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                                                                 Exhibit 4.3

THIS AGREEMENT, effective August 1, 1997, is

BETWEEN:

     DSI Datotech  Systems Inc., a company duly  incorporated under  the laws of
the Province of British  Columbia,  having its  Registered and Records Office at
#1750-750 West Pender Street, Vancouver, British Columbia

     (the "Company")
                                                       THE FIRST PART

AND:

     EDWARD C. PARDIAK HOLDINGS LIMITED.  a corporation  incorporated  under the
laws of  Ontario,  Canada  and  having an office at  501-738  Broughton  Street,
Vancouver, B.C. V6G 3A7

                   (the "Contractor")

                                                      THE SECOND PART

WHEREAS:

     A. The Company is involved in the business of  developing  a gesture  based
data input  technology  among other input  systems and  acquiring  complementary
technology based businesses and/or assets;

     B.  The  sole  voting  shareholder  of the  Contractor  is  Edward  Pardiak
("Pardiak");

C. The  Company  desires  to retain  the  Contractor  to manage  the  Company in
evolving  from a research  and  development  company to a company with cash flow
generated from the sale and/or  licensing of its products  pursuant to the terms
of this Agreement.

NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the premises
and mutual  covenants  and  conditions  herein  contained,  the  parties  hereto
covenant and agree each with the other as follows:

1.        The preamble hereto shall form an integral part of this Agreement.

2.        This Agreement is subject to the approval of each of the following:




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     (i) the Board of  Directors of the Company;  and (ii) the  Vancouver  Stock
Exchange.
     (ii) the Vancouver Stock Exchange


Duties of the Contractor

     3. The Company agrees to employ the Contractor,  and the Contractor  agrees
to provide  "Pardiak" to serve, as the Chief Financial  Officer and the Chairman
of The Board of Directors of the Company to oversee the Company's administration
and  control  pursuant  to the terms and  conditions  of this  Agreement  and as
required by the British Columbia Company Act.

     4. The Contractor will have the following duties:

     (a) overseeing  administration of the day to day affairs of the Company and
any subsidiary;

     (b)  providing  liaison  and  instructions  with  the  Company's  auditors,
accountants and lawyers;

     (c) developing  financial  plans for actual or proposed  development of the
Company's technology, or that of the Company's subsidiaries, if any;

     (d)  aiding in the  negotiating  and  concluding  of, but not  limited  to,
financings,  mergers and acquisitions,  dispositions,  joint ventures, strategic
alliances and licensing and royalty agreements;

     (e) being an integral  part of the  negotiating  and  concluding  of future
financings  of the  Company  as  required  from  time to time to carry out those
matters  referred to in clauses (c) and (d), and in particular  not be less then
$2,500,000  shall  be  raised  by  July  31,  1998.  All of  the  aforementioned
financings  can emanate  from any source but shall be subject to the approval of
the Board of Directors

     (f) coordinating the dissemination of news of the Company to the public and
to shareholders of the Company; and

     (g)  serving  as the  manager of  departments  (e.g.  marketing  & business
development)  until such time as the Company can hire  individuals to fill those
positions.

     5. The Contractor agrees that it shall,  during the term of this Agreement,
perform the functions of the Contractor under this Agreement full-time,  subject
to such  reasonable  amounts of time,  including  time during  regular  business
hours, that it may spend on other matters, and the Contractor will performs said
functions faithfully,  diligently,  to the best of its abilities and in the best
interests of the Company.



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     6. The term  subsidiary  as used herein  means any company or  companies of
which more than fifty per cent of the  outstanding  shares carrying votes at all
times (provided that the ownership of such shares confers the right at all times
to elect at least a  majority  of the  Board of  Directors  of such  company  or
companies) are owned by or held for the Company and/or any other company in like
relation  to the  Company  and  include  any  company  in like  relation  to the
subsidiary.

Term of this Agreement

     7. The term of this  Agreement  shall be two years  commencing  on the date
first written above.

     8. Provided the  Contractor  is not in default  hereunder,  this  Agreement
shall  automatically  renew for a further one year term, and shall  successively
renew for further one year terms, and salary may be  re-negotiated.  The Company
can elect not to renew  this  Agreement  for any  further  term by giving to the
Contractor  written notice of non-renewal sixty days before the renewal date, in
which  case this  Agreement  will  terminate  at the end of the sixty day notice
period.  The Company will pay to the Contractor on the date of  termination  the
equivalent in dollars to one year's compensation under this Agreement.

