Exhibit 10.2

                               SERVICES AGREEMENT

         This Services  Agreement (the  "Agreement") is entered into as of April
26,  2001  between   Sinclair-Davis   Trading  Corp.,  a  New  York  corporation
("Sinclair-Davis"),  and Videolocity  International,  Inc., a Nevada corporation
("Client").

         WHEREAS,  Sinclair-Davis  is in business of  planning,  developing  and
implementing  marketing and public relations services campaigns for corporations
and other business entities;

         WHEREAS, Client desires to retain Sinclair-Davis to provide services to
Client, and Sinclair-Davis desires to provide such services to Client,  pursuant
to the terms, conditions and provisions contained in this Agreement;

         NOW,  THEREFORE,  in  consideration  of the mutual  promises  contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby  acknowledged,  the  parties  hereto,  intending  to be legally
bound, hereby agree as follows:

         1.  Term/Services.  The term of this Agreement  shall commence with the
date hereof and continue for a period of eighteen months. During the term of the
Agreement,  Sinclair-Davis  shall  assemble  and  manage  a team  of one or more
professionals to provide Client with the following services and/or undertake the
following  tasks,  as the case may be  (collectively  referred  to herein as the
"Services"):

         A.       Attract  and  maintain  reputable  market  makers  of and  for
                  Client's common stock.

         B.       Posture and present Client in the investment community through
                  various   actions,   including   but  not   limited   to:  (i)
                  implementation of a national investor relations program;  (ii)
                  assistance with format, layout,  presentation and timelines of
                  Client's   financial   results  in  each   Annual   Report  to
                  Shareholders,  press  release,  proxy  statement and report on
                  Form 10-KSB and 10-QSB;  (iii)  attraction  of media and trade
                  publication  coverage of Client and/or its products;  and (iv)
                  arranging  and managing  presentation  of Client by its senior
                  management to strategic  members of the  investment  community
                  such  as  brokers,  stockholders,  financial  analysts,  other
                  investment bankers, and institutions.

         C.       Assist Client in implementing  its strategic  plan,  including
                  but not limited to: (i) design and  development  of merger and

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                  acquisition  (M&A)   strategies;   (ii)   identification   and
                  introduction  of M&A  candidates  for such  strategies;  (iii)
                  analysis  of  M&A   proposals   and   counter-proposals   (iv)
                  development  and  implementation  of  a  cash  investment  and
                  management program,  (v) analysis of and advice in relation to
                  the Company's anticipated cash needs; and, (vi) identification
                  and  introduction  to potential  joint venture  and/or trading
                  partners.

All such Services  shall be performed by  Sinclair-Davis  in a  first-class  and
professional   manner,  and  Sinclair-Davis  shall  at  all  times  conduct  its
activities in accordance with all applicable  federal,  state and local laws and
regulations.

         2.  Representation  and  Warranties of Client.  Client  represents  and
warrants to Sinclair-Davis that:

         A.       Organization.  Client is a corporation duly organized, validly
                  existing and in good  standing  under the laws of the State of
                  its incorporation,  and it is duly qualified to do business as
                  a foreign corporation in each jurisdiction in which it owns or
                  leases  Property  or  engages  in  business  and in which  the
                  failure to so qualify would have a material  adverse affect on
                  the business or financial condition of Client.

         B.       Formal Action. Client has the corporate power and authority to
                  execute and deliver this  Agreement and to perform each of its
                  obligations  hereunder,  and  this  Agreement  has  been  duly
                  approved by Client's Board of Directors.

         C.       Valid and  Binding  Agreement.  This  Agreement  has been duly
                  executed and  delivered by Client and is the valid and binding
                  obligation of Client enforceable against it in accordance with
                  its  terms,  subject to  subject  to  bankruptcy,  insolvency,
                  fraudulent  transfer,  moratorium,  reorganization and similar
                  laws  of  general  applicability   relating  to  or  affecting
                  creditors' rights and to general principles of equity).

         D.       No Violation. The execution,  delivery and performance of this
                  Agreement  does not and will not violate any provisions of the
                  charter or bylaws of Client or any  agreement  to which Client
                  is a party or any  applicable  law or  regulation  or order or
                  decree  of  any  court,   arbitrator,   agency  or  government
                  applicable  to Client  and no action  of or filing  with,  any
                  governmental  or  public  body or  authority  is  required  in
                  connection with the execution, delivery or performance of this
                  Agreement.

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         E.       Litigation.  Except  as Client  has  disclosed  in its  public
                  filings  with the  Securities  and  Exchange  Commission  (the
                  "Commission"),  there is no action,  suit or proceeding  which
                  could reasonably be expected to have a material adverse effect
                  on Client,  which is pending or, to the  knowledge  of Client,
                  threatened against Client.

