CONSULTING AGREEMENT

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") is entered into and effective as

of the 24th day of January, 2005 by and between Seth Shaw (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 of CBNK.

B. The Consultant desires to provide such services to CBNK as a

contractor 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

and shall renewable for three month terms as agreed to between the parties.

2. Duties of Consultant. During the term of this Agreement, Consultant

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

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

shall issue to Consultant a total of 400,000 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

time, in any fashion, form or manner, either directly or indirectly, divulge,

disclose or communicate to any person,