Filed by Automated Filing Services Inc. (604) 609-0244 - Pro-Tech Holdings Ltd. - Exhibit 10.2





 Sales and Marketing Agency Agreement 


 This letter of agreement is between Power Grow System Ltd.,
  (the “Company”) doing business at 108, 1533 Broadway St. Coquitlam,
  B.C and C&CB Concept & Communication Business Inc., (the “Contractor”)
  doing business at 303, 2135 Argyle Ave., West Vancouver, BC. The Company and
  the Contractor wish to enter into this exclusive Sales and Marketing Agency
  Agreement for the global sales and marketing of the Company’s hydroponics
  plant growing equipment. 

 It is understood, agreed and relied upon that the contractor,
  in the performance of his duties and responsibilities described herein, will
  engage the services of Jason Bleuler (the “Agent”), and others
  when necessary, to act exclusively as the Sales Representative to market the
  Company’s hydroponics plant growing equipment. 


Duties and Responsibilities of the Contractor: 


	 	1.
   	On an exclusive basis, sell the Company’s
        hydroponics plant growing equipment units within pricing parameters and
        timetables established by the Company. All sales, organizational and marketing
        activities, will be carried out according to Company’s policy and
        strategy.

         

	 	2.
   	Hire additional sales representatives,
        when and if required and with the Company’s prior approval assist
        all sales representatives in the performance of their duties.

         

	 	3.
   	Generate and maintain qualified leads
        from local and international relevant associations, magazines, trade organizations
        and existing personal data.

         

	 	4.
   	Maintain accurate data of leads generating,
        sales and marketing activities and provide reports to the company and
        its General Manager on a monthly basis regarding marketing progress as
        well as consult with company’s officials on sales and marketing strategies.

         

	 	5.
   	Maintain communication with other company’s
        departments, i. e.: research and development, manufacturing, shipping,
        administration, accounting, etc. to insure smooth flow and exchange of
        information.

         

	 	6.
   	Devote sufficient time to the Business
        of the company and, when necessary, work additional hours for the performance
        of the services described herein. The contractor and the agent, as a representatives
        for the company, shall provide the services in a proper, loyal, diligent,
        efficient, professional manner and, at all times, shall use their best
        efforts to maintain and promote the best interest of the company.

         

	 	7.	During the Term of the Agreement the
        Contractor will act as President, Chief Executive Officer and Director
        of the Company.



 Terms of the Agreement:

	 	1. 	Duration of this agreement shall be for a period
        of three years commencing on the 1st day of January 2003 and
        terminating on the 30tht day of Jan 2006. On the date of termination,
        the parties to this agreement will have the option to renew this agreement,
        for an additional six months, according to the same terms and conditions
        described herein, or as they may be renegotiated by both parties to the
        agreement. 

          









 (2)

	 	2. 	The agreement may be terminated by either party,
        with cause, at any time or in the event the Contractor breach the terms
        and conditions described herein during the entire duration of the agreement
        by giving 30 days written notice. 



Compensation: 

	 	1.
   	Compensation for the contractor services
        shall be CDN $4,500 a month, commencing on the effective date of this
        agreement and paid at the end of each month for the duration of the agreement

         

	 	2.	Additionally, the Company will provide
        the contractor with a Leased Vehicle and reimburse the contractor for
        any reasonable expenses, relating to telephone, travel, courier incurred
        by him during the performance of his duties. Invoices for these expenses
        shall be submitted to the company on a monthly basis.




General conditions: 


	 	1.
   	This agreement evidences the entire
        agreement between the parties and cannot be changed, modified or altered
        without the written consent by both parties.

         

	 	2.	This agreement shall inure for the benefit
        of both the undersigned parties and shall be governed and construed in
        accordance with the laws of the province of British Columbia




Signed, sealed and delivered on the 1st day of January 2003.



By:


 Per: “Nick Brusatore” 

  Power Grow System Ltd.  

 Per: “Jason Bleuler” 

  C&CB Concept & Communication Business Inc. 

 “Jason Bleuler” 

  Jason Bleuler