Exhibit 4.1

                              CONSULTING AGREEMENT


         THIS CONSULTING AGREEMENT  ("Agreement"') is entered into this 21th day
of August 2003 by and between Dtomi,  Inc., a Nevada Corporation (the "Company")
and the Moshe Grauman ("Consultant").

RECITALS

         A.   Consultant,  through the expenditure of considerable  money,  time
              and effort, has created  developed,  and is continuing to improve,
              an  efficient  system  for  providing  management  consulting  and
              financial services (the "Services") to private companies.

         B.   The Company  desires to obtain the assistance of  Consultant,  and
              Consultant is willing to provide such assistance,  with respect to
              the Services.

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
contained:  herein,  the sufficiency of which is hereby  acknowledged by each of
the parties, the Company and Consultant hereby agrees as follows:

         1.Appointment  as  Consultant;  Scope of Services.  The Company  hereby
         engages  Consultant as a consultant  in  connection  with the Services.
         Consultant  hereby agrees to perform such consulting  services upon the
         terms and conditions hereinafter set forth.

         2.  Term.  This  Agreement  shall  be for a period  of Five  (5)  years
         commencing  as of the date of this  Agreement  and shall be extended on
         each  anniversary  of this  agreement  for one  additional  year unless
         otherwise   terminated   in  writing  by  either  the  Company  or  the
         Consultant.  Notwithstanding  the above,  sections 9, 11, 12, 14 and 15
         hereof shal1 survive termination of this Agreement.

         3. Services of Consultant.

                  (a) Consultant  agrees that during the term of this Agreement,
                      unless this Agreement is sooner terminated pursuant to its
                      terms,  Consultant  shall  perform the Services  including
                      more specifically those services described in Schedule "A"
                      attached  hereto  and  incorporated  herein  by  reference
                      (collectively,  the  "Services"').  The parties agree that
                      the general terms and conditions of this Agreement,  which
                      will be  controlling,  will govern the work  performed  by
                      Consultant.

                  (b) The Services performed  by Consultant  may be performed at
                      days, times  and in  the order or  sequence, as Consultant
                      deems desirable.

                  (c) Consultant shall provide the personnel and  administrative
                      services necessary to provide the Services.

<PAGE>

         4.   Compensation.  Compensation  shall  be for  management  consulting
              services,   identifying   potential   customers   for  both  Dtomi
              Enterprise  and the Spring Axle  divisions,  assisting  in writing
              business plans and projections, identifying acquisition candidates
              and  identifying  potential  board  of  directors  candidates.  As
              compensation for management consulting services, the Company shall
              pay the  Consultant  500,000  Shares of the Common Stock of Dtomi,
              Inc. (OTCBB: DTOI).

         5.   Expenses.  Consultant  shall be responsible for any and all of its
              expenses  incurred  in  connection  with  the  performance  of the
              Services  unless  expenses  are  otherwise  pre-authorized  by the
              Company.

         6.   Relationship of  the Parties.  Consultant  under this Agreement is
              and shall act as an  independent  contractor  and not as an agent,
              servant,  or employee of the Company.  Nothing in  this  Agreement
              shall be construed to imply  that the  Consultant or its agents or
              employees  are officers or  employees  of the Company.  Consultant
              shall assume full responsibi1ity to  and for all of its agents and
              employees  any  federal,  state,  or  local  laws  or  regulations
              regarding   employees'     liability,    worker's    compensation,
              unemployment insurance, income  tax withholding, and authorization
              for employment,  as well as  any other acts,  laws, or regulations
              of similar import.  Consultant hereby  acknowledge and agrees that
              it  shall  have  no  authority  to  enter  into  any  contract  or
              agreement or to bind  the Company except as specifically  provided
              herein  and  that  in  connection  with  the  performance  of  the
              Services  it shall have no authority  to make any  representations
              of any kind  with  respect to or on behalf of the  Company.  It is
              understood  that  independent  contractor  status is  a  condition
              required  by the  Consultant  to  its  agreement  to  perform  the
              Services  specified to performed  by, the  Consultant  under  this
              Agreement.

