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                                                                    EXHIBIT 10.2



                            Critical Path, Inc.              415.451.2500 (Main)
                            350 The Embarcadero              415.451.2300 (Fax)
                            San Francisco, CA 94105-1204     www.cp.net





August 27, 2002

THE COHEN GROUP
600 13th St. NW Suite 640
Washington, DC 20005-3096

              Re: Letter Agreement for Consulting Services

Dear Sirs:

This letter shall set forth the terms and conditions under which Critical Path
("CP") is contracting for services with The Cohen Group ("TCG").

1.  ENGAGEMENT: TCG shall generally provide strategic and sales transactional
    consulting services to CP (the "Engagement") as follows, and as further
    mutually developed and agreed between the parties.

2.  SERVICES AND FEES: CP shall pay a one-time retainer fee of one Hundred and
    Fifty Thousand Dollars (US $150,000) ("Retainer") as a draw against variable
    performance-based consulting and transactional services provided and earned
    against such Retainer as follows:

    a.  Referrals: TCG shall receive an earned fee, credited against the
        Retainer, of 2% of any executed license revenue sales agreement
        resulting from simple referrals of entities by TCG to CP. Maintenance,
        support and professional services revenues generated shall not be
        considered for purposes of the earned credit. No credit will be earned
        for entities already in discussions with or contracted with CP and no
        credits shall be earned on contract renewals, unless CP requests TCG to
        work on such matters, in which event the credits will reflect the
        increase in sales to the existing client or the sales made pursuant to
        such renewal, as applicable, and the fee will be as set forth in Section
        2(b) below.

    b.  Direct Sales: TCG shall receive an earned fee, credited against the
        Retainer, of 10% of any executed license revenue sales agreement that is
        substantially negotiated by TCG or where direct substantial involvement
        with the entity is undertaken. Maintenance, support and professional
        services revenues generated shall not be considered for purposes of the
        earned credit. No credit will be earned for entities already in
        discussions with or contracted with CP and no credits shall be earned on
        contract renewals, unless CP requests TCG to work on such matters, in
        which event the credits will reflect the increase in sales to the
        existing client or the sales made pursuant to such renewal, as
        applicable, and the fee will be as set forth in this Section 2(b). TCG
        will be entitled to receive the 10% fee set forth herein during the life
        of each new agreement and any renewals thereof, as well as with respect
        to any renewals or

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        expansions of agreements with existing CP clients where TCG qualifies
        for such fee, as provided in the previous sentence.

    c.  Marketing Efforts: TCG shall receive an earned fee, credited against the
        Retainer, in an amount to be agreed upon by the parties on a case by
        case basis, for undertaking specific marketing activities at the request
        of CP. TCG will furnish CP with an invoice reflecting the agreed-upon
        fee.

    d.  Strategic Analyses: TCG shall receive and earned fee, credited against
        the Retainer in an amount to be agreed upon by the parties on a case by
        case basis, for undertaking specific projects requested by CP including,
        without limitation, business growth plans, identifying prospective
        business partners, political and industry analyses, and other strategic
        consulting projects at the request of CP. TCG will furnish CP with an
        invoice reflecting the agreed-upon fee.

    e.  Other Fees: TCG shall receive a mutually agreed earned fee, credited
        against the Retainer, upon the occurrence of other mutually agreed
        objectives or transactions (e.g., introductions to strategic partners
        and alliances, etc.) as determined by CP and TCG during the course of
        the Engagement.

    f.  Other Payment Terms. The Retainer shall be paid upon the execution of
        this letter agreement, and shall be credited upon provision of the
        performance-based services as described above. Amounts earned in excess
        of the Retainer will be payable net forty-five (45) days after the
        execution of the sales agreement, renewal, or receipt by CP of TCG's
        invoice, as applicable. By agreement of the parties, fees may be paid in
        a combination of cash and warrants to purchase common stock of CP, the
        terms of which will be agreed at the time of issuance of such warrant,
        if ever. Fees will be payable on applicable contracts during the term of
        the Engagement and for a period of 12 months following any termination
        of the Engagement, provided that the obligation to pay with respect to
        any particular contract shall terminate upon the termination of such
        contract.

