CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is entered into and effective as
of the 15th day of October, 2004 by and between Xxxxxx Xxxxx (the "Consultant"),
and CUSTOM BRANDED NETWORKS, INC., a Nevada corporation ("CBNK").
RECITALS
A. CBNK desires to engage the services of the Consultant with respect to the
business development CBNK.
B. The Consultant desires to provide such services to CBNK as a
contractor and pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises contained herein, the parties
hereby agree as follows:
AGREEMENT
1. Term of Agreement. This Agreement shall be for a term of three months
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and shall renewable for three month terms as agreed to between the parties.
2. Duties of Consultant. During the term of this Agreement, Consultant
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shall provide business consulting services to CBNK as directed by the board of
directors of CBNK from time to time. Consultant's services shall include
research into prospective business venues that may be beneficial to the Company,
seeking out such business opportunities and the making of introductions and any
and all other business consultations on matters that may be of intrinsic value
to the Company in developing and promoting the business enterprises of the
Company.
3. Devotion to Duty. Consultant agrees to devote such time as is reasonable
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on an "as needed" basis with respect to the consulting services. Consultant
is free to represent or perform services for other clients, provided it does
not interfere with the duties contained in this Agreement.
4. Compensation. In consideration of entering into this Agreement, CBNK
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shall issue to Consultant a total of 3,800,000 shares of CBNK's common stock
which shares are fully paid upon the execution hereof and the binding of the
Consultant to the obligations herein. 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 Consultant.
5. Nondisclosure of Information. Consultant agrees that it will not at any
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time, in any fashion, form or manner, either directly or indirectly, divulge,
disclose or communicate to any person, firm or corporation, in any manner
whatsoever,
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any information of any kind, nature or description concerning any
matters affecting or relating to the business of CBNK.
6. Assignment of Agreement. Due to the personal nature of the services to
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be rendered by the Consultant, this Agreement may not be assigned by the
Consultant without the prior written consent of CBNK.
7. Prohibited Activities. Consulting services provided under this
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agreement shall not include:
- services in connection with the offer or sale of securities in
a capital-raising transaction;
- services that directly or indirectly promote or maintain a market for
the securities of CBNK including without limitation the dissemination of
information that reasonably may be expected to sustain or raise or
otherwise influence the price of the securities;
- services providing investor relations or shareholder communications;
- consultation on mergers that take a private company public;
- consultation in connection with financing that involves any
securities issuance, whether equity or debt.
8. 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.
9. 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.
10. Modification of Agreement. This Agreement may be amended or modified
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in 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.
11. Legal Fees. If any legal action or any arbitration or other
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proceeding 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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12. 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.
13. Counterparts. This Agreement may be signed in one or more
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counterparts.
14. Facsimile Transmission Signatures. A signature received pursuant to
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a facsimile transmission shall be sufficient to bind a party to this
Agreement.
15. 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. Consultant
/s/ Xxxx X. Xxxxxx /s/ Xxxxxx Xxxxx
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Xxxx X. Xxxxxx, President Xxxxxx Xxxxx
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