EXHIBIT
      10.2

    


      FORM
      OF CONTRACTOR AGREEMENT FOR 

    SYSTEM
      INTEGRATION AND CONSULTING SERVICES

     

    THIS
      AGREEMENT is entered into as of August 27, 2007 by and between CYBRA
      Corporation, whose address is One Executive Blvd., Yonkers, NY 10701 ("Company"
      or “CYBRA”), and Solzon Corporation, with an address at
      ______________________________________("Contractor" or “Solzon”).

     

    PREAMBLE

     

    1. The
      parties are simultaneously herewith, entering into a Reseller Agreement whereby
      Solzon will sell the EdgeMagicTM
      application software which together with the associated Equipment and Custom
      Software interfaces shall constitute a “System”; to certain customers of the
      Company (“CYBRA Customers”).

     

    2. The
      parties are also simultaneously herewith, entering into a Technology License
      Agreement, pursuant to which Solzon and the Company have reached certain
      agreements relating to Solzon’s iSeries Edge Product (RFID for
      iSeries).

     

    3. CYBRA
      desires that Solzon provide certain professional services in support of the
      installation and configuration of the System at certain of CYBRA’s Customers’
facilities, including the development of software interfaces between the
      EdgeMagic software and CYBRA Customers’ software, where necessary, which will be
      owned by CYBRA.

     

    4. Solzon
      agrees to provide such services to CYBRA’s Customers in accordance with the
      terms and conditions of this Agreement.

     

    1. SERVICES
      AND DELIVERY

     

    Contractor
      shall provide to the Company the services described on Schedule 1
      ("Services").

     

    For
      purposes of planning, Contractor shall provide estimates of time for Services
      to
      be provided during the term of this Agreement, prior to rendering such Services.
      These services estimates will be developed on a project-by-project basis and
      will be documented by a Statement of Work or Task Order.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2. COMPENSATION
      AND SUPPORT

     

    
      
        A.
          Contractor
          will be paid per diem rates for performing System Integration projects
          and “scar
          tissue rates” in accordance with Schedule 2 (“Rates”) upon submission of
          invoices containing a full, detailed description of work
          performed.

      

    

     

    B. The
      Company shall reimburse the Contractor for all normal and customary expenses
      incurred in connection with the performance of the Services. Contractor shall
      maintain expenses records and receipts for any such expenses. Any expense in
      excess of $_________, must be approved, in advance, by CYBRA. 

     

    C. Contractor
      shall be responsible to maintain its own off-customer premises work space,
      office supplies, and secretarial support, but consistent with the convenience
      of
      the Company may perform all or part of the Services at the Company’s facilities
      with the prior agreement of the Company.

     

    3. CONFIDENTIAL
      RELATIONSHIP

     

    A. The
      terms
      and conditions of the existing Non-Disclosure Agreement between the Company
      and
      the Contractor are herewith incorporated herein by reference

     

    B. Contractor
      shall not disclose the form or substance of the Services, any reports,
      recommendations, conclusions or other results of the Services or the existence
      or the subject matter of this Agreement without the prior written consent of
      the
      Company. The parties recognize that a breach, or threatened breach, of the
      terms
      of this Agreement, and specifically of this paragraph 3, could result in
      substantial damages to the Company. In addition to the remedies generally
      available to the Company, the parties agree that the Company shall be entitled
      to obtain an injunction against the Contractor in any court of competent
      jurisdiction with respect to such breach or threatened breach.

     

    C. Solzon
      to
      present itself to CYBRA’s customers when performing Services hereunder as CYBRA
      Corporation’s Premier Integration Partner. 

