INDEPENDENT CLIENT SERVICE AGREEMENT (ISCA)

     This  Agreement  is  made  and entered into by and between OZOLUTIONS, INC.
(OTCBB:  OZLU)  30 Denver Crescent, Suite 200, Toronto, Canada M2J1G8, telephone
number  416-490-0254,  fax  number  416-495-8625,  email:  harmuir@aol.com,
                                                           ---------------
(hereinafter  "Client")  and  ALEXANDER  &  WADE,  INC. and Francis A. Zubrowski
(hereinafter  "Contractor")  with principal offices at 8880 Rio San Diego Drive,
8th  Floor,  San  Diego,  CA  92108,  telephone  number 619-209-6049, fax number
619-209-6079,  email:  faz@theawi.com.
                       --------------

     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
agree  to:

          a.     Advise,  assist  in  reviewing  Client's  customer  business
portfolios  and  other  business  assets.

          b.     Advise,  assist  and  provide  business  contacts to Client for
possible  sale  of  products.

          c.     Advise,  assist  and  provide  business  management  and
infrastructure  consulting  services,

     2.     TERMS  OF  PAYMENT.  Client  shall  pay  Contractor  for  the  above
described  Services,  as  the  same  are  reasonably and acceptably provided and
within  five  (5) days after receipt of a detailed invoice or billing therefore.
Payments  are  to  be  made,  costs  and  fees to be reimbursed and prices to he
charged  as  follows  until  otherwise  agreed  in  writing:

          a.     Contractor will receive a NON-REFUNDABLE monthly consultant fee
of $15,000 in a cash payment payable on the 1st of each month commencing October
1,  2004.  These  fees  are  earned  upon receipt of invoice.  The payment terms
expire  on  or  about  December  31,  2004.

          b.     Contractor  will  receive $100.00 from Client for any wire fees
and or any returned check(s).  Contractor will receive $1,000.00 per month until
payments  are paid in full (maximum 5 months or $5,000) from Client for any ICSA
payment  not  received  within  30  days  after  the  due  date,

          c.     Contractor will receive a mutually agreed percentage of any new
business  development  procured by Contractor for a period of two years from the
date  of  a  signed  business  agreement  between  Client  and  New  Customers.

          d.     Conversion  of  Consulting  Fee  of  Client's  Common  Stock If
                 ---------------------------------------------------------------
Applicable.  At the options of the Contractor, any outstanding unpaid consulting
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fee shall he convertible, at any time and from time to time, into such number of
fully  paid  and  nonassessable  shares  of  the  client's  Common  Stock by the
Conversion  Price  (as  defined below) in effect at the time of conversion.  The
Conversion  Price  at  which  shares  of  Common Stock shall be deliverable upon
written conversion request by Contractor.  Each conversion request shall he less
than  5%  of  the  outstanding  issued  common  stock  of  the corporation.  The
Conversion Price shall be the lower of (i) 110% of the average Closing Bid Price
of  the  shares  of  Common  Stock  for  the  three (3) trading days immediately
preceding  the  Initial  Closing  Date  (as  defined  in the Securities Purchase
Agreement)  or (ii) 75% of the average of the three lowest Closing Bid Prices of
the  shares  of  common  Stock  for  the  thirty  (30)  trading days immediately
preceding  the  Conversion Date (as hereinafter defined).  For purposes of these
Articles  of  Amendment,  the  term  "Closing  Bid


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Price"  means,  for  any  security  as of any date, the closing bid price on the
principal securities exchange or trading market where the Common Stock is listed
or  traded  as  reported by Bloomberg, L.P. ("Bloomberg") or, if applicable, the
closing  bid  price  of  the  Common Stock in the over-the-counter market in the
electronic  bulletin board for such security as reported by Bloomberg, or, if no
closing  bid  price  is  reported  for  the  Common Stock by Bloomberg, then the
average  of the bid prices of any market makers for such security as reported in
the  "pink  sheets"  by the National Quotation Bureau, Inc.  "Trading Day" shall
mean any day on which the Corporation's Common Stock is traded for any period on
the principal securities exchange or other securities market on which the Common
Stock  is  then  being  traded.

     3.     EXPENSES  AND  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.

     Client  shall  reimburse  contractor a Hiring Fee of $100,000, in the event
the Client hires or retains any of the Contractor's consultants or staffs within
twelve  months  from  the termination date of this agreement.  This fee shall be
payable  5  days  after  the  receipt  of  an  invoice.

     CLIENT  ACKNOWLEDGES  THE  CONTRACTOR  IS  NOT  AN ATTORNEY NOR A CERTIFIED
PUBLIC  ACCOUNTANT  OR  AN AUDITOR OR A BROKER/DEALER OR A MARKET MAKER.  CLIENT
MUST  SEEK  THEIR  OWN ATTORNEY AND CERTIFIED PUBLIC ACCOUNTANT FOR OPINIONS AND
CONSENTS.  Any  expenses  arise  from  these  professional  firms  shall  be the
responsibilities  of the Client or their merger Candidate.  Contractor estimates
these  legal,  audit,  filings,  edgarizing  and other related expenses shall be
approximately  $100,000  to  $150,000.  These  expenses are paid directly to the
service  performing  parties  and  not  to  the  Contractor.

     Client further acknowledges there may be additional costs and percentage of
equity  of Client's common stocks to acquire a spin-off merger or stock exchange
company.  The  exact  costs  and  percentages  will  be mutually approved by all
parties  prior  to  completion  of  such  transaction.

     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 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 o 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  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 at, employee for state or federal tax purposes. Contractor hereby
indemnities  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,  Contractor  represents  that  its  federal  employer
identification  number  is  (AWl)  88-0484416  and  (FAZ)  ###-##-####.

     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  90 days from the effective signing date
hereof.  It may be renewed on a monthly basis with the agreement of the parties.
Either party may terminate this agreement by providing the other party a written
15  days  notice,

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


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     Agreed  to  he effective this 1st day of October 2004 at City of San Diego,
San  Diego  County,  California.

OZOLUTIONS, INC.                                 ALEXANDER & WADE, INC.
("CLIENT")                                       ("CONTRACTOR")



/s/ Max Weissengruber                            /s/ Francis A. Zubrowski
------------------------------                  ------------------------------
Signature                                        Signature

Max Weissengruber                                Francis A. Zubrowski
------------------------------                  ------------------------------
Printed Name                                     Printed Name

President & COO                                  CEO
------------------------------                  ------------------------------
Title                                            Title


                                                 FRANCIS A. ZUBROWSKI
                                                 ("INDIVIDUAL")



                                                 /s/ Francis A. Zubrowski
                                                 -----------------------------
                                                 Signature

                                                 Francis A. Zubrowski
                                                 -----------------------------
                                                 Printed Name


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