Blue Heron Venture Fund, Ltd.                                       Exhibit 10.2
Nassau, New Providence, The Bahamas

March 17th, 1999

Attention: Mr. Steve Berry
CyPost Corporation

Suite #101
260 West Esplanade
North Vancouver, B.C.
Canada V7M3G7

            Re: Debt Financing for CyPost Corp.

Dear Steve,

Having reviewed the material you provided and considering the direction you wish
to pursue,  I have  decided  to agree to your  request.  I realize  that this is
important to the company and that you needed an answer immediately.  Therefore I
will  agree to  increase  your  funding  for  CyPost  Corporation  to a total of
$6,000,000.00.

Under the  following  terms the Blue Heron Venture Fund will offer an additional
five million dollars U.S. in funding:

1)    CyPost will provide the lender with a promissory demand note


2)    the note will bear interest at 8% payable on demand

3)    CyPost will agree to the lender's demands to waive presentment of payment

4)    the debt may be converted into equity at the following prices:

      A)    U.S. $3,000,000.00 @ $1.50 to 2,000,000 CyPost Common shares

      B)    U.S. $2,000,000.00 @ $2.00 to 1,000,000 CyPost Common shares for a
            total of 5,000,000 common shares of CyPost Corporation upon demand
            of the lender. In doing so the lender waives any interest owed on
            said notes

5)    CyPost will provide a copy of a board resolution acknowledging the
      promissory note and the conditions set forth

If these  terms are  agreeable  to you then  please  sign  below and  return the
original  to me.  Upon  receipt of this  signed  letter you may at any time,  in
writing or by verbal request draw upon an additional U.S. $5,000,000.00 from the
Blue Heron Venture Fund in amounts you deem necessary.

Signed,

Kelly Shane Montalban
Monet Management
Blue Heron Venture Fund

Steve Berry

CEO

CyPost Corporation

<PAGE>

Blue Heron Venture Fund, Ltd.
Nassau, New Providence, The Bahamas

July 12th, 1999

Attention: Mr. Steve Berry
CyPost Corporation

Suite #101
260 West Esplanade
North Vancouver, B.C.
Canada V7M3G7

            Re: Debt Financing for CyPost Corp.

Dear Steve,

I realize that this is an important  period of development for the company.  I'm
sure you would agree that the risks are even greater for the fund at this stage.
Yet I am  pleased  to see that  you  continue  to move  forward  in a timely  an
aggressive  manner.  I believe we would be wrong not to proceed with  additional
funding for CyPost Corporation. Your corporate developments are on track and you
have shown me new view to the companies future

Under the  following  terms the Blue Heron Venture Fund will offer an additional
ten million dollars U.S. in funding for a total of 16 million dollars:

1)    CyPost will provide the lender with a promissory demand note

2)    the note will bear interest at 8% payable on demand

3)    CyPost will agree to the lender's demands to waive presentment of payment

4)    the debt may be converted into equity at the following prices: U.S.
      $10,000,000.00@ $4.00 to 2,500,000 CyPost Common shares upon demand of the
      lender. In doing so the lender waives any interest owed on said notes

5)    CyPost will provide a copy of a board resolution acknowledging the
      promissory note and the conditions set forth

6)    the Blue Heron Venture Fund may withdraw from this commitment at any time,
      having loan some or none of the ten million U.S. dollars

If these  terms are  agreeable  to you then  please  sign  below and  return the
original  to me.  Upon  receipt of this  signed  letter you may at any time,  in
writing or by verbal request draw upon an additional  U.S.  $10,000,000.00  from
the Blue Heron Venture Fund in amounts you deem necessary.

Signed,

Kelly Shane Montalban
Monet Management
Blue Heron Venture Fund

Steve Berry

CEO

CyPost Corporation