Exhibit No. 10.2
Ozolutions Inc.
Form 10-KSB

AGREEMENT OF EXCLUSIVE MARKETING AND SALES RIGHTS

This  agreement of exclusive  marketing and sales rights is made  effective this
15th day of January,  2002, between Claudio Sgarbi for Elce International  Inc.,
hereinafter  referred to as: "Patented Rights Owner" and Max  Weissengruber  for
Ozolutions  Inc.  hereinafter  referred  to as:  "Distributor."  Under the terms
described herein.

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

SECOND.  The  "Distributor"  will  purchase  in  the  first  year a  minimum  of
seventy-fie  units every three  months,  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.

THIRD.  The  "Distributor"  agrees to hire a  technician  from  outside  Canada,
appointed  by the  "Patented  Rights  Owner,"  who will be in charge of training
Ozolution's  personnel for the term of one year. The "Distributor"  will provide
air fare to Canada,  dwelling,  food and  monthly  salary of two  thousand  U.S.
dollars to the technician.

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 Canada.

SIXTH. The "Distributor" will cession to the "Patented Rights Owner" twenty five
thousand  restricted common shares,  free of charge, for granting the concession
of the exclusive  rights of the  distribution and sales for the Canadian market;
or to Mr. Claudio Sgarbi in his personal representation;  Mr. Sgarbi will decide
to whom will be the  cession.  The  tradition of the share should be done within
the following ninety days.

SEVENTH. 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.

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

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

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

TWELFTH. The "Distributor is obligated to sell all the equipment purchased under
this agreement within the territory of Canada.

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

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  agreement  shall  govern  by  the  laws  of  the  country  of
Switzerland.

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

SEVENTEENTH.  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
ELCE INTERNATIONAL INC.                        OZOLUTIONS INC.
CLAUDIO SGARBI                                 MAX WEISSENGRUBER


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

Signature of Claudio Sgarbi authenticated      Signature of Max Weissengruber
by: Attorney at Law and Public Notary          authenticated by: Attorney at Law
Leslie Wilson S.                               and Public Notary
                                               Brian J.E. Brock, Q.C. LLB.

/s/                                       /s/
                        [stamp]

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