Exhibit 10.2


     

    Exhibit
      10.2

     

    
 

    
      A-Z
        CONSULTING, INC.

      “Catch
        the Vision........”

       

    

    


    


    February
      2, 2005

    


    PERSONAL
      AND CONFIDENTIAL

    


    Computer
      Access International, Inc.

    305
      Roosevelt Road

    E.
      Rochester, NY 14445

    Attn:
      Dan
      Slocum, President & CEO

    


    Dear
      Mr.
      Slocum:

    


    This
      letter agreement ("Agreement") confirms the terms and conditions of the
      engagement of A-Z Consulting, Inc. ("AZC") by Computer Access International,
      Inc. (the "Company") to render certain professional services to the Company:
      

    


    1. Services.
      AZC
      agrees to perform the following services:

    


    
      	 	
              (a)

            	
              
              

            


    

    


    
      	 	
              (b)

            	
              Assist
                with the preparation of Form D, Board resolutions, subscription agreements
                and investor questionnaires pursuant to a private exempt offering
                under
                Regulation D;

            


    

    


    
      	 	
              (c)
                

            	
              Assist
                with state filings in connection with proposed
                offering;

            


    

    


    
      	 	
              (d)

            	
              Obtain
                CUSIP number for issuer;

            


    

    


    
      	 	
              (e)

            	
              Assist
                the Company in preparing its disclosures pursuant to NASD and National
                Quotation Bureau requirements;

            


    

    


    
      	 	
              (f)

            	
              Assist
                with general corporate consulting through the term as discussed
                below;

            


    

    


    
      	 	
              (g)

            	
              Assist
                in corporate cleanup work, including new board resolutions, officer
                appointments and corporate tax
                matters.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    2. Fees.
      The
      Company agrees to pay AZC for its services 2% of the outstanding common shares
      of the Company, which represents approximately 400,000 shares. 

     

    Non-Dilution.
      In
      addition, the Company acknowledges the current ongoing corporate restructuring
      and agrees that AZC will maintain the 2% level of ownership should additional
      shares be issued at anytime during the six months following the date of signing
      this agreement. 

    


    Regulation
      D. If
      applicable, the Company agrees to issue the shares due in connection with this
      agreement in any open Regulation D offering. 

    


    3. Term.
      The
      term of this Agreement shall commence on February 2, 2005 and end 90 days from
      this time. This agreement may be terminated by the Company with 30 days prior
      written notice to AZC. If the Company terminates this Agreement prior to the
      expiration of the Term, the Company shall pay to AZC all reasonable expenses
      incurred, in accordance with Paragraph 5 hereof. Any obligation pursuant to
      this
      Paragraph 3, and pursuant to Paragraphs 2, 4, 5, 6 and 8 hereof, shall survive
      the termination or expiration of this Agreement.

    


    4. Expenses.
      The
      Company agrees to reimburse AZC for all of its reasonable out-of-pocket fees,
      expenses and costs (including, but not limited to, legal, accounting, travel,
      accommodations, telephone, translation, computer, courier and supplies) in
      connection with the performance of its services under this Agreement,
upon
      prior written approval.
      All
      such fees, expenses and costs will be billed at any time by AZC and are payable
      by the Company when invoiced. Upon expiration of the Agreement any unreimbursed
      fees and expenses will be immediately due and payable. 

    


    5. Indemnification.
      In
      addition to the payment of fees and reimbursement of fees and expenses provided
      for above, the Company agrees to indemnify AZC and its affiliates with regard
      to
      the matters contemplated herein, as set forth in Exhibit A, attached hereto,
      which is incorporated by reference as if fully set forth herein. 

    


    6. Matters
      Relating to Engagement.
      The
      Company acknowledges that AZC has been retained solely to provide the services
      set forth in this Agreement. In rendering such services, AZC shall act as an
      independent contractor, and any duties of AZC arising out of its engagement
      hereunder shall be owed solely to the Company. The Company further acknowledges
      that AZC may perform certain of the services described herein through one or
      more of its affiliates.

