Exhibit
10.2


DIRECTOR AGREEMENT


THIS AGREEMENT is made and entered into effective as of October
11, 2021 (the “Effective Date”), by and between UPAY, Inc., a Nevada corporation (the “Company”) and James Byrd
(“Director”).


1. Term. This Agreement shall continue for a period of 12
months from the Effective Date, which is October 11, 2021, through October 11, 2022. The Parties may negotiate an extension to the
term, which will require an addendum to this Agreement.


2. Position and Responsibilities


(a) Position. The Board of Directors hereby appoints the Director
to serve as a Board Member. The Director shall perform such duties and responsibilities as are customarily related to such position in
accordance with Company’s bylaws, Code of Ethics, and applicable law, including, but not limited to, assisting the Company in the
following: (a) obtaining DTC eligibility for the Company’s common stock; (b) assisting in the Company’s Regulation A filing;
(c) advise the Company on its public company and business needs (the “Services”). Director hereby agrees to use his best efforts
to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director.
Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are
applicable to the Company and the performance of the Services, and Company’s rules, regulations, and practices as they may from
time-to-time be adopted or modified. The Parties acknowledge that the Director’s position shall not constitute legal advice or acting
in the role of legal counsel during the term.


(b) Other Activities. Director may be employed by another company,
may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary
advantage), as long as such outside activities do not violate Director’s obligations under this Agreement or Director’s fiduciary
obligations to the Company’s shareholders. Director represents that Director has no outstanding agreement or obligation that is
in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict
and agrees not to enter into any agreement or obligation that could create such a conflict without the approval of a majority of the Board
of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions
of this Agreement, Director will promptly notify the Board of such obligation, prior to making such disclosure or taking such action.


(c) No Conflict. Director will not engage in any activity that
creates an actual or perceived conflict of interest with the Company, regardless of whether such activity is prohibited by Company’s
conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity
that could reasonably be assumed to create a potential conflict of interest with Company. Notwithstanding the provisions of Section 2
hereof, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including,
but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with
the Company. It is acknowledged by all parties that Director is Chairman and CEO of Legion Capital Corporation, which is a specialized
lender and Director shall be free to continue all of this present duties with said company.






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3. Compensation/Expenses. In consideration of the services
to be rendered under this Agreement, Company shall pay Director a monthly fee of $5,000 per month, payable in advance upon the first of
each month. The Company shall reimburse Director for all reasonable business expenses incurred in the performance of the Services in accordance
with Company’s expense reimbursement guidelines. The Director shall be responsible for advising the Company of the amount of anticipated
expenses, which will require the Board’s approval.


4. Termination.


(a) Right to Terminate. At any time, Director may be removed
as Board Member as provided in Company’s Articles of Incorporation, as amended, bylaws, as amended, and applicable law. Director
may resign as Board Member or Director as provided in Company’s Articles of Incorporation, as amended, bylaws, as amended, and applicable
law.


(b) Effect of Termination as Director. Upon Director’s
termination this Agreement will terminate; Company shall pay to Director all compensation and expenses to which Director is entitled up
through the date of termination; and Director shall be entitled to his rights under any other applicable law. Thereafter, all of Company’s
obligations under this Agreement shall cease.


5. Termination Obligations. Director agrees that all property,
including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated
materials provided to or prepared by Director incident to the Services and his membership on the Company’s Board of Directors or
any committee therefore the sole and exclusive property of the Company and shall be promptly returned to the Company at such time as the
Director is no longer a member of the Company’s Board of Directors.


6. Nondisclosure Obligations. Director shall maintain in confidence
and shall not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any Proprietary Information
(as defined below), confidential information, or trade secrets belonging to Company, whether or not it is in written or permanent form,
except to the extent necessary to perform the Services, as required by a lawful government order or subpoena, or as authorized in writing
by Company. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and
other third parties, learned by Director as a result of performing the Services. “Proprietary Information” means all information
pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii)
the information was part of Director’s general knowledge prior to his relationship with Company; or (iii) the information is disclosed
to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company.


7. Dispute Resolution


(a) Jurisdiction and Venue. The parties agree that any suit,
action, or proceeding between Director and Company (and its affiliates, shareholders, directors, officers, employees, members, agents,
successors, attorneys, and assigns) relating to this Agreement shall be brought in either the United States District Court for the State
of Florida or in a Florida state court and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive,
to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding
brought in such court. If any one or more provisions of this Section shall for any reason be held invalid or unenforceable, it is the
specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid
and enforceable.






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(b) Attorneys’ Fees. Should any litigation, arbitration
or other proceeding be commenced between the parties concerning the rights or obligations of the parties under this Agreement, the party
prevailing in such proceeding shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its
attorneys’ fees in such proceeding. This amount shall be determined by the court in such proceeding or in a separate action brought
for that purpose. In addition to any amount received as attorneys’ fees, the prevailing party also shall be entitled to receive
from the party held to be liable, an amount equal to the attorneys’ fees and costs incurred in enforcing any judgment against such
party. This Section is severable from the other provisions of this Agreement and survives any judgment and is not deemed merged into any
judgment.


8. Entire Agreement. This Agreement constitutes the entire
understanding between the parties hereto superseding all prior and contemporaneous agreements or understandings among the parties hereto
concerning the Agreement. Independent of this Agreement, there is an effective February 5, 2021 Share Purchase and Services agreement
between James Byrd and the Company, this Agreement of which does not supersede or otherwise effect such Share Purchase and Services Agreement.


9. Amendments; Waivers. This Agreement may be amended, modified,
superseded or canceled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written
instrument executed by the parties or, in the case of a waiver, by the party to be charged.


10. Assignment. This Agreement shall not be assignable by either
party.


11. Severability. If any provision of this Agreement shall
be held by a court to be invalid, unenforceable, or void, such provision shall be enforced to fullest extent permitted by law, and the
remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is declared
by a court of competent jurisdiction to exceed the maximum time period or scope that such court deems enforceable, then such court shall
reduce the time period or scope to the maximum time period or scope permitted by law.


12. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada.


13. Interpretation. This Agreement shall be construed as a
whole, according to its fair meaning, and not in favor of or against any party. Captions are used for reference purposes only and should
be ignored in the interpretation of the Agreement.


14. Binding Agreement. Each party represents and warrants to
the other that the person(s) signing this Agreement below has authority to bind the party to this Agreement and that this Agreement will
legally bind both Company and Director. To the extent that the practices, policies, or procedures of Company, now or in the future, are
inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Director’s
duties or compensation as Board Member will not affect the validity or scope of the remainder of this Agreement.






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15. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


16. Date of Agreement. The parties have duly executed this
Agreement as of the date first written above.


 


UPAY, INC. 


 


By: /s/ Wouter A. Fouche          


 


WOUTER A FOUCHE - CEO


 


 


DIRECTOR – JAMES BYRD 


 


 


/s/ James Byrd                         


JAMES BYRD


 






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