         F.       Accuracy of  Information.  Client has provided  Sinclair-Davis
                  with copies of its annual report on Form 10-KSB for the fiscal
                  year ended  October 31,  2000,  its  quarterly  report on Form
                  10-QSB for the fiscal  quarter ended January 31, 2001, and its
                  current  report on Form 8-K dated  January 5, 2001, as amended
                  March  6,  2001,  all  of  which  have  been  filed  with  the
                  Commission  (collectively  referred  to  as  the  "Information
                  Package").  Client  represents  and warrants  that the reports
                  contained in the Information Package are accurate and complete
                  in all material  respects as of their  respective dates and do
                  not contain any untrue statement of a material fact or omit to
                  state any  material  fact  required  to be stated  therein  or
                  necessary in order to make the statements therein, in light of
                  the circumstances under which they were made, not misleading.

         3. Covenants and Agreements of Client. Client agrees to comply with the
following covenants:

         A.       Client   Certification.   Client   acknowledges   that  it  is
                  responsible   for  the  accuracy  and   completeness   of  the
                  Information Package and for all other information furnished to
                  Sinclair-Davis.    Client    agrees   to    promptly    advise
                  Sinclair-Davis   in   writing   of   any   condition,   event,
                  circumstance or act that would  constitute a material  adverse
                  change in the  business,  properties,  financial  condition or
                  business  prospects  of Client or which  would make any of the
                  information  contained  in the  Information  Package or in any
                  report or other document prepared by Sinclair-Davis for and on
                  behalf of Client  misleading in any material  respect.  Client
                  agrees that Sinclair-Davis and its directors, officers, agents
                  and employees may rely on the  Information  Package and on all
                  other written information furnished by Client, and on each and
                  every certification provided by an authorized senior executive
                  officer of Client,  until Sinclair-Davis is advised in writing
                  by an authorized  senior executive  officer of Client that the
                  information   previously   furnished  to   Sinclair-Davis   is
                  inaccurate or incomplete in any material respect.

         B.       Books and  Records.  Client shall  maintain  true and complete
                  books,  records and accounts in which true and correct entries
                  shall be made of its transactions in accordance with generally
                  accepted accounting principles consistently applied ("GAAP").

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         C.       Financial and Other  Information.  Client agrees to furnish to
                  Sinclair-Davis the following information:

                  (1)      Annual Financial  Statements.  As soon as practicable
                           and in any  event  within  90 days  after  the end of
                           Client's  fiscal year,  annual  financial  statements
                           including a balance  sheet,  an income  statement,  a
                           statement   of  cash  flows,   and  a  statement   of
                           stockholder's  equity, and all notes thereto prepared
                           in accordance with GAAP and audited by an independent
                           certified public accountant.  This requirement may be
                           satisfied  by  the  delivery  of a copy  of  Client's
                           annual  report  on Form  10-KSB  as  filed  with  the
                           Commission.

                  (2)      Quarterly   Financial   Statements.    As   soon   as
                           practicable,  and in any event  within 45 days  after
                           the  end  of  each  of  Client's   fiscal   quarters,
                           quarterly  financial  statements  including a balance
                           sheet, a quarterly and year-to-date income statement,
                           a  statement  of  cash  flows,  and  a  statement  of
                           stockholder's   equity,   prepared   by   Client   in
                           accordance  with  GAAP  and  certified  by the  chief
                           financial  officer  and chief  executive  officer  of
                           Client  as  fairly  presenting,   subject  to  normal
                           year-end  audit  adjustments,   Client'  s  financial
                           position  as of and for the periods  indicated.  This
                           requirement  may  be  satisfied  by the  delivery  of
                           copies of Client's  quarterly  reports on Form 10-QSB
                           as filed with the Commission.

         D.       Sinclair-Davis'  Reliance on Client's Full Disclosure.  Client
                  will provide,  or cause to be provided,  to Sinclair-Davis all
                  financial and other  information  requested by  Sinclair-Davis
                  for the purpose of  rendering  its  services  pursuant to this
                  Agreement.  Client recognizes and confirms that Sinclair-Davis
                  will  use  such   information   in  performing   the  services
                  contemplated by this Agreement without independently verifying
                  such information and that  Sinclair-Davis  does not assume any
                  responsibility  for  the  accuracy  or  completeness  of  such
                  information.  Client certifies that there is no fact, known to
                  it which  materially  adversely  affects or may (so far as the
                  Client's  senior   management  can  now  reasonably   foresee)
                  materially   adversely   affect  the   business,   properties,
                  condition  (financial  or other)  or  operations  (present  or
                  prospective) of Client which has not been set forth in written
                  form  delivered by Client to  Sinclair-Davis.  Client agree to
                  keep  Sinclair-Davis  promptly informed of any facts hereafter
                  known to Client which  materially  adversely affect or may (so
                  far as the  Client's  senior  management  can  now  reasonably
                  foresee) materially adversely affect the business, properties,
                  condition  (financial  or other)  or  operations  (present  or
                  prospective) of Client.