Compensation to the Contractor

     9. For the Contractor's services under this Agreement, the Company shall:

     (a) pay to the Contractor a fee in the amount of $10,000 (gross) per month;

     (b) effective on the signing of this Agreement, pay a reasonable amount for
all premium costs of a benefit  package for "Pardiak" and his immediate  family.
Such benefit  package to include life insurance at three times the  Contractor's
annual fee,  accidental  death and  dismemberment,  extended  health,  long-term
disability and dental;

     (c) pay to the  Contractor  fee as set out in paragraph 9(a) above prior to
obtaining Vancouver Stock Exchange approval of this Agreement; in the event that
the Vancouver Stock Exchange refuses to approve this fee and will only approve a
lower fee, then the Contractor  will reimburse the Company the  difference,  but
the  Company  shall use its best  efforts  to obtain  Vancouver  Stock  Exchange
approval to this Agreement;

     (d) in addition to statutory holidays,  provide to the Contractor an annual
paid  vacation  of 20  working  days  to be  taken  when  the  Contractor  deems
appropriate in  consideration  of the Company's  operational  requirements.  The
Contractor  may  not  accumulate  and  use  in  any  subsequent   year  vacation
entitlement  that was unused in a previous  year. If at the end each year and at
the end of this Agreement the Contractor has unused



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     vacation  time to its credit,  then the Company will pay to the  Contractor
the equivalent in cash;

     (e) pay to the  Contractor a car allowance in the amount of $300 per month;
and

     (f) pay to the  Contractor  bonuses  associated  with  but not  limited  to
financings,  mergers and acquisitions,  dispositions,  joint ventures, strategic
alliances and  licensing  and royalty  agreements as determined by the Company's
Board of  Directors  from time to time and subject to the  approval of Vancouver
Stock Exchange.

10.      The Company shall  reimburse the Contractor  for all expenses  actually
         and  properly  incurred by the  Contractor  on behalf of the Company in
         carrying  out its  duties  and  performing  its  functions  under  this
         Agreement  provided that for all expenses the Contractor  shall furnish
         relevant statements and vouchers to the Company prior to reimbursement.

Escrow Shares

     11. Subject to acceptance by the Vancouver Stock Exchange, the Company will
allot and issue to the Contractor, or if unable to obtain such acceptance,  then
issue to Segev,  upon the receipt of payment in full of $0.01 per share as fully
paid and  non-assessable  1,300,000  common  shares  ("Contractor's  Performance
Shares") to be  escrowed in  accordance  with the escrow  agreement  attached as
schedule 1 hereto,  the  release of which  will be based on the  following:  the
number of  Performance  Shares to be released will be determined by  calculating
the Company's Cumulative Cash flow (as that term is defined in Local Policy 3-07
of the British Columbia Securities Commission,  or such other equivalent section
or policy that governs the release of performance shares) not previously applied
towards the release of any  outstanding  escrow or allotted shares issued by the
Company, divided by the earn out price where the earn out price is $0.25.

Indemnity

     12. The Company will  indemnify the  Contractor and "Pardiak" in respect of
its acts or omissions under this Agreement and as the Chief Executive Officer of
the  Company to the extent  permitted  by Part 19 of the  Company's  Articles of
Incorporation and to the extent permitted by law.

     13. The Company will  diligently  pursue the  obtaining  of  directors  and
officers insurance and secure such insurance for the benefit of "Pardiak".

Restrictions on the Contractor

     14. The Company is aware that the  Contractor  has now and will continue to
provide  limited  management   services  to  other  companies  and  the  Company
recognizes that these companies


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          will require a certain portion of the  Contractor's  time. The Company
          agrees that the  Contractor  may continue to provide  services to such
          outside  interests,  provided that such interests do not conflict with
          its duties under this Agreement.

     15. The  Contractor  shall nor,  except as  authorized  or  required by its
duties or required by law,  reveal or divulge to any person or companies  any of
the trade secrets, or secret or confidential  information concerning the Company
or its  subsidiaries  which may come to its  knowledge  during  the term of this
Agreement  and shall  keep in  complete  secrecy  all  confidential  information
entrusted to it and shall not use or attempt to use any such  information in any
manner  which may injure or cause loss  either  directly  or  indirectly  to the
Company's business or may be likely so to do. This restriction shall continue to
apply for 24 months after the  termination  of this  Agreement,  and such longer
time as is required by the laws of fiduciary duties, but shall cease to apply to
information or knowledge which may come into the public domain.

