EXHIBIT  10.1
                              SETTLEMENT AGREEMENT

     This  Settlement  Agreement (the "Agreement") is entered into as of the20th
day  of  September, 2001 by and among CyPost Corporation, a Delaware corporation
with  offices  at  1281  West  Georgia  Street,  Suite  900,  Vancouver, British
Columbia,  Canada  V6E 3J7 ("CyPost"); Kelly Shane Montalban, an individual with
an address at P.O. Box 700, Lions Bay, British Columbia, Canada V0N 2E0 ("KSM");
and  Pacific Gate Capital Corporation, a corporation with an address at P.O. Box
700,  Lions  Bay,  British  Columbia,  Canada  VON  2EO  ("PGCC").

     WHEREAS,  several  shareholders  of  CyPost  have, through their respective
counsel,  requested  that  CyPost  investigate  whether  KSM  has  engaged  in
transactions  in  violation  of  Section 16(b) of the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act:");  and

     WHEREAS,  CyPost  has  conducted  such  an  investigation  with  the  full
cooperation  of KSM, who has supplied CyPost with, among other things, brokerage
statements  and  accountant's  statements;  and

     WHEREAS,  for  purposes of determining KSM's beneficial ownership of CyPost
common  stock  during  the  period  September 20, 1999 (the date on which CyPost
became  fully  reporting  under  the  Exchange  Act)  through June 15, 2001 (the
"Recovery  Period"),  KSM  is  deemed  to  be the beneficial owner of all CyPost
shares owned by (i) KSM, (ii) KSM's wife, and (iii) PGCC, a corporation owned by
KSM;  and

     WHEREAS,  at  all  times during the Recovery Period, KSM was the beneficial
owner,  directly  or  indirectly, of more than 10% of CyPost's common stock; and

     WHEREAS,  during the Recovery Period, KSM and those persons whose ownership
of  CyPost  common stock is attributable to KSM for purposes of Section 16(b) of
the  Exchange Act, made numerous purchases and sales of CyPost common stock; and

     WHEREAS,  CyPost  determined  that numerous violations of Section 16(b) had
taken  place and, unable to resolve the matter in a timely fashion, CyPost filed
a  Summons and Complaint against KSM in the United States District Court for the
Southern  District  of  New  York  seeking recovery of KSM's short swing profits
during the Recovery Period (Cypost Corporation v. Kelly Shane Montalban, 01 Civ.
(5447)(the  "Litigation");  and

     WHEREAS,  CyPost  and KSM have subsequently agreed that the amount of short
swing  profits  realized by KSM, including persons whose beneficial ownership of
CyPost  common  stock  is attributable to KSM for Section 16(b) purposes, during
the  Recovery  Period  is  $2,498,449.46  (the  "Recoverable  Amount");  and

     WHEREAS,  KSM  has  made  no  purchases  or  sales  of CyPost common stock,
directly  or  indirectly,  subsequent  to  the  Recovery  Period,  and


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     WHEREAS,  KSM, as the assignee of Monet Management Group Ltd., is the payee
on  an  8%  demand  note  dated  June 19, 2001 issued by CyPost in the principal
amount  of  $1,302,496.30  plus  interest accrued until September 20,2001 in the
amount  of  $26,476.97  (the  "KSM  Note");  and
     WHEREAS,  KSM  has agreed to cancel the KSM Note in partial satisfaction of
his  Section  16(b)  liability  to  CyPost;  and

     WHEREAS,  various  individuals (the "Noteholders") are the payees on demand
notes  dated June 19, 2001 issued by CyPost in the aggregate principal amount of
$1,017,291.94  together  with  $15,906.63  in  interest accrued on the principal
amount  from  June  19,2001 until September 20,2001(the "Noteholder Notes"); and

     WHEREAS,  the  Noteholders  have assigned their rights under the Noteholder
Notes  to  KSM,  who  has  agreed  to  cancel  the  Noteholder  Notes in partial
satisfaction  of  his  Section  16(b)  liability  to  CyPost;  and

     WHEREAS,  PGCC  is  the  payee on 8% demand notes dated August 25, 2000 and
September  11,  2000,  respectively, issued by CyPost in the aggregate principal
amount of $25,000 plus accrued interest until September 20,2001 in the amount of
$2,066.67(the  "PGCC  Notes");  and

     WHEREAS,  PGCC  has agreed to cancel the PGCC Notes in partial satisfaction
of  KSM's  Section  16(b)  liability  to  CyPost;  and

     WHEREAS,  KSM  has  agreed  to pay the balance of the Recoverable Amount by
issuing  to  CyPost, KSM's $109,210.95, 5 year, 5% note and CyPost has agreed to
accept  same  in  accordance  with  the  terms  of  this  Agreement.