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<PAGE>

         E.       Relationship Of the Parties. This Agreement pertains to the
                  provision  of  Services  by  Sinclair-Davis  to Client and the
                  provisions of this  Agreement  pertaining  to compliance  with
                  financial  covenants,  delivery of financial  statements,  and
                  similar    provisions   are   intended   solely   to   provide
                  Sinclair-Davis  with  information  on  which  it may  rely  in
                  providing the Services  hereunder.  Nothing  contained in this
                  Agreement  shall be  construed  as  permitting  or  obligating
                  Sinclair-Davis  to act as a financial  or business  advisor or
                  consultant  to  Client,   as  permitting   Sinclair-Davis   to
                  participate  in the  management  of Client's  business,  or as
                  creating   or   imposing   any   fiduciary    obligations   on
                  Sinclair-Davis with respect to Client or its business.

                  Sinclair-Davis  shall  have no duty or  obligation  to provide
                  services  to Client  other than the  Services.  Sinclair-Davis
                  shall have no authority to incur  expenses on behalf of Client
                  unless first  approved in writing or obligate  Client to enter
                  into any  agreement  or  arrangement  or commit  Client to any
                  course  of  action.  Client  acknowledges  that it has had the
                  opportunity to obtain the advice of experienced counsel of its
                  own choosing in connection  with the negotiation and execution
                  of this  Agreement,  the  provision of Services  hereunder and
                  with respect to all matters contained herein.

         4. Compensation.  Client agrees to compensate Sinclair-Davis as follows
for the provision of the Services hereunder:

         A.       Client shall issue Sinclair-Davis 200,000 restricted shares of
                  Client's  Common  Stock  on the  date  of  execution  of  this
                  Agreement.

         B.       Client shall issue Sinclair-Davis 200,000 restricted shares of
                  Client's  Common Stock on that date which is three months from
                  the date of execution of this Agreement.

         C.       During the term of this Agreement,  Sinclair-Davis  shall have
                  the right to demand,  on one occasion only,  the  registration
                  under the Securities Act of 1933, as amended,  of those shares
                  of Client's Common Stock issued to  Sinclair-Davis on or prior
                  to the  date  of such  demand.  Sinclair-Davis  shall  also be
                  entitled to "piggyback"  registration  rights  (subject to the
                  customary  exclusion from any registration  statement based on
                  the reasonable objection of the managing  underwriter),  which
                  shall  remain  in  effect  until  such  time as the  shares of
                  Client's Common Stock issued to  Sinclair-Davis  hereunder may
                  be sold without  registration  under Rule 144.  Sinclair-Davis
                  shall   cooperate   with   Client  in   connection   with  any
                  registration  statement filed by Client with respect to shares
                  held by  Sinclair-Davis  and shall  provide  Client  with such
                  information,   affidavits  and   indemnifications  as  may  be
                  reasonably requested by Client.

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<PAGE>

         D.       Following a demand for registration by Sinclair-Davis,  Client
                  will use its best efforts to file a registration  statement on
                  Form  S-3  on  an  expeditious  basis  and  have  it  declared
                  effective at the earliest  practicable date. In the event such
                  registration  statement  is  not  declared  effective  by  the
                  Commission  within  120  days of the  exercise  of the  demand
                  registration right by Sinclair-Davis, Client will issue 20,000
                  additional   shares  of  its   restricted   Common   Stock  to
                  Sinclair-Davis  and will issue an additional  20,000 shares of
                  its restricted Common Stock to Sinclair-Davis for each 30 days
                  thereafter  that  the  registration  statement  has  not  been
                  declared  effective.   Sinclair-Davis  shall  be  entitled  to
                  "piggyback"  registration  rights  (subject  to the  customary
                  exclusion  from  any  registration   statement  based  on  the
                  reasonable objection of the managing underwriter) with respect
                  to any additional shares issued under this subparagraph, which
                  rights  shall  remain  in  effect  until  such  time  as  such
                  additional shares may be sold without  registration under Rule
                  144.