Termination

     16. This Agreement may be terminated forthwith by the Company without prior
notice if, at any time the Contractor or "Pardiak",  while in the performance of
the duties under this Agreement:

     (a) is guilty of  conduct  which at common law  constitutes  just cause for
termination of employment;

     (b) becomes bankrupt;

     (c) is unable to perform the  required  duties under this  Agreement  for a
period of greater than 90 days after due notice by the Company; or

     (d) dies.

     17. The  Contractor  may  terminate  this  Agreement  by giving the Company
ninety days written notice  delivered to the Company,  and upon the 90th day the
Company will pay the  Contractor all amounts due to that date and thereafter the
Contractor will not be entitled to any further payments.

     18. If the Company terminates this Agreement pursuant to paragraph 16, then
no further payments are due to the Contractor.

19.       If the  Company  terminates  this  Agreement  other than  pursuant  to
          paragraph  16 or  paragraph  8,  then  the  Company  must  pay  to the
          Contractor a termination  fee in an amount equal to the greater of one
          year's  compensation  under this Agreement and the total  compensation
          that remains outstanding under the term of this Agreement.




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     20. In all  instances,  following  the  termination  of this  Agreement the
Company  will use its best  efforts  to make  applications  for  release  of the
Contractor's  Performance  Shares on a timely  basis if any of the  Contractor's
Performance  Shares are eligible  for release  from  escrow,  and will cause the
Company's auditors to make the calculation for which on a timely basis.

Solvency

     21. If the Company's working capital is less than $250,000 then the Company
will defer,  without interest or penalty,  cash payments owing to the Contractor
pursuant to this Agreement in accordance with the following:

     (a) the  Company  will  resume full  payments  to the  Contractor  when the
Company's working capital balance exceeds $500,000;

     (b) the Company will  determine the repayment  schedule to fully  reimburse
the  Contractor  all  outstanding  arrears when the  Company's  working  capital
exceeds $500,000.

     (c) the Contractor will not secure any debts owing to it by the Company

General

     22. Time shall be of the essence in this Agreement.

     23. The parties  hereto agree from time to time after the execution  hereof
to make,  do,  execute or cause or permit to be made,  done or executed all such
further and other lawful acts,  deeds,  things,  devices and  assurances  in law
whatsoever  as may be required to carry out the true  intention and to give full
force and effect to this Agreement.

     24. This Agreement embodies the entire agreement and understanding  between
the parties hereto and supersedes all prior agreements and undertakings, whether
oral or written, relative to the subject matter hereof

     25. The following rules shall be applied in interpreting this Agreement:

     (a) this Agreement shall inure to the benefit of an be binding upon each of
the parties hereto and their respective successors and permitted assigns;

     (b) any  reference  herein to the Company or the  Contractor  shall include
their respective successors and permitted assigns;

     (c) if any  provision of this  Agreement or any part thereof shall be found
or  determined to be invalid it shall be severable  from this  Agreement and the
remainder of this Agreement  shall be construed as if such invalid  provision or
part has been deleted from this Agreement;



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         (e)      in this  Agreement  all  reference  to the  singular  shall be
                  construed  to include the plural where the context so permits,
                  the  masculine to include the feminine and neutral  gender and
                  where necessary a body corporate and vice versa.

     26. Any notice,  direction or instrument  required or permitted to be given
hereunder shall be given in writing and be mailed,  postage prepaid or delivered
by one party to the other at the addresses first herein  appearing.  Any notice,
direction or other instrument aforesaid if delivered shall be deemed to be given
or made on the day on which it was  delivered  or if mailed,  shall be deemed to
have been given or made on the third  business day following the day on which it
was mailed,  provided that if there shall be a postal strike, slow down or other
labor  dispute  which may affect the  delivery of such  notice  through the mail
between  the time of mailing  and the actual  receipt of notice then such notice
shall only be effective if actually delivered. Any party may, from time to time,
give notice of any change of its  respective  address  and,  in such event,  the
address of such party shall be deemed to be changed accordingly.

         IN WITNESS  WHEREOF the Company and the  Contractor  have duly executed
this Agreement.


The common seal of DSI Datotech Systems,
Inc. was affixed in the presence of:

/s/         Davis                                                c/s
----------------------------------------------------------

/s/  Maren K. Dancer
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Date: December 19, 1997

The Corporate seal of Edward C. Pardiak
Limited was affixed in the presence of:

/s/ Edward C. Pardiak                                            c/s
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Date: December 19, 1997