EXHIBIT 10.3

                              CONSULTING AGREEMENT

This Agreement (the "Agreement") is dated January 9,2002, and is entered into by
and  between   DIMENSIONAL   VISIONS   INCORPORATED.   A  DELAWARE   CORPORATION
(hereinafter  "DVUI" or "Client") and FRANK NASSAR,  AN INDIVIDUAL  (hereinafter
referred to as "Consultant").

1.  CONDITIONS.  UPON  EXECUTION  OF THIS  AGREEMENT,  CLIENT  AGREES  TO  FULLY
COOPERATE WITH CONSULTANT IN CARRYING OUT THE PURPOSES OF THIS  AGREEMENT,  KEEP
CONSULTANT  INFORMED OF ANY  DEVELOPMENTS  OF IMPORTANCE  PERTAINING TO CLIENT'S
BUSINESS AND ABIDE BY THIS AGREEMENT IN ITS ENTIRETY.

2. SCOPE AND DUTIES. DURING THE TERM OF THIS AGREEMENT,  CONSULTANT WILL PERFORM
THE FOLLOWING SERVICES FOR CLIENT:

     2.1  ADVICE AND  COUNSEL.  CONSULTANTS  WILL  PROVIDE  ADVICE  AND  COUNSEL
REGARDING  CLIENT'S  STRATEGIC  BUSINESS  PLANS,  POTENTIAL  BUSINESS  STRATEGIC
PARTNERING, CORPORATE PLANNING AND OR OTHER GENERAL BUSINESS CONSULTING NEEDS AS
EXPRESSED BY CLIENT.

     2.2 ADDITIONAL  DUTIES.  CLIENT AND  CONSULTANTS  SHALL MUTUALLY  AGREE, IN
WRITING,  FOR ANY ADDITIONAL  DUTIES THAT  CONSULTANTS MAY PROVIDE TO CLIENT FOR
COMPENSATION  PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT.  ALTHOUGH THERE IS
NO REQUIREMENT TO DO SO, SUCH ADDITIONAL AGREEMENT(S) MAY BE ATTACHED HERETO AND
MADE A PART HEREOF BY WRITTEN  AMENDMENTS TO BE LISTED AS  "EXHIBITS"  BEGINNING
WITH "EXHIBIT A" AND INITIALED BY BOTH PARTIES.

     2.3 STANDARD OF PERFORMANCE. CONSULTANTS SHALL DEVOTE SUCH TIME AND EFFORTS
TO THE AFFAIRS OF THE CLIENT AS IS  REASONABLY  NECESSARY TO RENDER THE SERVICES
CONTEMPLATED  BY THIS  AGREEMENT.  ANY WORK OR TASK OF CONSULTANTS  PROVIDED FOR
HEREIN  WHICH  REQUIRES  CLIENT  TO  PROVIDE   CERTAIN   INFORMATION  TO  ASSIST
CONSULTANTS IN COMPLETION OF THE WORK SHALL BE EXCUSED  (WITHOUT EFFECT UPON ANY
OBLIGATION  OF  CLIENT)  UNTIL  SUCH  TIME AS  CLIENT  HAS  FULLY  PROVIDED  ALL
INFORMATION AND COOPERATION  NECESSARY FOR CONSULTANTS TO COMPLETE THE WORK. THE
SERVICES OF CONSULTANTS SHALL NOT INCLUDE THE RENDERING OF ANY LEGAL OPINIONS OR
THE  PERFORMANCE  OF ANY WORK THAT IS IN THE  ORDINARY  PURVIEW  OF A  CERTIFIED
PUBLIC ACCOUNTANT, OR OTHER LICENSED PROFESSIONAL.  CONSULTANTS CANNOT GUARANTEE
RESULTS ON BEHALF OF CLIENT,  BUT SHALL USE COMMERCIALLY  REASONABLE  EFFORTS IN
PROVIDING  THE  SERVICES  LISTED  ABOVE.  IF  AN  INTEREST  IS  COMMUNICATED  TO
CONSULTANTS  REGARDING SATISFYING ALL OR PART OF CLIENT'S BUSINESS AND CORPORATE
STRATEGIC  PLANNING NEEDS,  CONSULTANTS  SHALL NOTIFY CLIENT AND ADVISE IT AS TO
THE SOURCE OF SUCH INTEREST AND ANY TERMS AND CONDITIONS OF SUCH INTEREST.