         E.       The registration rights granted to Sinclair-Davis shall be
                  transferable  to any third party or  parties,  who may acquire
                  the shares of Client's  Common Stock from Sinclair  Davis in a
                  lawful  transaction  with the same  rights and  subject to the
                  same restrictions as those applicable to Sinclair-Davis.

         F.       While  not  included  in  the   Services  and  not   currently
                  contemplated  by Client,  in the event  Sinclair-Davis  should
                  introduce Client to an acquisition, a buyout, financing and/or
                  a merger  candidate,  and a transaction is  consummated,  then
                  Client shall pay Sinclair-Davis a finder's fee in an amount to
                  be negotiated by the parties  before  Sinclair-Davis  provides
                  any such introduction.

         5. Date Shares Earned.  The Shares issuable to Sinclair-Davis  pursuant
to Sections  4(A) and 4(B) above shall be deemed to have been earned on the date
such shares are delivered pursuant to the terms of such sections.

         6.  Termination.  This  Agreement may be  terminated:  (i) upon written
notice by one party to the other  party if the  representations  and  warranties
made by the other  party are  proved to have  been  inaccurate  in any  material
respect;  or (ii) upon  written  notice  by one party to the other  party if the
other party should be in default in the  performance  of the  material  terms or
provisions of this Agreement,  and such defaulting party has failed to cure such
default  within thirty (30) days  following  written notice of such default from
the non-defaulting party. In the event of termination by Sinclair-Davis,  it may
immediately  cease the  performance of services for Client under this Agreement.
In the event of termination  by Client,  prior to the expiration of three months

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from the date of this  Agreement,  Client shall have no  obligation  to issue to
Sinclair-Davis  the shares of Client's Common Stock described in Section 4(B) of
this Agreement.

         7. Indemnification.  Client agrees to indemnify Sinclair-Davis and hold
it harmless from all claims,  damages, losses and expenses (including reasonable
attorney's fees) for claims caused by any material inaccuracy in the Information
Package  or other  written  information  provided  by Client to  Sinclair-Davis.
Sinclair-Davis  agrees to indemnify Client and hold it harmless from all and all
claims,  damages, losses and expenses (including reasonable attorney's fees) for
claims caused by violation by Sinclair-Davis of the terms and conditions of this
Agreement or of any state, federal or other governmental laws or regulations.

         8.  Confidentiality  Information.  Confidential  Information  means all
proprietary data, concepts,  projections,  strategies,  client lists,  marketing
plans,  designs,  processes,  methods  of  operation,   innovations,  and  other
information pertaining to the business operations and other activities of Client
and  its  affiliated  companies.   Sinclair-Davis  shall  use  any  Confidential
Information disclosed or provided to it by Client,  whether orally,  written, by
demonstration,  in models or otherwise,  only as permitted  under this Agreement
and shall maintain all such Confidential Information in confidence and shall not
disclose or divulge such  Confidential  Information to any third party or to any
of its own personnel not having a need to know such  information,  provided that
Sinclair-Davis  shall has informed its personnel of its  obligations  under this
Section 8, and provided further any person to whom such disclosure is made shall
have entered into a  non-disclosure  agreement,  the terms of which require such
person  to  maintain  the  confidentiality  of  the  Confidential   Information.
Notwithstanding the foregoing, Sinclair-Davis shall not be liable for disclosure
of  any  such  Confidential  Information  which:  (a)  can  be  demonstrated  by
reasonable  documentary evidence to have been in its possession prior to receipt
from  Client,  provided  that the  source of such  information  was not known to
Sinclair-Davis  to  be  bound  by a  confidentiality  agreement  with  or  other
contractual or fiduciary  obligation of  confidentiality  to Client or any other
person with  respect to such  information;  (b) is or becomes part of the public
domain other than through an act or omission attributable to employees or agents
of  Sinclair-Davis;  or (c) is or is made available to Sinclair-Davis by a third
party  unaffiliated  with  Client  and which has no  obligation  to Client  with
respect thereto.  Upon the termination of this Agreement,  Sinclair-Davis  shall
promptly  return to Client all  Confidential  Information  provided by Client to
Sinclair-Davis,  and all copies thereof, in its possession. This Section 8 shall
survive the termination of this Agreement.

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         9. Miscellaneous.

         A.       Governing Law. This Agreement shall be governed by the laws of
                  the State of New York.

         B.       Entire Agreement. This Agreement embodies the entire agreement
                  of the parties with respect to its subject  matter.  There are
                  no  restrictions,   promises,   representations,   warranties,
                  covenants,  or  undertakings  other than those  expressly  set
                  forth or referred to herein.

         C.       Amendments  to be in Writing.  This  Agreement  may be amended
                  only in a writing signed by all of the parties.

