Exhibit 10.1
Form 10-QSB, May 2002
Ozolutions, Inc.
File No. 0-31343

These securities have not been registered with the United States  Securities and
Exchange  Commission or the securities  commission of any state because they are
believed to be exempt from  registration  under Regulation D and/or Regulation S
promulgated  under the  Securities  Act of 1933,  as amended  (the  "Act").  The
foregoing authorities have not confirmed the accuracy or determined the adequacy
of this document. Any representation to the contrary is a criminal offense. This
subscription  agreement shall not constitute an offer to sell nor a solicitation
of an offer to buy the  securities  in any  jurisdiction  in which such offer or
solicitation would be unlawful.

These securities are subject to restrictions on  transferability  and resale and
may not be transferred or resold except as permitted  under the Securities  Act,
and applicable  state  securities  Laws,  pursuant to  registration or exemption
therefrom.  Investors  should be aware  that they will be  required  to hear the
financial risks of this investment for an indefinite  period of time. All offers
and sales of the  herein-described  securities  by non-U.S.  persons  before the
expiration  of a period  commencing  on the date of the closing of this offering
and ending one-year  thereafter shall only he made in compliance with Regulation
S,  pursuant to  registration  under the Act, or pursuant to an  exemption  from
registration,  and all offers and sales  after the  expiration  of the  one-year
period  shall  be made  only  pursuant  to  registration  or an  exemption  from
registration.  Hedging  transactions  involving  these  securities  may  not  he
conducted unless in compliance with the Act.

STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE  AGREEMENT (the "Agreement") is entered into this 1st day of
October,  2001 (the  "Effective  Date"),  by and  between  THE  OZOLUTIONS  INC.
(OZOLUTIONS) and FIRST CHARTERED CAPITAL CORPORATION INC. (FIRST CAPITAL) a Laos
corporation.

WHEREAS, FIRST CAPITAL desires to purchase 1,200,000 shares of restricted common
stock of OZOLUTIONS, (the "OZOLUTION Shares") from OZOLUTIONS and,

WHEREAS,   OZOLUTIONS   agrees  to  deliver  the   OZOLUTIONS   Shares  for  the
Consideration  (as defined  below) to be paid by FIRST  CAPITAL,  subject to the
terms and conditions set forth below.

NOW, THEREFORE,  for and in consideration of the mutual promises herein, and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

     1. Purchase and Sale. On the basis of the  representations  and  warranties
herein  contained,  subject to the terms and conditions set forth herein,  FIRST
CAPITAL hereby agrees to purchase the  OZOLUTIONS  Shares at a purchase price of
thirty  percent  (30%) of the daily market  quotation bid price as listed on the

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NASDAQ  Electronic  Bulletin Board (the  "Consideration").  The Consideration is
payable in biweekly installments.  FIRST CAPITAL will be allowed to purchase and
OZOLUTJONS expressly agrees to sell FIRST CAPITAL, OZOLUTIONS Shares which FIRST
CAPITAL can prove it  contracted to purchase at the time  OZOLUTIONS  terminates
this Agreement.

     2.  Closing.  The closing of the  purchase  and sale  contemplated  by this
Agreement (the "Closing") shall occur upon the transfer of the  Consideration to
OZOLUTIONS  (the  "Transfer  Date"),  but shall not be later than March 31,2002.
FIRST  CAPITAL  shall have  purchased  all shares by no liter than the March 31,
2002 date.  OZOLUTIONS  shall  deliver the  OZOLUTION  shares  within 14 days of
receiving  partial or full  payment from FIRST  CAPITAL  during the term of this
Agreement.

     A.  Transactions  and  Document  Exchange  at  Closing.  Prior to or at the
Closing,  the  following   transactions  shall  occur  and  documents  shall  be
exchanged,  all of which shall be deemed to occur  simultaneously:  (1) By FIRST
CAPITAL:  FIRST CAPITAL will deliver,  or cause to be delivered,  to OZOLUTIONS:
(i) The balance of the  Consideration,  (ii) Such other documents,  instruments,
and/or  certificates,  if any, as are required to be  delivered  pursuant to the
provisions of this Agreement,  or which are reasonably determined by the parties
to be required to effectuate the transactions contemplated in this Agreement, or
as otherwise may be reasonably  requested by  OZOLUTIONS in  furtherance  of the
intent of this Agreement;  (2) By OZOLUTIONS:  OZOLUTIONS will deliver, or cause
the following to be delivered,  to FIRST CAPITAL: (i) The OZOLUTION Shares, (ii)
Such other documents,  instruments. and/or certificates, if any, as are required
to be  delivered  pursuant to the  provisions  of this  Agreement,  or which are
reasonably   determined  by  the  parties  to  be  required  to  effectuate  the
transactions  contemplated in this Agreement,  or as otherwise may be reasonably
requested by in furtherance of the intent of this Agreement.

