Exhibit 4.4
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                          ATTORNEY-CLIENT FEE AGREEMENT
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     This Agreement  ("Agreement") is entered into by and between The Law Office
of Gregory  Bartko  ("Firm"),  of 3475 Lenox Road,  Suite 400,  Atlanta  Georgia
30326,  and American Fire  Retardant  Corporation,  with its principal  business
location at 9337 Bond Avenue, El Cajon, 92021 ("Client") regarding the retention
and agreement to provide legal  services and Client's  agreement to pay for such
services and related expenses.

     1.  Services to be  Performed.  The Firm will provide the  following  legal
services (the  "Services"):  (i) provide legal advice and services in connection
with the preparation  and filing of a registration  statement on Form SB-2 under
the Securities Act of 1933, as amended  ("Act") with the Securities and Exchange
Commission  ("Commission");  (ii) filing of such registration statement with all
relevant  national  securities  exchanges  and/or  the  NASD's  Over-the-Counter
Electronic  Bulletin  Board;  (iii) the  preparation,  review  and filing of the
Client's periodic reports as required under the Securities Exchange Act of 1934;
and (iv) legal advice and services  related to mergers,  acquisitions,  business
combinations..  The  Services  shall not include any state  blue-sky  compliance
unless requested  supplementally by the Client.  The Firm will also provide such
other and  further  services  as may be  agreed  upon  between  the Firm and the
Client, which services will be subject to this Agreement. If additional services
are  requested by the Client  beyond the scope of the Services  contemplated  by
this paragraph, the parties shall agree on the specific terms and conditions for
rendering such additional services and reasonable compensation therefore.

     2. Fees for  Services.  Unless  otherwise  agreed,  the Firm's fees for the
Services  performed for the Client ("Fees") are typically based on the number of
hours or partial hours which are devoted to the Client in the performance of the
Services,  multiplied by the Firm's  standard  hourly rates for its attorneys or
other personnel.  In the case of this  engagement,  the Firm and the Client have
agreed that the Services  shall be provided for an agreed upon "flat fee" in the
amount of  $35,000  payable  in cash and  shares of the  Client's  common  stock
deliverable as set forth in Exhibit A to this Agreement. It is understood by the
Firm  and the  Client  that  the flat fee is  dedicated  to the  legal  services
relating  to  subparagraphs  1(i) and  (ii),  above  and that the  shares  to be
delivered  and  received as  compensation  to the Firm relate to legal  services
described in subparagraph 1(iii) and (iv), above.

     3. Expenses. The Firm will incur various costs and expenses ("Expenses") in
performing  the  Services.  Such  Expenses  include,  but may not be limited to,
postage,  courier,  long  distance  telephone,  cellular  telephone,  facsimile,
photocopying  and other  document  reproduction,  parking and  travel,  computer
assisted  legal and  factual  research,  clerical  staff  overtime  required  in
performing  the  Services,  transportation  and meals  related to overtime,  and
expenses (e.g. lodging),  and filing fees to the SEC, the securities  exchanges,
and, if requested by the Client,  certain state securities  regulatory agencies.
The Firm  retains the right to request the Client to advance a retainer  for the
payment of Expenses that may exceed $250.00.

     4. Manner of Billing  and  Payment.  It may be helpful to describe  how our
internal  billing  procedure works so that you will know how the billing data is
generated and how the amount of each monthly  statement is  determined.  In your
case,  we have  agreed on a flat fee that was agreed to for the  entirety of the
Services we intend to render.  The cash and non-cash  (common stock) portions of
the agreed upon flat fee shall be payable in  accordance  with the  schedule set
forth on Exhibit A attached  hereto and made a part  hereof.  In  addition,  the
Expenses our Firm incurs in providing  the Services will be shown on our monthly
invoices rendered during the billing period.

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     Each of our Clients is assigned a client code, and each separate matter for
that Client is  assigned a separate  matter  code.  In  addition,  disbursements
incurred  by the Firm during  each month are also  recorded.  This data (in this
case expenses and  disbursements)  are then put into a time and billing  system,
and a pro forma statement is produced.  The pro forma statement reflects,  among
other  things,  the Services  performed  as well as the costs and  disbursements
incurred.  The person in charge of billing the Client then reviews the pro forma
statement and, after applying the factors described above, determines the amount
to be charged for the Expenses and  disbursements  incurred  during the relevant
billing  period.  A final  statement for that billing  period is then  prepared,
showing all of the Services performed,  the attorney who performed each task and
the nature and total amount of Expenses and disbursements. As you know, the cost
of doing business is the cost of funds.  We will tender  statements for Expenses
at such intervals as we deem  appropriate,  usually monthly.  We expect that our
statements will be paid in full forthwith and, in any event, each statement will
be paid in full within thirty (30) days after its receipt by Client,  unless, of
course,  other  arrangements  have  been  made in  advance.  The Firm  typically
delivers each statement  within three to five days after the first of each month
via facsimile transmission and will also mail a hard copy of the invoice by U.S.
Postal Service.  Receipt of a statement by facsimile is deemed to be the date of
receipt by the Client.

     5. Retainer. The Firm generally requests that any new Client pay a retainer
to the Firm,  which is a prepayment for Fees, which prepayment will be reflected
as a credit on the first  statement  delivered  to the Client for  Services  and
Expenses.  If the Firm's invoices are ever past due, the Firm reserves the right
to request an additional retainer against which it may charge Fees and Expenses.
In the case of this  engagement,  and specifically as it relates to the Services
described above, our retainer is waived.

