Exhibit 10.12
Form 10-KSB
Ozolutions Inc.
File No. 000-31343

                       ADVISORY AGREEMENT

     THIS ADVISORY AGREEMENT (the "Agreement") is made this 5th
day of June 2001 by and between David Michael LLC a Utah limited
Company ("Advisor") and Ozolutions, Inc. a Delaware corporation
with its offices located in Toronto, Ontario, Canada (the
"Company").

     WHEREAS, Advisor and Advisor's Personnel (as defined below)
have experience in evaluating and effecting mergers and
acquisitions, advising corporate management, and in performing
general administrative duties for publicly-held companies and
development stage investment ventures; and

     WHEREAS, the Company desires to retain Advisor to advise and
assist the Company in its development on the terms and conditions
set forth below.

     NOW, THEREFORE, in consideration of the mutual promises,
covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and Advisor agree as follows:

1.   Engagement

     The company hereby retains Advisor, effective as of the date
     hereof (the "Effective Date") and continuing until
     termination, as provided herein, to assist the Company in
     it's effecting the purchase of business and assets relative
     to its business and growth strategy, acquisition of other
     operations or business, general business and financial
     issues consulting, the introduction of the Company to public
     relations firms and consultants and others that may assist
     the Company in its plans and future (the "Services").  The
     Services are to be provided on a "best efforts" basis
     directly and through Advisor's officers or others employed
     or retained and under the direction of Advisor (" Advisor's
     Personnel"); provided, however, that the Service shall
     expressly exclude all legal advise, accounting services or
     other services which require licenses or certification which
     advisor may not have.

2.   Term

     This Agreement shall have an initial term of twelve (12)
     months (the "Primary Term"),commencing with the Effective
     Date.  Any notice to terminate given hereunder shall be in
     writing and shall be delivered at least thirty (30) days
     prior to the end of the Primary Term or any subsequent
     Extension Period.


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3.   Time and Effort of Advisor

     Advisor shall allocate time and Advisors Personnel as it
     deems necessary to provide the Services.  The particular
     amount of time may vary from day to day or week to week.
     Except as otherwise agreed, Advisor's monthly statement
     identifying, in general, tasks performed for the Company
     shall be conclusive evidence that the Services have been
     performed.  Additionally, in the absence of willful
     misfeasance, bad faith, negligence or reckless disregard for
     the obligations or duties hereunder by Advisor, neither
     Advisor nor Advisor's Personnel shall be liable to the
     Company or any of its shareholders for any act or omission
     in the course of or connected with rendering the Services,
     including but not limited to losses that may be sustained in
     any corporate act in any subsequent Business Opportunity (as
     defined herein) undertaken by the Company as a result of
     advice provided by Advisor or Advisor's personnel.

4.   Compensation

     The Company agrees to pay Advisor a fee for the services
     ("Advisory Fee") by way of the delivery by the company of
     Nine Hundred Fifty Thousand (950,000) restricted shares of
     the common stock of the Company, as an initial fee, these
     shares shall be delivered within seven (7) days after the
     execution hereof.  All shares transferred are considered
     fully earned and non-assessable as of the date hereof.

5.   Other Services

     If the Company enters into a merger or exchanges securities
     with, or purchases the assets or enters into a joint venture
     with, or makes an investment in a company introduced by
     Advisor (an Asset or Business Opportunity"), the Company
     agrees to pay Advisor a fee equal to ten percent (10%) of
     the value of each Business Opportunity introduced by Advisor
     and acquired or otherwise participated in by the Company
     (collectively referred to herein, in each instance, as the
     "Transaction Fee"), which shall be payable immediately
     following the closing of each such transaction, in
     restricted shares of the Company's common stock or in kind
     if an acquisition is made at the Company's option, if paid
     in cash the Transaction Fee shall be reduced to five percent
     (5%)

6.   Registration of Shares

     Company agrees that any shares issued to satisfy a Fee
     hereunder may be registered by the Company with the
     Securities and Exchange Commission under any subsequent
     applicable registration statement filed by the Company at
     the Company's discretion.  Such issuance or reservation of
     shares shall be in reliance on representations and
     warranties of Advisor set forth herein.

7.   Costs and Expenses

     All third party and out-of-pocket expenses incurred by
     Advisor in the performance of the Services or for the
     settlement of debts shall be paid by the Company, or Advisor
     shall be

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     reimbursed if paid by Advisor on behalf of the
     Company, within (10) days of receipt of written notice by
     Advisor, provided that the Company must approve in advance
     all such expenses in excess of $500 per month.

8.   Place of Services

     The Services provided by Advisor or Advisor's Personnel
     hereunder will be performed at Advisor's offices except as
     otherwise mutually agreed by Advisor and the Company.