     B. Post-Closing  Documents.  From time to time after the Closing,  upon the
reasonable  request  of any party,  the party to whom the  request is made shall
deliver such other and further documents,  instruments,  and/or  certificates as
may be necessary to more fully vest in the requesting party the Consideration or
the  OZOLUTION  Shares as  provided  for in this  Agreement,  or to  enable  the
requesting  party  to  obtain  the  rights  and  benefits  contemplated  by this
Agreement.

      3. Private Offering. FIRST CAPITAL and OZOLUTIONS understand each that the
sale and exchange of securities contemplated herein constitutes a private,
arms-length transaction between a willing seller and a willing buyer without the
use or reliance upon a broker, distributor or securities underwriter.

     A.  Purchase  for  Investment  Neither  FIRST  CAPITAL nor  OZOLUTIONS  are
underwriters  of,  or  dealers  in  the  securities  to be  sold  and  exchanged
hereunder.

     B. Investment  Risk.  Because of OZOLUTIONS'  financial  position and other
factors,  the  transaction  contemplated  by this  Agreement  may involve a high
degree of financial  risk,  including the risk that one or both parties may lose
its  entire  investment,  and both  parties  hereby  agree  that  they have each

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undertaken an independent evaluation of the risks associated with the OZOLUTIONS
Shares,  and both parties  understand  those risks and are willing to accept the
risk that they may have to bear the financial  risks of this  investment  for an
indefinite period of time.

     C. Access to  Information:  FIRST CAPITAL and OZOLUTIONS and their advisors
have been afforded the  opportunity  to discuss the  transaction  with legal and
accounting professionals and to examine and evaluate the financial impact of the
sale and exchange  contemplated  herein. FIRST CAPITAL has received and reviewed
OZOLUTIONS'  Form 10-SB as amended,  and quarterly report on Form 10-QSB for the
quarter ended May 31, 2001, all as filed with the SEC.

     4.  Representation  and Warranties of First  Capital.  FIRST CAPITAL hereby
covenants with and represents and warrants to OZOLUTIONS that:

     A.  Organization.  FIRST CAPITAL is a corporation  validly  existing and in
good  standing  under the laws of Laos with the power and  authority to carry on
its  business  as now  being  conducted.  The  execution  and  delivery  of this
Agreement and the consummation of the transaction contemplated in this Agreement
have  been,  or will be prior  to  Closing,  duly  authorized  by all  requisite
corporate  action on the part of FIRST  CAPITAL.  This  Agreement  has been duly
executed  and  delivered  by  FIRST  CAPITAL  and   constitutes  a  binding  and
enforceable obligation of FIRST CAPITAL.

     B. Third  Party  Consent No  authorization,  consent,  or  approval  of, or
registration  or filing with any  governmental  authority or any other person is
required  to be  obtained  or made by  FIRST  CAPITAL  in  connection  with  the
execution,  delivery,  or  performance  of this Agreement or the transfer of the
securities, or if required FIRST CAPITAL will have or will obtain the same prior
to Closing;

     C.  Litigation.  FIRST CAPITAL is not a defendant  against whom a claim has
been made or a judgment  rendered in any  litigation or  proceedings  before any
local  state or  federal  government,  including  but not  limited to the United
States, or any department, board, body or agency thereof.

     D.  Authority.  This  Agreement has been duly executed by FIRST CAPITAL and
die execution and performance of this Agreement will not violate, or result in a
breach of, or constitute a default in any agreement, instrument, judgment, order
or decree to which  FIRST  CAPITAL is a party or to which the  Consideration  is
subject.

     E. Offshore  Transaction.  FIRST CAPITAL  represents  and warrants that (i)
FIRST  CAPITAL  is not a "U.S.  person"  as that term is  defined in Rule 902 of
Regulation S; (ii) FIRST CAPITAL is not, and on the Closing Date will not be, an
affiliate of the Company; (iii) at the execution of this Subscription Agreement,
FIRST  CAPITAL  was  outside the United  States,  and no offer to  purchase  the
OZOLUTIONS shares was made in the United States;  (iv) FIRST CAPITAL agrees that
all offers and sales of the OZOLUTIONS  Shares shall not be made to U.S. persons
unless the OZOLUTION shares are registered or a valid execution can be relied on

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under  applicable U.S. state and federal  securities  laws; (v) FIRST CAPITAL is
not a distributor or dealer; (vi) the transactions  contemplated hereby have not
been and will not be pre-arranged  by FIRST CAPITAL with a purchaser  located in
the United States or a purchaser  which is a U.S.  person,  and are not and will
not be part of a plan or  scheme  by FIRST  CAPITAL  to evade  the  registration
provisions of the Act.

