Exhibit 10.2
------------




STRATEGIC GROWTH
INTERNATIONAL, INC.

August 1, 2004

Mr. Greg Sonic
President and CEO
Napoli Enterprises Inc.
801, Muncesti Street
MD-2029, Chisinau, Moldova

Dear Mr. Sonic:

This letter is to confirm and  summarize  the  agreement  under which  Strategic
Growth International will serve as Investor Relations Consultant  ("Consultant")
to Napoli Enterprises Inc. ("the Company").

DUTIES:
-------

As Investor Relations Consultant, we will:

a)   Consult with the management of the Company on Investor Relations aspects of
     shareholder  communications,  including how to arrange and conduct meetings
     with the  professional  investment  community and investor  groups;  how to
     communicate  the  corporate  message  to  specified  audiences,  and how to
     enhance relations with security analysts and the financial press.

b)   Help develop and implement a comprehensive  Investor  Relations  program as
     outlined in Exhibit 1.

c)   Provide  professional staff services as may be reasonably  required to help
     the Company carry out its programs and objectives.

LIABILITY:
----------

The Company  agrees to indemnify  and hold harmless SGI from and against any and
all losses, claims,  damages,  expenses or liabilities which SGI may incur based
upon information,  representations,  reports or data furnished by the Company to
the extent that such material is  furnished,  prepared or approved by for use by
SGI.

Agreed To and Accepted by:

By: /s/ Greg Sonic                          /s/ Stanley Altschuler
    ------------------------------          ------------------------------------
    Napoli Enterprises Inc.                 Strategic Growth International, Inc.


<PAGE>



Mr. Greg Sonic Napoli
Enterprises Inc.
Page 2



OUT OF POCKET EXPENSES:
-----------------------

The Company will reimburse SGI for all reasonable  out-of-pocket  disbursements,
including  travel  expenses,  made in the  performance  of its duties under this
agreement.  Items, such as luncheons with the professional investment community,
graphic design and printing,  postage, long distance telephone calls, etc., will
be billed as incurred.

RECORDS AND RECORD KEEPING:
---------------------------

SGI will maintain accurate records of all out-of-pocket expenditures incurred on
behalf of the Company.  Authorization for projects, operating activities and out
of pocket costs  exceeding $500 will be obtained in advance  before  commitments
are made.

TERMS OF PAYMENT:
-----------------

Billings will be done monthly for the coming month. Expenses and charges will be
included in the following month's bill. Payment is due within ten (10) days upon
receipt of invoice.

SERVICE FEES:
-------------

The Company will pay SGI a monthly retainer fee of $10,000.00 (U.S.) a month, to
be wire  transferred  to the U.S.  account of SGI. The first monthly fee will be
paid in advance,  upon execution of this Agreement.  The Agreement is for a term
of 24 months beginning on August 1, 2004.

The Company  agrees to grant 1.9 million common shares ("the shares") to Stanley
Altschuler and Richard  Cooper.  Such shares will be issued 50% each in the name
of  Stanley  Altschuler  and  Richard  Cooper.  Such  shares  shall be vested as
follows:  35% of the shares on execution  of this  Agreement  and the  remainder
(65%) on February 2, 2005. Such shares will have piggy-back  registration rights
for one year.

In the event of a stock  reverse,  the amount of  post-reverse  shares issued to
Stanley  Altschuler  and Richard Cooper shall be at least 400,000 shares or such
greater  amount  as  determined  by the  stock  reverse.  In no event  shall the
post-reverse shares issued to Stanley Altschuler and Richard Cooper exceed 5% of
the shares outstanding following such reverse.

Agreed To and Accepted By:

By: /s/ Greg Sonic                          /s/ Stanley Altschuler
    ------------------------------          ------------------------------------
    Napoli Enterprises Inc.                 Strategic Growth International, Inc.


<PAGE>



Mr. Greg Sonic Napoli
Enterprises Inc.
Page 3



TERMS OF AGREEEMENT:
--------------------

The Company  shall have the right to terminate  this  Agreement in six months on
February 1, 2005. Upon such  termination in 6 months,  the Company has the right
to rescind 50% of the shares upon 10 days prior written notice. Such right shall
be voided if the  company  has  raised at least $2 million  of  financing  (debt
and/or  equity)  prior to  February  1, 2005 from a  financial  intermediary  or
institution that has been introduced by SGI.

The Agreement  shall be for a period of 24 months  commencing on August 1, 2004,
unless otherwise terminated as provided herein. This Agreement shall be governed
by and subject to the  jurisdiction of and laws of New York State and the United
States of America.

Please  confirm  agreement  to the above by  endorsing  all three (3) copies and
returning two (2) copies to SGI.

AGREED TO AND ACCEPTED BY:
--------------------------

By: /s/ Greg Sonic                          /s/ Stanley Altschuler
    ------------------------------          ------------------------------------
    Napoli Enterprises Inc.                 Strategic Growth International, Inc.


<PAGE>






                                    EXHIBIT 1
                        Financial Public Relations Duties
                                       for
                             Napoli Enterprises Inc.

Strategic  Growth  International,  Inc. will develop a  comprehensive  financial
relation  game plan with the  following  goals,  all of which  are  designed  to
achieve increased and sustained share value:

1.   Develop a  coordinated  package of financial  public  relations  materials,
including PowerPoint,  fact sheet, press releases,  corporate package, etc. that
is  acceptable  to the Company.  SGI will also review and advise on features and
functionality of the website in this regard.

2.   Immediately introduce the Company to financial intermediaries with the goal
of fulfilling the Company's  financial needs. This will be accomplished  through
meetings in key financial centers  including:  New York, San Francisco,  London,
Geneva, Zurich, Chicago, Los Angeles and Boston.

3.   Increase  liquidity  in the stock  with the goal of  attaining  new  market
makers and introducing the Company to professionals in the investment community.

4.   Develop institutional ownership in the stock.

5.   Assist in obtaining research from reputable  institutional  sales boutiques
and small cap research analysts.

6.   Create financial media opportunities for the Company as appropriate.

7.   Obtain  invitations to and coordinate  participation in financial  industry
conferences.

8.   Coordinate all day-to-day investor relation's  activities - press releases,
dissemination of information, earnings conference calls, etc.

9.   Assist in creating opportunities for European buying in the stock.

10.  Introduce the Company to financial  intermediaries  and institutions with a
goal of the  Company  raising up to 10  million  dollars  of  financing  for its
expansion plans.



AGREED TO AND ACCEPTED BY:


/s/ Greg Sonic                                          Date: August 1, 2004
--------------------------------------------
Mr. Greg Sonic, President and CEO
Napoli Enterprises Inc.


/s/ Stanley Altschuler                                  Date: August 1, 2004
--------------------------------------------
Mr. Stanley Altschuler, President
Strategic Growth International , Inc.