EXHIBIT 10.12

                   IRREVOCABLE PROXY COUPLED WITH AN INTEREST
                    GRANTED TO RYAN CAPITAL MANAGEMENT, INC.
                            DATED NOVEMBER 26, 2003



<PAGE>

                   IRREVOCABLE PROXY COUPLED WITH AN INTEREST


         1)    Effective as of  the  Effective   Date  (as  defined  below)  the
undersigned  holders of shares of Common  Stock and Class A  Preferred  Stock of
CRYSTALIX  GROUP  INTERNATIONAL,  INC., a Nevada  corporation  (the  "COMPANY"),
hereby   irrevocably   appoint  RYAN  CAPITAL   MANAGEMENT,   INC.,  a  Delaware
corporation,  as the proxy and  attorney-in-fact  of the undersigned,  with full
power of  substitution,  to vote all shares of the Class A Preferred  and Common
Stock of the Company  (including  any Common  Stock  issued as the result of any
conversion  of any  Class A  Preferred  shares)  which  any of the  undersigned,
directly or  indirectly  through  one or more  intermediaries,  is or  hereafter
becomes  entitled  to vote (the  "SUBJECT  SHARES") at any meeting or by written
consent or in any other manner whatsoever, with the same force and effect as the
undersigned might or could do.

         2)   The undersigned represent  and warrant  that other than this proxy
hereby  granted  (this  "PROXY"),  no proxies  have been  granted  and no voting
trusts,  voting  agreements or similar voting  arrangements have been created or
are in  existence  (or,  with the  giving of notice or  passage  of time will be
created or be in existence) with respect to the Subject Shares.  During the Term
(as defined below), the undersigned  covenant not to grant or cause the granting
of any other  proxies or voting  rights with respect to the Subject  Shares that
conflict or are otherwise inconsistent with this Proxy.

         3)  This Proxy has been granted in exchange for valuable consideration,
is coupled with an interest and is  irrevocable  during the Term. As between the
undersigned (or the undersigned's transferees or assigns) and the holder of this
Proxy, the vote of the holder of this Proxy shall be accepted by the Company for
all purposes with respect to the Subject Shares. A restrictive  legend referring
to this Proxy shall be placed upon the share certificates evidencing the Subject
Shares,  and any transferee,  assignee or pledgee of the Subject Shares shall be
bound in all respects by this Proxy.

         4)  The term of this Proxy (the "TERM") shall:

             (a)   commence on  the  date (the "EFFECTIVE DATE")  which  is  the
                   earlier of :

                   (i)    the date on which Kevin Ryan and/or Ryan Capital makes
                   available  to  the  Company a line of credit in an amount not
                   less than One Million Dollars ($1,000,000) in addition to the
                   amount of One Million Ten Thousand Dollars ($1,010,000) which
                   Kevin Ryan has already lent to the Company; or

                   (ii)   the  date  on  which the Company receives funding of a
                   bridge  loan in  an amount  not less than One Million Dollars
                   ($1,000,000) from a  bridge lender  other  than  Kevin  Ryan,
                   or   Ryan  Capital,  or  1  World  Bancorp, LLC  (the "BRIDGE
                   LENDER"); and

             (b)   expire at 5:00 p.m. Nevada time on the later of:

                   (i)    December 1, 2004, or

                   (ii)   ninety (90)  days  after  repayment  in  full  of  all
                   amounts owed by the Company to the  Bridge Lender, Kevin Ryan
                   or assignee, and John S. Woodward or assignee.


DATED:  December 1, 2003.


/s/ RAINER EISSING
------------------------------------
Rainer Eissing


/s/ JOHN S. WOODWARD
------------------------------------
John S. Woodward


/s/ MARC JANSSENS
------------------------------------
Marc Janssens


/s/ EDGAR VAN DAM
------------------------------------
Edgar Van Dam


/s/ JOHN E. DHONAU
------------------------------------
John E. Dhonau