EXHIBIT 10.2
ATTORNEY FEE AGREEMENT
1. The Attorney of Xxxx Xxxxxx (hereinafter referred
to as the "Attorney") will represent CYPOST, INC. (hereinafter referred to as
"Client") in various corporate and securities matters including but not limited
to filing of reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
2. The above legal services and others will be performed by the Attorney
after consultation with and authorization from the Client.
3. The fee to be paid is seven hundred thousand (700,000) shares of common
stock for the period January - March 2002. Client shall register all shares of
common stock on Form S-8 upon execution of this Agreement. Upon execution of
this Agreement, these shares are deemed earned and are non-refundable.
By executing this Agreement, Client 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
Client.
4. The Client agrees to compensate the Attorney for the cost of long
distance telephone charges, Xxxxx fees, messenger services or any other
out-of-pocket expenses, which may be necessarily incurred in the representation
of the Client.
5. All payments for out-of-pocket fees and expenses are due upon
presentation of invoices.
6. The Attorney is authorized to take all actions which the Firm deems
advisable on behalf of the Client. The Attorney agrees to notify the Client
promptly of all significant developments in regard to the Client.
7. Client will fully cooperate with the Attorney and provide all
information known to the Client or available to the Client which, in the opinion
of the Attorney, would aid the Attorney in representing the Client.
8. The Attorney agrees to use its best efforts in representing the Client.
9. The Attorney may terminate this Agreement if the Client is in breach of
its obligations under this Agreement or if the Attorney is otherwise required to
do so in accordance with the rules of professional conduct governing attorneys.
The Client is entitled to terminate this Agreement subject to its contractual
liability to the Attorney for services rendered.
10. This Agreement will terminate March 31, 2002. The Client agrees that
the Attorney shall be paid in full for any services performed preceding
termination for which the Attorney has not been paid.
11. This writing includes the entire Agreement between the Client and the
Attorney regarding this matter. This Agreement can only be modified with another
written agreement signed by the Client and the Attorney. This Agreement shall be
binding upon the Client and the Attorney and their respective heirs, legal
representatives and successors in interest.
12. Both the Client and the Attorney have read and agreed to this
Agreement. The Attorney has provided the Client with answers to any questions
and has further explained this Agreement to the complete satisfaction of the
Client. The Client has also been given a copy of this Agreement.
In Witness Whereof, the parties have executed this Agreement as of the 1st day
of January, 2002.
Xxxx Xxxxxx
/s/ Xxxx Xxxxxx
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By: Xxxx Xxxxxx
For the Firm
CYPOST, INC.
/s/ Xxxxx Xxxxxxx
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By: Xxxxx Xxxxxxx, Managing Director
