EXHIBIT 10.2


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                       MARKETING AND CONSULTING AGREEMENT

      This Marketing and Consulting  Agreement  (hereinafter the "Agreement") is
made  and  executed  this  29th  day of  September,  1999  between  The  Guitron
Corporation  (hereinafter  the  "Corporation"),   a  Canadian  corporation  with
principal  offices at 38 Place du Commerce,  Suite 230, Nuns' Island,  Montreal,
Quebec Canada H38 1T8 and Marvin Chankowsky  (hereinafter the "Contractor") with
offices at 34 Belsize, Hampstead, Quebec, Canada H3X 3J8.

      1. Recitals

            1.1 The  Corporation  is presently  developing a musical  instrument
known as the GUITRON.  The GUITRON is an easy play guitar like instrument  which
looks and sounds like a traditional guitar but is different in that it relies on
unique  technological  features for its playing and its sound.  The  Corporation
expects to  complete  commercial  development  of several  models of the GUITRON
within the next six to twelve months.

            1.2 Contractor  desires to actively and diligently  promote the sale
and  use of the  GUITRON  within  the  Territory,  as that  term is  hereinafter
defined, and has the knowledge, expertise, and resources to do so.

            1.3 The  Corporation  is  willing to grant  Contractor  the right to
market the GUITRON in the Territory,  as that term is hereinafter defined, under
the terms and conditions hereinafter set forth.

         Now,  therefore,  in  consideration  of the  premises and of the mutual
covenants and agreements hereinafter contained, the parties agree as follows:

      2. Definitions

            2.1  Agreement.  This document and any annex,  exhibit,  attachment,
schedule,  addendum,  or  modification  hereto,  unless  the  context  otherwise
indicates.

            2.2 Contractor. Marvin Chankowsky

            2.3 Customer. Any purchaser of a GUITRON.

            2.4 GUITRON.  An easy play guitar like musical instrument  currently
being developed by the Corporation.


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            2.5 MBC  Marketing  Ltd. A  marketing  and sales  promotion  company
affiliated with and controlled by the Contractor

            2.6 Technical Information. Includes all know-how, designs, drawings,
specifications,  catalogs,  data sheets, sales and technical bulletins,  service
manuals, mechanical diagrams, and all other information,  whether or not reduced
to writing, relating to the design,  manufacture and use of the GUITRON, as well
as any other information relating to the business of the Corporation that may be
divulged to the  Contractor in the course of its  performance  of this Agreement
and that is not generally known in the trade.

            2.7 Territory. (i) North America; and (ii) any additional geographic
areas that may be mutually agreed upon by the Corporation and the Contractor.

            2.8  The   Corporation.   The   Guitron   Corporation,   a  Canadian
corporation.

      3. Engagement and Scope

            3.1  Engagement.  Subject to the terms and  conditions , and for the
term, of this Agreement, the Corporation hereby engages the Contractor to market
the GUITRON in the Territory and the Contractor  hereby accepts such  engagement
and agrees to use his best efforts to market and develop  demand for the GUITRON
within the Territory and agrees to conduct his activities in accordance with the
terms and  conditions of this Agreement and to devote such time and attention to
the performance of the duties entailed by such engagement,  as shall be required
therefor.

            3.2 Independent  Contractor Status. The Contractor is an independent
contractor, therefore:

                  (a)   Neither  the   Contractor   nor  any  affiliate  of  the
                        Contractor  shall be or be  considered  to be an  agent,
                        representative  or  employee  of  the  Corporation.  The
                        Contractor  is not  granted and shall not  exercise  the
                        right or authority to assume or create any obligation or
                        responsibility, including without limitation contractual
                        obligations  and  obligations  based  on  warranties  or
                        guarantees,   on  behalf  of  or  in  the  name  of  the
                        Corporation.  The Contractor  shall not misrepresent his
                        authority to any third party.


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                  (b)   The detailed  operations  of the  Contractor  under this
                        Agreement  shall  be  subject  to the sole  control  and
                        management  of  the  Contractor.  Except  for  expressly
                        approved  out  of  pocket   expenses   incurred  by  the
                        Contractor   hereunder,    the   Contractor   shall   be
                        responsible  for all of his own expenses and  employees.
                        The  Contractor  agrees  that it shall  incur no expense
                        chargeable  to  the   Corporation,   except  as  may  be
                        specifically authorized by this Agreement.


