Exhibit 10.1


 


CONSENT AGREEMENT


 


This CONSENT AGREEMENT (this “Consent Agreement”) is entered into by
and between Skypostal, Inc., a corporation of the State of Delaware
(hereinafter “Skypostal”), and Albert P. Hernandez (hereinafter “APH”), an
individual as of the 26 day of March, 2008 (the “Effective Date”).


 


WHEREAS,
Skypostal previously entered into an employment agreement with APH dated as of August 1,
2006 (the “Employment Agreement”), whereby APH would agreed to  serve
as Skypostal’s Chief Executive Officer and President; and


 


WHEREAS,
pursuant to the Employment Agreement, Skypostal agreed to pay APH an annual
salary of $200,000 per year (the “Cash Compensation”); and


 


WHEREAS,
Skypostal has not paid APH the full Cash Compensation and, as of the March 31,
2008, Skypostal has accrued $180,667 in unpaid Cash Compensation due to APH
(the “Unpaid Cash Compensation”); and


 


WHEREAS,
pursuant to the Employment Agreement, Skypostal agreed to  issue to APH an
option to purchase 2,311,440 shares of the Company’s common stock at an
exercise price of $0.30 per share (the “Employment Options”); and


 


WHEREAS,
Skypostal is contemplating a reverse merger into a public-traded company (the “Merger”);
and


 


WHEREAS, in
connection with the Merger, Skypostal desires to eliminate the Employment
Options and the Unpaid Cash Compensation; and


 

















 


WHEREAS,
Skypostal has discussed with APH converting the Employment Options and the
Unpaid Cash Compensation into shares of Skypostal’s common stock; and


 


WHEREAS, APH
has agreed to convert the Employment Options and the Unpaid Cash Compensation
into shares of the Company’s common stock; and


 


WHEREAS, the
parties wish to document their agreement regarding the conversion and issuance
of such shares.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties hereby agree to the following terms and conditions.


 


TERMS AND CONDITIONS


 


1.                                       Upon execution of this Consent Agreement by
both parties, Skypostal shall cancel the Employment Options on its books and
shall issue to APH a total of 1,155,720 shares of the Company’s common stock
(the “Option Conversion Shares”).


 


2.                                       Upon execution of this Consent Agreement by
both parties, Skypostal shall issue to APH a total of 602,223 shares of the Company’s
common stock (the “Compensation Conversion Shares”).


 


3.                                       Notwithstanding anything to the contrary in
the Employment Agreement, upon issuance of the Option Conversion Shares and the
Compensation Conversion Shares, APH shall not have any options or warrants to
purchase any of the Company’s capital stock.


 


4.                                       Force of Employment Agreement. The parties agree that this Consent
Agreement is limited in scope to the conversion of the Unpaid Cash Compensation
and the Employment Options and that all other terms, conditions obligations and
rights contained in the Employment Agreement shall continue in full force and
effect.


 


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5.                                       Further Documents. The parties agree to execute all further
documents necessary to accomplish the purposes of this Agreement either
simultaneously with the execution of this Agreement or upon reasonable request
thereafter.


 


6.                                       Binding on Successors. This Consent Agreement shall be binding
upon and inure to the benefit of the parties, and their successors, assignees
and transferees.


 


7.                                       Geographic Scope. The parties agree that this Consent
Agreement shall govern the parties throughout the world.


 


8.                                       Notices.    All notices, requests, demands, directions,
and other communications provided for hereunder shall be in writing and mailed,
or faxed, or delivered to the applicable party at the address of such party set
forth below (or such other address duly provided in writing to the other side).
Each such notice, request, demand, direction, or other communication shall be effective
upon delivery.


 


If to Skypostal:


 


Skypostal, Inc.

7805 NW 15th Street

Miami, Florida 33166

ATTN: Albert Hernandez


 


If to APH:


 


Albert P. Hernandez


 


 


 


9.                                       Severability. If any provision of this Consent Agreement
shall be held void or unenforceable by a court, such provision shall be
severable and shall not affect the validity or enforceability of any other
provision of this Consent Agreement.


 


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10.                                 Facsimile Signatures. This Consent Agreement may be delivered to
each party by facsimile and such delivery shall be effective and binding. The
parties acknowledge and agree that after execution and delivery by facsimile,
additional copies of this Consent Agreement may be circulated for signature so
that each party will ultimately retain a fully-executed original. The
circulation of these additional copies for original signature shall in no way
affect or diminish the binding
effect of this Consent Agreement previously signed in counterparts and
delivered by facsimile.


 


11.                                 Complete Agreement. Each party hereto acknowledges that this
Consent Agreement represents the entire agreement between the parties with
respect to the subject matter addressed herein. All prior communications and negotiations
between the parties are merged into this document.


 


12.                                 Construction of Agreement. This Consent Agreement shall be governed by
the laws of the State of Florida, without regard to its conflict of laws rules.
This Consent Agreement shall be construed without regard to the party
responsible for the preparation of the same, and shall be deemed as prepared
jointly by the parties hereto. Any ambiguity or uncertainty existing herein
shall not be interpreted or construed against any party hereto by virtue of who
may have drafted such provision.


 


13.                                 Remedies. The parties hereby recognize that irreparable damage may result in
the event of breach of any of the covenants and assurances contained in this
Consent Agreement by either Party. As such, in the event of breach or
threatened breach of any of the covenants and assurances contained in this
Consent Agreement, the non-breaching party shall be entitled to enjoin and
restrain the breaching party from violation or continued violation of said
covenant or


 


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assurance.
A defendant in an injunction action brought pursuant to this Paragraph hereby
waives any defense that there is an adequate remedy at law. Such remedies will
not be the exclusive remedies for any breach of this Consent Agreement, but
will be in addition to all other remedies available at law or equity to the
non-breaching party, including an action for damages.


 


14.                                 Amendment. This Consent Agreement may not  be altered, amended, modified, or
otherwise changed in any respect or particular whatsoever except by a writing
executed by an authorized representative of each party.


 


15.                                 No Waiver. The waiver by either party of a breach of any provision of this
Agreement or the failure by any party to exercise any right stated herein shall
not operate or be construed as a waiver of any subsequent breach of that right
or a waiver of any other right.


 


16.                                 Authority. Each party hereto represents and warrants that its execution of the
Agreement has been duly authorized by all necessary corporate action of either
party and that its representative has legal power and authority to enter this
Consent Agreement on its behalf.


 


IN WITNESS WHEREOF, the parties have caused this Consent Agreement to
be signed individually or by their duly authorized corporate officers as of the
date first written above.


 


	
   

  	
   

  	
   

  	
  SKYPOSTAL,
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  March 26,
  2008

  	
   

  	
  /s/ A. J. Hernandez

  
	
   

  	
   

  	
   

  	
  Name:

  	
  A. J. Hernandez

  
	
   

  	
   

  	
   

  	
  Title

  	
  C.
  O. O.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ALBERT
  P. HERNANDEZ

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  March 26,
  2008

  	
   

  	
  /s/
  Albert P. Hernandez

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Albert
  P. Hernandez

  
						



 


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