Filed by Automated Filing Services Inc. (604) 609-0244 - Stream Communications Network & Media Inc. - Exhibit 4.1





 SUPPLEMENTAL COMPENSATION AGREEMENT


THIS SUPPLEMENTAL COMPENSATION AGREEMENT, dated effective as of December 16, 2004, 


BETWEEN: 


  
    
       STREAM COMMUNICATIONS NETWORK & MEDIA INC.,
        a company duly incorporated under the laws of the Province of British
        Columbia and having a business office and an address for notice and delivery
        located at Suite 1020 – 400 Burrard Street, Vancouver, British Columbia,
        V6C 3A6. 

       (the "Company"); 

    

  



 OF THE FIRST PART 


 AND: 


  
    
       STANISLAW L. LIS, an employee, director and officer
        of the Company and having an address for notice and delivery located at
        c/o Suite 1020 – 400 Burrard Street, Vancouver, British Columbia,
        V6C 3A6 

       (the "Employee"); 

    

  



 OF THE SECOND PART 


WHEREAS: 

	 A.      	 The Company is a reporting company duly incorporated
        under the laws of the Province of British Columbia, and with its shares
        trading on the Over-the-Counter Bulletin Board in the United States of
        America; 

	 
	 B.      	 The Company is involved in the business of operating
        cable television, internet and Voip in the country of Poland; 

	 
	 C.      	 The Employee has been employed by the Company since
        February 25, 1994 up to and including the date of this agreement, (the
        “Service Period”), who has been and continues to be instrumental
        to the ongoing operation and development of the Company and its business;
      

	 
	 D.      	 During the Service Period the Employee has provided
        the Company with such general administrative services as was determined
        and required, from time to time, by the Board of Directors of the Company
        in their sole and absolute discretion, in connection with the operations
        and development of the Company, or of any of its subsidiaries. Specifically
        the Employee has acted as the Company’s Chief Executive Officer
        and been involved in the acquisition of cable television companies, strategic
        planning, marketing of cable television services and providing administrative
        services (collectively, the “Services”); 

	 
	 E.      	 In recognition of the past services rendered to
        the Company by the Employee during the Service Period, the Company wishes
        to provide the Employee with additional compensation by issuing common
        shares of the Company to the Employee at the deemed price of $0.41
        USD per share, 



 NOW THEREFORE THIS AGREEMENT WITNESSETH that, in consideration
  of the mutual covenants and provisos herein contained, and for other good and
  valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
  the parties agree as follows:

 STOCK COMPENSATION

	 1.1      	 Common Shares. The Company shall issue to
        the Employee Four Hundred Thousand (400,000) common shares in the Company’s
        capital stock (the “Company Shares”) at an issue price of
        $0.41 USD per share or $164,000 in the aggregate (the “Issue
        Price”). 












 2

	 1.2      	 Payment of Issue Price. The Employee shall
        be deemed to have paid the full amount of the Issue Price by having provided
        the Company with the Services during the Service Period. 



 GENERAL PROVISIONS

	 2.1      	 Entire Agreement. This Agreement constitutes
        the entire agreement to date between the parties hereto and supersedes
        every previous agreement, expectation, negotiation, representation or
        understanding, whether oral or written, express or implied, statutory
        or otherwise, between the Parties with respect to the subject matter of
        this Agreement including, without limitation, the Underlying Agreement.
      

	 
	 2.2      	 No Assignment. This Agreement may not be
        assigned by either party except with the prior written consent of the
        other party. 

	 
	 2.3      	 Further Assurances. The parties will from
        time to time after the execution of this Agreement make, do, execute or
        cause or permit to be made, done or executed, all such further and other
        acts, deeds, things, devices and assurances in law whatsoever as may be
        required to carry out the true intention and to give full force and effect
        to this Agreement. 

	 
	 2.4      	 Applicable Law. The situs of this Agreement
        is Vancouver, British Columbia, and for all purposes this Agreement will
        be governed exclusively by and construed and enforced in accordance with
        the laws prevailing in the Province of British Columbia. 



 IN WITNESS WHEREOF the parties hereto have executed
  this Agreement effective as of the date first set out above. 


STREAM COMMUNICATIONS NETWORK & MEDIA INC. 

	 /s/
      Iwona Kozak  	 	  
	 Authorized Signatory  	 	  
	  	 	 
	 	 	 
	 SIGNED, SEALED AND DELIVERED  	 	  
	 BY STANISLAW L. LIS in the presence of: 
    	 	  
	 	 	 
	  	 	 
	 /s/
      Ping Shen  	 	 /s/ Stanislaw
      L. Lis  
	 Signature of Witness  	 	 STANISLAW L. LIS  
	  	 	 
	 Ping
      Shen  	 	  
	 Name of Witness  	 	  
	  	 	 
	 1328
      E. 35th Ave.  	 	  
	 Address of Witness  	 	  
	  	 	 
	 Vancouver,
      B.C. V5W 1C1