      4. Product Acceptance and Delivery

            4.1 Orders  Subject to  Acceptance.  All  orders for  GUITRONS  that
result from the marketing  efforts of the Contractor  hereunder shall be subject
to acceptance by the Corporation and shall not be unreasonably withheld.

            4.2 Delivery of Products.  The Corporation will use its best efforts
to fill accepted  GUITRON  orders  resulting  from the marketing  efforts of the
Contractor as promptly as  practicable,  subject,  however,  to delays caused by
unforeseen transportation  conditions,  labor or material shortages,  strikes or
other labor  difficulties,  fire or other  natural  disaster,  or other cause of
whatever nature beyond the immediate control of the Corporation.

      5. Obligations of the Contractor.

            5.1 Sales Promotion. The Contractor, directly, or through a separate
contract with MBC Marketing Ltd., shall use his best efforts to promote the sale
and use of the GUITRON by potential  Customers  within the  Territory.  For that
purpose,  the Contractor hereby undertakes to conduct the following  activities:
(i)  subject  to  approval  of the  Corporation's  Board  of  Directors,  acting
reasonably  to devise and develop a marketing  plan or plans for the  Territory;
and (ii) to assist the  Corporation to implement the marketing plan or plans for
the Territory.

            5.2 Facilities and Personnel.  The Contractor shall maintain, at its
own  expense,  such  office  space  and  facilities,  and  hire and  train  such
personnel,  as he shall see fit, if any to carry out its obligations  under this
Agreement.

      6. Obligations of the Corporation

            6.1  Notification  of Changes.  The  Corporation  shall  immediately
notify the  Contractor  of any  changes in or  affecting  the GUITRON or prices,
terms,  and  conditions of sale,  sales,  policies,  projected  delivery  dates,
schedule changes,  and other matters that the Corporation  determines may affect
the  procurement,  processing  and/or  completion of orders  attributable to the
Contractor.


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            6.2 Payment of Compensation to Contractor.  In  consideration of the
services to be performed by the Contractor hereunder,  the Corporation agrees to
compensate the Contractor as follows:

            6.2.1  Issuance of Stock.  Upon  execution  of this  Agreement,  the
Corporation shall issue 10,000 shares of its common stock to Contractor.

            6.2.2 Issuance of Additional Stock. The Corporation  agrees to issue
up to an additional  264,000 shares of its common stock to Contractor based upon
the  gross  sales  price  net of sales  tax  realized  by the  Corporation  from
accepted, fulfilled and completed GUITRON orders within the Territory during the
term of this  Agreement  that are the clear and direct  result of the  marketing
efforts of  Contractor,  (such  directly  attributable  gross sales net of taxes
realized by the Corporation  from Guitron sales within the Territory  during the
term of this  Agreement are  hereinafter  referred to as the "Net  Receipts") as
follows:

                  (i)   10,000  shares for every Cdn  $100,000 of Net  Receipts.
                        6.2.3 Sales Commissions.

                  (i)   During  the  stock  earn  out  period   referred  to  in
                        Paragraph 6.2.2 above, Contractor shall be entitled to a
                        sales commission equal to 2% of the Net Receipts.

                  (ii)  During  the  period  subsequent  to the  stock  earn out
                        period  referred  to  in  Paragraph  6.2.2  above,   and
                        throughout  the  remaining   term  of  this   Agreement,
                        Contractor shall be entitled to a sales commission equal
                        to 6% of the Net Receipts.

            6.3 Effect of Merger or  Acquisition.  In the event that  during the
term of this  Agreement,  the  Corporation is acquired by or merged into another
corporation with the result that  shareholders of the Corporation at the time of
such merger or acquisition receive shares of stock in the acquiring  corporation
or surviving corporation, as the case may be, in exchange for their stock in the
Corporation,  Contractor  will exchange all his shares in the Corporation on the
same basis as such other shareholders.  Additionally,  subsequent to such merger
or  acquisition,  in  lieu  of  receiving  stock  of the  Corporation  to  which
Contractor may be entitled  pursuant to Paragraph 6.2.2 above,  Contractor shall
receive shares in the acquiring or surviving  entity,  as the case may be, in an
amount  that  reflects  the  exchange  rate  provided  for  in  such  merger  or
acquisition.  By  way  of  example,  assume  there  is  an  acquisition  of  the
Corporation prior to any earn out of shares pursuant to said Paragraph 6.2.2 and
that pursuant to such acquisition,  shareholders of the Corporation  receive two
shares of the acquiring  corporation in exchange for every one share they own in
the Corporation. Under this circumstance, Contractor would be entitled to 20,000
shares of the acquiring  corporation  for every Cdn $100,000 of Net Receipts (up
to a maximum of 528,000 shares)


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      7. Representations and Warranties.

