Exhibit 10.2

                          LEGAL RETENTION AGREEMENT

This Legal Retention Agreement (the "Agreement") is entered as of the ___
Day of February 2003, between Multi-Tech International, Inc. and Lawrence
Hartman, an individual having an address 12 Karow Court, Chestnut Ridge,
NY 10952 (hereinafter referred to as the "Attorney").

                                 WITNESSETH

     WHEREAS, the Attorney has been providing ongoing legal and consulting
services to the Company and payments previously made to the attorney as a
retainer have been utlized; and

     WHEREAS, the Company desires to continue to retain the services of
Attorney; and

     WHEREAS, in order to retain the services of Attorneys, the Company
Wishes to grant to Attorney Shares in the Company, $.01 par values, of the
Company;

      ACCORDINGLY, in consideration of the foregoing, the mutual promises
hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and
the Attorney, intending to be legally bound, hereby agree as follows:

     1. Services.  Attorney will provide the Company with legal and advisory
        services, including guiding the company in structuring its corporate
        structure in connection with ongoing corporate transactions.

     2. Grant of Shares: The Company hereby grants to Attorney 35,000 shares
        of the Company registered pursuant to a Form S-8, and 35,000
        restricted shares in the company as a retainer for services to be
        rendered by Attorney under this Agreement.  The Company shall
        promptly take action to register such shares on Form S-8 and deliver
        such shares to Attorney.

     3. Condition Precedent. As a condition to earning the Shares of the
        Company pursuant to paragraph 1 above, Attorney must use or continue
        to use his best lawful effort for the benefit of the Company and its
        Subsidiaries. The Company acknowledges that Attorney's role
        is a part time position, involving advice and consultation to the
        Company  as an Attorney.

     4. Parties Bound. This Agreement shall be binding upon and insure to
        the benefit of the parties hereto and their respective successors
        and assigns, and all references herein to either the Company or the
        Attorney shall de deemed to include any successor or successors,
        whether immediate or remote.

     5. Governing Law and Enforcement. This Agreement shall be governed by
        and construed and enforced in accordance with the laws of the United
        State of America and the State of New York. This Agreement was
        executed, delivers and is to be performed in New York, NY. Should
        any clause, sentence or section of this Agreement be judicially or
        administratively determined to be invalid, unenforceable or void by
        the laws of the State of New York or any agency or subdivision
        thereof, such decision shall not have the effect of invalidating or
        voiding any it her clause, sentence or section of this Agreement and
        the parties hereto agree that the part or parts of this Agreement so
        held to be invalid, unenforceable or void, shall be deemed to have
        been deleted here from and all other clause, sentences and sections
        shall have the same force and effect as if such invalid or
        unenforceable part or parts had never been included herein.

     6. Captions. The headings or captions of this Agreement have been
        include for ease of reference only and are not to be considered in
        the construction or interpretation of this Agreement or any section
        or clause contained herein or therein.

     7. Amendments.   This Agreement may not be modified, amended or
        terminated except by another agreement in writing executed by the
        parties hereto.

     8. Counterparts. This Agreement may be signed in one or more
        counterparts with the same effect as if the parties signed the same
        document. All counterparts shall be construed together and shall
        constitute one instrument.

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the
date and year first above written.


       Multi-Tech International, Inc.,
       A Nevada corporation

       By /S/ Lawrence Hartman, Esq.
       -----------------------------
             Lawrence Hartman, Esq.