         D.       No Waivers by Course of Dealing; Limited Effect of Waivers. No
                  waiver shall be effective  against any party unless it is in a
                  writing  signed by that  party.  No course of  dealing  and no
                  delay on the part of  Sinclair-Davis  in exercising its rights
                  shall operate as a waiver of that right or otherwise prejudice
                  Sinclair-Davis.  Sinclair-Davis'  failure  to insist  upon the
                  strict  performance of any provision of this Agreement,  or to
                  exercise any right or remedy available to Sinclair-Davis shall
                  not constitute a waiver by  Sinclair-Davis  of such provision.
                  No specific waiver by Sinclair-Davis of any specific breach of
                  any  provision of this  Agreement  shall  operate as a general
                  waiver  of  the  provision  or of  any  other  breach  of  the
                  provision.  Client  shall  have no right  to cure  any  breach
                  except as specifically provided herein.

         E.       Counterparts.  This  Agreement  may be  executed  in  multiple
                  counterparts,  each of which shall be deemed an original,  but
                  all of  which  together  shall  constitute  one and  the  same
                  instrument.

         F.       Circulation  of  Rights  and  Remedies.  No right or remedy of
                  Sinclair-Davis  under this  Agreement  is intended to preclude
                  any other  right or remedy and every  right and  remedy  shall
                  coexist  with every  other  right and remedy now or  hereafter
                  existing whether by contract, at law, or in equity.

         G.       Successors  and  Assigns.  This  Agreement  shall inure to the
                  benefit  of  and  be  binding   upon  the  parties  and  their
                  successors and assigns.  Neither party shall have any right to
                  assign any of its rights or delegate any of its obligations or
                  responsibilities   under  this  Agreement  without  the  prior
                  written consent of the other party.

         H.       Payment of Fees and  Expenses of Enforcing  Agreement.  In the
                  event of any dispute  between  the  parties  arising out of or
                  related to this Agreement or the  interpretation  thereof,  at
                  the trial level or appellate level, the prevailing party shall

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                  be entitled to recover from the non-prevailing party all costs
                  and expenses,  including  reasonable fees and disbursements of
                  counsel which may be  reasonably  incurred by it in connection
                  with such proceeding,  including without limitation, any costs
                  and  expenses of  experts,  witnesses,  depositions  and other
                  similar costs.

         I.       Notices.  Any  notices  or other  communications  required  or
                  permitted to be given hereunder shall be in writing, and shall
                  be delivered to the parties at the  addresses  set forth below
                  (or to such other  addresses  as the  parties  may  specify by
                  notice to the other in the manner  provided in this  section).
                  Notices  or  other  communications  shall  be  effective  when
                  received at the recipient's address (or when delivered to that
                  location   if   receipt   is   refused).   Notices   or  other
                  communications  given  by  facsimile   transmission  shall  be
                  presumed  received at the time  indicated  in the  recipient's
                  automatic  acknowledgment.  Notices  or  other  communications
                  given by Federal Express or other recognized overnight courier
                  service  shall  be  presumed  to  have  been  received  on the
                  following business day. Notices or other  communications given
                  by certified mail, return receipt requested,  postage prepaid,
                  shall be presumed  received 5 business  days after the date of
                  mailing.

                             Client:             Videolocity International, Inc.
                                                 358 South 700 East, #B-604
                                                 Salt Lake City, Utah 84102
                                                 Attention: D. T. Norman,
                                                 Secretary

                             Sinclair-Davis:     Sinclair-Davis Trading Corp.
                                                 108 Harbor Road
                                                 Head of the Harbor, NY  11780

         J.       No  Partnership.  No agency,  partnership,  joint venture,  or
                  employment  is  created  as a  result  of this  Agreement  and
                  neither  party nor its agents shall have any  authority of any
                  kind to bind the other party in any respect whatsoever.

         K.       Headings.  The headings in this Agreement are intended  solely
                  for convenience of reference. They shall be given no effect in
                  the construction or interpretation of this Agreement.

         L.       Severability.   The  invalidity  or  unenforceability  of  any
                  provision of this  Agreement  shall not impair the validity or
                  enforceability of any other provision.

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         In Witness Whereof,  the parties have executed this Agreement as of the
date first above written.

                  Client:                   VIDEOLOCITY INTERNATIONAL, INC.


                                            By  /s/ Jerry E. Romney, Jr.
                                               -------------------------------
                                               Jerry E. Romney, Jr., President


                  Sinclair-Davis:           SINCLAIR-DAVIS TRADING CORP.


                                            By /s/ Brooke Bray
                                               -------------------------------
                                               Brooke Bray, President

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