<PAGE>

EXHIBIT 10(xii)

CONSULTING AGREEMENT WITH GARY ZINN

ADVISORY AGREEMENT


         THIS ADVISORY AGREEMENT ("Agreement") is made this 14th day of February
2003, by and between Gary W. Zinn, doing business as MediaOne a California sole
proprietorship ("Advisor") and U.S. West Homes Inc., a Nevada corporation (the
"Company").

         WHEREAS, Advisor and Advisor's Personnel (as defined below) have
experience in evaluating and effecting mergers and acquisitions, supervising
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 the date hereof and
         continuing until termination, as provided herein, to assist the Company
         in it's effecting the purchase of businesses and assets relative to its
         business and growth strategy (the "Services"). The Services are to be
         provided on a "best efforts" basis directly and through others employed
         or retained and under the direction of Advisor ("Advisor's Personnel");
         PROVIDED, HOWEVER, that the Services shall expressly exclude all legal
         advice, 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 ninety (90) days (the
         "Primary Term"). At the conclusion of the Primary Term this Agreement
         will automatically be extended on a month to month basis (the
         "Extension Period") unless Advisor or the Company shall serve written
         notice on the other party terminating the Agreement. 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.

3.       TIME AND EFFORT OF ADVISOR

         Advisor shall allocate time and Advisor's 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), on behalf of the Company, or financing transaction where the
         Company provides capital for an interest or rights to a particular
         Business Opportunity, or any financial restructuring undertaken by the
         Company as a result of advice provided by Advisor or Advisor's
         Personnel.



<PAGE>

4.       COMPENSATION

         The Company agrees to pay Advisor a fee for the Services (the "Initial
         Fee") by way of the issuance by the Company of One Million (10,000,000)
         shares of the Company's common stock (the "Fee Shares"). The Company
         further agrees to pay the Advisor a monthly fee of $5,000 per month
         which said fee may be also be paid in common stock of the Company.

5.      REGISTRATION OF SHARES

        No later than ten (10) days following the date hereof as to the Fee
        Shares the Company will cause such shares to be registered with the
        Securities and Exchange Commission under a Form S-8 or other applicable
        registration statement, and it shall cause such registration statement
        to be remain effective at all times while Advisor holds such shares. At
        Advisor's election, such shares may be issued prior to registration in
        reliance on exemptions from registration provided by Section 4(2) of the
        Securities Act of 1933 (the "'33 Act"), Regulation D of the '33 Act, and
        applicable state securities laws. Such issuance or reservation of shares
        shall be in reliance on representations and warranties of Advisor set
        forth herein. Failing to register such shares, or maintain the
        effectiveness of the applicable registration statement, the Company
        shall satisfy any Compensation in cash within ten (10) days of receipt
        of Advisor's statement setting out the amount of compensation then due
        and payable.

6.      COSTS AND EXPENSES

        All third party and out-of-pocket expenses of Five Hundred Dollars
        ($500.00) or more, incurred by Advisor in the performance of the
        Services shall be approved in advance by the Company and shall be paid
        from the Initial Fee.paid by Advisor.

7.      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.

8.      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 Business Opportunity introduced by Advisor, and to make
        all final decisions with respect to effecting a transaction on any
        Business Opportunity.


<PAGE>

9.       REJECTED 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 Business Opportunity identified and/or selected by Advisor,
         notwithstanding the time and expense the Company may have incurred
         reviewing such transaction, such Business Opportunity shall re-vest
         back to and become proprietary to Advisor, and Advisor shall be
         entitled to acquire or broker the sale or investment in such rejected
         Business Opportunity for its own account, or submit such assets 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 Business
         Opportunity, or the Company's subsequent purchase or financing with
         such Business Opportunity in circumvention of Advisor.

10.      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.

11.      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 be
         entitled, if any, either 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,

         (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, 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,


                                      -3-
<PAGE>

                (iii)   If the Company 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
                        business, including but not limited to the obligation to
                        pay the Compensation; or,

                (iv)    If the Company 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,

                (v)     If any of the disclosures made herein or subsequent
                        hereto by the Company to Advisor 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 the Compensation 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 the balance of the Compensation for the remainder of
         the unexpired portion of the applicable term (Primary Term or Extension
         Period) of the Agreement.

12.      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 a breach of
         any representation, warranty, covenant, condition, or agreement of the
         other party to this Agreement.

13.      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 non-exclusive and shall
         be in addition to any other remedy to which the parties may be
         entitled.



                                      -4-
<PAGE>


14.      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 to
                  time, each party agrees, at its or their expense, to take
                  actions and to execute and deliver documents a may be
                  reasonably necessary to effectuate the purposes of this
                  Agreement.

         (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 or a waiver of the right of such party thereafter to
                  enforce each and every such provision. No waiver of any breach
                  of or non-compliance with this Agreement shall be held to be a
                  waiver of any other or subsequent breach or non-compliance.

         (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 an
                  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:

                           U.S. West Homes, Inc.
                           410 Broadway, 2nd Floor
                           Laguna Beach, California 92651
                           Telephone: (949) 376-1554
                           Telefax: (949) 376-9117





                                      -5-
<PAGE>



                  (ii) In the case of Advisor:

                           Gary W. Zinn
                           Two Venture Plaza, Suite 220
                           Irvine, CA 92618-7394
                           Telephone:       (949) 753-0600
                           Telefax:         (949) 453-2191

                  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 the United States, State of Nevada, and
                  shall be governed by the laws of the State of Nevada, and
                  United States of America, notwithstanding any conflict-of-law
                  provision to the contrary.

         (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 of similar instantaneous
                  electronic transmission device pursuant to which the signature
                  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.



                                      -6-
<PAGE>



         (M)      TIME IS 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 the date above written.

                                         "Advisor"
                                         Gary W. Zinn



                                         By: /s/ Gary W. Zinn
                                             -----------------------------------
                                             Name: Gary W. Zinn


                                         The "Company"
                                         U.S. West Homes, Inc.



                                         By: /s/ Mervyn Phelan, Sr.
                                             -----------------------------------
                                             Name: Mervyn Phelan, Sr.
                                             Title




                                      -7-