Exhibit No. 10.3
Ozolutions Inc.
Form 10-KSB

AGREEMENT OF EXCLUSIVE MARKETING AND SALES RIGHTS
FOR COSTA RICA


This  agreement of exclusive  marketing and sales rights is made  effective this
1st day of March,  2002,  between  Claudio Sgarbi for Elce  International  Inc.,
incorporated  the 5th day of August,  1998,  NASSAU,  THE  BAHAMAS,  hereinafter
referred to as:  "Patented  Rights Owner" and Max  Weissengruber  for Ozolutions
Inc.,   incorporated  in  DELAWARE,   U.S.A.,   hereinafter  referred  to  as  :
"Distributor"  and Walter Robinson Davis, ID number one - four hundred and fifty
three - nine  hundred  and  sixteen,  for  Estudios  Tecnicos  del Caribe  S.A.,
rgistered in Cost Rica, legal identification  number three - one hundred and one
- one hundred and thirty two  thousand - five  hundred and  thirteen.  Under the
terms described herein:

FIRST. The "Patented Rights Owner" hereby gives exclusive  Costarican  marketing
and sales rights to the "Distributor," for Elce water activator for one year and
an  automatically  renewal  for three  years if the terms  outlined  herein  are
fulfilled.

SECOND.  This exclusive  Costarican sales and distribution  rights of Elce water
activator  given by the "Patented  Rights Owner" to the  "Distributor,"  will be
exercised in full by Estudios Tecnicos Del Caribe S.A.

THIRD. The "Distributor"  will purchase in the first year a minimum of ten units
every month,  which will be made with an irrevocable  transferable and confirmed
Letter of Credit.  During the following years the purchases must increase thirty
percent each year.

FOURTH. The "Distributor" will have a forty percent discount off the valid price
list during the first year of this agreement. (Pricelist adjoined)

FIFTH.  Both  parties  have  agreed to pay five  percent  of sales  for  charity
purposes within the territory of Costa Rica.

SIXTH. Due to the diverse  application of Elce Equipment,  the  "Distributor" is
obliged to meet the  requirement of having a group of  professionals  related to
the different fields to which this equipment can be applied,  professionals such
as: Civil Engineer, Chemical Engineer, Agronomist Engineer, Biologist, etc.

SEVENTH.  The "Patented  Rights Owner" will have  forty-five days to deliver the
product  from the date the Letter of Credit is received;  also will  endeavor to
have the  product  delivered  on or  before  the  expiration  date of  delivery.
Nevertheless, the failure to do so will not be deemed a default by the "Patented
Rights Owner" of the terms of this agreement and shall not be held liable to the
"Distributor" or any third parties on account of the late delivery.

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EIGHTH.  The "Patented Rights Owner" will participate,  prior approval,  in some
advertisement and exhibitions to promote Elce devices in Costa Rica.

NINTH. The parties agree to provide each other, free of charge,  special reports
regarding new applications of Elce equipment around the world.

TENTH. The  "Distributor'  will deliver a monthly report to the "Patented Rights
Owner" on all marketing and sales projection.

ELEVENTH. The "Distributor" is obliged to sell all the equipment purchased under
this agreement with the territory of Costa Rica.

TWELFTH.  The "Distributor"  agrees not to sell physical water treatment devices
that could be in conflict with Elce's technology.

THIRTEENTH.  The "Distributor" shall not assign or transfer any interest in this
agreement without the prior written consent of the "Patented Rights Owner."

FOURTEENTH.  The "Distributor" shall not assign or transfer any interest in this
agreement without the prior written consent of the "Patented Rights Owner."

FIFTEENTH.  This  document  is not valid  unless  it is  signed by the  designed
representatives of the parties.

SIXTEENTH.  The breach of any part of this agreement will entitle the parties to
terminate it.

ENTIRE  AGREEMENT:  The  terms  and  conditions  set  forth  on the face of this
document plus those contained above represent the full and complete agreement of
the  parties.  Any  modification  thereto  must be in writing and signed by both
parties. This agreement supersedes all previous discussion or agreements.

PATENTED RIGHTS OWNER         DISTRIBUTOR             DISTRIBUTOR
ELCE INTERNATIONAL INC.       ESTUDIOS TECNICOS DEL   OZOLUTIONS INC.
CLAUDIO SGARBI                CARIBE S.A.             MAX WEISSENGRUBER
                              WALTER ROBINSON DAVIS

SIGNATURE    /s/              SIGNATURE   /s/         SIGNATURE   /s/
DATE:  20.2.02                DATE:  20.2.2002        DATE:  February 11/02

Signature  of Claudio  Sgarbi and Walter  Robinson    Signature of
authenticated  by: Attorney at Law and Public         Max Weissengruber
Notary Leslie Wilson S.                               authenticated by Brian
                                                      J.E. Brock
                                                      Attorney at Law and
                                                      Public Notary

/s/                                                         /s/
                         [stamp]

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