            7.1 Representations and Warranties of the Contractor. The Contractor
represents and warrants the following:

            7.1.1 Authority to Enter into Agreement.  The Contractor  represents
and  warrants  that he has full right,  power and  authority  to enter into this
Agreement and to perform the same in accordance  with the terms,  provisions and
conditions hereof and in the manner herein specified.

            7.1.2  Scope  of  Promotional  and  Solicitation   Activities.   The
Contractor   represents  and  warrants  that  he  shall  limit  its  promotional
activities  with  respect  to  the  GUITRON  to  Customers  located  within  the
Territory.

            7.1.3  Investment  Representations.  The  Contractor  represents and
warrants that with respect to any stock issued to him pursuant to this Agreement
that (i) Contractor will acquire such shares for investment, for his own account
and not with a view to their  resale  or  distribution  and does not  intend  to
resell or otherwise  dispose of all or any part of such shares  unless and until
they are  subsequently  registered under the Securities Act of 1933, as amended,
or an exemption from such  registration  is available;  (ii)  Contractor has the
ability to evaluate the merits and risks of an investment in the  Corporation or
a successor  thereof,  based upon its knowledge and  experience in financial and
business matters;  (iii) Contractor  understands that there is no current market
for such shares and that in the event Rule 144 of the  Securities  and  Exchange
Commission hereafter becomes applicable to such shares, any routine sales of the
shares made  thereunder can be made only in limited  amounts in accordance  with
the terms of Rule 144; (iv) Contractor  understands  that the Corporation has no
obligation to register such shares but that  registration  will be undertaken by
the Corporation;  and (v) Contractor understands that before any transfer of any
such  shares can be made by  Contractor,  written  approval,  which shall not be
unreasonably  withheld,  must be obtained from Corporation's  counsel and that a
legend to this effect will be placed on the shares.

            7.2   Representations   and  Warranties  of  the  Corporation.   The
Corporation  represents and warrants that it is the sole and exclusive  owner of
the  GUITRON  technology,  all  related  patent  applications,   and  any  other
proprietary  information  relating to the GUITRON and that it has the sole right
and authority to grant the  Contractor  the right to market,  the GUITRON in the
Territory.  The Corporation  warrants and acknowledges that it is a condition of
this  agreement  that it  shall,  in the event  that any of its  shares or those
shares  envisaged  by Section 6.3  hereof,  be  registered  or  qualified  under
securities  legislation  in the USA or  Canada,  respectively,  that the  shares
issued or to be issued to the  Contractor  be  registered  or  qualified at such
time.


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      8. Assignment

            This  Agreement  may be assigned by the  Corporation  as part of the
sale of substantially all of its business,  provided however, that the purchaser
shall expressly assume all obligations of the Corporation  under this Agreement.
Further,  this  Agreement  may be assigned by the  Corporation  to an affiliate,
provided that any such affiliate shall  expressly  assume all obligations of the
Corporation  under this  Agreement,  and provided  further that the  Corporation
shall then fully  guarantee the  performance of the Agreement by such affiliate.
Contractor  agrees  that if this  Agreement  is so  assigned,  all the terms and
conditions of this Agreement shall obtain between  assignee and himself with the
same force and effect as if said  Agreement  had been made with such assignee in
the first  instance.  This  Agreement  shall not be assigned  by the  Contractor
without the express written consent of the Corporation.

      9. Term and Termination

            9.1 Term. Unless earlier  terminated,  this Agreement shall continue
in full  force and  effect for an initial  term of thirty  months,  which  shall
commence  at such time  that  commercial  development  of the  GUITRON  has been
completed and the Corporation has confirmed in writing to the Contractor that it
is prepared to fill orders  obtained by the  Contractor in  accordance  with the
usual   commercial   terms  typically   employed  by  manufacturers  of  musical
instruments.  At the end of such term, this Agreement may be renegotiated by the
parties in good faith for a new term.

