CONSULTING AGREEMENT

         This Consulting Agreement (the "Agreement") is entered into this ___
day of April, 2000 by and between WatchOut! Inc., a Utah corporation (the
"Company") and Andrew Farber, Esquire and Jeffrey Klein, Esquire, doing business
as Farber & Klein, a partnership of professional associations (the
"Consultant").

         WHEREAS, Consultant is skilled in providing legal services, and has
provided legal services to Company in the past;

         WHEREAS, the Company desires to continue to engage Consultant to
provide legal services; and

         NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.

         1.       The Company hereby engages the Consultant and the Consultant
                  hereby accepts this engagement on a non-exclusive basis
                  pursuant to the terms and conditions of this Consulting
                  Agreement.

         2.       Consultant shall assist the Company with the preparation of
                  its Registration Statement on Form S-8. Consultant will also
                  assist the Company in connection with general securities law
                  matters for a period of 60 calendar days from the date hereof.
                  Any additional work will be dealt with on a case by case
                  basis.

         3.       In order to assist Consultant with his duties, the Company
                  will provide Consultant with such information, as may be
                  required by Consultant. Company will make available to
                  Consultant copies of all material agreements, notice of
                  pending or threatened litigation and notice of all proposed
                  press releases.


<PAGE>



         4.       In consideration of the services to be provided, Consultant
                  shall receive a fee equal to 30,000 shares of the Company's
                  common stock.

         5.       The Company will register these shares pursuant to a
                  registration statement on Form S-8.

         6.       During the term of this Agreement, each party may have access
                  to trade secrets, know how, formulae, customer and price lists
                  all of which are valuable, special, proprietary and unique
                  assets of each. The parties agree that all knowledge and
                  information which each other shall acquire during the term of
                  this Agreement shall be held in trust and in a fiduciary
                  capacity for the sole benefit of the other party, its
                  successors and assigns, and each agrees not to publish or
                  divulge either during the term of this Agreement or subsequent
                  thereto, knowledge of any technical or confidential
                  information acquired during their term of this Agreement. At
                  the termination of this Agreement, or at any other time either
                  party may request the other party to deliver to the other,
                  without retaining any copies, notes or excerpts thereof, all
                  memoranda, diaries, notes, records, plans, specifications,
                  formulae or other documents relating to, directly or
                  indirectly, to any confidential information made or compiled
                  by, or delivered or made available to or otherwise obtained by
                  the respective parties. However, the foregoing provision shall
                  not prohibit Consultant from engaging in any work at any time
                  following his termination of this Agreement which does not
                  conflict with the terms of this Agreement.

         7.       Except as otherwise provided herein, any notice or other
                  communication to any party pursuant to or relating to this
                  Agreement and the transactions provided for


                                       2
<PAGE>


                  herein shall be deemed to have been given or delivered when
                  deposited in the United States Mail, registered or certified,
                  and with proper postage and registration or certification fees
                  prepaid, addressed at their principal place of business or to
                  such other address as may be designated by either party in
                  writing.

          8.      This Agreement shall be governed by and interpreted pursuant
                  to the laws of the state of Florida. By entering into this
                  Agreement, the parties agree to the jurisdiction of the
                  Florida courts with venue in Palm Beach, County Florida. In
                  the event of any breach of this Agreement, the prevailing
                  party shall be entitled to recover all costs including
                  reasonable attorney's fees and those that may be incurred on
                  appeal.

         9.       This Agreement may be executed in any number of counterparts,
                  each of which when so executed an delivered shall be deemed an
                  original, and it shall not be necessary, in making proof of
                  this Agreement to produce or account for more than one
                  counterpart.

         IN WITNESS WHEREOF, the parties hereto have subscribed their hands an
seals the day and year first above written.


     CONSULTANT:                                           COMPANY:
                                                        WATCHOUT! INC.

/s/ Jeffrey Klein
----------------------                            By: /s/ Kevin Waltzer
Jeffrey Klein                                        --------------------------
                                                       Kevin Waltzer, President
/s/ Andrew Farber
------------------------
Andrew Farber



                                        3