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the receipt and
sufficiency  of  which  are  hereby  acknowledged,  the  parties hereto agree as
follows:

     1.     CANCELLATION  OF  KSM  NOTE.

     KSM  hereby  returns the KSM Note for cancellation and authorizes CyPost to
apply  the  $1,328,973.27  due  thereunder  to the satisfaction of KSM's Section
16(b)  liability  to  CyPost.

     2.     CANCELLATION  OF  NOTEHOLDER  NOTES.

     KSM  hereby  returns  the  Noteholder Notes for cancellation and authorizes
CyPost  to  apply  the $1,033,198.57 due thereunder to the satisfaction of KSM's
Section  16(b)  liability  to  CyPost.

     3.     CANCELLATION  OF  PGCC  NOTE.

     PGCC  hereby  returns the PGCC Notes for cancellation and authorizes CyPost
to  apply  the  $27,066.67  due  thereunder to the satisfaction of KSM's Section
16(b)  liability  to  CyPost.


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     4.     ISSUANCE  OF  NOTE  TO  CYPOST.

     To  satisfy  the  $109,210.95  balance  of KSM's Section 16(b) liability to
CyPost,  KSM  hereby  issues  his  $109,210.95,  5  year 5% promissory note (the
"Balance  Note")  to  CyPost  in  the  form  attached  hereto  as  Exhibit  A.

     5.     WITHDRAWAL  OF  LAWSUIT.

     In consideration of the Cancellation of the KSM Note, the Noteholder Notes,
and the PGCC Note and KSM's delivery to CyPost of the Balance Note, and upon due
execution  and  delivery  to  Cypost of all documents called for by paragraphs 1
through  4  above,  CyPost will promptly file a Notice of Voluntary Dismissal of
the  Litigation,  without prejudice, pursuant to Rule 41(a) of the Federal Rules
of  Civil  Procedure.  In  the event of KSM's default under the Balance Note, in
addition  to  its  rights  and  remedies thereunder, Cypost shall be entitled to
reinstate or refile the Litigation and pursue such additional remedies as may be
available  to  it  therein.  It  is  agreed  that  the  statute  of  limitations
applicable  to the claim(s) asserted by Cypost in the Litigation shall be tolled
pending  payment  in  full  of  the  Balance  Note.

     6.     RELEASE.

     Effective  upon  KSM's payment in full of the Balance Note, CyPost releases
and  discharges  KSM, his administrators, heirs, successors and assigns from all
actions,  causes  of  action,  suits,  debts  due,  sums  of  money,  accounts,
reckonings,  bonds,  bills,  specialties,  covenants,  contracts, controversies,
agreements,  promises, variances, damages, judgements, claims and demands in law
or  in  equity, which against KSM, CyPost or its successors or assigns ever had,
now  has,  or  hereafter can, shall or may have for, upon, or by reason of KSM's
liability  to  CyPost pursuant to Section 16(b) of the Exchange Act, directly or
through  PGCC  or KSM's wife, in any way from the beginning of the world through
June  15,  2001.

     7.     ADVICE  OF  COUNSEL.

     CyPost  has  had  the benefit of the advice of counsel of its own choice in
the  negotiating,  drafting  and  execution  of this Settlement Agreement.  Said
counsel,  Kaplan  Gottbetter  &  Levenson,  LLP  ,  represented solely CyPost in
connection herewith.  KSM and PGCC have acted for themselves without the benefit
of  advice of counsel.  KSM and PGCC have been advised by CyPost and its counsel
that  they are entitled to obtain, and that their best interests would be served
by,  advice  and representation by their own, independent, counsel and have been
urged  by  CyPost  and its counsel to retain their own counsel for this purpose,
and  KSM and PGCC had full opportunity to do so.  Notwithstanding the foregoing,
KSM  and  PGCC  have  elected  not  to  retain  their own counsel, but rather to
represent  themselves  in  connection  with  this Agreement.  Such election, and
KSM's and PGCC's execution of this Settlement Agreement, were made knowingly and
voluntarily.  This  Agreement  is the result of arms-length negotiations between
the  parties.  Accordingly,  neither  the  entire  Agreement  nor  any provision
contained  herein  shall be deemed to have been proposed or drafted by any party
or  construed  against  any party.  This Agreement shall be construed as a whole
according  to  its  plain  meaning.