    


    The
      Company acknowledges that AZC is a consulting firm that is engaged in providing
      financial advisory services. The Company acknowledges and agrees that in
      connection with the performance of AZC's services hereunder (or any other
      services) that neither AZC nor any of its employees will be providing the
      Company with legal, tax or accounting advice or guidance (and no advice or
      guidance provided by AZC or its employees to the Company should be construed
      as
      such) and that neither AZC nor its employees hold itself or themselves out
      to be
      advisors as to legal, tax, accounting or regulatory matters in any jurisdiction.
      The attorneys and accountants that work for AZC are exclusively for AZC's
      benefit. The Company shall consult with its own legal, tax, accounting and
      other
      advisors concerning all matters and advice rendered by AZC to the Company and
      the Company shall be responsible for making its own independent investigation
      and appraisal of the risks, benefits and suitability of the advice and guidance
      given by AZC to the Company and the transactions contemplated by this Agreement.
      Neither AZC nor its employees shall have any responsibility or liability
      whatsoever to the Company or its affiliates with respect thereto.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    The
      Company recognizes and confirms that in performing its duties pursuant to this
      Agreement, AZC will be using and relying on data, material, and other
      information (the "Information") furnished by the Company or their respective
      employees and representatives. The Company will cooperate with AZC and will
      furnish AZC with all Information concerning the Company and any Transaction,
      Alternate Transaction or Financing which AZC deems appropriate and will provide
      AZC with access to the Company's officers, directors, employees, independent
      accountants and legal counsel for the purpose of performing AZC's obligations
      pursuant to this Agreement. The Company hereby agrees and represents that all
      Information furnished to AZC pursuant to this Agreement shall be accurate and
      complete in all material respects at the time provided, and that, if the
      Information becomes materially inaccurate, incomplete or misleading during
      the
      term of AZC's engagement hereunder, the Company shall promptly advise AZC in
      writing. Accordingly, AZC assumes no responsibility for the accuracy and
      completeness of the Information. In rendering its services, AZC will be using
      and relying upon the Information without independent verification evaluation
      thereof. 

    


    7. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida without regard to the conflict of laws provisions
      thereof.

    


    8. No
      Brokers.
      The
      Company represents and warrants to AZC that there are no brokers,
      representatives or other persons which have an interest in compensation due
      to
      AZC from any services contemplated herein. 

    


    9.
      Authorization.
      The
      Company and AZC represent and warrant that each has all requisite power and
      authority, and all necessary authorizations, to enter into and carry out the
      terms and provisions of this Agreement and the execution, delivery and
      performance of this Agreement does not breach or conflict with any agreement,
      document or instrument to which it is a party or bound.

    


    10. Miscellaneous.
      This
      Agreement constitutes the entire understanding and agreement between the Company
      and AZC with respect to the subject matter hereof and supersedes all prior
      understanding or agreements between the parties with respect thereto, whether
      oral or written, express or implied. Any amendments or modifications must be
      executed in writing by both parties. This Agreement and all rights, liabilities
      and obligations hereunder shall be binding upon and insure to the benefit of
      each party’s successors but may not be assigned without the prior written
      approval of the other party. If any provision of this Agreement shall be held
      or
      made invalid by a statute, rule, regulation, decision of a tribunal or
      otherwise, the remainder of this Agreement shall not be affected thereby and,
      to
      this extent, the provisions of this Agreement shall be deemed to be severable.
      This Agreement may be executed in any number of counterparts, each of which,
      shall be deemed to be an original, but such counterparts shall, together,
      constitute only one instrument. The descriptive headings of the Paragraphs
      of
      this Agreement are inserted for convenience only, do not constitute a part
      of
      this Agreement and shall not affect in anyway the meaning or interpretation
      of
      this Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    Please
      confirm that the foregoing correctly sets forth our agreement by signing below
      in the space provided and returning this Agreement to AZC for execution, which
      shall constitute a binding agreement as of the date first above
      written.

