AGREEMENT

Exhibit 10.2

AGREEMENT

AGREEMENT dated this ___ day of September 2006, by and between Xxxxxxxxx Forest Products, Inc. (hereinafter “GFP”), a Nevada Corporation, with offices located at 0000 Xxxx Xxxxx Xxxxx, Xxxxxxxx, XX 00000, Xxxxxxxx Xxxxxxxx, President of GFP and Xxxx X. Xxxxx, P.C., counsel to GFP, with offices located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx.

WHEREAS, GFP is about to file a Registration Statement with the United States Securities and Exchange Commission (hereinafter the “SEC”) on Form SB-2 which Registration Statement indicates in Part II, Item 25, offering expenses approximating  sixty five thousand  ($65,000) dollars  of which fifty thousand ($50,000) dollars are indicated as legal fees and expenses; and

WHEREAS, GFP has agreed to pay all such costs as and when necessary and required, or to otherwise accrue such costs on its books and records until it is able to pay the full amount due, either from revenues or loans from its President.  

NOW, THEREFORE, it is herewith agreed as follows:  Absent sufficient revenues to pay these amounts within six (6) months of the date of the GFP prospectus, GFP’s President agrees to loan GFP the funds to cover the balance of outstanding professional and related fees relating to GFP’s prospectus if the professionals involved insist on cash payments.  If and when loaned, the loan will be evidenced by a non-interest bearing unsecured corporate note to be treated as a loan until repaid, if and when GFP has the financial resources to do so.  

The parties hereto understand that the above constitutes a binding Agreement and that the contents thereof are referred to in the aforesaid Registration Statement, in the subheading entitled “Liquidity” as found in the Management’s Discussion and Analysis or Plan of Operation section.

The above constitutes the entire Agreement between the parties here to.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of September ___ 2006.  

Xxxxxxxxx Forest Products, Inc.

/s/ Xxxxxxxx Xxxxxxxx

By: ________________________________

Xxxxxxxx Xxxxxxxx, President

/s/ Xxxxxxxx Xxxxxxxx

By: _________________________________

Xxxxxxxx Xxxxxxxx, Individually

XXXX X. XXXXX, P.C.

/s/ Xxxx X. Xxxxx

By:_________________________________

Xxxx X. Xxxxx, President

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