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     8.     FURTHER  ACTIONS.

     CyPost,  KSM,  and  PGCC  hereby  agree  to execute and deliver any and all
documents  and  to take any and all actions necessary to effect the transactions
contemplated  hereby.

     9.     SEVERABILITY.

     If one or more of the provisions of this Agreement shall be determined by a
court  of  competent jurisdiction to be invalid, illegal or unenforceable in any
respect, the portion of such provision not so held, and the remaining provisions
of  this  Agreement  shall  be  construed  as  if  such  invalid,  illegal  or
unenforceable  provision  were  not  included  in  them.

     10.     AMENDMENTS,  MODIFICATIONS  AND  WAIVERS.

     No provision of this Agreement may be waived, modified or amended except in
a  written instrument signed by the party against whom such waiver, modification
or  amendment is sought to be enforced.  No waiver of any provision hereto shall
be deemed to be a waiver of any other provision or to imply any future waiver of
the  same  provision.

     11.     SUCCESSORS  AND  ASSIGNS.

     The  provisions hereof shall be binding upon and shall inure to the benefit
of  the  parties  and  their  respective  successors  and  assigns.

     12.     GOVERNING  LAW.

     This  Agreement  shall  be  governed, and construed in accordance with, the
laws  of  the  Province  of  British  Columbia.  The parties agree to submit any
dispute  under this Agreement to the exclusive jurisdiction of the courts of the
Province  of  British  Columbia.

     13.     COUNTERPARTS.

     This  Agreement  may  be  executed  in one or more counterparts which, when
taken  together,  shall  comprise  one  and  the  same  document.



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     IN  WITNESS  WHEREOF, the undersigned have set their respective hands as of
the  date  first  above  written.

CYPOST  CORPORATION


By:  /s/ Robert  Sendoh
     -------------------
         Name:  Robert  Sendoh
         Title: Chairman  of  the  Board


/s/  Kelly  Shane  Montalban
----------------------------
     Kelly  Shane  Montalban


PACIFIC  GATE  CAPITAL  CORPORATION


By:  /s/ Kelly  Shane  Montalban
     ---------------------------
         Name:  Kelly  Shane  Montalban
         Title:


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                                    EXHIBIT A
                                    ---------

                                 PROMISSORY NOTE


                                             Vancouver,  British  Columbia
                US$109,210.95
                September  20,2001


     FOR  VALUE RECEIVED, the undersigned, Kelly Shane Montalban,  an individual
with  an  address  at  P.O. Box 700, Lions Bay, British Columbia, Canada VON 2E0
(the  "Obligor"),  hereby  promises to pay to the order of CyPost Corporation, a
Delaware  Corporation  with  offices  at  1281  West  Georgia Street, Suite 900,
Vancouver, British Columbia, Canada V6E 3J7 (the "Holder"), the principal sum of
one  hundred  nine  thousand,  two  hundred  ten  dollars  and ninety five cents
(US$109,210.95) payable as set forth below.  The Obligor also promises to pay to
the  order  of  the Holder interest on the principal amount hereof at a rate per
annum  equal  to five percent (5%), which interest shall be payable at such time
as the principal is due hereunder.  Interest shall be calculated on the basis of
the  year  of 365 days and for the number of days actually elapsed.  Any amounts
of  interest  and principal not paid when due shall bear interest at the maximum
rate  of  interest  allowed  by  applicable  law.  The payments of principal and
interest  hereunder  shall  be  made in coin or currency of the United States of
America  which  at  the  time  of  payment shall be legal tender therein for the
payment  of  public  and  private  debts.

     This  Note  shall  be  subject  to  the  following  additional  terms  and
conditions:

     1.   PAYMENTS.

          Subject  to Section 2 hereof, all principal and interest due hereunder
shall  be  paid  in  one  (1)  installment  on September 19, 2006 (the "Maturity
Date").  In  the  event that any payment to be made hereunder shall be or become
due on Saturday, Sunday or any other day which is a legal bank holiday under the
laws  of  British  Columbia,  such  payment  shall  be or become due on the next
succeeding  business  day.

