Consultant Agreement


Agreement Commencement Date:  January 18, 2002

Data  Power of New England, Inc.
18  Main  Street,  Suite  208
Townsend,  MA  01469
(978)  597-6100

Agreement Termination Date:  January 18, 2004

Per Clause 4 of this Agreement
------------------------------

BETWEEN:

                      Name: Data Power Of New England, Inc.
                            18 Main Street, Suite 208
                               Townsend, MA 01469
                  (Hereinafter referred to as "the Consultant")


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                                      And

                               CyPost Corporation
                            900-1281 Georgia Street
                              Vancouver, BC V6E 3J7
                   (Hereinafter referred to as "the Company")


IN CONSIDERATION OF the mutual covenants, terms and agreements herein contained,
and  for  other  good and valuable consideration, the receipt and sufficiency of
which  is  hereby  acknowledged,  the  parties  hereto  hereby agree as follows:

     1.   INSURANCE  CLAUSE  11.
          ----------------------

               It  is  hereby  agreed and initialled by both parties that Clause
               11.  Insurance  shall not apply or have effect in this Agreement.

               For CyPost                     Data Power of New England, Inc.

               -----------------              ---------------------------

     2.   THE  COMPANY  SHALL.
          -------------------

Allow the use of Company facilities required to complete the tasks.

     3.   COMPENSATION  AND  HOURS  OF  WORK.
          ----------------------------------
          (a)  The Company agrees to consultation fee rate of three hundred
               fifty U.S. dollars per hour, (u.s. $350.00/hour), billable in 15
               minute increments for Services provided, billed on the first
               (1st) day of the month and payable net 10 days for Services
               provided within this Agreement. The aforesaid fee is payable in
               cash, check or S-8 stock and/or combination of any of the above
               to the consultant.
          (b)  The Consultant shall maintain complete and accurate accounting
               records, in a form in accordance with sound accounting practices,
               to substantiate his/her invoices hereunder. The Consultant shall
               retain such records for a minimum of one year from the date of
               final payment under this Agreement.
          (c)  The Consultant shall submit an invoice once per month, showing
               work finished or in progress and time applied to each with a
               document of records supporting billable hours via electronic mail
               to the designated person at the Company.


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     4.   TERM.
          ----

          This Agreement shall commence on the above Date of Commencement of
          Term, and shall remain in effect from month to month until the above
          Date of Termination of Term (the "Term").

          This Agreement may be terminated at any time at the option of one
          party, upon the failure of the other party to comply with the
          covenants, terms and agreements of this Agreement and upon notice of
          such failure to such other party, or upon giving 30 days written
          notice to the other Party of the intention to terminate the Agreement.

          Upon any termination of this Agreement, the Consultant shall deliver
          to the Company all written or descriptive matter which has been
          developed, maintained or copied by the Consultant in furtherance of
          this Agreement, or which may contain Confidential Information (as
          defined below), including, but not limited to drawings, files, lists,
          plans, blueprints, papers, documents, tapes, software or any other
          such media. The Consultant shall secure all such written or
          descriptive matter in locked files at all times to prevent their loss
          or unauthorized disclosure, and to segregate Confidential Information
          at all times from the material of others. In the event of loss or
          destruction of any such written or descriptive matter, the Consultant
          shall promptly notify the Company of the particulars of the same in
          writing.

     5.   CONFIDENTIAL  INFORMATION.
          -------------------------

          (a)  For the purposes of this Agreement, the term "Confidential
               Information" means all information disclosed to, or acquired by,
               the Consultant or the Consultant's employees or agents in
               connection with, and during the term of this Agreement which
               relates to the Company's past, present and future research,
               developments, systems, operations and business activities,
               including, without limiting the generality of the foregoing:

                    i.   All items and documents prepared for, or submitted to,
                         the Company in connection with this Agreement, and

                    ii.  All information specifically designated by the Company
                         as confidential;

               But shall not include any information which was known to the
               Consultant prior to the date hereof, or which was publicly
               disclosed otherwise than by breach of this Agreement.