9.   Independent Contractor

     Advisor and Advisor's Personnel will act as an independent
     contractor in the performance of its duties under this
     Agreement.  Accordingly, Advisor will be responsible for
     payment of all federal, state, and local taxes on
     compensation paid under this Agreement, including income and
     social security taxes, unemployment insurance, and any other
     taxes due relative to Advisor's Personnel, and any and all
     business license fees as may be required.  This Agreement
     neither expressly nor impliedly creates a relationship of
     principal and agent, or employee and employer, between
     Advisor's Personnel and the Company.  Neither Advisor nor
     Advisor's Personnel are authorized to enter into any
     agreements on behalf of the Company.  The Company expressly
     retains the right to approve, in its sole discretion, each
     Asset Opportunity or Business Opportunity introduced by
     Advisor, and to make all final decision, each Asset
     Opportunity introduced by Advisor, and to make all final
     decisions with respect to effecting a transaction on any
     Business Opportunity.

10.  Rejected Asset Opportunity or Business Opportunity

     If, during the Primary Term of this Agreement or any
     Extension Period, the Company elects not to proceed to
     acquire, participate or invest in any Asset or Business
     Opportunity identified and/or selected by Advisor,
     notwithstanding the time and expense the Company may have
     incurred reviewing such transaction, such Asset or Business
     Opportunity shall revert back to and become proprietary to
     Advisor, and Advisor shall be entitled to acquire or broker
     the sale or investment in such rejected Asset or Business
     Opportunity for its own account, or submit such Asset or
     Business Opportunity elsewhere.  In such event, Advisor
     shall be entitled to any and all profits or fees resulting
     from Advisor's purchase, referral or placement of any such
     rejected Asset or Business Opportunity, or the Company's
     subsequent purchase or financing with such Asset or Business
     Opportunity in circumvention of Advisor

11.  No Agency Express or Implied

     This Agreement neither expressly nor impliedly creates a
     relationship of principal and agent between the Company and
     Advisor, or employee and employer as between Advisor's
     Personnel and the Company.

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12.  Termination

     The Company and Advisor may terminate this Agreement prior
     to the expiration of the Primary Term upon thirty (30) days
     written notice with mutual written consent.  Failing to have
     mutual consent, without prejudice to any other remedy to
     which the terminating party may terminate this Agreement
     with thirty (30) days written notice under the following
     conditions:

     (A)  By the Company.

         (i)  If during the Primary Term of this Agreement or
          any Extension Period,    Advisor is unable to provide
          the Services as set forth herein for thirty (30)
          consecutive business days because of illness, accident,
          or other incapacity      of Advisor's Personnel; or,

          (ii) If Advisor willfully breaches or neglects the
          duties required to be performed hereunder; or,

          (iii) At Company's option without cause upon 30
           days written notice to Advisor; or

     (B)  By Advisor

          (i)  If the Company breaches this Agreement or fails to
          make any payments or provide information required
          hereunder; or,

          (ii) If the Company ceases business or, other than in
          an Initial Merger, sells a controlling interest
          to a third party, or agrees to a consolidation or merger
          of itself with or into another corporation, or enters into
          such a transaction outside of the scope of this
          Agreement, or sells substantially all of its
          assets to another corporation, entity or individual outside
          of the scope of this Agreement; or,

          (iii)If the Company subsequent to the execution
          hereof has a receiver appointed for its
          business or assets, or otherwise becomes insolvent or
          unable to timely satisfy its obligations in the ordinary
          course of, including but not limited to the
          obligation to pay the Initial Fee, the Transaction fee,
          or the Advisory Fee; or,

          (iv) If the Company subsequent to the execution hereof
          institutes, makes a general assignment for
          the benefit of creditors, has instituted against it any
          bankruptcy proceeding for reorganization for rearrangement
          of its financial affairs, files a petition
          in a court of bankruptcy, or is adjudicated a
          bankrupt; or,

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          (v) If any of the disclosures made herein or
          subsequent hereto by the Company to
          Consultant are determined to be materially false or
          misleading.

     In the event Advisor elects to terminate without cause or
     this Agreement is terminated prior to the expiration of the
     Primary Term or any Extension Period by mutual written
     agreement, or by the Company for the reasons set forth in
     A(i) and (ii) above, the Company shall only be responsible
     to pay Advisor for unreimbursed expenses, Advisory Fee and
     Transaction Fee accrued up to and including the effective
     date of termination.  If this Agreement is terminated by the
     Company for any other reason, or by Advisor for reasons set
     forth in B (i) through (v) above, Advisor shall be entitled
     to any outstanding unpaid portion of reimbursable expenses,
     Transaction Fee, if any, and for the remainder of the
     unexpired portion of the applicable term (Primary Term or
     Extention Period) of the Agreement.

13.  Indemnification

     Subject to the provisions herein, the Company and Advisor
     agree to indemnify, defend and hold each other harmless from
     and against all demands, claims, actions, losses, damages,
     liabilities, costs and expenses, including without
     limitation, interest, penalties and attorneys' fees and
     expenses asserted against or imposed or incurred by either
     party by reason of or resulting from any action or breach of
     any representation, warranty, covenant, condition, or
     agreement of the other party to this Agreement.