         7.   Personal Services.  Consultant shall be personally responsible for
              the  performance  f the Services  described  herein,  and shall be
              responsible  for any  persons  employed  by  Consultant  to assist
              consultant in the performance of such Service.

         8.   Non-Exclusive  Services.   During  the  term  of  this  Agreement.
              Consultant  may  perform  and  may  permit  any of its  employees,
              principals, or affiliates to perform consulting services;  similar
              to the  Services  provided  for  herein  in its sole and  absolute
              discretion.

         9.   Non-Disclosure Covenant.

                  (a) Consultant  covenants  and agrees that it will not, at any
                      time  during  the term of this  Agreement,  or at any time
                      thereafter,  communicate or disclose to any person, or use
                      for  its  own  account  or for the  account  of any  other
                      person,  without the prior written consent of the Company,
                      any trade secret or confidential  knowledge or information
                      concerning  the business and affairs of the Company or any
                      of their affiliates acquired by Consultant during the term
                      of  this  Agreement.   The  same  shall  not  be  used  by
                      Consultant  in any way other  than in  performance  of its
                      services under this Agreement and shall be returned to the
                      Company  promptly at the termination of the work performed
                      pursuant to this Agreement by Consultant.  Consultant will
                      not  deliver,   reproduce,   or  in  any  way  allow  such
                      information  or  documents;  to be  delivered by it or any
                      person  or  entity  outside,   the  Company  without  duly
                      authorized  specific  direction or consent of the Company.
                      Consultant  further  covenants and agrees that, during the
                      term of this  Agreement  and  therefore  certain  all-such
                      confidential  knowledge  and  information  concerning  the
                      foregoing,  in trust,  for the sole benefit of the Company
                      and its  affiliates  and their  respective  successors and
                      assigns.  Consultant shall ensure the compliance of al1 of
                      its  employees  and  agents  with the  provisions  of this
                      covenant.  This Section 9 shall survive the termination of
                      this Agreement.

<PAGE>



                  (b) Company covenants and agrees that it will not, at any time
                      during  the  term  of  this  Agreement,  or  at  any  time
                      thereafter,  communicate  or disclosure to any person,  or
                      use for its own  account  or for the  account of any other
                      person,   without  the  prior   written   consent  of  the
                      Consultant,  any  confidential  knowledge  or  information
                      concerning  any trade secret or  confidential  information
                      concerning  the business and affairs of the  Consultant or
                      any of its  affiliates  acquired by the Company during the
                      term of this Agreement.  The same shall not be used by the
                      Company  in any way other  than  pursuant  to the terms of
                      this Agreement.  The Company will not deliver,  reproduce,
                      or in any way allow such  information  or  documents to be
                      delivered  by it or  any  person  or  entity  outside  the
                      Company  without  duly  authorized  specific  direction or
                      consent of the Consultant.  The Company further  covenants
                      and  agrees  that,  during the term of the  Agreement  and
                      thereafter, it will retain all such confidential knowledge
                      and Information  concerning the foregoing,  in trust,  for
                      the sole benefit of the  Consultant and its affiliates and
                      their respective successors and assigns. The Company shall
                      ensure the  compliance  of all of us employees  and agents
                      with the provisions of this  covenant.  This Section shall
                      survive the termination of this Agreement.

         10.  Obligations   of  the  Company.   The  Company  hereby  agrees  to
              facilitate  the  performance of the Services by the Consultant and
              to provide Consultant with access to all information and personnel
              reasonably requested by Consultant relating to the Services.