3. COMPENSATION TO CONSULTANT.

     3.1 ISSUANCE OF SHARES FOR ENTERING INTO AGREEMENT.  AS  CONSIDERATION  FOR
CONSULTANTS ENTERING INTO THIS AGREEMENT,  CLIENT AGREES TO CAUSE 500,000 SHARES
OF ITS COMMON  STOCK,  PAR VALUE $.001 PER SHARE,  TO BE  IMMEDIATELY  ISSUED TO
FRANK NASSAR. WHEN ISSUED, SAID SHARES SHALL BE FREE TRADING SHARES,  REGISTERED
WITH THE U.S.  SECURITIES  AND  EXCHANGE  COMMISSION  ON ITS FORM S-8 OR SIMILAR
REGISTRATION.  THE  REGISTRATION AND ISSUANCE OF SAID SHARES SHALL TAKE PLACE BY
NO LATER THAN 5 DAYS FOLLOWING THE EXECUTION AND DELIVERY OF THIS AGREEMENT, AND
ALL COSTS IN CONNECTION THEREWITH SHALL BE BORNE BY CLIENT.

     NOTE:  CONSULTANTS  SHALL HAVE NO OBLIGATION TO PERFORM ANY DUTIES PROVIDED
FOR HEREIN IF PAYMENT IS NOT  RECEIVED BY  CONSULTANTS  WITHIN 15 DAYS OF MUTUAL
EXECUTION  OF  THIS  AGREEMENT  BY  THE  PARTIES.  IN  ADDITION,   CONSULTANTS'S
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OBLIGATIONS  UNDER  THIS  AGREEMENT  SHALL BE  SUSPENDED  IF ANY  PAYMENT  OWING
HEREUNDER IS MORE THAN FIFTEEN (15) DAYS DELINQUENT. FURTHERMORE, THE RECEIPT OF
ANY FEES DUE TO CONSULTANTS  UPON EXECUTION OF THIS AGREEMENT ARE NOT CONTINGENT
UPON ANY PRIOR  PERFORMANCE  OF ANY  DUTIES  WHATSOEVER  DESCRIBED  WITHIN  THIS
AGREEMENT.

     3.2 EXPENSES.  CLIENT SHALL REIMBURSE  CONSULTANTS FOR REASONABLE  EXPENSES
INCURRED  IN  PERFORMING  ITS  DUTIES  PURSUANT  TO  THIS  AGREEMENT  (INCLUDING
PRINTING,  POSTAGE, EXPRESS MAIL, PHOTO REPRODUCTION,  TRAVEL, LODGING, AND LONG
DISTANCE TELEPHONE AND FACSIMILE CHARGES);  PROVIDED,  HOWEVER, THAT CONSULTANTS
MUST RECEIVE PRIOR WRITTEN APPROVAL FROM CLIENT FOR ANY EXPENSES OVER $500. SUCH
REIMBURSEMENT  SHALL BE PAYABLE  WITHIN  SEVEN DAYS  AFTER  CLIENT'S  RECEIPT OF
CONSULTANTS INVOICE FOR SAME.

     3.3 ADDITIONAL FEES.  CLIENT AND CONSULTANTS  SHALL MUTUALLY AGREE UPON ANY
ADDITIONAL  FEES THAT  CLIENT  MAY PAY IN THE FUTURE FOR  SERVICES  RENDERED  BY
CONSULTANTS  UNDER THIS AGREEMENT.  SUCH ADDITIONAL  AGREEMENT(S)  MAY, ALTHOUGH
THERE IS NO REQUIREMENT  TO DO SO, BE ATTACHED  HERETO AND MADE A PART HEREOF AS
EXHIBITS BEGINNING WITH EXHIBIT A.

