EXHIBIT 10.11

                        CONSULTING AGREEMENT MADE AS OF
                        MAY 28, 2003 WITH McCARY & ROOD







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                              CONSULTING AGREEMENT


         THIS  CONSULTING  AGREEMENT  (this  "AGREEMENT")  is made as of May 28,
2003, by and between CRYSTALIX GROUP  INTERNATIONAL,  INC., a Nevada corporation
(the "COMPANY"), and MCCARY & ROOD, a Delaware corporation ("Consultant").

                             PRELIMINARY STATEMENTS

         A.  Consultant   represents  that  it  has  the  expertise  to  provide
management and financial services and advice to the Company.

         B.  The Company desires to engage  Consultant to act as a consultant on
behalf of the Company  and  Consultant  accepts  such  engagement,  in each case
pursuant to the terms and conditions set forth in this Agreement.

                                    AGREEMENT

         In consideration of the foregoing, the mutual promises set forth in
this Agreement, and other good and valuable consideration, the Company and
Consultant hereby agree as follows:

         1. SCOPE OF WORK.  During the term of this Agreement,  Consultant shall
perform  the work and render the  services  set forth in Schedule  "A"  attached
hereto and made a part hereof (the "SCHEDULE").  Except as expressly provided in
this  Agreement,  all work to be  performed  and the  services to be rendered by
Consultant  hereunder may not be subcontracted  or otherwise  performed by third
parties on behalf of  Consultant  without the prior  written  permission  of the
Company  which  permission  shall be in the sole and absolute  discretion of the
Company. Consultant shall perform the work and provide the services set forth in
this Agreement at the Company's  offices in Las Vegas,  Nevada,  or as otherwise
approved by the Company.

         2. INDEPENDENT CONTRACTOR. Consultant is acting, in performance of this
Agreement,  as an independent  contractor.  Any personnel supplied by Consultant
hereunder are not the Company's  employees or agents and Consultant assumes full
responsibility  for their acts.  Consultant shall be solely  responsible for the
payment of compensation of Consultant's  employees  assigned to perform services
hereunder and such employees shall be informed that they are not entitled to the
provision of any Company employee benefits. The Company shall not be responsible
for payment of workers'  compensation,  disability  benefits,  and  unemployment
insurance  or for  withholding  or  paying  employment  related  taxes  for  any
Consultant  employee,   and  such  responsibilities  shall  be  solely  that  of
Consultant.  In the event that any federal,  state or local governmental agency,
any court or any other applicable entity determines that the personnel  provided
by Consultant or any permitted subcontractor or assignee of Consultant hereunder
are in fact  employees  of the Company  for any  purpose,  Consultant  agrees to
indemnify and hold the Company  harmless from any and all  liability,  costs and
expenses (including,  without limitation,  attorneys' fees) associated with such
determination.  In the event that any Consultant  employee  performing  services
hereunder is found not to be an employee of Consultant for federal tax purposes,
Consultant shall immediately take appropriate corrective action. Nothing in this

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Agreement  shall be  construed  to create a joint  venture  arrangement  between
Consultant and the Company.

         3. TERM. The term of this Agreement shall commence on May 28, 2003 (the
"COMMENCEMENT  DATE")  and  shall  continue  in full  force and  effect,  unless
terminated  earlier in accordance  with the  provisions of this  Agreement or by
agreement of the parties,  until the earlier of (a) the date on which Kevin Ryan
accepts a position as an officer of the Company, or (b) May 27, 2006.

         4.  TERMINATION.  Consultant  may terminate  this Agreement on fourteen
(14)  days  notice  to  Company.  In the  event of any  material  breach of this
Agreement by either party,  the other party may cancel this  Agreement by giving
thirty (30) days prior written  notice  thereof;  PROVIDED,  HOWEVER,  that this
Agreement  shall not  terminate at the end of said thirty (30) day notice period
if the party in breach has cured the breach of which it has been notified  prior
to the expiration of such thirty (30) day period.

