Exhibit 99.2
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SAMUEL KLEIN AND COMPANY
CERTIFIED PUBLIC ACCOUNTANTS

                             850 BROAD STREET          36 WEST MAIN STREET
                             NEWARK, N.J. 07102-4517   FREEHOLD, N.J. 07728-2291
                             PHONE (973) 624-8100      PHONE (732) 780-2600
                             FAX (973) 624-8101        FAX (732) 780-1030

October 8, 2002

Peter Deros, President
Donini, Inc.
4555, Des Grandes Prairies #30
St. Leonard, Quebec H1R 1A5 Canada

Dear Mr. Deros:

In accordance with the understanding reached with you, we are to perform an
audit of the consolidated balance sheets of Donini Inc. as of May 31, 2002 and
of the related statements of income, stockholders equity and cash flows for the
year then ended. The audit report will be issued to you and the Board of
Directors.

We will audit the Company's financial statements for the purpose of expressing
an opinion about whether the financial statements are fairly presented, in all
material respects, in conformity with U.S. generally accepted accounting
principles. The proper recording of transactions, safeguarding of assets, and
the financial statements are the responsibility of the Company's management.

We will conduct our audits in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence which
supports the amounts and disclosures in the financial statements. It also
includes assessing the accounting principles used and estimates made by
management, as well as evaluating the overall financial statement presentation.
If for any reason, we are unable to express an unqualified opinion on the
financial statements, we will discuss the alternatives with you in order to
arrive at an acceptable solution.

Our procedures will include tests (by statistical sampling, if feasible) of
documentary evidence supporting the transactions recorded in the accounts, test
of physical existence of inventories, and direct confirmation of receivables and
certain other assets and liabilities by correspondence with selected customers,
creditors, legal counsel and banks. At the conclusion of our audit, we will
request certain written representation from you about the financial statements
and matters related thereto.

An audit is designed to provide reasonable assurance of detecting errors and
irregularities that are material to the financial statements. However, because
of the concept of reasonable assurance and because we will not perform a
detailed examination of all transactions, there is a risk that material errors
and irregularities, including fraud and defalcations, may exist and not be
detected. We will inform you, however, of any matters of that nature that come
to our attention unless they are clearly inconsequential.

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This responsibility includes establishing and the maintenance of the adequate
records and related internal control, the selection and application of
accounting principles, and the safeguarding of assets. Management is also
responsible for identifying and ensuring that the entity complies with
applicable laws and regulations.

Assistance to be supplied by your personnel, including the preparation of
schedules and analyses of accounts, will be described in a separate letter.
Timely completion of this work will facilitate the completion of the audit.

Our audit will include an evaluation of the Company's internal control. The
purpose of the evaluation of the internal control is to determine the scope of
our audit engagement and is not performed to detect all errors in the processing
of information. On the basis of our evaluation of the internal control, we will
make suggestions, where appropriate, for improving the system. If we should
discover reportable conditions, that is, significant deficiencies in the design
or operation of the Company's internal control, we will disclose these to you
upon the conclusion of the audit.

We will assemble and audit the financial statements required for Form 10-K and
for the annual report to stockholders. Both must be submitted to us for approval
before publication,

If you intend to publish or otherwise reproduce the financial statements and
make reference to our firm, you agree to provide us with a copy of the final
reproduced material for our approval before it is distributed.

We will base our fees on the amount of time required at the different levels of
responsibility, plus other out-of-pocket costs. Our fee for these services is
expected to be in the range of $20,000 to $25,000 for the audit. Should we
encounter significant problems during the audit, we will inform you and the
audit committee immediately to discuss what actions are required.

If this letter correctly expresses your understanding, please sign the enclosed
copy and return it to us at your earliest convenience. If you have further
questions concerning the engagement, including any of the detailed contents of
this letter, or questions about additional services we might provide, do not
hesitate to call me.

                                        Very truly yours,
                                        SAMUEL KLEIN AND COMPANY

                                        /s/ LOUIS E. LETTIERI CPA
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                                        LOUIS E. LETTIERI, PARTNER

Acceptance:
The terms of this letter constitute our contract. I have read it and fully
understand its terms and provisions. Accepted by:


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Peter Deros,  President                         Date

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