          (b)  The Consultant acknowledges that pursuant to the performance of
               his/her obligations under this Agreement, he/she may acquire
               Confidential Information. The Consultant covenants and agrees,
               during the Term and following any termination of this Agreement,
               to hold and maintain all Confidential Information in trust and
               confidence for the Company and not to use Confidential
               Information other than for the benefit of the Company except as
               required by Law. Except as authorized in writing by the Company,
               the Consultant covenants and agrees not to disclose any


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               Confidential Information, by publication or otherwise, to any
               person other than those persons whose services are contemplated
               for the purposes of carrying out this Agreement, provided that
               such persons agree in writing to be bound by, and comply with the
               provisions of this paragraph. The Consultant shall obtain similar
               covenants and agreements to those contained in this paragraph for
               the benefit of the Company from each of its employees or agents
               who are, or may be, exposed to Confidential Information.


     6.   RIGHTS IN DATA.
          --------------

          (a)  All of the items prepared for or submitted to the Company under
               this Agreement (the "Items") shall belong exclusively to the
               Company. The Consultant hereby assigns to the Company the
               ownership of copyright in the Items and the Company shall have
               the right to obtain and hold, in its own name, copyrights,
               registrations and similar protection, which may be available in
               the Items. The Consultant shall give the Company or its designees
               all assistance reasonably required to perfect such rights.

          (b)  To the extent that any pre-existing materials are contained in
               the Items, the Consultant grants to the Company an irrevocable,
               non-exclusive, worldwide, royalty-free license to (i) use,
               execute, reproduce, display, perform, distribute (internally or
               externally) copies of, and prepare derivative works based upon
               the Items and (ii) authorize others to do any, some or all of the
               foregoing.

          (c)  No license or right is granted to the Consultant either expressly
               or by implication, estoppels or otherwise, to publish, reproduce,
               prepare derivative works based upon, distribute copies of,
               publicly display, or perform, any of the Items, except
               pre-existing materials of the Consultant, either during the Term
               or after termination of this Agreement.

     7.   WARRANTIES.
          ----------

               The Consultant represents and warrants as follows:

          (a)  That he/she is under no obligation or restriction, nor will
               he/she assume any such obligation or restriction, which would in
               any way interfere or be inconsistent with, or present a conflict
               of interest concerning the services to be furnished by him/her
               under this Agreement.

          (b)  That all items delivered to the Company pursuant to this
               Agreement are original and that no portion of such items, or
               their use or distribution, violates or is protected by any
               copyright or similar right of any third party.

          (c)  That any information disclosed by the Consultant to the Company
               is not confidential and/or proprietary to the Consultant and/or
               any third party.


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     8.   TRADE MARKS AND TRADE NAMES.
          ---------------------------

               Notwithstanding any other provision of this Agreement, the
               Consultant shall have no right to use the Trade Marks or Trade
               Names of the Company or to refer to this Agreement or the
               Services, directly or indirectly, in connection with any product,
               service, promotion or publication without the prior written
               approval of the Company.

     9.   NOTICES.
          -------

               All notices, requests, demands or other communications required
               by this Agreement or desired to be given or made by either of the
               parties to the other hereto shall be given or made by personal
               delivery or by mailing the same in a sealed envelope, postage
               prepaid, registered mail, return receipt requested, and addressed
               to the parties at their respective addresses set forth above or
               to such other address as may, from time to time, be designated by
               notice given in the manner provided in this paragraph. Any notice
               or communication mailed as aforesaid shall be deemed to have been
               given and received on the third business day next following the
               date of its mailing. Any notice or writing delivered to a party
               hereto shall be deemed to have it been given and received on the
               day it is delivered, provided that if such day is not a business
               day, then the notice or communication shall be deemed to have
               been given and received on the business day next following such
               date.

     10.  INSURANCE.
          ---------

               The Consultant shall maintain, throughout the performance of
               his/her obligations under this Agreement, adequate general
               liability insurance providing coverage against liability for
               bodily injury, death and property damage which may arise out of
               or based upon any act or omission of the Consultant or any of its
               employees, agents or subcontractors under this Agreement. Upon
               written request, the Consultant shall promptly provide
               certificates from its insurers indicating the amount of insurance
               coverage, the nature of such coverage and the expiration date of
               each applicable policy.

     11.  COMPLIANCE WITH LAWS.
          --------------------

               The Consultant agrees that he will comply with all applicable
               laws, ordinances, regulations and codes in the performance of its
               obligations under this Agreement, including the procurement of
               permits and certificates where required. The Consultant further
               agrees to hold harmless and indemnify the Company against any
               loss or damage to include reasonable solicitor's fees that may be
               sustained by reason of the failure of the Consultant to comply
               with such laws, ordinances, regulations and codes.