3.  NO RESELLER: TCG's lines of business do not include acting as a reseller of
    goods and services and, accordingly, TCG shall not act as a reseller of CP's
    products and services.

4.  EXPENSES: CP shall reimburse TCG for reasonably incurred out-of-pocket
    actual expenses related to the provision of services hereunder. Such
    expenses shall be capped at and shall not exceed 5% of the Retainer, or
    $7,500 during the Engagement, without the prior written consent of CP or
    they shall not be reimbursed. Expenses shall be invoiced monthly to CP,
    payable net forty-five (45) days after receipt of invoice.

5.  TERM AND TERMINATION: This Agreement shall terminate upon the expiration of
    one (1) year from the effective date hereof. To the extent TCG has not
    earned the Retainer this Agreement shall remain in place until such time as
    the aggregate fee is earned and shall thereafter automatically terminate.
    Any nonbreaching party may terminate this Agreement (1) at any time on 30
    business days' prior written notice to the other party and (2) if the other
    party has breached any of the provisions of the Agreement, on 5 business
    days' prior written notice to the breaching party unless such breach shall
    have been cured to the reasonable satisfaction of the nonbreaching party
    within such 5 days. In the event of any such termination, TCG will make
    reasonable efforts to bring closure to any in-process work prior to the
    effective date of termination of the engagement and will be paid earned
    professional fees to the effective date of termination. All out-of-pocket
    expenses reasonably incurred, in accordance with the terms and conditions of
    the Agreement, up to the effective date of termination shall also be
    reimbursed if submitted within thirty (30) days of termination.



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6.  NON-DISCLOSURE AGREEMENT: The parties shall enter into a Non-Disclosure
    Agreement immediately following the execution of this Agreement.

7.  INDEMNIFICATION: CP will indemnify TCG for any third party claims made
    against TCG during the term hereof or for twelve (12) months thereafter
    arising in connection with the provision of consulting services by TCG under
    this Agreement, except to the extent that such claim arises from the gross
    negligence or willful wrongdoing of TCG. TCG will indemnify CP for any third
    party claims made against CP during the term hereof or for twelve (12)
    months thereafter arising in connection with the provision of consulting
    services by TCG under this Agreement to the extent such claim arises from
    the gross negligence or willful wrongdoing of TCG. The foregoing
    indemnification by each party shall be subject to the following: The party
    seeking indemnification hereunder (the "Indemnitee") (i) shall provide
    prompt written notice of such claim to the party from whom indemnification
    is sought (the "Indemnitor"); and (ii) shall allow the Indemnitor to defend
    any such claim using counsel of its choice. The Indemnitor shall not settle
    any such claim without the express written consent of the Indemnitee, such
    consent not to be unreasonably withheld.

8.  MISCELLANEOUS: This Agreement may not be assigned by either party without
    the express written consent of the other party. If any provision of this
    Agreement is found to be illegal or invalid, the remaining provisions shall
    remain in full force and effect in accordance with their terms. No delay or
    omission by either party in exercising any right under this Agreement shall
    operate as a waiver of that or any other right. This Agreement constitutes
    the entire agreement between the parties relating to the subject matter
    herein and supersedes all prior agreements and understandings between the
    parties, whether written or oral. This Agreement may be amended or modified
    only by a written instrument executed by both parties. This Agreement shall
    be governed by California law, without regard to its conflict of law
    provisions.

If the scope and terms of this Engagement are acceptable, please acknowledge
your acceptance by signing the confirmation attached, returning the enclosed
copy of this Letter to as at the above address.

If there any questions, please do not hesitate to contact me.

CRITICAL PATH, INC.


BY: /s/ WILLIAM E. MCGLASHAN, JR.

NAME:  WILLIAM E. MCGLASHAN, JR.
       Chief Executive Officer



ACKNOWLEDGED AND AGREED:


THE COHEN GROUP

BY: /s/ JAMES M. BODNER

NAME:   James M. Bodner, Senior Vice President



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