4.   INDEMNIFICATION.   The  Client   agrees  to  indemnify  and  hold  harmless
Consultants,  each of their employees,  agents, affiliates, other licensees, and
shareholders against any and all liability, loss and costs, expenses or damages,
including  but  not  limited  to,  any and all  expenses  whatsoever  reasonably
incurred in  investigating,  preparing  or  defending  against  any  litigation,
commenced or threatened,  or any claim  whatsoever or howsoever caused by reason
of any injury  (whether to body,  property,  personal or business  character  or
reputation) sustained by any person or to any person or property, arising out of
any act,  failure to act,  neglect,  any untrue or alleged untrue statement of a
material  fact or  failure  to  state a  material  fact  which  thereby  makes a
statement  false or  misleading,  or any breach of any material  representation,
warranty  or  covenant  by  Client  or any of its  agents,  employees,  or other
representatives.  Consultants  agrees to indemnify and hold harmless the Client,
each of its officers, directors, employees, agents, and shareholders against any
and all  liability,  loss and costs,  expenses  or  damages,  including  but not
limited   to,  any  and  all   expenses   whatsoever   reasonably   incurred  in
investigating,  preparing  or  defending  against any  litigation,  commenced or
threatened,  or any claim whatsoever or howsoever caused by reason of any injury
(whether  to body,  property,  personal  or business  character  or  reputation)
sustained  by any person or to any person or  property,  arising out of any act,
failure to act,  neglect,  any untrue or alleged untrue  statement of a material
fact or failure to state a material fact which  thereby makes a statement  false
or  misleading,  or any  breach  of any  material  representation,  warranty  or
covenant   by   Consultants   or  any  of  its  agents,   employees,   or  other
representatives. Nothing herein is intended to nor shall it relieve either party
from  liability for its own willful act,  omission or  negligence.  All remedies
provided by law, or in equity shall be cumulative and not in the alternative.
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5. CONFIDENTIALITY.

     5.1  CONSULTANTS  AND CLIENT  EACH AGREE TO KEEP  CONFIDENTIAL  AND PROVIDE
REASONABLE SECURITY MEASURES TO KEEP CONFIDENTIAL  INFORMATION WHERE RELEASE MAY
BE DETRIMENTAL TO THEIR RESPECTIVE  BUSINESS  INTERESTS.  CONSULTANTS AND CLIENT
SHALL EACH REQUIRE THEIR EMPLOYEES,  AGENTS,  AFFILIATES,  OTHER LICENSEES,  AND
OTHERS WHO WILL HAVE ACCESS TO THE  INFORMATION  THROUGH  CONSULTANTS AND CLIENT
RESPECTIVELY, TO FIRST ENTER APPROPRIATE NON-DISCLOSURE AGREEMENTS REQUIRING THE
CONFIDENTIALITY CONTEMPLATED BY THIS AGREEMENT IN PERPETUITY.

     5.2  CONSULTANTS  WILL NOT,  EITHER  DURING THEIR  ENGAGEMENT BY THE CLIENT
PURSUANT TO THIS  AGREEMENT  OR AT ANY TIME  THEREAFTER,  DISCLOSE,  USE OR MAKE
KNOWN FOR THEIR OR ANOTHER'S BENEFIT ANY CONFIDENTIAL INFORMATION, KNOWLEDGE, OR
DATA OF THE  CLIENT  OR ANY OF ITS  AFFILIATES  IN ANY WAY  ACQUIRED  OR USED BY
CONSULTANTS  DURING ITS  ENGAGEMENT  BY THE  CLIENT.  CONFIDENTIAL  INFORMATION,
KNOWLEDGE  OR DATA OF THE  CLIENT  AND ITS  AFFILIATES  SHALL  NOT  INCLUDE  ANY
INFORMATION THAT IS, OR BECOMES GENERALLY  AVAILABLE TO THE PUBLIC OTHER THAN AS
A RESULT OF A DISCLOSURE BY CONSULTANTS OR ITS REPRESENTATIVES.

6. MISCELLANEOUS PROVISIONS.

     6.1 AMENDMENT AND MODIFICATION. THIS AGREEMENT MAY BE AMENDED, MODIFIED AND
SUPPLEMENTED ONLY BY WRITTEN AGREEMENT OF CONSULTANTS AND CLIENT.