    


    Thank
      you. We look forward to a mutually rewarding relationship.

    


     

    


    A-Z
      CONSULTING, INC.  
 COMPUTER
      ACCESS INTERNATIONAL, INC.

    
 

     

    /s/
      R.
      Chris
      Cottone                                            
/s/
      Dan Slocum

    Name:
       R.
      Chris
      Cottone                                    
Name:
      Dan
      Slocum

    Title:
       Vice-President                                        
       Title: President
      & CEO

    


    Date:
      February 2,
      2005                                       
Date:
      February 2, 2005

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A: INDEMNIFICATION

    


    The
      Company agrees to indemnify AZC, its employees, directors, officers, agents,
      affiliates, and each person, if any, who controls it within the meaning of
      either Section 20 of the Securities Exchange Act of 1934 or Section 15 of the
      Securities Act of 1933 (each such person, including AZC is referred to as
      "Indemnified Party") from and against any losses, claims, damages and
      liabilities, joint or several (including all legal or other expenses reasonably
      incurred by an Indemnified Party in connection with the preparation for or
      defense of any threatened or pending claim, action or proceeding, whether or
      not
      resulting in any liability) ("Damages"), to which such Indemnified Party, in
      connection with providing its services or arising out of its engagement
      hereunder, may become subject under any applicable Federal or state law or
      otherwise, including but not limited to liability or loss (i) caused by or
      arising out of an untrue statement or an alleged untrue statement of a material
      fact or omission or alleged omission to state a material fact necessary in
      order
      to make a statement not misleading in light of the circumstances under which
      it
      was made, (ii) caused by or arising out of any act or failure to act, or (iii)
      arising out of AZC's engagement or the rendering by any Indemnified Party of
      its
      services under this Agreement; provided, however, that the Company will not
      be
      liable to the Indemnified Party hereunder to the extent that any Damages are
      found in a final non-appealable judgment by a court of competent jurisdiction
      to
      have resulted from the gross negligence or willful misconduct of the Indemnified
      Party seeking indemnification hereunder.

    


    These
      indemnification provisions shall be in addition to any liability which the
      Company may otherwise have to any Indemnified Party.

    


    If
      for
      any reason, other than a final non-appealable judgment finding an Indemnified
      Party liable for Damages for its gross negligence or willful misconduct the
      foregoing indemnity is unavailable to an Indemnified Party or insufficient
      to
      hold an Indemnified Party harmless, then the Company shall contribute to the
      amount paid or payable by an Indemnified Party as a result of such Damages
      in
      such proportion as is appropriate to reflect not only the relative benefits
      received by the Company and its shareholders on the one hand and the Indemnified
      Party on the other, but also the relative fault of the Company and the
      Indemnified Party as well as any relevant equitable considerations.

    


    Promptly
      after receipt by the Indemnified Party of notice of any claim or of the
      commencement of any action in respect of which indemnity may be sought, the
      Indemnified Party will notify the Company in writing of the receipt or
      commencement thereof and the Company shall have the right to assume the defense
      of such claim or action (including the employment of counsel reasonably
      satisfactory to the Indemnified Party and the payment of fees and expenses
      of
      such counsel), provided that the Indemnified Party shall have the right to
      control its defense if, in the opinion of its counsel, the Indemnified Party's
      defense is unique or separate to it as the case may be, as opposed to a defense
      pertaining to the Company. In any event, the Indemnified Party shall have the
      right to retain counsel reasonably satisfactory to the Company, at the Company's
      sole expense, to represent it in any claim or action in respect of which
      indemnity may be sought and agrees to cooperate with the Company and the
      Company's counsel in the defense of such claim or action. In the event that
      the
      Company does not promptly assume the defense of a claim or action, the
      Indemnified Party shall have the right to employ counsel to defend such claim
      or
      action. Any obligation pursuant to this Annex shall survive the termination
      or
      expiration of the Agreement.

     

     

    
      
        
        

      

      
        5