14.  Remedies

     Advisor and the Company acknowledge that in the event of a
     breach of this Agreement by either party, money damages
     would be inadequate and the non-breaching party would have
     no adequate remedy at law.  Accordingly, in the event of any
     controversy concerning the rights or obligations under this
     agreement, such rights or obligations shall be enforceable
     in a court of equity by a decree of specific performance.
     Such remedy, however, shall be cumulative and nonexclusive
     and shall be in addition to any other remedy to which the
     parties may be entitled.

15.  Miscellaneous

     (A)  Subsequent Events.  Advisor and the Company each agree
     to notify the other party if, subsequent to the date of
     this Agreement, either party incurs obligations which
     could compromise its efforts and obligations under this
     Agreement.

     (B)  Amendment.  This Agreement may be amended or modified
     at any time and in  any manner only by an instrument in
     writing executed by the parties hereto.

     (C)  Further Actions and Assurances.  At any time and from
     time, each party agrees, at   its or their expense, to take
     actions and to execute and deliver documents as may    be
     reasonably neccssary to effectuate the purposes of this
     Agreement.

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     (D)  Waiver.  Any failure of any party to this Agreement to
     comply with any of its   obligations, agreements, or
     conditions hereunder may be waived in writing by the   party
     to whom such compliance is owed.  The failure of any party
     to this   Agreement to enforce at any time any of the
     provisions of this Agreement shall in   no way be construed
     to be a waiver of any such provision of the right of such
     party thereafter to enforce each and every such provision.
     No waiver of any    breach of or noncompliance with this
     Agreement shall be held to be a waiver of    any other or
     subsequent breach or noncompliance.

     (E)  Assignment.  Neither this Agreement nor any right
     created by it shall be   assignable by either party without
     the prior written consent of the other.

     (F)  Notices.  Any notice or other communication required or
     permitted by this        Agreement must be in writing and
     shall be deemed to be properly given when    delivered in
     person to and officer of the other party, when deposited in
     the United     States mails for transmittal by certified or
     registered mail, postage prepaid, or    when deposited with
     a public telegraph company for transmittal, or when sent by
     facsimile transmission charges prepared, provided that the
     communication is    addressed:

          (i)  in the case of the Company: Ozolutions, Inc.
                                           30 Denver Crescent, Suite 200
                                           Toronto, Ontario, Canada M2J 1G8
                                           Telephone: (416) 490-0254
                                           Telefax: (  )
                                           Attention: Max Weissengruber,
                                            President

          (ii) In the case of Advisor:    David Michael LLC
                                          268 West 400 South, Suite 300
                                          Salt Lake City, Utah 84101
                                          Telephone: (801) 575-8073
                                          Telefax:   (801) 575-8092
                                          Attention: David Wolfson,
     Managing Member

     Or to such other person or address designated in writing by
     the Company or Advisor to receive notice.

     (G)  Headings. The section and subsection headings in this
     Agreement are inserted for    convenience only and shall not
     affect in any way the meaning or interpretation of this
     Agreement.

     (H)  Governing Law.  This Agreement was negotiated and is
     being contracted for in Utah, and shall be governed by
     the laws of the State of Utah, and the United States of
     America, not withstanding any conflict-of-law provision to the
     contrary.

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     (I)  Binding Effect.  This Agreement shall be binding upon the
     parties hereto and inure to   the benefit of the parties,
     their respective heirs, administrators, executors, successors,
     and assigns.

     (J)  Entire Agreement.  This Agreement contains the entire
     agreement between the parties      hereto and supersedes any
     and all prior agreements, arrangements, or understandings
     between the parties relating to the subject matter of this
     Agreement.  No oral      understandings, statements, promises,
     or inducements contrary to the terms of this      Agreement
     exist.  No representations, warranties, covenants, or
     conditions, express or   implied, other than as set forth
     herein, have been made by any party.

     (K)  Severability.  If any part of this Agreement is deemed to
     be unenforceable the balance  of the Agreement shall remain in
     full force and effect.

     (L)   Counterparts.  A facsimile, telecopy, or other
     reproduction of this Agreement may be   executed
     simultaneously in two or more counterparts, each of which
     shall be deemed     an original, but all of which together
     shall constitute one and the same instrument, by  one or more
     parties hereto and such executed copy may be delivered by
     facsimile or   similar instantaneous electronic transmission
     devise pursuant to which the signatures      of or on behalf
     of such party can be seen.  In this event, such execution and
     delivery  shall be considered valid, binding and effective for
     all purposes.  At the request of   any party hereto all
     parties agree to execute an original of this Agreement as well
     as   any facsimile, telecopy or other reproduction hereof.

     (M)  Time os of the Essence.  Time is of the essence of this
     Agreement and of each and     every provision hereof.

     IN WITNESS WHEREOF, the parties have executed this Agreement
     on this date above written.


     The "Company"                           "Advisor"
     Ozolutions, Inc.                        David Michael LLC
     A Delaware Corporation                  A Utah Limited
     Liability Co.


     By /s/ Max Weisengruber                 By: /s/ David Wolfson
     Name: Max Weisengruber                  Name: David Wolfson
     Title: President                        Title: Managing Member

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