         11. Indemnification by the Consultant to the Company

                  (a) Consultant  agrees  to  indemnify  and to  save  and  hold
                      harmless the Company,  its agents and  employees  from and
                      against any and all claims, losses, liabilities,  damages,
                      costs,   and  expenses,   including   without   limitation
                      attorneys  fees, to which the Company may be subject under
                      any applicable act, role, regulation, statute or at common
                      law or otherwise,  and will reimburse the Company and such
                      other persons for any legal or other  expenses  reasonably
                      incurred  by  them in  connection  with  investigating  or
                      defending   action,   whether  or  not  resulting  in  any
                      liabilities  insofar  as  such  losses;  c1aims,  damages,
                      liabilities, or expenses arise out of are based on any (i)
                      breach or inaccuracy of any representation,  warranty,  or
                      covenant   of   Consultant    contained    herein.    (ii)
                      misrepresentation  or  fraud  made  as a  result  of or in
                      connection with  consultant's  performance of the Services
                      hereunder;  or  (iii)  any  action  by the  Consultant  in
                      conr.4ection  with  the  Consultant's  performance  of the
                      Services  hereunder related to any violation of applicable
                      law or regulation.

                  (b) Promptly after receipt by Consultant under  Subsections 11
                      (a) or 11 (b)  hereof  notice of the  commencement  of any
                      action,  such  indemnified  party  shall,  if a  claim  in
                      respect  thereof is to be made  against  the  indemnifying
                      party under any such Subsections,  notify the indemnifying
                      party in writing of the  commencement.  Any  failure to so
                      notify  the   indemnifying   party   shall   relieve   the
                      indemnifying party of liability.

         12   Indemnification by the Company to the Consultant

                  (a) Company  agrees to indemnify and to save and hold harmless
                      Consultant,  its agents and employees from and against any
                      and al1 claims, losses,  liabilities,  damages, costs, and
                      expenses,  including without limitation attorneys fees, to
                      which the  Consultant  may be subject under any applicable
                      act,  rule,  regulation,  statute  or  at  common  law  or
                      otherwise,  and will  reimburse  the  Consultant  and such
                      other  person for any legal or other  expenses  reasonably
                      incurred  by  them in  connection  with  investigating  or
                      defending  actions,   whether  or  not  resulting  in  any
                      liability  insofar  as  such  losses,   claims,   damages,
                      liabilities,  or expenses arise out of or are based on any
                      (i) breach or inaccuracy of any representation,  warranty,

<PAGE>

                      or covenant of the Com any contained  herein;  or (ii) any
                      misrepresentations  or any untrue statements of a material
                      fact  contained in any offering  materials or the omission
                      therefrom  of a material  fact  required  to be the stated
                      therein or  necessary  to make the  statement  therein not
                      misleading.

(b) Promptly after receipt by Consultant under Subsections 12(a) or 12(b) hereof
of notice of the commencement of any action,  such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying  party under any
such Subsections, notify party writing of the commencement of such action within
30 days of such commencement.  Any failure to so notify indemnifying party shall
relieve the indemnifying party of labi1ity.

         13.  Intellectual Property.  Consultant acknowledges that the Company's
              trademarks,  trade  names  and  emblems  are the  property  of the
              Company and that it is expressly  understood  that no licensed use
              of  intellectual  property is granted herein to Consultant.  It is
              further  understood  that  any  use  of  Consultant  of  any  such
              intellectua1  property  shall  be in the  name  of  Company.  Upon
              termination of this agreement,  Consultant  shall  immediately and
              permanently  is continue and cease and desist from engaging in any
              activity,   which  would  tend  to  indicate  that  Consultant  is
              affiliated   with  anyone  who  is   authorized   to  uti1ize  the
              intellectual property.

         14.  Representations,   Warranties   and   Covenants   of   Consultant.
              Consultant  hereby represents and warrants that the Consultant has
              the requisite power and authority to enter into this agreement and
              to carry out its obligations hereunder. The execution and de1ivery
              of this agreement by consultant of the  consummation by Consultant
              of the transactions  contemplated hereby have been duly authorized
              by  Consultant,  and no other action on the part of  Consultant is
              necessary to authorize this agreement in such  transactions.  This
              agreement has been duly  executed and delivered by Consultant  and
              constitutes  a  valid  and  binding   obligation  of   Consu1tant,
              enforceab1e   in  accordance   with  its  terms,   except  as  the
              enforceability  thereof may be limited by bankruptcy,  insolvency,
              reorganization  or other similar laws relating to the  enforcement
              of creditors' rights generally by general principles of equity.

