Search Assignment Agreement with Kraft Search Associates, LLC



 Exhibit 10.2 
  
 SEARCH ASSIGNMENT CONFIRMATION 
  
  

			
	 DATE:
	  	March 30, 2005
		
	 CLIENT:
	  	 Yak Communications, Inc.

	 	  	 300 Consilium Place, Suite 500

	 	  	 Scarborough, Ontario M1H 3G2

		
	 TO:
	  	 Mr. Greg Breetz

	 	  	 615-309-9755

		
	 FROM:
	  	Paul Frankenberg
	 	  	Kraft Search Associates, LLC
	 	  	555 Great Circle Road, Suite 200
	 	  	Nashville, TN 37228
	 	  	(615) 782-4276

  
 Kraft Search Associates, LLC
(“KSA”) is pleased to confirm it will represent Yak Communications, Inc. (Client) on an exclusive basis for the following search assignment: 
  
 CHIEF FINANCIAL OFFICER 
  
 KSA will assist Client with drafting a position specifications and description, identifying, recruiting and developing candidates based on the position specifications and
description, delivering candidate profiles and references, coordinating candidate and client meetings and assisting through negotiations with the successful candidate. All activities, efforts and communications regarding this search assignment will
be conducted through Mr. Greg Breetz, unless otherwise specified in writing. 
  
 EXCLUSIVITY 
  
 KSA will act as
Client’s exclusive agent for the assignment under retainer. 
  
 PROFESSIONAL FEES 
  
 Client agrees to pay KSA a Professional Fee
of thirty percent (30%) of the successful candidate’s estimated first year cash compensation (salary and incentive compensation), payable in three installments. 
  
 TERMS 
  
 Based on the desired competencies and experiences required to be a success in this position, the estimated first year cash compensation to conclude this assignment has
been established to be $200,000 to $400,000. A midpoint of $300,000 has been used to calculate the Professional Fee. The combined Fee for the interim hire and the retained search are not to exceed $100,000. 
  
 30% of $300,000 = $90,000 







 Client will pay the Professional Fee as follows: 
  
 Retainer: One third (1/3) of the estimated fee ($30,000) is due at the inception of the search. 
  
 Progress Payment: One third (1/3) of the estimated fee ($30,000) will be invoiced 30
days after the Retainer is invoiced. 
  
 Completion Fee: One-Third (1/3) of
the estimated fee ($30,000), reconciled as necessary, will be invoiced thirty (30) days after the Progress Payment is invoiced. 
  
 Completion Fee: The Completion Fee will reconcile any difference between the estimated first year cash compensation and the actual first year
compensation offered to the successful candidate. Should the actual first year compensation of the successful candidate be lower than the estimated first year compensation upon which the Professional Fee was predicated, Client will be refunded the
Professional Fee difference. If the actual first year compensation is higher than the estimated first year compensation, Client will be invoiced the difference. 
  

If the employment of the successful candidate is justifiably terminated by Client within 6 months of hiring for insufficient performance, KSA will exert efforts to
replace the successful candidate provided that the Professional Fee has been paid in full. Insufficient performance is the material failure of the successful candidate to meet the performance criteria set forth on the position description.

  
 EXPENSES 
  
 KSA will propose a budget for travel expenses for approval by client. Travel expenses are
billed on a monthly basis at cost, or at the tax rate for mileage. Domestic telephone expenses are billed at $5.00 per on-line hour on a monthly basis. International telephone expenses are billed at $7.50 per on-line hour on a monthly basis.
Overnight and express mail services used upon request by client are billed at cost on a monthly basis.  
  
 CONDITIONS AND AGREEMENT LIMITATIONS 
  
 Should Client terminate KSA’s services under this Agreement for circumstances other than failure to perform its services, Client agrees to pay the following: (i) for termination within thirty (30) days of the
date of this Agreement, pay the Retainer (1/3 of the Professional Fee); (ii) from thirty (30) to sixty (60) days, pay the Retainer and the Progress Payment I (2/3 of the Professional Fee); and (iii) past sixty (60) days, pay the entire Professional
Fee. 
  
 Should Client hire additional candidate(s) presented by KSA for a
non-retained assignment, Client agrees to pay a 25% Professional Fee based on the estimated first year compensation for the additional hire(s). 
  
 By execution of this agreement Client has selected, retained and agreed to the fees, terms and conditions stated. Please execute one copy of this document and return for
our records. 
  

			
	Kraft Search Associates, LLC
		
	 By:
	 	 /s/ Paul Frankenberg


	 	 	 Paul Frankenberg, President


  
 Date: 3-30-2005 








			
	Yak Communications Inc.
		
	 By:
	 	 /s/ R. Gregory Breetz


	 Title:
	 	 Chairman of Audit Committee


  
 Date: 3-31-2005