THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
OF CYBER PUBLIC RELATIONS, INC.
1. COMMITTEE COMPOSITION. The Compensation Committee (the "Committee") of the Board of
Directors (the "Board") of Cyber Public Relations, Inc., a Florida corporation (the "Company"), will be
comprised of at least two members of the Board who are not employees of the Company. The members of the
Committee, including the Committee Chairman, will be annually appointed by and serve at the discretion of the
2. FUNCTIONS AND AUTHORITY. The operation of the Committee will be subject to the Articles of
Incorporation of the Company and applicable Florida laws and any other applicable laws, rules or regulations, as
in effect from time to time. The Committee will have the full power and authority to carry out the following
(a) To recommend the salaries, bonuses and incentives, and all cash, equity and other forms of compensation (the
"total compensation") paid to the members of the management of the Company as may be required under Florida
law, and advise and consult with the Chief Executive Officer regarding the compensation scheme for all executive
(b) To advise and consult with management to establish policies, practices and procedures relating to the
Company's employee stock, option, cash bonus and incentive plans and employee benefit plans and, as may be
required under applicable law, and administer any such plans.
(c) To administer the Company's employee stock option plan and perform the functions contemplated to be
performed by the management with respect to the Chief Executive Officer and all plan participants who may be
deemed "officers" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
(d) To advise and consult with management regarding managerial personnel policies and compensation schemes.
(e) To review and make recommendations to the full Board concerning any fees and other forms of compensation
paid to m