Exhibit 10.5
Ozolutions Inc.
Form 10-KSB

AGREEMENT,  made as of the 15th day of May 2002 by and between  Ozolutions  Inc.
maintaining its principal  offices at 30 Denver  Crescent,  Suite 200,  Toronto,
Ontario  M2J 1G8,  herein  referred to as "Client"  and  Adriana  Quiros  Solis,
maintaining  principal offices at SJO 0033, 1601 NW 97th Avenue,  Miami, Florida
33102 herein referred to as "Business Consultant."

                                   WITNESSETH:

WHEREAS  Business  Consultant  is  engaged  in the  business  of  providing  and
rendering  marketing,  sales and  distribution  consulting  services and has the
knowledge and expertise and contacts in the United States  marketplace to render
the requisite services to Client; and

WHEREAS Client is desirous of retaining  business  consultant for the purpose of
obtaining  marketing,  sales  promotion  and  distribution  capability  to reach
industrial,  commercial and institutional  customers in the United States and to
assist in  identifying  and arranging  product  distribution  for Client's water
treatment  technologies in the largest and most  competitive  marketplace in the
world.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, it is agreed as follows:

1.  Engagement  of  Business   Consultant.   Client  herewith  engages  Business
Consultant  to render  marketing,  sales,  product  promotion  and  distribution
services.

     A. The Business  Consulting  services to be provided by Business Consultant
shall  include,  but are not  limited  to the  development  of a  United  States
marketing,  sales,  promotion and distribution  plan whose purpose over the next
twelve months will be to ensure that Client is  strategically  prepared to enter
the US  marketplace  with the  requisite  distribution  arrangements.  Effective
distribution  infrastructure will be required to facilitate effective marketing,
sales and promotion of Client's two water treatment technologies,  ozonation and
ELCE water  activation.  Initial emphasis will be a summary of the size,  nature
and characteristics of the US water treatment industry. Once the desired product
categories  are  identified,  the next phase will be to identify those firms who
can best provide the distribution capability to service the US marketplace.  The
final phase will be the identification of the strategy and resources required to
properly  market  Client's  products  and  the  sales  and  promotional  tactics
necessary to stimulate demand for Client's products.

     B. The client  acknowledges that Business  Consultant will devote such time
as is reasonably  necessary to perform the services for Client having due regard
for Business  Consultant's  commitments  and  obligations  for which it performs
consulting services.

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                           Compensation Reimbursement

     A. Client will pay business  Consultant  as  compensation  for the services
provided for in this  Agreement  as follows:  Client will issue  600,000  common
shares of Ozolutions Inc. to Business Consultant:

     Business  Consultant will be responsible for expenses  incurred during this
engagement.

Term and Termination

     This agreement shall be for a period of six (6) months  commencing July 15,
2002 and  terminating  January 1,  2003.  Either  party  shall have the right to
terminate this agreement upon thirty (30) days written notice to the other party
after the first sixty (60) days.

Treatment of Confidential Information

     Business Consultant shall not disclose,  without the consent of Client, any
financial or business  information  concerning the business  affairs,  plans and
programs of Client provided by the Client to Business Consultant,  provided such
information is clearly marked in writing by Client as being confidential.

Non-Assignment

     This  agreement  shall not be assigned by either party  without the written
consent of the other party.

Entire Agreement

     The within  agreement  contains  the  entire  agreement  and  understanding
between  the parties  and  supersedes  all prior  negotiations,  agreements  and
discussions concerning the subject matter hereof.

IN WITNESS  WHEREOF,  The Parties have executed this Agreement as of the day and
year first written above.

OZOLUTIONS INC.                                       Date:  July 17, 2002

By:  /s/ Max Weissengruber
     Max Weissengruber, President

By:  /s/ Adriana Quiros Solis                         Date:  July 17, 2002
     Adriana Quiros Solis, Consultant


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