     F.  Accredited  Investor.  FIRST CAPITAL is an accredited  investor as that
term is defined in Rule 501(a) of Regulation D promulgated  under the Act. FIRST
CAPITAL  further  warrants and represents  that the  information as disclosed in
Exhibit "A" attached hereto is true and correct.

     G. Beneficial Owner.  FIRST CAPITAL is purchasing stock for its own account
or for the account of  beneficiaries  for whom FIRST CAPITAL has full investment
discretion  with  respect to stock and whom FIRST  CAPITAL has all  authority to
bind, so that each  beneficiary  is bound hereby as if such  beneficiary  were a
direct signatory hereunder,  and all representations,  warranties and agreements
herein were made directly by such beneficiary.

     H. Directed Selling Efforts.  FIRST CAPITAL will not engage in any activity
for the purpose of, or that could  reasonably be expected to have the effect of,
conditioning  the  market  in the  United  States  for  any of  the  stock  sold
hereunder.  To the best of its  knowledge,  neither FIRST CAPITAL nor any person
acting for FIRST CAPITAL has conducted  any "directed  selling  efforts" as that
term is defined in Rule 902 of Regulation S.

     I. Independent Investigation.  FIRST CAPITAL, in electing to purchase stock
hereunder,  has relied solely upon independent  investigation made by it and its
representatives.  FIRST CAPITAL has been given no oral or written representation
or warranty from OZOLUTIONS other than as set forth in this Agreement.

     J. No Government  Recommendation or Approval FIRST CAPITAL understands that
no  United  States  federal  or state  agency,  or  similar  agency of any other
country,  has  passed  upon or made any  recommendation  or  endorsement  of the
OZOLUTIONS shares or this transaction.

     K. No Formation or  Membership  in "Group."  FIRST CAPITAL is not part of a
"group" as that term is defined  under the Act.  FIRST  CAPITAL is not, and does
not intend to become, included with two or more persons acting as a partnership,
syndicate, or other group for the purpose of acquiring,  holding or disposing of
securities of the Company.

     L. Hedging  Transactions.  FIRST CAPITAL hereby agrees not to engage in any
hedging  transactions  involving  the  securities  described  herein  unless  in
compliance with the Act.

     5.  Conditions   Precedent  to  OZOLUTIONS  Closing.   All  obligations  of
OZOLUTIONS  under this  Agreement,  and as an  inducement to OZOLUTIONS to enter
into this  Agreement,  are subject to FIRST CAPITALS  covenants and agreement to
each of the following:

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     A.  Acceptance of Documents.  All  instruments  and documents  delivered to
OZOLUTIONS  pursuant to this Agreement or reasonably  requested by OZOLUTIONS to
verify the  representations  and  warranties of FIRST CAPITAL  herein,  shall be
satisfactory to OZOLUTIONS and its legal counsel.

     B.  Representations  and Warranties.  The representations and warranties by
FIRST CAPITAL set forth in this Agreement shall be true and correct at and as of
the Closing Date, with the same force and effect as though made at and as of the
date hereof, except for changes permitted or contemplated by this Agreement

     C. No Breach or Default.  FIRST CAPITAL  shall have  performed and complied
with all covenants,  agreements, and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.

     6.  Termination.  This Agreement may be terminated at any time prior to the
date of Closing by either  party if (a) there shall be any actual or  threatened
action or proceeding by or before any court or any other governmental body which
shall seek to restrain,  prohibit, or invalidate the transaction contemplated by
this  Agreement,  and  which in the  judgment  of such  party  giving  notice to
terminate  and based upon the advice of legal counsel  makes it  inadvisable  to
proceed with the  transaction  contemplated  by this  Agreement,  or (b) if this
Agreement has not been approved and properly  executed by the parties by October
5,200 1.

     7.  Restrictive  Legend.  FIRST CAPITAL agrees that the  OZOLUTIONS  Shares
shall bear a restrictive legend to the effect that transfer is prohibited except
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration, and that
hedging  transactions  involving those securities may not be conducted unless in
compliance with the Act.