            9.2 Early Termination. This Agreement may be terminated prior to the
end of its term (i) by mutual  consent of the parties;  (ii) by one party in the
case of the declared or admitted insolvency or bankruptcy of the other party; or
(iii) by one  party in the case of the  other  party's  failure  to  fulfill  an
obligation  hereunder and to cure such default  within 30 days of the defaulting
parties receipt of notice.

      10. Confidentiality and Proprietary Rights

            10.1  Confidentiality  of  Technical   Information  and  Proprietary
Rights. The Contractor shall hold in strict confidence the Technical Information
supplied  to him by the  Corporation  and shall not divulge the same to an other
person,  firm,  or  corporation  without  the prior  written  permission  of the
Corporation, except as reasonably required to perform his obligations under this
Agreement.  The  Contractor,  his  agents,  and  employees  shall use their best
efforts to maintain such Technical Information secret and confidential and shall
exercise  the same  degree of care for such  purpose  as the  Corporation  would
normally exercise with respect to a new product or material that the Corporation
desires to keep  secret  and  confidential  shall  survive  termination  of this
Agreement for any reason.  Upon  termination of this  Agreement,  the Contractor
shall return to the  Corporation  all Technical  Information  it then has in its
possession.


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            10.2  Use of  Technical  Information  and  Proprietary  Rights.  The
Contractor shall not, without the Corporation's  prior specific written consent,
use for any purpose other than  implementation  of this Agreement any portion of
the Technical  Information supplied by the Corporation  hereunder or any patent,
trademark, or other industrial property right of the Corporation nor copy any of
the  Corporation's  designs  of the  GUITRON.  Acknowledging  that  the  damages
sustainable  by  the   Corporation  as  a  consequence  of  any  breach  of  the
Contractor's  obligations  under this Paragraph 13.2 may be difficult to measure
in monetary terms,  the Contractor  hereby agrees that the Corporation  shall be
entitled to have the continuation of any such breach permanently enjoined.

            10.3  Protection of Proprietary  Rights.  The  Contractor  agrees to
cooperate with and assist the Corporation,  at the Corporation's expense, in the
protection of trademarks or patents,  owned by the  Corporation and shall inform
the Corporation  immediately of any  infringements or other improper action with
respect to such  trademarks  or patents that shall come to the  attention of the
Contractor.

      11. Miscellaneous

            11.1 Further  Assurances.  At any time, and from time to time, after
the date of this Agreement,  each party will execute such additional instruments
and take such action as may be reasonably  requested by the other party to carry
out the intent and purposes of this Agreement.

            11.2 Notices.  Any notice or report  required  hereunder shall be in
writing and shall be given by personal  delivery,  recognized  courier  service,
telecopier,  or prepaid  certified  mail,  return  receipt  requested,  properly
addressed or transmitted to the party to whom sent at its or his principal place
of business or principal residence. All such notices and reports shall be deemed
to have been given or made on the date upon which the same is actually  received
at the address of the addressee thereof.

            11.3  Complete  Agreement.  This  Agreement  constitutes  a complete
statement of all of the arrangements,  understandings and agreements between the
parties with respect to the subject matter hereof.  All prior memoranda and oral
understandings  with respect thereto are merged into this  Agreement.  Except as
aforesaid,  neither of the parties  hereto shall rely on any  statement by or in
behalf of any other party which is not contained in this Agreement.

            11.4  Interpretation.   Whenever  possible,  each  Article  of  this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any Article is  unenforceable  or invalid under such law,
such Article shall be ineffective only to the extent of such unenforceability or
invalidity,  and the remainder of such Article and the balance of this Agreement
shall in such event continue to be binding and in full force and effect.


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            11.5 Non-Waiver.  The terms,  provisions and covenants  hereinbefore
contained shall be specifically enforceable.  The failure by either party hereto
to enforce any provision of this Agreement  shall not operate or be construed as
a waiver of any right,  power or privilege  contained  in that  provision or any
other provision of this Agreement.

            11.6  Headings.  The headings of all Articles or within any Articles
herein specified are for the convenience of locating  information only and shall
have no substantive effect on or be construed as assisting in the interpretation
of any of the terms, covenants or conditions of this Agreement.

      In Witness  Whereof,  the parties  hereto have caused this Agreement to be
executed the day and year first above written.

                                               /s/ Marvin Chankowsky
                                               ---------------------------------
                                               Marvin Chankowsky

                                               THE GUITRON CORPORATION

                                               By:/s/ Richard Duffy
                                               ---------------------------------
                                               Richard F. Duffy, President


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