         5.  COMPENSATION.  As compensation for the satisfactory  performance by
Consultant  hereunder,  the Company  shall pay  Consultant  a fee of $20,000 per
month that Consultant  performs as determined by the Company.  Consultant agrees
to invoice the Company on a monthly basis during the term of this  Agreement and
the Company shall be obligated to pay such  invoices  within thirty (30) days of
receipt.  Consultant  shall also  invoice  the  Company  monthly in arrears  for
expenses  incurred as a result of  performing  services in  accordance  with any
Schedule.  Such expenses shall be limited to reasonable  out-of-pocket  expenses
necessarily  and  actually  incurred by  Consultant  in the  performance  of its
services hereunder, including retention of legal counsel to provide legal advice
and services to  Consultant  in  connection  with  Consultant's  services to the
Company,  provided that (i) the Company has given its written or verbal  consent
for any such expense;  (ii) the expenses have been detailed on a form acceptable
to the Company;  and (iii)  Consultant  submits  supporting  documentation.  The
charges and/or expenses  invoiced in accordance with this paragraph,  except for
amounts  disputed by the Company,  shall be payable by the Company within thirty
(30) days of the Company's receipt of each invoice.  Any disputed charges and/or
expenses shall not affect payment of non-disputed  charges and/or  expenses,  in
accordance with the terms of this Agreement. Upon expiration of the term of this
Agreement or in the event that this Agreement is terminated for any reason prior
to the expiration of the term, the balance,  if any, of such prepayment shall be
immediately  repaid  by  Consultant  to the  Company  upon  such  expiration  or
termination.

         6.  CONFIDENTIAL  INFORMATION.  Consultant  recognizes and acknowledges
that in the  course of  performing  services  hereunder,  Consultant  shall have
access to confidential  information  concerning the business affairs,  finances,
properties,  methods of  operation,  product  plans,  identities  or  licensors,
distributors, joint venturers and other data of the Company and its subsidiaries
and affiliates.  All such information is hereinafter collectively referred to as
"CONFIDENTIAL INFORMATION."

         7.  NON-DISCLOSURE.  Consultant  agrees  that  Consultant  will keep in
strictest  confidence,  both during the term of this Agreement and subsequent to
the expiration or earlier termination of this Agreement, and will not during the
term of this Agreement or thereafter


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disclose  or divulge to any  person,  firm or  corporation,  or use  directly or
indirectly,  for its own  benefit or the  benefit of  others,  any  Confidential
Information.  Except as directed by the Company,  Consultant will not permit any
person other than the  Company,  its  authorized  agents or  representative,  to
examine  and/or make copies of any software,  videos,  programs,  reports or any
materials or documents  prepared by  Consultant  or that come into  Consultant's
possession  or under  Consultant's  control by reason of  Consultant's  services
hereunder,  and that upon  termination of this  Agreement,  Consultant will turn
over to the Company all documents,  papers and other matter in its possession or
under its control that relate to the Company or its subsidiaries and affiliates.

         8. INJUNCTIVE  RELIEF.  Consultant  acknowledges  that the unauthorized
disclosure of any Confidential  Information will give rise to irreparable injury
to the Company,  inadequately compensable in damages.  Accordingly,  the Company
may seek and obtain injunctive relief against the breach or threatened breach of
the foregoing undertakings, in addition to any other legal remedies which may be
available.  Consultant  further  acknowledges  and  agrees  that  the  covenants
contained  herein are necessary for the  protection of the Company's  legitimate
business interests and are reasonable in scope and content.

         9. WORK RULES. Unless otherwise agreed to by the parties,  Consultant's
personnel and Consultant's permitted  subcontractors and assignees shall observe
the working rules,  holiday schedules and policies of the Company.  Consultant's
personnel and Consultant's  permitted  subcontractors  and assignees will comply
with the Company's security regulations particular to each work location.

         10.  ASSIGNMENT.  This  Agreement  shall be binding  upon the  parties'
respective  successors  and  permitted  assigns.   Consultant  agrees  that  any
assignment hereunder shall not relieve Consultant of its obligations hereunder.