     8.  OZOLUTIONS'S  Obligation to Refuse  Transfer.  Pursuant to Regulation S
promulgated  under the Act,  OWLUTIONS  hereby  agrees to refuse to register any
transfer of the OZOLUTIONS  Shares not made in accordance with the provisions of
Regulation  S,  pursuant  to  registration  under  the Act,  or  pursuant  to an
available exemption from registration.

     9. Miscellaneous.

     A. Authority.  The officers of FIRST CAPITAL and OZOLUTIONS  executing this
Agreement  are duly  authorized  to do so and each  party has  taken ail  action
required by law or otherwise properly and legally execute this Agreement,

     B. Notices.  Any notice under this  Agreement  shall be deemed to have been
sufficiently  given if sent by registered or certified  mail,  postage  prepaid,
addressed as follows:

      To First Capital: First Chartered Capital Corporation Inc.
                        P.O. Box 8296
                        Vientiane, Laos PDR
                        Telephone: 011.661.805.5510
                        Facsimile: 011.856.212.17368

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      To Ozolutions:    OZOLUTIONS Inc.
                        30 Denver Crescent, Suite 200
                        Toronto, Ontario Canada M2J 1G8
                        Phone:  (416) 490-0254
                        Facsimile: (416) 495-8625

or to any other  address  which may  hereafter be  designated by either party by
notice given in such manner.  All notices  Shall be deemed to have been given as
of the date of receipt.

     C. Entire  Agreement.  This Agreement  sets forth the entire  understanding
between  the  parties  hereto and no other prior  written or oral  statement  or
agreement shall be recognized or enforced.

     D. Severability.  If a court of competent jurisdiction  determines that any
clause or provision of this Agreement is invalid, illegal or unenforceable,  the
other clauses and  provisions  of the  Agreement  shall remain in full force and
effect and the clauses and provision which are determined to be void, illegal or
unenforceable shall be limited so that they shall remain in effect to the extent
permissible by law,

     E. Assignment None of the parties hereto may assign this Agreement  without
the express  written  consent of the other  parties and any approved  assignment
shall be binding on and inure to the benefit of such  successor or, in the event
of death or  incapacity,  on assignor's  heirs,  executors,  administrators  and
successors.

     F.  Applicable  Law.  This  Agreement  has  been  negotiated  and is  being
contracted for in the United States,  The State of Delaware it shall be governed
by the laws of the United  States,  The State of  Delaware  notwithstanding  any
conflict-of-law provision to the contrary.

     G.   Attorney's   Fees.   If  any   legal   action   or  other   proceeding
(non-exclusively  including arbitration) is brought for the enforcement of or to
declare any right or obligation under this Agreement or as a result of a breach,
default or  misrepresentation  in connection  with any of the provisions of this
Agreement,  or  otherwise  because of a dispute  among the parties  hereto,  the
prevailing  party will be entitled to recover actual  attorney's fees (including
for  appeals  and  collection)  and other  expenses  incurred  in such action or
proceeding, in addition to any other relief to which such party may he entitled.

     H. No Third Party  Beneficiary.  Nothing in this  Agreement,  expressed  or
implied,  is intended to confer upon any person,  other than the parties  hereto
and  their  successors,  any  rights  or  remedies  under or by  reason  of this
Agreement, unless this Agreement specifically states such intent.

     I.  Counterpart  It is  understood  and agreed that this  Agreement  may be
executed in any number of identical counterparts, each of which may be deemed an
original for all purposes.

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     J.  Further  Assurances.  At any  time,  and from  time to time  after  the
Closing,  each party hereto will execute such  additional  instruments  and take
such  action as may be  reasonably  requested  by the other  party to confirm or
perfect  title to the  Consideration  and  OZOLUTJON  Shares  to be  transferred
hereunder, or otherwise to carry out the intent and purposes of this Agreement.

     K.  Amendment or Waiver.  Every right and remedy  provided  herein shall be
cumulative with every other right and remedy,  whether conferred herein, at law,
or in equity, and may be enforced  concurrently  herewith,  and no waiver by any
party of the  performance  of any obligation by the other shall be consumed as a
waiver  of the  same or any  other  default  then,  thereinfore,  or  thereafter
occurring  or  existing.  At any time prior to Closing,  this  Agreement  may be
amended by a writing signed by all parties hereto.

     L.  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.

     M. Facsimile.  A fax, telecopy or other reproduction of this instrument may
be  executed  by one or more  parties  hereto  and  such  executed  copy  may be
delivered by facsimile or similar instantaneous  electronic  transmission device
pursuant to which the  signature of or on behalf of such party can be seen,  and
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  instrument  as well as any  facsimile,  telecopy or other
reproduction hereof.