     

    4. PROPRIETARY
      RIGHTS

     

    A. The
      work
      product of the Services, including all writing, artwork and innovations
      resulting from the Services (the "Materials"), shall be the property of Company,
      its successors and assigns. Contractor acknowledges that Contractor's work
      in
      connection with the Services provided hereunder has been specially ordered
      or
      commissioned by Company, and that to the extent permitted by law the Materials
      shall be considered work made for hire, and that Company shall own all right,
      title and interest therein. Company shall be considered the author of the
      Materials for purposes of copyright and shall own all the rights in and to
      the
      copyright of the Materials, and only Company shall have the right to register
      copyright in the Materials, which Company may do in its name or the name of
      its
      nominee(s).  

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    B. To
      the
      extent that title to any of the Materials does not vest in Company by reason
      of
      same being a work made for hire, Contractor hereby grants, assigns and transfers
      to Company all right, title and interest in and to the work product of the
      Service and all Materials, and the results and proceeds thereof, including
      copyright therein, to the extent that Contractor has had or will have any right,
      title or interest herein. Contractor shall perform all lawful acts requested
      by
      the Company (i) to perfect the Company's title therein, and (ii) where
      applicable, to enable the Company or its nominee to obtain and/or maintain
      copyright, patent or other legal protection therefor anywhere in the world.
      However, any Materials provided by Contractor from previous engagements and
      experiences shall be co-owned by Company and Contractor. Contractor will
      identify these Materials prior to their use in order to accurately reflect
      their
      treatment under this agreement. 

     

    C. In
      performing the Services hereunder, each of Contractor and the Company agree
      that
      they will not attempt, directly or indirectly, to solicit the employment of
      each
      others’ employees or otherwise attempt to induce any such employees to leave the
      employ of Contractor or the Company as the case may be.

     

    5. WARRANTIES
      AND INDEMNIFICATION

     

    Contractor
      represents and warrants that the Materials are original and that Contractor
      has
      the right to perform the services and to grant the rights granted hereunder.
      Contractor further warrants that the Materials do not infringe any copyright,
      whether common law or statutory, and will not violate any law or any personal
      or
      property rights. Contractor shall indemnify and hold harmless the Company or
      those to whom the Company may license or grant rights hereunder from any and
      all
      claims, demands, suits, actions, losses, damages, liabilities, or expenses
      (including reasonable attorney's fees) arising out of any breach or alleged
      breach of any of the foregoing warranties. Contractor shall indemnify and save
      the Company harmless from and against all claims arising in favor of any person,
      firm or corporation on account of personal injury or property damage in any
      way
      resulting from the act or omission of Contractor, Contractor's employees or
      agents.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6. TERMINATION

     

    The
      Company or Contractor may terminate this Agreement in whole or in part upon
      sixty days (60) prior written notice to the other party. In the event of
      termination or upon completion of the Services to be performed pursuant to
      this
      Agreement, Contractor shall promptly return to the Company any and all
      equipment, documents, or materials, and all copies made thereof, which
      Contractor received from the Company for the purposes of performance of this
      Agreement or created in connection with the performance of such
      services.

     

    If
      the
      Contractor terminates this Agreement pursuant to this paragraph, the Contractor
      will complete any ongoing project Services unless the Company agrees to an
      earlier termination. The parties recognize that the Company would be irreparably
      harmed if the Contractor abandons any ongoing project or terminates this
      Agreement at a time when any project previously defined by an approved Statement
      of Work or Task Order, consistent with paragraph 1, has been awarded and
      pending. In addition to being subject to all other remedies available to the
      Company in such circumstances, in law and equity, the Contractor shall be
      responsible for the payment of all costs associated with any such abandonment
      or
      termination as well as damages equal to three times the value of any project
      services abandoned or terminated prematurely. If the Company terminates this
      Agreement pursuant to this paragraph prior to the completion of the Services
      to
      be performed hereunder, the Company's sole obligation shall be to pay Contractor
      the amount due for the Services completed as of the effective date of
      termination, calculated consistent with section 2, "Compensation and Support."
      The determination of the amount of "services completed" under this paragraph
      shall be made mutually by both Company and Contractor in good faith, applying
      the standards of time spent, acceptability of performance and quantity of
      performance, but in no event shall it exceed the amounts set forth in section
      2.
      The Company shall retain all of its rights to materials submitted by Contractor
      prior to such termination.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7. NOTICES

     

    All
      notices and billing shall be in writing and sent to the following addresses
      by
      hand, by facsimile or by overnight courier:

     

    To
      the
      Company:

     

    CYBRA
      Corporation

    One
      Executive Blvd.

