crro_s8-ex1003.htm


    Exhibit
10.3

     

    
 

    
      GARY
CURTIS CANNON

      ATTORNEY
AT LAW

      11497
Tree Hollow Lane

      San
Diego, CA 92128-5287

      _____________________

      


      Telephone
(858) 391-9083  Facsimile (858) 391-9084

      email:
gcannon@GaryCurtisCannonAttorney.com

      


       December    1  ,
2007

      


      


      ATTORNEY-CLIENT
RETAINER AGREEMENT

      


      This ATTORNEY-CLIENT RETAINER AGREEMENT
("Agreement") is entered by and between CryoPort, Inc./CryoPort
Systems, Inc.  ("Client") and GARY CURTIS CANNON Attorney at
Law("Attorney").

      


      1.           CONDITIONS.  This
Agreement will not take effect, and Attorney will have no obligation to provide
legal services, until Client returns a signed copy of this Agreement and pays
the retainer called for under paragraph 3.

      


      2.           SCOPE AND
DUTIES.  Client hires Attorney to provide legal services in
connection with General Corporate and SEC
matters, including, but not limited to, SEC and other legal compliance,
corporate governance, draft and review documents, and other such items as may
from time to time be requested by Client. Attorney shall provide those
legal services reasonably required to represent Client, and shall take
reasonable steps to keep Client informed on progress of any matters requested to
be performed, and to respond to Client's inquires. Attorney's services will not
include litigation of any kind, whether in court, in administrative hearings
before government agencies, or arbitration tribunals. Client shall be truthful
with Attorney, cooperate with Attorney, keep Attorney informed of developments,
abide by this Agreement, pay Attorney's bills on time and keep Attorney advised
of Client's address, telephone numbers, contact persons and other pertinent
information.

      


      3.           NONREFUNDABLE
RETAINER.  Client shall pay $12,000.00 per month
non-refundable retainer to cover Attorney’s reasonable monthly legal services.
Retainer shall be paid upon the signing of this Agreement and on the 1st day of
every month thereafter so long as this Agreement is in force and effect. The
monthly Retainer shall be paid as follows $9,000.00 in cash and $3,000.00 in
cashless warrants with a strike price $0.84 or the ten (10) day VWAP average
prior to issuance, which ever is lower, until Client reaches the breakeven point
at which time the Retainer will convert to all cash. This retainer shall cover
all monthly work required. It is understood that Attorney bills at an hourly
rate of $350.00 per hour and should Client required work exceed the retainer on
an ongoing basis for more than three (3) consecutive months, Client and Attorney
agree to review the monthly retainer upon Attorney’s request.

      



      
        
           


        

        
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      4.           LEGAL FEES.  Client
agrees to pay for legal services at the following rate: senior attorney-$350.00/hr;  associates-$175.00/hr;  paralegals-$
75.00/hr;  law clerks-$
50.00/hr;  and for other personnel as follows,
__________________________ . Attorney
charges in minimum units of one quarter hour. Paragraph 4 is subject to and
modified by paragraph 3, "Nonrefundable Retainer" above.

      


      5.           COSTS AND
EXPENSES.  In addition to paying monthly retainer for legal
services, Client shall reimburse Attorney for all costs and expenses incurred by
Attorney, including, but not limited to, process servers' fees, fees fixed by
law or assessed by courts or other agencies, court reporters' fees, long
distance telephone calls, messenger and other delivery fees, postage,
photocopying at $.20
per page, mileage at $.45   per
mile, investigation expenses, consultants' fees, expert witness fees and other
similar items. Client authorizes Attorney to incur all reasonable costs
reasonably necessary in Attorney's judgment, unless one of both of the clauses
below are initialed by Client and Attorney.

      


             
Attorney shall obtain Client's consent before incurring any costs in excess of
$250.00.

      


             
Attorney shall obtain Client's consent before retaining outside investigators,
consultants, or expert
witnesses.

      


      6.           STATEMENTS.  Attorney
shall send Client periodic statements for fees and costs incurred. Client shall
pay Attorney's statements with five (5) days after each statement's date. Client
may request a statement at intervals of no less than 30 days. Upon Client's
request Attorney shall provide a statement with in 10 days. However, Client
shall pay the retainer set forth in paragraph 3 above, on the 1st of ever
month so long as this Agreement is in force and effect regardless of whether
Client has received Attorney’s statement.


      


      7.           DISCHARGE AND
WITHDRAWAL.  Client may discharge Attorney at upon thirty (30)
days written notice. Attorney may withdraw with Client's consent or for good
cause. Good cause includes Client's breach of this Agreement, Client's refusal
to cooperate with Attorney or to follow Attorney's advice on a material matter
or any other fact or circumstance that would render Attorney's continuing
representation unlawful or unethical.

      


      8.          
CONCLUSION OF
SERVICES.  When Attorney's services conclude, all unpaid
charges shall become immediately due and payable. After Attorney's services
conclude, Attorney will, upon Client's request, deliver Client's file(s) to
Client, along with any Client funds or property in Attorney's
possession.

      


      9.           DISCLAIMER OR
GUARANTEE.  Nothing in this Agreement and nothing in Attorney's
statements to Client will be construed as a promise of guarantee about the
outcome any of Client's matter(s) on which Attorney advises client. Attorney
makes no such promises or guarantees. Attorney's comments about the outcome of
any of Client's matter(s) are expressions of opinion only.


      
        
           


        

        
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      10.           EFFECTIVE
DATE.  This Agreement will take effect when Client has
preformed the conditions stated in paragraph 1, but its effective date will be
retroactive to the date Attorney first provided services. The date at the
beginning of this Agreement is for reference only. Even if this Agreement does
not take effect, Client will be obligated to pay Attorney the reasonable value
of any services Attorney may have performed for Client.

      


      


      
        
          
            
              
                
                  	 
      	 
      
	 
      	
                          GARY
      CURTIS CANNON

                        
	 
      	
                          Attorney
      at Law

                        
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                          By:  /s/
      Gary Curtis
      Cannon                       
      

                        
	 
      	
                          Gary
      Curtis Cannon

                        
	 	 
	 
      	
                          CLIENT

                        
	 
      	 
      
	
                          Address:
      20382 Barents Sea
    Circle

                        	 
      
	
                                     
            Lake Forest, CA
      92630                           
      

                        	 
      
	
                          Telephone:
      (947)
      470-2300                                     
      

                        	
                          By:
      /s/ Peter
      Berry                                        
      

                        
	 
      	
                          Peter
      Berry

                        


                

              

            

          

        

      

      


      


      


      


      


      


      


      




     

     

     

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