CONSULTING AGREEMENT
THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement") is entered into
and effective as of January 6, 2003 by and between Xxxxx Xxxxxx, of 0000 X 00xx
Xxx, Xxxxxxxxx X.X. Xxxxxx X0X 0X0(xxx "Consultant"), and Custom Branded
Networks, Inc., a Nevada corporation, a Corporation ("Custom Branded").
1. RECITAL
This Agreement is entered into with reference to and in contemplation of
the following facts, circumstances and representations:
1.1 Custom Branded desires to engage the services of the Consultant to assist
it with respect to business development and expansion.
1.2 The Consultant desires to provide such retail services to Custom Branded as
a contractor and pursuant to the terms and conditions set forth herein.
2. NATURE AND EXTENT OF CONSULTING SERVICES
2.1 Term of Agreement This Agreement shall be for a term of one (1) year and
-------------------
shall terminate on January 6, 2004
2.2 Duties of Consultant During the term of this Agreement, Consultant shall
----------------------
provide assistance with identifying and acquiring potential mining
exploration properties in Brazil for Custom Branded. Specifically, the
Consultant shall review and translate data and help negotiate on the
acquisitions.
2.3 Devotion to Duty Consultant agrees to devote such time as is reasonable on
----------------
an "as needed" basis with respect to the requirements necessary for the
potential acquisitions. Consultant is free to represent or perform services
for other clients, provided it does not interfere with the duties contained
in this Agreement.
2.4 Duties of Custom Branded Custom Branded shall provide Consultant, on a
---------------------------
regular and timely basis, with all approved data and information about it,
its subsidiaries, its management, its products and services and its
operations as shall be reasonably requested by Consultant, and shall advise
Consultant of any facts which would affect the accuracy of any data and
information previously supplied pursuant to this paragraph.
2.5 Compensation In consideration of entering into this Agreement, Custom
------------
Branded shall issue to Consultant a total of 1,500,000 shares of Custom
Branded's common stock which shares are fully paid upon the execution
hereof and binding on the Consultant to the obligations herein.
2.6 Nondisclosure of Information Consultant agrees that it will not at any
------------------------------
time, in any fashion, form or manner, either directly or indirectly,
divulge, disclose or
2
communicate to any person, firm or corporation, in any manner whatsoever,
any information of any kind, nature or description concerning any matters
affecting or relating to the business of Custom Branded.
2.7 Assignment of Agreement Due to the personal nature of the services to be
-------------------------
rendered by the Consultant, this Agreement may not be assigned by the
Consultant without the prior written consent of Custom Branded.
2.8 Prohibited Activities Consulting services provided under this 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 Custom Branded 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.
3. CO-OPERATION, ARBITRATION, INTERPRETATION, MODIFICATION AND ATTORNEY FEES
3.1 Co-operation of Parties The parties further agree that they will do all
-------------------------
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.
3.2 Arbitration The parties hereby submit all controversies, claims, and
-----------
matters of difference arising out of this Agreement to arbitration in the
Province of BritishColumbia, according to the rules and practices of the
Canadian Arbitration Association. This submission and agreement to
arbitrate shall be specifically enforceable. The Agreement shall further be
governed by the laws of British Columbia.
3.3 Interpretation of Agreement The parties agree that should any provision 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
3
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.
3.4 Modification of Agreement This Agreement may be amended or modified 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.
3.5 Legal Fees If any legal action or any arbitration or other 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.
3.6 Entire Agreement This Agreement constitutes the entire Agreement and
-----------------
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.
3.7 Counterparts This Agreement may be signed in one or more counterparts.
------------
3.8 Facsimile Transmission Signatures A signature received pursuant to a
-----------------------------------
facsimile transmission shall be sufficient to bind a party to this
Agreement.
DATED this 6th day of January, 2003.
/s/ Xxxx X Xxxxxx /s/ Xxxxx Xxxxxx
----------------------------------- -------------------------
Xxxx X Xxxxxx, President Xxxxx Xxxxxx
Custom Branded Networks, Inc.
