EXHIBIT 10.1

                              CONSULTING AGREEMENT

This Agreement (the  "Agreement") is dated November 19, 2001 and is entered into
by  and  between  DIMENSIONAL  VISIONS  INCORPORATED.   A  DELAWARE  CORPORATION
(hereinafter "DVUI" or "Client") and MARK BERGENDAHL, RICHARD WALKER AND BRADLEY
WILHITE, INDIVIDUALS (hereinafter collectively "Consultants").

     1.   CONDITIONS.  This Agreement will not take effect, and Consultants will
          have no obligation to provide any service whatsoever, unless and until
          Client returns a signed copy of this Agreement to Consultants  (either
          by mail or facsimile copy). In addition, Client shall be truthful with
          Consultants in regard to any relevant or material information provided
          by Client,  verbally or otherwise which refers,  relates, or otherwise
          pertains  to the  Client's  business,  this  Agreement  or  any  other
          relevant  transaction.  Breach of either of these  conditions shall be
          considered a material breach and will automatically  grant Consultants
          the right to terminate this Agreement and all moneys,  and other forms
          of  compensation,  paid or  owing  as of the  date of  termination  by
          Consultants shall be forfeited without further notice.

          Upon  execution of this  Agreement,  Client agrees to fully  cooperate
          with Consultants in carrying out the purposes of this Agreement,  keep
          Consultants  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,  Consultants will
          perform the following services for Client:


     2.1  ADVICE AND  COUNSEL.  Consultants  will  provide  advice  and  counsel
          regarding Client's strategic business plans, strategy and negotiations
          with potential business strategic  partnering,  corporate planning and
          or other general business consulting needs as expressed by Client.

     2.2  CLIENT  AND/OR   CLIENT'S   AFFILIATE   TRANSACTION   DUE   DILIGENCE.
          Consultants  will  participate  and assist Client in the due diligence
          process,   where  possible,  on  all  proposed  business  transactions
          affecting  Client of which  Consultants  is  notified  in  writing  in
          advance, including conducting investigation of and providing advice on
          the   business   and   financial    implications   of   the   proposed
          transaction(s).

     2.3  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.

     2.4  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.

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          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 CONSULTANTS.

     3.1  ISSUANCE OF SHARES FOR ENTERING INTO AGREEMENT.  As consideration  for
          Consultants  entering  into  this  Agreement,  Client  agrees to cause
          2,250,000 shares of its common stock, par value $.001 per share, to be
          immediately  issued in amounts of 750,000  shares to Mark  Bergendahl,
          750,000  shares to  Richard  Walker  and  750,000  shares  to  Bradley
          Wilhite.  In  addition,  Client  shall cause  3,270,000  shares of its
          common  stock  to be  issued  sixty  days  (60)  from the date of this
          Agreement in amounts of 1,090,000 shares to Mark Bergendahl, 1,090,000
          shares to Richard Walker and 1,090,000 shares to Bradley  Wilhite.  In
          addition,  Client shall cause 3,270,000  shares of its common stock to
          be issued ninety days (90) from the date of this  Agreement in amounts
          of 1,090,000  shares to Mark  Bergendahl,  1,090,000 shares to Richard
          Walker and  1,090,000  shares to Bradley  Wilhite.  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 15 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  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

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          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.

     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.

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     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.

     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;

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          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;

          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/TERMINATION.  This  Agreement  is an  agreement  for the  term of
          approximately  twelve (12) months  ending  November 18,  2002.  Either
          party may  terminate  this  Agreement  immediately  upon notice to the
          other  party for  cause.  For  purposes  of this  Agreement,  the term
          "cause"  shall  include,  but not be  limited  to,  the  following:  a
          material breach of or failure to perform any covenant or obligation in
          this   Agreement,   disloyalty,   dishonesty,   neglect   of   duties,
          unprofessional  conduct,  acts  of  moral  turpitude,   disappearance,
          felonious  conduct,  or fraud.  If this  Agreement is  terminated  for
          cause, a pro rata portion of compensation delivered by either party to
          the other shall be returned based upon the amount of time remaining in
          the term.

     9.   NON CIRCUMVENTION.  In and for valuable  consideration,  Client hereby
          agrees that Consultants may introduce (whether by written, oral, data,
          or other form of communication)  Client to one or more  opportunities,
          including, without limitation, natural persons, corporations,  limited
          liability companies,  partnerships,  unincorporated  businesses,  sole

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          proprietorships and similar entities  (hereinafter an "Opportunity" or
          "Opportunities").  Client  further  acknowledges  and agrees  that the
          identity  of the  subject  Opportunities,  and all  other  information
          concerning an Opportunity  (including without limitation,  all mailing
          information,  phone and fax numbers, email addresses and other contact
          information) introduced hereunder are the property of Consultants, and
          shall be  treated  as  confidential  and  proprietary  information  by
          Client, it affiliates, officers, directors,  shareholders,  employees,
          agents, representatives,  successors and assigns. Client shall not use
          such  information,  except  in the  context  of any  arrangement  with
          Consultants in which  Consultants  is directly and actively  involved,
          and never without Consultants' prior written approval.  Client further
          agrees that neither it nor its employees, affiliates or assigns, shall
          enter into, or otherwise  arrange (either for  it/him/herself,  or any
          other person or entity) any business relationship,  contact any person
          regarding such Opportunity,  either directly or indirectly,  or any of
          its affiliates, or accept any compensation or advantage in relation to
          such Opportunity  except as directly though  Consultants,  without the
          prior  written  approval of  Consultants.  Consultants  are relying on
          Client's  assent to these  terms  and their  intent to be bound by the
          terms by evidence of their  signature.  Without Client's signed assent
          to these terms,  Consultants  would not introduce any  Opportunity  or
          disclose any confidential information to Client as herein described.

     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
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Sign Name:   /s/ John D. McPhilimy
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Title:       Chairman and C.E.O.
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Date:        11/19/2001
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Address:     2301 W. Dunlap Ave. S-207 Phoenix AZ 85021
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CONSULTANTS

Print Name:  Mark Bergendahl
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Sign Name:   /s/ Mark Bergendahl
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Date:        11/20/01
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Print Name:  Richard H. Walker
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Sign Name:   /s/ Richard H. Walker
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Date:        11/20/01
             ------------------------------------------


Print Name:  Bradley Wilhite
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Sign Name:   /s/ Bradley Wilhite
             ------------------------------------------
Date:        11/20/01
             ------------------------------------------