EXHIBIT 10.3
CONSULTING AGREEMENT
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This Consulting Agreement (the "Agreement") dated for reference as of the first
day of February, 2002 confirms the arrangements, terms and conditions pursuant
to which Lucky Shine Enterprises Ltd. (the "Consultant") has been retained to
serve as a consultant and advisor to CyPost Corporation, a Delaware Corporation
(the "Company"), on a non-exclusive basis for the term set forth in Section 2
below. The undersigned hereby agrees to the following terms and conditions:
1. Duties of Consultant
(a) Marketing. Consultant will, when appropriate, assist the Company for both
domestic and international areas with respect to corporate turnaround and
entrepreneurial environments, business restructuring and execution,
strategic sales pursuits, successful negotiation of domestic and
international sales and business agreements, with resulting increases in
market share, total revenues and profit.
(b) Hong Kong Liaison. Consultant will, when appropriate, arrange meetings
between representatives of the Company and at such time and place and in
such manner (whether by conference, telephone, letter or otherwise) as
Consultant may determine.
(c) By executing this Agreement, Company acknowledges that the services to be
rendered are not in connection with a capital raising transaction and do
not directly or indirectly promote or maintain a market for the securities
of Company.
2. Term. This Agreement shall continue for a period of Ninety (90) days from
the date hereof (the "Term").
3. Compensation. For the services and duties to be rendered and performed by
the Consultant during the Engagement Period and in consideration of the
Consultant having entered into this Agreement, the Company agrees as
follows:
(i) To issue to the Consultant 500,000 shares of common S-8 stock of the
Company upon execution of this Agreement.
4. Relationship. Nothing herein shall constitute Consultant as an employee or
agent of the Company, except to such extent as might hereinafter be agreed
upon for a particular purpose. Except as might hereinafter be expressly
agreed, Consultant shall not have the authority to obligate or commit the
Company in any manner whatsoever.
5. Confidentiality. Except in the course of the performance of its duties
hereunder, Consultant agrees that it shall not disclose any trade secrets,
know-how, or other proprietary information not in the public domain learned
as a result of this Agreement unless and until such information becomes
generally known.
6. Assignment and Termination. This Agreement shall not be assignable by any
party except to successors to all or substantially all of the business of
either party for any reason whatsoever without the prior written consent of
the other party, which consent may be arbitrarily withheld by the party
whose consent is required.
This Agreement is acknowledged and agreed to by the parties below on the date
first written above.
LUCKY SHINE ENTERPRISES LTD. CYPOST CORPORATION
Xxxxx Xxx Javan Xxxxxxx
XXXXX W. Y. XXX
Unit 3203 32/F Office Tower, Xxxxxxxxxx Xxxxx,
0 Xxxxxxx Xxxx, Xxxxxxx,
Xxxx Xxxx
Tel: 0000 0000 Direct Line: 0000 0000 Fax: 0000 0000
1 February 2002
Cypost Corporation
900, 0000 Xxxx Xxxxxxx Xx.
Xxxxxxxxx, X.X.,
X0X 0X0
Xxxxxx
Dear Sir,
Re: Asia Service Contract
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I, Xxxxx Xxx, were assigned the above contract from Lucky Shine Enterprise, Ltd
to service your firm in Asia, and I would perform all services for Cypost as
referred therein.
Thank you for your kind attention.
Yours truly,
/s/ Xxxxx W. Y. Xxx
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Xxxxx W. Y. Cho
