Exhibit 10.2
ATTORNEY FEE AGREEMENT
1. The Attorney of Xxxx X. Xxxxxx (hereinafter referred to as the "Attorney")
will represent CYPOST, INC. (hereinafter refereed to as "Client") in various
corporate and securities matters including by 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 one million (1,000,000) shares of common stock for the
period April 1st, 2002 to July 15th, 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-fundable.
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 and any advances to third parties 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 December 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 the Agreement to the compete satisfaction of the Client. The Client
has also been given a copy of the Agreement.
In Witness Whereof, the parties have executed this Agreement as of the 15th day
of July, 2002.
Xxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
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By: Xxxx X. Xxxxxx
For the Firm
CYPOST, INC.
/S/ Xxxxx Xxxxxxx
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By: Xxxxx Xxxxxxx, Chief Executive Officer
