INDEPENDENT CLIENT SERVICE AGREEMENT

This  Agreement  is  made  and  entered  into by and between Ozolutions Inc., 30
Denver  Cresent,  Suite  200,  Toronto,  Canada  M2J  1G8,  telephone  number
416-490-0254,  (hereinafter  "Client")  and  Ameri-can  Equipment Sales& Leasing
Inc.,  (hereinafter  "Contractor")  with principal offices at 5050 DeSorel #110,
Montreal,  Quebec  H4P  1G5  telephone  number  416-  346-1705.

Whereas,  Contractor  declares it is engaged in an independent business, and has
complied  with  all  federal,  state  and local laws regarding business permits,
insurances  and  licenses  of  any  kind  that may be required to carry out said
business  and  the  tasks  to be performed under this Agreement. Contractor also
declares  that  it  has  and  does  provide similar product or services to other
Clients  in  addition  to  contract  services  provided  to  Client.

Whereas,  Contractor  operates  a  legitimate  business  and  desires to provide
services  for  Client  as  set  forth  herein.

THEREFORE,  IN  CONSIDERATION OF THE FOREGOING REPRESENTATIONS AND THE FOLLOWING
TERMS  AND  CONDITIONS,  THE  PARTIES  AGREE:

     1.  SERVICES  TO  BE  PERFORMED.  Client  engages Contractor and Contractor
agrees  to  advice,  assist  and  provide  support  for  the  restructuring  and
re-organization  of  Ozolutions  .  The duration of these services is to be from
October  1,  2004  to  December  31,  2004.

     2.  TERMS OF PAYMENT. Client will pay Contractor $150,000.00 in cash. to be
paid  in  4  payments  comencing  December  10,  2004.

     3.  EXPENSE  REIMBURSEMENT.  Client  shall  reimburse  Contractor  and make
payment  for  requested  or  necessary  pre-approved  travel  and  expenses from
Contractor's home base. Any such charges or requests for reimbursement for these
agreed  charges shall be invoiced and may be paid separately by Client either to
Contractor  or  to  the  independent supplier for which reimbursement is sought.

     4.  CONTROL.  Contractor retains the sole and exclusive right to control or
direct  the  manner  or  means  by  which  the  work  described  herein is to be
performed.  Client  retains only the right to control the end product or quality
of service delivered to insure its conformity with Client specifications and the
provisions  herein.

     5.  PAYROLL  OR  EMPLOYMENT  TAXES.  No  payroll, income tax withholding or
employment taxes of any kind shall be withheld or paid by Client with respect to
payments to Contractor. The taxes that are the subject of this paragraph include
but  are  not limited to FICA, FUTA, federal personal income tax, state personal
income  tax,  state  disability  insurance tax, and state unemployment insurance
tax.  Contractor  represents and covenants that it has and will file and pay all
such  payroll,  self  employment, employment, worker's compensation, withholding
and


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other  taxes  and  reports  as  the same might be legally due and payable to all
applicable  state and federal authorities. The Contractor will not be treated as
an employee for state or federal tax purposes. Contractor hereby indemnifies and
holds harmless Client from any and all duty or obligation whatsoever relating to
the  payment  or  filing  for  any  and  all such taxes, penalties and interest.

     6.  WORKER'S  COMPENSATION.  No  workers compensation insurance has been or
will  be  obtained by Client on account of Contractor or Contractor's employees.
Contractor  shall  register and comply with all applicable workers' compensation
laws  in  all  applicable  states and Contractor releases and indemnifies Client
from all liability as to working conditions and the safety or possible injury of
Contractor  and  its  employees.

     7.  TERMINATION.  This  Agreement  covers  and  relates  to  services to be
provided for approximately the next three months from the effective signing date
hereof.  It may be renewed on a monthly basis with the agreement of the parties.

     8.  The parties agree that a facsimile signature shall have the same effect
as  an  actual  signature.

Agreed  to  be  effective this 1st  day of October  2004 at the City of Toronto,
Ontario.


          ("CLIENT")                               ("CONTRACTOR")

Ozolutions Inc.                         Ameri-can Equipment Sales & Leasing Inc.



---------------------------------       -------------------------------------
Signature                               Signature

Max weissengruber                       Sydney Harland
---------------------------------       -------------------------------------
Printed  Name                           Printed name

President                               Contractor
         ------------------------       -------------------------------------
Title                                   Title


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