LEGAL RETENTION AGREEMENT

This Legal Retention Agreement (the "Agreement") is entered as of the 7th day of
February 2003, between Thinkpath, Inc, an Ontario corporation (the "Company"),
which has its principal executive offices located at 55 University Avenue, Suite
400 Toronto, Ontario, Canada M5J 2H7 and Reinery Barba, an individual having an
address 111 Hicks Street, Brooklyn, NY 10952 (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, $.01 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:

1.         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.

2.         GRANT OF SHARES: The Company hereby grants to Attorney 4,000,000
           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.

3.         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.



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4.         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.

5.         GOVERNING LAW AND ENFORCEMENT. This Agreement shall be governed by
           and construed and enforced in accordance with the laws of the United
           State of America and the State of New York. This Agreement was
           executed, delivers and is to be performed in New York, NY. Should any
           clause, sentence or section of this Agreement be judicially or
           administratively determined to be invalid, unenforceable or void by
           the laws of the State of New York or any agency or subdivision
           thereof, 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.

6.         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.

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

8.         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.


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

                                     Thinkpath, Inc,
                                     An Ontario Corporation


                                     By:________________________
                                     Name:
                                     Title:


                                     ---------------------
                                     Reinery Barba, Esq.



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