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     12.  ENTIRE AGREEMENT.
          ----------------

               This Agreement sets forth the entire Agreement between the
               parties hereto in connection with the subject matter hereof. No
               alteration, amendment or qualification of this Agreement shall be
               valid unless it is in writing and is executed by both of the
               parties hereto.

     13.  SEVERABILITY.
          ------------

               If any paragraph of this Agreement or any portion thereof is
               determined to be unenforceable or invalid by the decision of any
               court by competent jurisdiction, which determination is not
               appealed or appeasable, for any reason whatsoever, such
               unenforceability or invalidity shall not invalidate the whole
               Agreement, but the Agreement shall be construed as if it did not
               contain the particular provision held to be invalid and the
               rights and obligations of the parties shall be construed and
               enforced accordingly.

     14.  FURTHER ASSURANCES.
          ------------------

               The parties hereto covenant and agree that each shall and will,
               upon reasonable request of the other, make, do, execute or cause
               to be made, done or executed, all such further and other lawful
               acts, deeds, things, devices and assurances whatsoever for the
               better or more perfect and absolute performance of the terms and
               conditions of the this Agreement.


     15.  SUCCESSORS AND ASSIGNS.
          ----------------------

               The Consultant shall not assign this Agreement or any interest
               herein or subcontract the performance of any Services without the
               prior written consent of the Company. This Agreement may be
               assigned by the Company without the Consultant's consent and the
               Assignee shall have the rights and obligations of the Company.
               This Agreement shall enure to the benefit of and be binding on
               the heirs, executors, administrators, successors and permitted
               assigns of the parties hereto.

     16.  GOVERNING LAW.
          -------------

               This Agreement shall be governed by and construed in accordance
               with the laws of:


               State/Province         British  Columbia,  Canada
                             ------------------------------------------------


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     17.  RELATIONSHIP.
          ------------

               The Consultant shall perform the Services as an independent
               contractor. Nothing contained in this Agreement shall be deemed
               to create any association, partnership, joint venture, or
               relationship of principal and agent or employer and employee
               between the parties hereto or to provide either party with the
               right, power or authority, whether express or implied, to create
               any such duty or obligation on behalf of the other party. The
               Consultant also agrees that he will not hold himself out as an
               affiliate of or partner, joint venturer, co-principal or
               co-employer with the Company, by reason of the Agreement and that
               the Consultant will not knowingly permit any of his employees,
               agents or representatives to hold themselves out as, or claim to
               be, officers or employees of the Company by reason of the
               Agreement. In the event that the Company is adjudicated to be a
               partner, joint venturer, co-principal or co-employer of or with
               the Consultant. The Consultant shall indemnify and hold harmless
               the Company from and against any and all claims for loss,
               liability or damages arising therefrom.

     18.  CONSTRUCTION.
          ------------

               In this Agreement, except as otherwise expressly provided, all
               words and personal pronouns relating thereto shall be read and
               construed as the number and gender of the party or parties
               referred to in each case require and the verb shall be read and
               construed as agreeing with the required word and pronoun.


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     19.  HEADINGS.
          --------

               The division of this Agreement into paragraphs and the use of
               headings are for convenience of reference only and shall not
               modify or affect the interpretation or construction of this
               Agreement or any of its provisions.

                    ----------------------------------------

IN  WITNESS  WHEREOF  the  parties hereto have executed this Agreement as of the
date  first  above  written.

SIGNED:


Consultant                                   Witness
          ----------------------------              ---------------------------

Kenneth R. Van Sciver, President
                                                    ---------------------------
             (Print name)                           (Print  Name)

CyPost  Corporation
                   ----------------------------------------------

Sandra  L.  Warren
Position:  President


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================================================================================
--------------------------------------------------------------------------------


April 22, 2002

Cypost Corporation
900-1281 West Georgia Street
Vancouver, BC, Canada
V6E 3J7

ATTN:  Mr. Javan Khazali
----
       Managing Director

RE:  Consultant  Agreement  Clarification
---

Dear  Mr.  Khazali,

I, Kenneth R. Van Sciver, was assigned the above contract from Data Power of New
England, Inc. to conduct the services for your firm. I, personally, will perform
All services for Cypost Corporation as referred therein


Very Truly Yours,
---------

/s/  Kenneth R. Van Sciver
----------------------------
Kenneth  R.  Van  Sciver


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