EXHIBIT 99.2

                                                  MARTIN R. NATHAN
                                                   Attorney At Law
                                           1980 Post Oak Blvd., Suite 1777
                                             Houston, Texas 777056-3889
                                           Tel: 713-961-4004/ Fax 961-2940
                                             Email: NATHANMR@LAWYER. com
                                                    ---------------
                                                  January 26, 2001

Mr. James D. Butcher
Entertainment Technologies and Programs, Inc.
16055 Space Center Blvd.
Suite 230
Houston, TX 77062

VIA TELEPHONIC DOCUMENT TRANSFER (FAX) TO THE INTENDED RECIPIENT'S CURRENT
TELECOPIER NUMBER: (281) 486-6155
THIS DOCUMENT IS CONFIDENTIAL AND INTENDED SOLELY FOR THE VIEW AND USE OF THE
INTENDED RECIPIENT.  PLEASE NOTIFY THE SENDER IF
RECEIVED IN ERROR AND THEN DESTROY.

                                               Re: Retainer Agreement

Dear Doug,

         This  confirms  our  conversation  today  and  our  prior
conversations  regarding  my  engagement  as  Special  Counsel  for
Entertainment  Technologies  and Programs,  Inc.  ("Client").  We have
 discussed  that the Client is attempting to acquire  ownership of
certain real  property in the Houston area and is  interested  in expanding
 its  operations  by acquiring an interest in Arizona based
corporation  whose  operations are  synergistic to those of the Client.  There
are problems in the  acquisition of the real  properties
and the  corporation  and may require legal  assistance for potential
 securities and  bankruptcy  matters.  My firm and I have handled
acquisition  of real  properties  and  matters  involved  in  bankruptcy
 proceedings.  I agree to act as Special  Counsel to Client on
matters  involving  potential  acquisition  of the Texas  property or an
interest  therein,  and matters  involving  options  regarding
extension, moratorium, composition,  refinancing,  reorganization or other
rearrangement with the creditors of the putative acquisition
candidate on behalf of Client but not the  acquisition  candidate as of this
time.  In addition,  I agree to handle such other  matters
as the parties may agree.  However, Client agrees that it will engage Arizona
based counsel if such is deemed appropriate.

         I am a member of Martin R. Nathan and  Associates,  P. C.,
 (hereinafter  referred  to as the "Firm")  which will assist me. Our
client in this matter shall be Entertainment  Technologies and Programs,  Inc.
or any subsidiary  corporate enterprise that it may use to
effect the  transactions,  and such  representation  of a subsidiary is hereby
 acknowledged not to be a conflict of interest.  We will
not act as Counsel for the  acquisition  candidate or any party whose assets
 are to be acquired,  although we, acting for and on behalf
of our Client may assist or advise It or its Counsel in such matters.


         As we  discussed,  Client will engage me on a set fee basis at the
usual and regular  hourly  rates  currently  charged by its
members,  plus appropriate  incentive  compensation.  The hourly fees and
incidental  costs shall be billed not less than monthly,  but
shall be payable  solely  from the  Retainer  Account as provided  herein.
Client  shall  issue to Martin R.  Nathan a  non-refundable
retainer of Four Hundred Thousand (400,000) shares of authorized and
non-assessable common stock of Client,  (Symbol:  OTC-BB: ETPI) on
or before 10 days from the date hereof.  The retainer  shall be deemed fully
 earned (if not earlier paid against  monthly  billings) on
February 1, 2002. I shall maintain the shares either in certificate  form or
in a brokerage  account at a brokerage  company which is a
member of the National  Association of Securities  Dealers.  The shares shall
be issued pursuant to  Registration  under the provisions
of S-8  promulgated by the Securities  Exchange  Commission  ("SEC").  In the
event that  Registration  of such shares is not available
under S-8, then the shares will be subject to the  restrictions  of Rule 144
promulgated  by the SEC. If any shares  delivered are not
registered when received,  then it is agreed that I will have piggy-back
registration  rights, at my option, at a pro-rata cost of all
shares then registered in the event that the Company undertakes any
 registrations of its securities with the SEC.

         The billing  will be sent to Client and the earned  number of shares
  shall be  determined  at the time of billing  based on a
rate equal to the average  market bid price of such shares  during the last 10
trading days that there was trading in a public  market.
The shares so earned shall be released from the Retainer Account.

         Furthermore,  Client  agrees to pay or  reimburse me for such costs or
 expenses  paid to  third-party  providers  which may be
necessary  and  reasonable  in  connection  with its  representation  hereunder.
  These  costs or  expenses  will be billed  monthly as
incurred.  Bills shall be payable on or before 10 days after  submission from
 such retainer account unless other provisions are made in
advance.

         This  Agreement may be  terminated  by either Party with cause upon
ten (10) days written  notice.  Upon  termination  of this
Agreement,  I shall have the option to purchase any  unearned  shares at a
 price equal to $0.01 per share (which I reserve the right to
prepay).  The parties  hereto agree to arbitrate any dispute,  claim or
liability  between  themselves by  Arbitration  pursuant to the
Texas  Arbitration  Act,  with the  Arbitrators  using the Federal Rules of
 Evidence in Civil Cases.  This  Agreement is subject to the
Laws of the State of Texas and any cause of action by or  between  the  parties
  hereto  shall be brought  and heard in Harris  County,
Texas.  The losing  party in any  Arbitration  shall pay  reasonable  legal
fees,  expenses or costs  incurred by the winning  party in
resolving the Arbitrated matter in such amount as shall be determined by the
 Arbitrators.


         This  Agreement  modifies any prior  agreements  regarding my
engagement  (or any Law firm of which I am a member) as Special
Legal Counsel made this year, but not any earlier  agreements.  If the above
accurately states our agreement,  please sign one copy and
return it to me. If the agreement is not fully,  accurately  and  completely
 stated above,  please make such  corrections  as you deem
appropriate and return it to me for my review.

                                                          Very Truly Yours,



                                                           /s/Martin R. Nathan
Agreed:
Entertainment Technologies and Programs, Inc.


By:____________________________________
James D. Butcher, President

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