     6.  Responsibility  of Client.  It is Client's  responsibility to cooperate
fully with the Firm in its work by, among other things,  providing the Firm with
all requested  information  and making any of its employees or other  affiliated
persons reasonably available for consultations and interviews upon request.

     7. Discharge and Withdrawal. Client may discharge the Firm at any time. The
Firm may withdraw with Client's consent or for good cause.  Good cause includes,
but is not limited to, any breach by Client of this Agreement  (e.g.  failure to
make timely  payment of Fees and Expenses),  Client's  refusal to cooperate with
the Firm or follow  the  Firm's  advice  on a  material  matter,  or any fact or
circumstance that would render the Firm's continuing representation undesirable,
unlawful or unethical.  It is  acknowledged  by the Client that Gregory  Bartko,
Esq. also serves as the chief  executive  officer and a registered  principal of
Capstone  Partners,  L.C.,  an  NASD-member  broker  dealer  that is  acting  as
placement  agent on the offer and sale of the Client's  securities  that are the
subject of the SB-2 registration  statement.  As a result,  Mr. Bartko may, from
time to time,  have  duties and  responsibilities  to  Capstone  Partners,  L.C.
separate and distinct from his duties and responsibilities as special securities
counsel to the Client.  For this  reason,  each party to this  Agreement  hereby
acknowledges  this  potential  conflict  of  duties  and  reserves  the right to
terminate this Agreement,  or in the case of the Client,  to discharge the Firm,
in the event that Mr. Bartko's duties as an affiliate of Capstone Partners, L.C.
become in conflict with his duties and  responsibilities  as special  securities
counsel to the Client.

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     8.  Attorney's  Fees. In the event of non-payment of Fees and/or  Expenses,
and/or upon discharge or withdrawal, the Firm may bring an action against Client
to collect any unpaid Fees and Expenses.

     9.  Arbitration  of Disputes.  The Firm seldom has  disagreements  with its
Clients,   but  some   occasionally   occur.  We  desire  to  resolve  any  such
disagreements through amicable discussion;  unfortunately,  such disputes cannot
always be resolved in that way. Our experience is that, in such  situations,  it
is in the  interest of both the Client and the Firm that the dispute be resolved
through binding  arbitration  rather that by legal action in the courts. To that
end, Client and the firm hereby agree that any and all disputes arising pursuant
to any of the terms of this  Agreement or which relate in any manner  whatsoever
to the  Services  provided by the Firm to Client  which  cannot be resolved in a
reasonable time by discussion  between the Firm and Client shall be submitted to
binding  arbitration,  pursuant  to the  Federal  Arbitration  Act,  before  the
American Arbitration Association pursuant to its then existing rules. Client and
the Firm also  specifically  agree that the prevailing party in such arbitration
and/or any related court  proceeding  shall be awarded its reasonable  costs and
attorneys' fees incurred in connection with the dispute.

     10. Other Matters.  I regret the necessity of the above extensive  coverage
of Fees, Expenses,  and our mutual  responsibilities,  and I realize that it may
seem unduly commercial. However, we have found that stating such matters clearly
at the outset of our  representation  aids the development of good relationships
with our clients and avoids future misunderstandings.

     If you find the foregoing to be in order, please indicate your agreement on
behalf of American Fire Retardant  Corporation by signing the attached photocopy
and returning same to my attention.

     Throughout  our  relationship,  I want you to be satisfied with our Fees as
well as the  professional  services  that we perform on behalf of American  Fire
Retardant Corporation.  Accordingly,  I invite and encourage your prompt inquiry
to me personally if you ever have any questions or concerns regarding either our
Services or the Fees.

CLIENT HAS REVIEWED, UNDERSTANDS AND AGREES TO THE TERMS SET FORTH IN THIS
AGREEMENT.

Dated this ____ day of February, 2001
                                             Law Office of Gregory Bartko

                                         By:_______________________________
                                                 Gregory Bartko, Esq.

                                              American Fire Retardant Corp.


                                         By:__________________________________
                                                  Stephen F. Owens,
                                                Chief Executive Officer


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                                   EXHIBIT "A"
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1. Cash Fee:
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     Of the  total  flat  fee,  $35,000  shall be  payable  to the Firm in cash.
Payments of $5,000 every two weeks (14 calendar days)  commencing on the date of
this  Agreement  shall be made to the Firm  until a total cash fee of $35,000 is
paid.  The first  cash  payment  of  $5,000  shall be  payable  at the time this
Agreement is executed.

2. Stock Fee:
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     The balance of the flat fee shall consist of non-cash  consideration  equal
to a number of shares of the Client's common stock to be agreed upon between the
Firm and the Client as the Services are rendered (the "Stock Fee"), and shall be
deliverable  to the Firm no later than 15 days after the Securities and Exchange
Commission  ("SEC")  enters  its  order  declaring  the  Company's  registration
statement to be filed on Form SB-2 to be  effective,  or as otherwise  agreed by
these  parties.  The Stock Fee shall be  determined  by the average  closing bid
price of the Company's common stock as quoted in the over-the-counter electronic
bulletin board  maintained by the NASD for the three trading days after the date
that the SEC declares the SB-2 registration  statement effective,  not including
the date of  effectiveness.  The Stock  Fee  shall be in the form of  restricted
common  stock  of the  Company,  but  such  shares  shall  be  subject  to  "S-8
Registration Rights" covering the number of shares in the Stock Fee.

     The  Client  and the  Firm  shall  arrange  for the  filing  of a Form  S-8
registration  statement for the purpose of registering the Stock Fee for resale.
The Firm shall prepare the S-8  registration  statement for no additional  legal
fees.