-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NcrP1n6z1qUkoopFsg8IvY0v+oCfPQWewECqoav4t/DS+KMtkThql8fo5zcO+FwR t4pHGpkE3sLuMLy6PRgGxw== 0001116502-00-000435.txt : 20010101 0001116502-00-000435.hdr.sgml : 20010101 ACCESSION NUMBER: 0001116502-00-000435 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20001229 EFFECTIVENESS DATE: 20001229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WATCHOUT INC CENTRAL INDEX KEY: 0000736314 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] IRS NUMBER: 840959153 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-52988 FILM NUMBER: 799038 BUSINESS ADDRESS: STREET 1: 20283 STATE ROAD 7 STREET 2: SUITE #400 CITY: BOCA RATON STATE: FL ZIP: 33498 BUSINESS PHONE: 5614829420 MAIL ADDRESS: STREET 1: 1900 N W CORP BLVD STREET 2: SUITE 400 E CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: WHITE CLOUD EXPLORATION INC DATE OF NAME CHANGE: 19920703 S-8 1 0001.txt FORM S-8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WATCHOUT! INC. (Exact name of registrant as specified in its charter) WHITE CLOUD EXPLORATION, INC. (Former Name of Registrant) Utah 84-0959153 State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7272 Wisconsin Avenue, Suite 300, Bethesda, Maryland, 20814 (Address of Principal Executive Offices including zip code) Compensation Plan Agreement(s) (Full title of the plan) Farber and Klein 23123 State Road 7, Suite 350B Boca Raton, Florida 33428 (Name and address of agent for service) (561) 470-9010 (Telephone number, including area code, of agent for service)
Title of Class of Securities Amount to be Proposed Maximum Offering Amount of to be Registered Registered Price Per Share (1) Fee Common Stock, $.001 378,000 $.28 $ 28.00 par value
1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and not as a representation as to any actual proposed price. The offering price per share, maximum aggregate offering price and registration fee is based upon the average of the high and the low price in the market for the common stock on. December 20, 2000 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Pursuant to Rule 428(b)(1), the information required by Part 1 is included in documents sent or given to each employee of Watchout! Inc., a Utah corporation ("Company"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are incorporated by reference into this Registration Statement and made a part hereof: (a) The registrant's Form 10-K for the year ended December 31, 1999 filed on March 30, 2000 under Section 13(a) or 15(d) of Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) All other reports which may be filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) immediately above. (c) Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposed of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. The class of securities to be offered hereby has been registered under Section 12 of the Exchange Act by the registrant, and incorporated by reference. 2 Item 5. Interests of Named Experts and Counsel. The validity of the securities offered will be passed upon for the Company by the law firm of Farber and Klein of Boca Raton, Florida.. The Law Offices of Jeffrey Klein, P.A., and Andrew Farber P.A. have each rendered legal services for and on behalf of the Registrant. Both firms are located at 23123 State Road 7, Suite 350B, Boca Raton, Florida 33428 Michael Johnson & Company, LLC consent to the incorporation by reference of their report on the audited financial statements contained in the Form 10-KSB filed on March 30, 2000. Item 6. Indemnification of Directors and Officers. We shall indemnify to the fullest extent permitted by, and in the manner permissible under the laws of the State of Utah, any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director or officer, or served any other enterprise as director, officer or employee at our request. The Board of Directors, in its discretion, shall have the power on our behalf to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he/she is or was an employee. Utah Code Section 16-10a-902 provides that Utah corporations may indemnify an individual made a party to a proceeding because he is or was a director, against liability incurred in the proceeding if the person's conduct was in good faith, was not opposed to the best interests of the corporation and in the case of any criminal proceeding, the person had no reasonable cause to believe his conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the required standard of conduct. Indemnification is not available in a proceeding by the corporation in which the director is adjudged liable or, in connection with any other proceeding where the director derived an improper personal gain. Further, in an action brought by us or in our right, if the person, after exhaustion of all appeals, is found to be liable to us, or if the person makes payment to us in settlement of the action, indemnification is available only to the extent a court of competent jurisdiction determines the person is fairly and reasonably entitled to indemnification. Such discretionary indemnification is available only as authorized on a case-by-case basis by: (1) the stockholders; (2) a majority of a quorum of the Board of Directors consisting of members of the Board who were not parties to the action, suit or proceeding; (3) if a 3 majority of a quorum of the Board of Directors consisting of members of the board who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (4) if a quorum of the Board of Directors consisting of members of the Board who were not parties to the action cannot be obtained, by independent legal counsel in a written opinion. To the extent that our director or officer is successful in defending against an action, suit or proceeding brought against that person as a result of their current or former status as an officer or director, we must indemnify the person against all expenses actually and reasonably incurred by the person in connection with their defense. Utah law also allows Utah corporations to advance expenses of officers and directors incurred in defending a civil or criminal action as they are incurred, upon receipt of an undertaking by or on behalf of the director or officer to repay such expenses if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the corporation because such officer or director did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. Our By-laws provide for the indemnification of its directors and officers to the maximum extent provided by law. It is the position of the SEC and certain state securities administrators that any attempt to limit the liability of persons controlling an issuer under the federal securities laws or state securities laws is contrary to public policy and therefore unenforceable. