COMPENSATION AGREEMENT
THIS COMPENSATION AGREEMENT (the "Agreement") is entered into and effective as
of the 15th day of October, 2004 by and between Paul G. Carter (the "Officer"),
and CUSTOM BRANDED NETWORKS, INC., a Nevada corporation ("CBNK").
RECITALS
A. Officer has provided services to CBNK over a period of approximately two
years as an officer and as a director of CBNK for which services Officer has
received little or no compensation.
B. CBNK now desires to compensate Officer for the services which he has
provided to CBNK by issuing shares of common stock to Officer as set forth
herein.
NOW, THEREFORE, in consideration of the promises contained herein, the parties
hereby agree as follows:
AGREEMENT
1. Compensation. CBNK shall issue to Officer a total of 2,000,000
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shares of CBNK's common stock which shares are fully paid and which are in
exchange for services rendered by Officer to CBNK over the approximate time of
the past two years. CBNK agrees that prior to being issued the shares will be
registered on Form S-8 with the Securities and Exchange Commission and will
therefore be unrestricted shares in the hands of the Officer.
2. Co-operation of Parties. The parties further agree that they will do all
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things necessary to accomplish and facilitate the purpose of this Agreement and
that they will sign and execute any and all documents necessary to bring about
and prefect the purposes of this Agreement.
3. Interpretation of Agreement. The parties agree that should any provision
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of this Agreement be found to be ambiguous in any way, such ambiguity shall not
be resolved by construing such provisions or any part of or the entire
Agreement in favor of or against any party herein, but rather by construing
the terms of this Agreement fairly and reasonably in accordance with their
generally accepted meaning.
4. Modification of Agreement. This Agreement may be amended or modified in
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any way and at any time by an instrument in writing, signed by each of the
parties hereto, stating the manner in which it is amended or modified. Any such
writing amending or modifying of this Agreement shall be attached to and kept
with this Agreement.
5. Legal Fees. If any legal action or any arbitration or other proceeding
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is brought for the enforcement of this Agreement, or because of an alleged
dispute, breach, default or misrepresentation in connection with any of the
provisions of the Agreement, the successful or prevailing party shall be
entitled to recover reasonable legal fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it may be
entitled.
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6. Entire Agreement. This Agreement constitutes the entire Agreement and
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understanding of the parties hereto with respect to the matters herein set
forth, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
cancelled by this Agreement.
7. Counterparts. This Agreement may be signed in one or more counterparts.
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8. Facsimile Transmission Signatures. A signature received pursuant to a
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facsimile transmission shall be sufficient to bind a party to this Agreement.
9. Recitals. The recitals set forth in the forepart of this document are
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incorporated herein by this reference and are made a part hereof as though fully
set forth herein.
DATED this 15th day of October, 2004.
CUSTOM BRANDED NETWORKS, INC. Officer
/s/ Paul G. Carter /s/ Paul G. Carter
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Paul G. Carter, President Paul G. Carter
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