EXHIBIT 10.2

                            LEGAL RETENTION AGREEMENT
                            -------------------------

         This Legal Retention Agreement (the "Agreement") is entered as of May
19, 2004, between between AngelCiti Entertainment, Inc., a Nevada corporation,
(hereinafter referred to as "AngelCiti") with an office at 9000 Sheridan Street,
Suite 7, Pembroke Pines, FL 33024 and Roxanna Lao Mendez with an address at Del
Estadio 50 este y 100 Norte, Calle Sin Salida, Guadalupe, San Jose, Costa Rica
(hereinafter referred to as the "Attorney").

                                   WITNESSETH
                                   ----------

         WHEREAS, the Company desires to retain the services of Attorney; and

         WHEREAS, in order to retain the services of Attorneys, the Company
wishes to grant to Attorney Shares in the Company, $.0025 par values, of the
Company;

ACCORDINGLY, in consideration of the foregoing, the mutual promises hereinafter
set forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Attorney,
intending to be legally bound, hereby agree as follows:

SERVICES. Attorney will provide the Company with legal and advisory services,
including guiding the company in structuring its corporate structure in
connection with ongoing corporate transactions for a period of one year.

GRANT OF SHARES: The Company hereby grants to Attorney 3,000,000 shares of the
Company registered pursuant to a Form S-8, as a retainer for services to be
rendered by Attorney. The Company shall promptly take action to register such
shares on Form S-8 and deliver such shares to Attorney.

CONDITION PRECEDENT. As a condition to earning the Shares of the Company
pursuant to paragraph 1 above, Attorney must use or continue to use his best
lawful effort for the benefit of the Company and its Subsidiaries. The Company
acknowledges that Attorney's role is a part time position, involving advice and
consultation to the Company as an Attorney.

PARTIES BOUND. This Agreement shall be binding upon and insure to the benefit of
the parties hereto and their respective successors and assigns, and all
references herein to either the Company or the Attorney shall de deemed to
include any successor or successors, whether immediate or remote.

GOVERNING LAW AND ENFORCEMENT. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the Country of Costa Rica. This
Agreement was executed, delivers and is to be performed in San Jose, Costa Rica.
Should any clause, sentence or section of this Agreement be judicially or
administratively determined to be invalid, unenforceable or void by the laws of
Costa Rica, such decision shall not have the effect of invalidating or voiding
any it her clause, sentence or section of this Agreement and the parties hereto
agree that the part or parts of this Agreement so held to be invalid,
unenforceable or void, shall be deemed to have been deleted here from and all
other clause, sentences and sections shall have the same force and effect as if
such invalid or unenforceable part or parts had never been included herein.

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CAPTIONS. The headings or captions of this Agreement have been include for ease
of reference only and are not to be considered in the construction or
interpretation of this Agreement or any section or clause contained herein or
therein.

AMENDMENTS. This Agreement may not be modified, amended or terminated except by
another agreement in writing executed by the parties hereto.

COUNTERPARTS. This Agreement may be signed in one or more counterparts with the
same effect as if the parties signed the same document. All counterparts shall
be construed together and shall constitute one instrument.

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the
date and year first above written.

                                               AngelCiti Entertainment, Inc,
                                               a Nevada Corporation


                                               By: s/George Gutierrez
                                                   ------------------
                                               Name:  George Gutierrez
                                               Title:  President


                                               s/Roxanna Lao Mendez
                                               --------------------
                                               Roxanna Lao Mendez


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