     2.   PREPAYMENT.

          The  Obligor  and  the  Holder understand and agree that the principal
amount  of  this  Note  plus  accrued interest may be prepaid by the Obligor ,in
whole  or  in  part,  at  any  time  prior to the Maturity Date without penalty.


     3.   PAYMENT  IN  STOCK.

          Obligor,  subject  to  agreement by the Holder, may pay all or part of
the  principal  and  interest  due  hereunder, by transferring and delivering to


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Holder, shares of Holder's common stock owned by Obligor. Such common stock will
be  valued  at  the  closing bid price for Holder's common stock on the business
date  immediately  preceding  the  date  of  delivery  of  such  shares.

     4    NO  WAIVER.

          No  failure  or  delay by the Holder in exercising any right, power or
privilege  under the Note shall operate as a waiver thereof nor shall any single
or  partial  exercise  thereof preclude any other or further exercise thereof or
the  exercise  of  any  other right, power or privilege. The rights and remedies
herein  provided shall be cumulative and not exclusive of any rights or remedies
provided  by law.  No course of dealing between the Obligor and the Holder shall
operate  as  a  waiver  of  any  rights  by  the  Holder.

     5.   WAIVER  OF  PRESENTMENT  AND  NOTICE  OF  DISHONOR.

          The Obligor hereby waives presentment, notice of dishonor, protest and
all  other  demands  and  notices  in  connection with the delivery, acceptance,
performance  or  enforcement  of  this  Note.

     6.   PLACE  OF  PAYMENT.

          All  payments  of  principal  of this Note and the interest due hereon
shall  be  made  at  such place as the Holder may from time to time designate in
writing.

     7.   EVENTS  OF  DEFAULT.

          The  entire  unpaid principal amount of this Note and the interest due
hereon  shall,  at  the  option of the Holder exercised by written notice to the
Obligor  forthwith,  become and be due and payable, without presentment, demand,
protest  or  other notice of any kind, all of which are hereby expressly waived,
if  any  one or more of the following events (herein called "Events of Default")
shall  have occurred (for any reason whatsoever and whether such happening shall
be  voluntary or involuntary or come about or be effected by operation of law or
pursuant to or in compliance with any judgement, decree or order of any court or
any  order,  rule or regulation of any administrative or governmental body ) and
be  continuing  at  the  time  of  such  notice,  that  is  to  say:

          (a)     if  default  shall  be made in the due and punctual payment of
the  principal  of  this  Note and the interest due thereon when and as the same
shall  become  due  and  payable,  whether  at  maturity,  or by acceleration or
otherwise,  and  such  default  have  continued  for  a period of five (5) days;

          (b)  if  the  Obligor  shall:

               (i)  admit in writing its inability to pay its debts generally as
                    they  become  due;

               (ii) file  a petition in bankruptcy or petition to take advantage
                    of  any  insolvency  act;  or


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               (iii)  make  assignment  for  the  benefit  of  creditors;  or

                    (c)     if,  under  the  provisions of any other law for the
relief  or  aid  of  debtors,  any  court or competent jurisdiction shall assume
custody  or  control  of the whole or any substantial part of Obligor's property
and  such  custody or control shall not be terminated or stayed within (90) days
from  the  date  of  assumption  of  such  custody  or  control.

     8.    REMEDIES.

           In case any one or more of the Events of Default specified in Section
6  hereof  shall  have  occurred  and  be  continuing, the Holder may proceed to
protect  and  enforce  its  rights,  whether for the specific performance of any
covenant  or  agreement  contained in this Note or in aid of the exercise of any
power  granted in this Note, or the Holder may proceed to enforce the payment of
all  sums due upon the Note or enforce any other legal or equitable right of the
Holder.

     9.    SEVERABILITY.

           In  the  event  that one or more of the provisions of this Note shall
for  any  reason  be held invalid, illegal or unenforceable in any respect, such
invalidity,  illegality or unenforceability shall not affect any other provision
of  this  Note,  but this Note shall be construed as if such invalid, illegal or
unenforceable  provision  had  never  been  contained  herein.

     10.   GOVERNING  LAW.

           This Note and the right and obligations of the Obligor and the Holder
shall  be  governed by and construed in accordance with the laws of the Province
of  British  Columbia.

     IN  WITNESS  WHEREOF, the OBLIGOR has signed and sealed this Note as of the
___  day  of  September,  2001.


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