         15.  Representations and Warranties of the Company.  The Company hereby
              represents  an  warrants  as  of  the  date  hereof  each  of  the
              following:

                  (a) The  Company  is a  corporation  duly  organized,  validly
                      existing, and in good standing under the laws of the State
                      of  Florida,   with  all  requisite  corporate  power  and
                      authority to carry on its business now  conducted  and own
                      and  operate  the  assets  and  properties  now  owned and
                      operated  by it.  The  Company  is  duly  qualified  to do
                      business  and is in good  standing  in Florida and in each
                      jurisdiction  in which it is required to be qualified  and
                      in which  the  failure  to be so  qualified  could  have a
                      material  adverse  effect on the business of operations of
                      the Company.

                  (b) The  company  has  the  requisite   corporate   power  and
                      authority  to enter into this  Agreement  and to carry out
                      its obligations  hereunder.  The execution and delivery or
                      this agreement by the Company and the  consummation by the
                      Company of the transactions  contemplated hereby have been
                      duly  authorized  by the Company,  and no other  corporate
                      proceedings  on the part of the Company are  necessary  to
                      authorize  this  agreement  in  such  transactions.   This
                      agreement  has been duly  executed  and  delivered  by the
                      Company and constitutes a va1id and binding  obligation of
                      the  Company  enforceable  in  accordance  with its terms,
                      except as the  enforceability  thereof  may be  limited by
                      bankruptcy,  insolvency,  reorganization  or other similar
                      laws  relating to the  enforcement  of  creditors'  rights
                      general1y by general principles of equity.

<PAGE>

         16.  Notices.  Any notice of  communication to be given under the terms
              of this  Agreement  shall be in writing and delivered in person or
              deposited,  certified  or  registered  in the United  States mail,
              postage prepaid, addressed as fol1ows:


                  If to Consultant:         Moshe Grauman
                                            P.O. Box 4078
                                            Beer Sheva, Israel

                  If to Company:            Dtomi, Inc
                                            200 9th Avenue North, Suite 210
                                            Safety Harbor, Fl 34695
                                            Phone: 727-797-6664
                                            Fax: 727-797-7770
                                            Attn: David Otto, Chairman

         17.  Severability. In the event that any provision in this Agreement is
              he1d to be  invalid,  void,  or illegal by any court of  competent
              jurisdiction,  then the court making such determination may reduce
              the  obligations so as to be  enforceable  according to applicable
              law  and  enforce  such  obligations  as  reduced.  The  remaining
              provisions of this agreement shall be enforced  according to their
              terms.

         18.  Modification  and Amendments.  This Agreement shall not be altered
              or amended,  expect by writing,  signed by all the parties hereto,
              or such parties authorized agents.


         19.  Entire Agreement. This agreement constitutes and embodies the full
              and complete  understanding  and  agreement of the parties  hereto
              with respect to the subject matt hereof and  supersedes  all prior
              understanding: or agreements whether oral or in writing. .

         20.  Governing Law. This  agreement  shall be governed by and construed
              in  accordance  with the laws of the  State  of  Florida,  without
              regard to the conflict of laws principles thereof.

         21.  Attorney's Fees. If any arbitration,  litigation, action, suit, or
              other proceeding is instituted to remedy, prevent or obtain relief
              from a breach of this  Agreement,  in relation to a breach of this
              Agreement  or  pertaining  to a  declaration  of rights under this
              Agreement,  the  prevailing  party will  recover all such  party's
              attorneys  fees  incurred in each and every such  action,  suit or
              other proceeding, including any and all appeals or petitions there
              from. As used in this Agreement, attorneys' fees will be deemed to
              be the  full  and  actual  cost  of any  legal  services  actually
              performed in connection with the matters involved, including those
              re1ated to any appeal or the  enforcement  of any  judgment on the
              basis of the  usual  fee  charged  by  attorneys  performing  such
              services.