     IN WITNESS THEREOF, the parties have executed this Agreement below:

     First Chartered Capital Corporation, Inc.       Ozolutions, Inc.

     /s/ Michael Newman                              /s/ Max Weissengruber
     By: Michael Newman,                             By: Max Weissengruber,
         Chief Executive Officer                         President






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                                    EXHIBIT A

                              OFFEREE QUESTIONNAIRE


Dear Sirs

The information  contained  herein is being submitted by me pursuant to Sections
4(2) and/or 4(6) of the  Securities  Act of 1933 (the  "Act") and  Regulation  D
promulgated  thereunder  I  understand  that you will rely upon the  information
contained  herein  since the  Company's  Common  Shares  ("Shares")  will not be
registered  under the Act or any State  Securities  Act,  in  reliance  upon the
exemptions from  registration  provided by Sections 4(2) and/or 4(6) of the Act,
Regulation  D1  Regulation S, and  corresponding  provisions  of relevant  State
Securities  Acts.  I  understand  that (i) you will  rely  upon the  information
contained herein for purposes of such determination, and (ii) this questionnaire
has been  requested by you so that you may better assess the  suitability of the
undersigned as a prospective purchaser of the Shares.

I hereby provide you with following information and information:

1. I represent that I either:

     a) Have such  knowledge and  experience  in financial and business  matters
that I am capable of  evaluating  the merits and risks of an  investment  in the
Shares. I am not utilizing any other person to be my Purchaser Representative in
connection  with  evaluating  such  merits and risks l offer as  evidence  of my
knowledge  and  experience in these  matters the  information  requested in this
Purchaser Questionnaire. Or

     b) Have obtained the services of a Purchaser  Representative  in connection
herewith    who     is_____________________________________.     My    Purchaser
Representative  submits herewith for your files a copy of the attached Purchaser
Representative  Information  that was furnished to the  undersigned,  and I will
furnish  such  Purchaser  Representative  with a copy of this  Questionnaire  as
acknowledgment  of his serving as my Purchaser  Representative.  The undersigned
and/or the above named Purchaser Representative together have such knowledge and
experience in financial and business matters that they are capable of evaluating
the merits and risks of an investment in the Shares.

2. I am a person who is able to bear the economic  risk of an  investment in the
Shares in the  amount  which you  intend to  offer.  In making  this  statement,
consideration has been given to whether I could afford to hold the Shares for an
indefinite  period of time and whether,  at this time, I could afford a complete
loss.  I offer  as  evidence  of my  ability  to bear  the  economic  risk,  the
information in this Purchaser Questionnaire.

3. Except as indicated  below, any purchases of the Shares will be solely for my
account,  and not for the  account  of any  other  person  or with a view to any
resale or distribution thereof.

4. I represent to you that information contained herein is complete and accurate
and may be relied  upon by you,  and that I will notify you  immediately  of any
material change in any of such information occurring prior to the closing of the
purchase of the Shares, if any by me.


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Date; October 1, 2001



By:  First Chartered Capita1 Corporation, Inc.
Name:
Position:





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                              INVESTOR INFORMATION

1.    Name: ___________________________________________  Age:  _________________

2.    Residence Address and Telephone Number: __________________________________

________________________________________________________________________________

3.    Social Security Number:  _________________________________________________

4.    Employer and Position:  __________________________________________________

5.    Business Address and Telephone Number:  __________________________________

________________________________________________________________________________

6.    Business or Professional Degrees:  _______________________________________

________________________________________________________________________________

7.    Prior Employment (Position, Nature of Duties, Dates of Employment (Past
      5 years): ________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

8.    Prior Investments (amount cumulative):

Up to $50,000 _______      $50,000-$150,000 ________      Over $150,000 ________

9.    Financial Information:

     (A)  In each of your two preceding tax years, did you  individually  report
          for federal tax purposes more than $200,000 of gross income,  or, when
          combined  with the income of your  spouse,  if any,  $300,000 of gross
          income? Yes ___ No ___

     (B)  If the answer to (A) is Yes1 do you presently expect to have mere than
          $200,000 of gross income,  or, when combined with your spouse, if any,
          $300,000 of gross income in the current taxable year? Yes ___ No ___

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     (C)  Do you have net worth of at least $1,000,000? Yes ___ No ___

     (D)  Net  worth   (exclusive  of  home,   home   furnishings  and  personal
          automobiles).


   $250,000-$500,000 _______ $500,000-$1,000,000 _______ Over $1,000,000 _______

I hereby certify that the foregoing is true and correct.

Dated:  October 1, 2001


By:  First Chartered Capita1 Corporation, Inc.
Name:
Position:


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