     6.2  ASSIGNMENT.  THIS AGREEMENT AND ALL OF THE PROVISIONS  HEREOF SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED  ASSIGNS.  THE  OBLIGATIONS  OF EITHER PARTY  HEREUNDER
CANNOT BE ASSIGNED WITHOUT THE EXPRESS WRITTEN CONSENT OF THE OTHER PARTY.

     6.3 GOVERNING LAW; VENUE.  THIS AGREEMENT AND THE LEGAL RELATIONS AMONG THE
PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF CALIFORNIA,  WITHOUT REGARD TO ITS CONFLICT OF LAW DOCTRINE. CLIENT
AND  CONSULTANTS  AGREE THAT IF ANY ACTION IS INSTITUTED TO ENFORCE OR INTERPRET
ANY PROVISION OF THIS  AGREEMENT,  THE  JURISDICTION  AND VENUE SHALL BE IRVINE,
ORANGE COUNTY, CALIFORNIA.

     6.4  ATTORNEYS'  FEES AND COSTS.  IF ANY ACTION IS NECESSARY TO ENFORCE AND
COLLECT UPON THE TERMS OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED
TO  REASONABLE  ATTORNEYS'  FEES AND COSTS,  IN ADDITION TO ANY OTHER  RELIEF TO
WHICH  THAT  PARTY  MAY BE  ENTITLED.  THIS  PROVISION  SHALL  BE  CONSTRUED  AS
APPLICABLE TO THE ENTIRE AGREEMENT.

     6.5  SURVIVABILITY.  IF ANY PART OF THIS AGREEMENT IS FOUND, OR DEEMED BY A
COURT OF COMPETENT JURISDICTION, TO BE INVALID OR UNENFORCEABLE, THAT PART SHALL
BE SEVERABLE FROM THE REMAINDER OF THE AGREEMENT.

     6.6  COUNTERPARTS.  THIS AGREEMENT MAY BE EXECUTED IN SEVERAL  COUNTERPARTS
AND IT  SHALL  NOT  BE  NECESSARY  FOR  EACH  PARTY  TO  EXECUTE  EACH  OF  SUCH
COUNTERPARTS,  BUT WHEN ALL OF THE PARTIES HAVE  EXECUTED AND  DELIVERED  ONE OF
SUCH  COUNTERPARTS,  THE COUNTERPARTS,  WHEN TAKEN TOGETHER,  SHALL BE DEEMED TO
CONSTITUTE  ONE AND THE  SAME  INSTRUMENT,  ENFORCEABLE  AGAINST  EACH  PARTY IN
ACCORDANCE WITH ITS TERMS.
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     6.7 FACSIMILE SIGNATURES.  THE PARTIES HERETO AGREE THAT THIS AGREEMENT MAY
BE  EXECUTED  BY  FACSIMILE  SIGNATURES  AND SUCH  SIGNATURES  SHALL  BE  DEEMED
ORIGINALS.  THE  PARTIES  FURTHER  AGREE  THAT  WITHIN  TEN DAYS  FOLLOWING  THE
EXECUTION OF THIS AGREEMENT, THEY SHALL EXCHANGE ORIGINAL SIGNATURE PAGES.

7.  ARBITRATION.  ALL DISPUTES,  CONTROVERSIES,  OR DIFFERENCES  BETWEEN CLIENT,
CONSULTANTS  OR  ANY  OF  THEIR  OFFICERS,   DIRECTORS,  LEGAL  REPRESENTATIVES,
ATTORNEYS,  ACCOUNTANTS, AGENTS OR EMPLOYEES, OR ANY CUSTOMER OR OTHER PERSON OR
ENTITY,  ARISING OUT OF, IN  CONNECTION  WITH OR AS A RESULT OF THIS  AGREEMENT,
SHALL BE RESOLVED  THROUGH  ARBITRATION  RATHER THAN  THROUGH  LITIGATION.  WITH
RESPECT TO THE ARBITRATION OF ANY DISPUTE,  THE UNDERSIGNED  HEREBY  ACKNOWLEDGE
AND AGREE THAT:

     A. ARBITRATION IS FINAL AND BINDING ON THE PARTIES;

     B. THE PARTIES ARE WAIVING  THEIR RIGHT TO SEEK REMEDY IN COURT,  INCLUDING
THEIR RIGHT TO JURY TRIAL;

     C.  PRE-ARBITRATION  DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT FROM
COURT PROCEEDING;

     D. THE  ARBITRATOR'S  AWARD IS NOT REQUIRED TO INCLUDE FACTUAL  FINDINGS OR
LEGAL  REASONING  AND ANY  PARTY'S  RIGHT OF APPEAL OR TO SEEK  MODIFICATION  OF
RULING BY THE ARBITRATORS IS STRICTLY LIMITED;

     E. THIS ARBITRATION  PROVISION IS SPECIFICALLY  INTENDED TO INCLUDE ANY AND
ALL STATUTORY CLAIMS WHICH MIGHT BE ASSERTED BY ANY PARTY;

     F. EACH PARTY  HEREBY  AGREES TO SUBMIT THE DISPUTE FOR  RESOLUTION  TO THE
AMERICAN ARBITRATION  ASSOCIATION,  IN IRVINE, ORANGE COUNTY,  CALIFORNIA WITHIN
FIVE (5) DAYS AFTER RECEIVING A WRITTEN REQUEST TO DO SO FROM THE OTHER PARTY;

     G. IF EITHER PARTY FAILS TO SUBMIT THE DISPUTE TO  ARBITRATION  ON REQUEST,
THEN THE REQUESTING PARTY MAY COMMENCE AN ARBITRATION  PROCEEDING,  BUT IS UNDER
NO OBLIGATION TO DO SO;

     H. ANY HEARING SCHEDULED AFTER AN ARBITRATION IS INITIATED SHALL TAKE PLACE
IN IRVINE, ORANGE COUNTY, CALIFORNIA;

     I. IF EITHER PARTY SHALL  INSTITUTE  ANY COURT  PROCEEDING  IN AN EFFORT TO
RESIST  ARBITRATION  AND BE  UNSUCCESSFUL  IN  RESISTING  ARBITRATION  OR  SHALL
UNSUCCESSFULLY  CONTEST THE  JURISDICTION  OF ANY  ARBITRATION  FORUM LOCATED IN
IRVINE, ORANGE COUNTY, CALIFORNIA,  OVER ANY MATTER WHICH IS THE SUBJECT OF THIS
AGREEMENT,  THE  PREVAILING  PARTY SHALL BE ENTITLED TO RECOVER  FROM THE LOSING
PARTY ITS LEGAL FEES AND ANY OUT-OF-POCKET  EXPENSES INCURRED IN CONNECTION WITH
THE  DEFENSE OF SUCH LEGAL  PROCEEDING  OR ITS  EFFORTS TO ENFORCE ITS RIGHTS TO
ARBITRATION AS PROVIDED FOR HEREIN;
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     J. THE PARTIES  SHALL  ACCEPT THE  DECISION OF ANY AWARD AS BEING FINAL AND
CONCLUSIVE AND AGREE TO ABIDE THEREBY;

     K. ANY  DECISION  MAY BE FILED WITH ANY COURT AS A BASIS FOR  JUDGMENT  AND
EXECUTION FOR COLLECTION; AND

     L. ANY ARBITRATION PROCEEDING PURSUANT TO THIS SECTION SHALL BE HELD BEFORE
A PANEL OF THREE ARBITRATORS.

8. TERM. THIS AGREEMENT IS AN AGREEMENT FOR THE TERM OF APPROXIMATELY THREE (03)
MONTHS ENDING APRIL 08, 2002.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed, all as of the day and year first above written.

DIMENSIONAL VISIONS INCORPORATED (DVUI)

Print Name: John D. McPhilimy

Sign Name: /s/ John D. McPhilimy
           ----------------------------
Title: Chairman, CEO, President

CONSULTANT

Print Name:  Frank Nassar

Sign Name:   /s/ Frank Nassar
             --------------------------
Date:        1-9-2001