         22.  Arbitration  Clause.  The  American  Arbitration   Association  in
              Sarasota,  Florida shall  arbitrate  any and all disputes  arising
              from this  Agreement  under the law of the  State f  Florida.  The
              results of any such arbitration shall be binding on all Parties an
              their affiliates or agents.

         23.  Headings.  The paragraph  headings used herein arc for convenience
              and  reference  only  and are not  intended  to  define,  limit or
              describe the scope or intent of any provision of this Agreement.

         22.  No Waiver By Failure To Act.  Neither any failure nor any delay on
              the part of either party hereto in exercising any right  hereunder
              shall operate as a waiver  thereof;  nor all any single or partial
              exercise of any right hereunder  preclude any other or further any
              exercise thereof or the exercise of any other right.

<PAGE>

         23.  Assignment.  This  agreement  shall  inure to the  benefit of, and
              shall be binding upon,  the  successors and assigns of the parties
              hereto;  provided  however,  that Consultant  shall not assign any
              right  herein or delegate  any duties  without  the prior  written
              consent of the Company.

         24.  No Partnership: Third Person. It is not intended by this Agreement
              to, and nothing  contained  in this  Agreement  shall,  create any
              partnership, joint venture or other arrangement between Consultant
              and the  Company.  No  term or  provision  of  this  Agreement  is
              intended  to, or shall be for the  benefit  of any  person,  firm,
              corporation  or other  entity not a party hereto and no such party
              shal1 have an. right or cause of action hereunder.

IN WITNESS  WHEREOF,  this Consulting  Agreement has been executed as of the day
and year first written above.


                               Dtomi. Inc. a Nevada. Corporation

                               By:  /s/ David M. Otto
                                  -------------------------------------
                                  David M. Otto
                               Its: Chairman of the Board


                               Moshe Grauman

                               By: /s/ Moshe Grauman
                                  -------------------------------------
                                Moshe Grauman




<PAGE>



                                   SCHEDULE A

I. The Consultant's services shall include but not be limited to the following:

          1.   Consultant  shall act,  generally,  as an advisor to the  Company
               with  respect to existing  and  potential  customers,  as well as
               being a liaison between the Company and such persons.

          2.   As the Company shall request or direct,  Consultant  shall assist
               in  establishing  and  advising  the  Company  with  respect  to:
               meetings and  interviews of Company  officers by other members of
               the financial community both in the United States and in Europe.

          3.   As the  Company  shall  request or direct,  Consultant  shall act
               generally as a management  consultant  to the Company  including:
               (a) assisting in writing  business plans;  (b)  participating  in
               strategic   planning  sessions  (c)  identifying  and  evaluating
               potential acquisition candidates;  (d) introducing the Company to
               potential  business  partners and customers;  and (e) introducing
               the  Company  to  venture  capital  firms,  underwriters,  banks,
               financial advisors, and financial institutions both in the United
               States and in Europe.

II. The parties  recognize that certain  responsibilities  and  obligations  are
imposed by both U.S. and foreign  securities  laws as well as by the  applicable
rules and  regulations  of the NASD,  in-house `due  diligence' or  `compliance'
departments  of brokerage  houses,  etc.  Accordingly  Consultant  agrees to the
following limitations on services:

         1.    Consultant  shall NOT release any financial or other  information
               or data about the Company without the consent and approval of the
               Company.

         2.    Consultant  shal1 NOT conduct any meeting with financial  analyst
               without  informing the Company in advance of the proposed meeting
               and the  format or agenda of such  meeting  and the  Company  may
               elect  to  have a  representative  of  the  Company  attend  such
               meeting.

         3.    Consultant  shall NOT release any  information  or data about the
               Company to any selected or limited person(s), entity, or group if
               Consultant  is aware that such  information  of data has not been
               generally released or promulgated/

         4.    Consultant  shall NOT take any  action  or  advise  or  knowingly
               permit the Company to take any actions,  which would  violate any
               foreign   securities  laws  or  rules  and   regulations   issued
               thereunder.

         5.    Consultant  shall NOT  solicit  or accept  any  investments  from
               individual  or  institutional  investors,  but  shall  refer  any
               prospective investors to the Company.