    Yonkers,
      NY 10701-6804

    Attn:
      President

     

    To
      Contractor:

     

     

    8. SURVIVAL

     

    The
      terms
      and conditions of paragraphs 3, 4, 5, 7 and 9 shall survive the termination
      of
      this Agreement.

     

    9. ASSIGNMENT

     

    Contractor
      shall not assign the benefits of this Agreement and shall not subcontract or
      otherwise delegate any of the services to be performed hereunder without the
      prior written consent of the Company, and any purported assignment in violation
      of this provision shall be void and a nullity. The Company may assign this
      Agreement and delegate its responsibilities.

     

    10. ENTIRE
      UNDERSTANDING; NO AGENCY OR EMPLOYMENT

     

    This
      Agreement contains the entire understanding of the parties with respect to
      the
      subject matter hereof and may not be modified except by a writing executed
      by
      both parties. Nothing in this Agreement shall be deemed to create the
      relationship of employer-employee, or any agency, joint venture or similar
      relationship between the parties. Neither party is authorized to enter any
      agreement or incur any obligation for the other. Contractor expressly disclaims
      any claim to benefits afforded by Company, or its affiliates, to employees
      of
      Company. Contractor shall be responsible for the payment of all expenses
      associated with its employees’ delivering services to the Company, including,
      without limitation, disability, workers’ compensation and professional liability
      insurance.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    11. GOVERNING
      LAW

     

    This
      Agreement, and the rights and obligations of the parties hereto, shall be
      governed, construed, and interpreted according to the law of the State of New
      York applicable to contract made and fully performed therein, and exclusive
      jurisdiction of all disputes shall be in the federal and state courts sitting
      within the State of New York.

     

    12. BINDING
      EFFECT

     

    Subject
      to paragraph 9, this Agreement shall be binding upon the parties hereto, their
      heirs, successors, assigns and personal representatives.

     

    13. NO
      WAIVER

     

    No
      waiver
      of any term or condition of this Agreement, or any breach of this Agreement
      or
      any part hereof, shall be deemed a waiver of any other term or condition of
      the
      Agreement or of any later breach of the Agreement or any part
      thereof.

     

    
      	
              CONTRACTOR

            	 	COMPANY
	 	 	 	 	 
	
              SOLZON
                CORPORATION

            	 	CYBRA
              CORPORATION
	 	 	 	 	 
	
              By: 

            	   
	 	
              By:

            	   

	 	 	 	 	 
	
              Name:

            	   
	 	
              Name:
                

            	  

	 	 	 	 	 
	
              Title:

            	  
	 	
              Title:

            	   



    

     

    Tax
      Identification Number: __________________

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      1

     

    Services
      to be Provided by Solzon Corporation

     

    1. Solzon
      to
      act as Premier Integration Partner for the implementation of CYBRA’s
      EdgeMagicTM
      product.

     

    2. Solzon
      to
      provide collaboration in the form of consulting services required for the system
      design and architecture of CYBRA’s EdgeMagicTM Java based iSeries
      product.

     

    3. Solzon
      to
      be available to answer customers’ RFID and associated real life questions (“scar
      tissue”) regarding application and customer needs based on Solzon’s years of
      experience in developing, installing and supporting RFID system customers.
      This
      assistance will be provided on both a pre-sales and post-sales basis. This
      assumes the activity is outside of the scope of a defined project previously
      documented by a Statement of Work or Task Order.