         11.  NOTICES.  Notice given by a party under this Agreement shall be in
writing and shall be deemed  duly given (i) when  delivered  by hand,  (ii) when
five days have elapsed after its  transmittal  by registered or certified  mail,
postage prepaid,  return receipt  requested,  or two days have elapsed after its
transmittal  by  nationally  recognized  air  courier  service;  or  (iii)  when
delivered by telephonic facsimile transmission (with a copy thereof so delivered
by hand,  mail or air courier if recipient does not  acknowledge  receipt of the
transmission).  Notices  shall be sent to the  addresses  set  forth  below,  or
another  as to which  that  party  has  given  notice,  in each case with a copy
provided in the same manner and at the same time to the persons shown below:



     If to the Company:        Crystalix Group International, Inc
                               5720 South Arville Street, Suite 114
                               Las Vegas, Nevada 89118
                               Attn:  John S. Woodward, President
                               Fax No.: (702) 740-4611


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     If to Consultant:         Mr. Kevin Ryan
                               3950 East Patrick Lane, Suite 101
                               Las Vegas, Nevada 89120
                               Fax No.: (702) 891-0555


     with a copy to:           Gordon & Silver, Ltd.
                               3960 Howard Hughes Parkway, 9th Floor
                               Las Vegas, Nevada 89109
                               Attn:  Stephen B. Yoken, Esq.
                               Fax No.: (702) 369-2666

         12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance  with the laws of the  State of  Nevada  (without  giving  effect  to
conflicts of law). The sole  jurisdiction  and venue for any litigation  arising
out of this Agreement shall be an appropriate  federal or state court located in
the State of Nevada, County of Clark.

         13. MODIFICATIONS. No modification,  amendment, supplement to or waiver
of this Agreement or any Schedule hereunder, or any of their provisions shall be
binding upon the parties  hereto  unless made in writing and duly signed by both
parties.

         14.  WAIVER.  A failure of either party to exercise any right  provided
for herein, shall not be deemed to be a waiver of any right hereunder.

         15.  COMPLETE  AGREEMENT.  This  Agreement and each  Schedule  attached
hereto  set forth the entire  understanding  of the  parties  as to the  subject
matter therein may not be modified except in a writing executed by both parties.

         16. SEVERABILITY. In the event anyone or more of the provisions of this
Agreement  or of  any  Schedule  is  invalid  or  otherwise  unenforceable,  the
enforceability of the remaining provisions shall be unimpaired.

         17.  PUBLICITY.  Consultant  agrees  that it will  not,  without  prior
written  consent of the Company in each instance  refer to the existence of this
Agreement  or  any  Schedule,   in  press  release,   advertising  or  materials
distributed to prospective  customers  without the prior written  consent of the
Company.

         18.  REMEDIES.  The rights and  remedies of the Company as set forth in
this  Agreement  are not  exclusive  and are in addition to any other rights and
remedies available to it in law or in equity.

         19. HEADINGS. The headings contained in this Agreement are for purposes
of convenience only and shall not affect the meaning or  interpretation  of this
Agreement.


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         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date hereof.

COMPANY:                                CONSULTANT:

CRYSTALIX GROUP INTERNATIONAL,          McCARY & ROOD, a Delaware corporation
INC., a Nevada corporation

By:    /s/ JOHN S. WOODWARD             By:  /s/ KEVIN T. RYAN
   -----------------------------           -------------------------------------
   John S. Woodward, President             Name:  Kevin T. Ryan
                                                --------------------------------
                                           Title: President
                                                 -------------------------------















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                                  SCHEDULE "A"

                                  SCOPE OF WORK

         Advice  to the  President  and  CEO of the  Company  pertaining  to all
matters including acquisitions;  management;  marketing;  financial controls and
other  financial  matters;  settlement  of disputes  with  creditors  and former
officers and directors;  relations with affiliates;  and other matters as may be
requested by the Company.






















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