EXHIBIT 10.3

                               RETAINER AGREEMENT
                                     BETWEEN
                     HORWITZ & CRON AND MSTG SOLUTIONS, INC.
                             DATED JANUARY 25, 2002

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                                                    15615 Alton Parkway,
                                                    Suite 175
                                                    Irvine, California 92618

HORWITZ & CRON                                      ----------------------------

                                                    Telephone:  949 . 450 . 4942
                                                    Facsimile:  949 . 453 . 8774

January 25, 2002

MSTG SOLUTIONS, INC.
Attn:  Mr. Gil Kim
3100 North Tustin Avenue, Suite 280
Orange, CA 92868

     RE:  RETENTION OF HORWITZ & CRON
          SUBJECT: GENERAL BUSINESS REPRESENTATION
          ----------------------------------------

Dear Mr. Kim:

This  correspondence  will serve to confirm that you have engaged our firm on an
hourly  basis  with  regard  to  general  business  matters.  In  general,   our
representation will include a review and analysis of all information you provide
in connection with the  above-referenced  matter,  an analysis of the materials,
consultations, phone conferences,  preparation of pleadings and other documents,
court  appearances  and/or our  recommendations  in connection  with the further
handling of the various matters.

We have  found  that  our  clients  appreciate  having  our  billing  procedures
explained in writing. Experience has shown that the attorney-client relationship
works best when there is a mutual  understanding  about fees,  costs and payment
terms.  Accordingly,  we take this  opportunity to outline the terms on which we
propose to provide our professional services.

To help us determine the value of our  services,  we ask each of our lawyers and
legal  assistants to maintain time records for each client and matter.  The time
records are reviewed bi-weekly by the billing attorney assigned to you before an
invoice is rendered.

You will be billed at a fixed fee for all  services  provided by Larry  Horwitz.
This fixed fee shall be payable as follows:

     (1)  $3,000.00  per month,  until MSTG  Solutions,  Inc.  shall have raised
          $100,000.00;  at which time, the fixed fee shall increase to $5,000.00
          per month; and
     (2)  250,000 shares of stock; and
     (3)  250,000 options exercisable at $0.50 per share.

Mr.  Horwitz shall provide these services to you, in exchange for the foregoing,
for 2 years or upon declaring effective of a Registration Statement on behalf of
MSTG Solutions, Inc. with the Securities Exchange Commission.

All other are billed at the hourly rate then in effect for the attorney or legal
assistant who is performing the work.  The attorneys and  paralegals  working on
your  matters  will bill their time at an hourly rate  varying  from  $200.00 to
$250.00, depending upon their experience level and the complexity of the matter.

We will  forward  our  invoices on a monthly  basis,  and each  invoice,  unless
otherwise  specified,  represents our fees and out-of-pocket  costs advanced for
your account through the end of the preceding month.

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--------------------------------
Horwitz & Cron

Mr. Gil Kim
Letter of January 25, 2002
RE:  Retention of HORWITZ & CRON
Page 2 of 2
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We make every effort to include  disbursements in the statement for the month in
which the  disbursements  are incurred.  However,  some  disbursements,  such as
telephone charges,  are often not available to us until the following months, in
which case those disbursements will be included on a subsequent invoice. Payment
is due upon presentation of the invoice,  and invoices which remain unpaid after
thirty  days from the invoice  date are  assigned a late  payment  charge of ten
percent (10%) per annum. In the unlikely event we are required to incur legal or
other costs to recover  amounts due for fees and expenses on your  account,  you
will be responsible for those costs as well.

It is our policy to serve you with the most effective support systems available,
while at the same time  allocating the costs of such systems in accordance  with
the extent of usage by individual  clients.  Therefore,  in addition to our fees
for legal  services,  we will also  invoice  separately  for  certain  costs and
expense disbursements,  including telephone,  facsimile,  messenger, courier and
other communication costs, reproduction, document retrieval, staff overtime when
required by the client or the matter's  timing,  computer  research  facilities,
document  preparation on word processing,  and other costs and expenses incurred
on your behalf.

Our firm is not  affiliated  with the  Business  Law  Center.  Our firm does not
currently  maintain errors and omissions  insurance  coverage  applicable to the
services to be rendered.  If you have questions in this regard, please feel free
to call.

We hope this adequately explains our fees and billing  procedures.  We encourage
you to discuss with us any questions you may have  regarding  these policies and
procedures,  either at the inception of our engagement or at any time during its
course.  If the terms set forth above are  satisfactory,  please sign and return
the enclosed copy of this letter and return it to us either by facsimile or U.S.
Mail.

We thank  you for  selecting  our firm for your  legal  representation  and look
forward to working closely with you on this matter.

Very truly yours,

/s/ Lawrence W. Horwitz
Lawrence W. Horwitz

APPROVED:
                                        MSTG SOLUTIONS, INC.


Dated: Jan. 25, 2002                    By: /s/ Gil Kim
       -------------                       --------------------------------
                                           Gil Kim
                                           Its: President