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Consultants and Advisors The following consultants will be issued securities pursuant to this Registration statement: Name Number Type of Services Provided - -------------------------------------------------------------------------------- Jeffrey Klein 25,000 Legal Services Andrew Farber 25,000 Legal Services Deborah Hausman 28,000 Legal Services Dr. Timothy Magnus 300,000 Software Development Item 9. Exhibits. See Exhibit Index and Exhibits attached hereto. 4 Item 10. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post effective amendment to this Registration Statement to: (i) Include any prospectus required by section 10(a)(3) of the Securities Act; (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than twenty percent (20%) change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) Include any additional or changed material information on the plan of distribution. (2) For determining liability under the Securities Act, treat each post effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (3) For determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or 497(h) under the Securities Act as part of this registration statement as of the time Commission declared it effective. (4) For determining any liability under the Securities Act, treat each post effective amendment as a new registration statement for the securities offered, and the offering of the securities at that time to be the initial bona fide offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act"), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification in against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with 5 the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a Court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta on December 17, 2000. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated: Watchout! Inc. Dated: December 15, 2000 -------------------------- By /s/ Todd Violette --------------------------------- Todd Violette, President Suite 810 808 4th Avenue SW Calgary, Alberta T2P3E8 Telephone: (403) 269-1010 Facsimile: (954) 752-9171 7 EXHIBIT INDEX Exhibit # Exhibit Item 3.1 Articles of Incorporation (Incorporated by Reference, Form 10-SB) 3.2 Bylaws (Incorporated by Reference, Form 10-SB) 5 Opinion Re: Legality and Consent 10 10.1 Compensation Plan Agreement between the Company and Jeffrey Klein and Andrew Farber 10.2 Compensation Plan Agreement between the Company and Debbie Houseman 10.3 Compensation Plan Agreement between the Company and Timothy Magnus 23 Consent of Experts 8 EX-5 2 0002.txt CONSENTS OF EXPERTS AND COUNSEL EXHIBIT 5 CONSENTS OF EXPERTS AND COUNSEL FARBER AND KLEIN 23123 STATE ROAD 7 Suite 350B Boca Raton, FL 33428 Phone: 561-470-9010 Facsimile: 561-470-9078 December 15, 2000 WATCHOUT! INC. Attn: Todd Violette, president 20283 State Rd. 7, Suite 400 Boca Raton, FL 33496 RE: SEC Registration Statement on Form S-8 Dear Sir/Madam: This firm (the "Firm") has been engaged as counsel for WatchOut! Inc., a Utah corporation (the "Company"), in connection with its proposed offering under the Securities Act of 1933, as amended (the "Act"), of 378,000 shares of its common stock which are to be issued under several plans for consulting services by the Company, by a filing of a Registration Statement under Form S-8 to which this opinion is a part, to be filed with the Securities and Exchange Commission (the "Commission"). In connection with rendering the opinion as set forth below, the Firm has reviewed and examined originals or copies of the following: 1. Articles of Incorporation of the Company, and any amendments, as filed with the Secretary of State of Utah; 2. By Laws of the Company 3. Written Consent or Minutes of a Meeting of the Board of Directors on or about December 13, 2000, authorizing the Consultant Agreement Plan (the "Plan") with the consultant and certain other matters; 4 The Company's Registration Statement on Form S-8 and exhibits thereto as filed with the Commission. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all persons, the authenticity of all documents submitted to the Firm as originals, the conformity with the original documents of all documents submitted to the Firm as certified or photostatic copies, and the authenticity of the originals of such copies and the truth of all information supplied us. We have further assumed, among other things, that the recipient of the Shares will have completed the required services, and/or provided considerations required acceptable to the Board of Directors and in compliance with Form S-8 and that any Shares to be issued will have been registered in accordance with the Act, absent the application of an exemption from registration, prior to the issuance of such Shares. We have not independently investigated or verified any matter, assumption, or representation. Based upon the foregoing and in reliance thereof, it is our opinion that, subject to the limitations set forth herein, the Shares to be issued will be duly and validly authorized, legally issued, fully paid and non-assessable. This opinion is expressly limited in scope to the Shares enumerated herein which are to be expressly covered by the referenced Registration Statement and does not cover subsequent issuances of shares, pertaining to services to be performed in the future (such transactions are required to be included in either a new registration Statement or a Post Effective Amendment to the Registration Statement including updated opinions). This opinion is limited. We consent to you filing this opinion with the Commission as an exhibit to the Registration Statement on Form S-8. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. This opinion is based upon our assumptions as to application of the law and facts as of the date hereof. We assume no duty to communicate with you with respect to any matters, which may come to our attention hereafter. Sincerely yours, /S/ ANDREW FARBER - ------------------------------------ ANDREW FARBER LETTER OF CONSENT RE: AUDITED FINANCIAL INFORMATION We hereby consent to the incorporation by reference of our report as of December 31, 1999 relating to the audited financial statements of WatchOut! Inc. that are included in the Form 10-KSB for the year ended December 31, 1999, in the December 17, 2000 dated filing on Form S-8. By /s/ Michael Johnson & Company, LLC - ---------------------------------------- Michael Johnson, CPA 9175 East Kenyon Avenue, Suite 100 Denver, CO 80237 Telephone: (303)796-0099 Facsimile: (303) 796-0137 EX-10.1 3 0003.txt CONSULTING AGREEMENT CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is entered into this 13th day of December 2000 is by and amongst Watchout! Inc. (the "Company") and Farber and Klein (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 continue to provide legal services; and WHEREAS, the Consultant is due 37,500 shares of the Company's common stock as a result of a prior agreement with the Company; 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 for a term commencing on the date hereof and terminating January 31, 2001. 2. Consultant shall review and consult with management on proposed contractual agreements presented to the Company during the term of this Agreement. Consultant will be available on an "As Needed" basis as to the structure and operations of any of its subsidiaries. Consultant shall not be required to prepare or file any type of registration statement as part of this Agreement. 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. 4. In consideration of the services to be provided, Consultant shall receive a fee equal to 50,000 shares of the Company's common stock which includes 37,500 shares which are due and owing as a result of a prior agreement between the Company and the Consultant. 5. The Company will register the 50,000 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 2 this Agreement and the transactions provided for 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. 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: FARBER AND KLEIN WATCHOUT! INC. - ----------------- -------------------- /S/JEFFREY KLEIN BY: /S/TODD VIOLETTE PRES - ----------------- /S/ANDREW FARBER 3 EX-10.2 4 0004.txt CONSULTING AGREEMENT CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is entered into this 13th day of December 2000 is by and amongst Watchout! Inc. (the "Company") and DEBORAH HAUSMAN (The "Consultant"). WHEREAS, Consultant is skilled in providing legal services, and has provided legal services to Company in the past; and WHEREAS, the Company desires to continue to engage Consultant to continue 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 for a term commencing on the date hereof and terminating January 31, 2001. 2. Consultant shall provide general corporate work for the Company. Consultant shall review and consult with management on proposed contractual agreements presented to the Company during the term of this Agreement. Consultant will assist in negotiations with Company creditors, draft letters on behalf of the Company and maintain its minute book. Consultant will be available on an "As Needed" basis as to the structure and operations of any of its subsidiaries. 3. In order to assist Consultant with her 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 4. In consideration of the services to be provided, Consultant shall receive a fee equal to 28,000 shares of the Company's common stock. 5. The Company will register the 28,000 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 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. 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/DEBORAH HAUSMAN BY: /S/TODD VIOLETTE PRES EX-10.3 5 0005.txt CONSULTING AGREEMENT CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") is entered into this 13th day of December 2000 is by and amongst Watchout! Inc. (the "Company") and Dr. Timothy Magnus (the "Consultant"). WHEREAS, Consultant is skilled in providing Internet services, and has provided Internet related and software programming services to the Company in the past; WHEREAS, the Company desires to continue to engage Consultant to continue to provide similar services on an ongoing basis; 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 for a term commencing on the date hereof and terminating February 1, 2003. 2. Consultant shall continue to assist the Company with the development of its systems architecture, designation of network specifications, building fire walls to assist in network security, lay required cable lines for the Company's business. Consultant shall provide the labor to provide the services set forth herein at no additional cost. Consultant shall also make such necessary repairs to any systems to comply with the Company's specifications and requirements. 3. In order to assist Consultant with his duties, the Company will provide Consultant with such information, as may be required by Consultant. 4. In consideration of the services to be provided, Consultant shall receive a fee equal to 300,000 shares of the Company's common stock. 5. The Company will register the 300,000 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 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 2 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 province of Calgary. By entering into this Agreement, the parties agree to the jurisdiction of the courts in Calgary, Alberta. In the event of any breach of this Agreement, the prevailing party shall be entitled to recover all costs including reasonable attorney's fees. 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. By /s/ DR. TIMOTHY MAGNUS By /s/ TODD VIOLETTE - ----------------------------- -------------------- DR. TIMOTHY MAGNUS TODD VIOLETTE ITS PRESIDENT -----END PRIVACY-ENHANCED MESSAGE-----