EXHIBIT 10.2

                     MULTI-MEDIA/CORPORATE IMAGING AGREEMENT

This Agreement is hereby entered effective this 7th day of December 2001 between
Dimensional  Vision Inc.  (OTCBB:  DVUI) the  ("Client"),  David W. Keaveney and
Jason M. Genet (the "Members").

                                    RECITALS

Client is retaining Members for the completion of two phases.  PHASE ONE: Create
Multimedia CD ROM,  Corporate Imaging and Marketing Material ("New Product") and
PHASE TWO:  Make  reasonable  effort to assist  Client to organize,  produce and
supervise  corporate  imaging as approved by Client.  To complete both PHASE ONE
and PHASE TWO it is mutually  agreed the total cost (the "Fee") of Three Hundred
and Fifty  Thousand  Dollars  ($350,000)  may be satisfied by cashiers  check or
Three Hundred and Fifty Thousand Dollars ($350,000) in shares of common stock of
Client ("Shares") registered with the Securities and Exchange Commission ("SEC")
on Form S-8  representing  5,000,000  Shares priced at $.07 per Share (bid price
the day of this Agreement). It is understood that if the Share price falls below
$.07,  Client will deliver  additional  Shares to compensate for decreased Share
price for a period of six  months  from the date of this  Agreement.  It is also
understood that if the Share price increase above $.07 per Share,  Members shall
return to Client any  remaining  Shares for a period of six months from the date
of this Agreement. Both Client and Members agree that payment for these services
will be made in four (4) installments as described herein.

With  respect  to  providing  the  services,  Members  agree to make  themselves
available for  reasonable  amounts of time and upon  reasonable  notice,  devote
reasonable and good faith  attention to Client's  needs.  Specific  assignments,
however,  will be  mutually  agreed  upon and may incur  additional  fees to the
Client but not over the cost of $500 with out prior  consent from Client.  It is
understood  that  Members do not perform  investment  advisory  services  and/or
advise  any  person or entity to buy or sell the  Client's  stock.  Members  are
providing bona fide services and are not in connection with the offer or sale of
securities in a capital raising  transaction,  and do not directly or indirectly
promote or maintain a market for the Client's securities.

"Statement  of Work" which is attached,  provides a  descriptive  outline of the
"New Product."

1. INDEPENDENT CONTRACTOR STATUS

Members are acting as independent  contractors,  and not as employees or partner
of the Client.  As such,  neither party has the authority to bind the other, nor
make any unauthorized representations on behalf of the other.

2. COMPENSATION, PHASE ONE

Prior to beginning PHASE ONE, (see "Statement of Work,"  attached),  at Client's
election,  Client agrees to compensate Members $87,500 in form of cashiers check
or 1,250,000Shares  registered with the SEC on Form S-8. In addition, the Client
shall reimburse Members for their out-of-pocket expenses related to or regarding
its  efforts  on  behalf  of the  Client  for  including,  but not  limited  to,
telecommunication,  travel,  third-party advertising,  production costs, postage
and mail  processing.  Upon completion of PHASE ONE, Client agrees to deliver to
Members an additional  $87,500 or 1,250,000  Shares  registered  with the SEC on
Form S-8.

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3. COMPENSATION, PHASE TWO

Prior to beginning PHASE TWO, (see "Statement of Work,"  attached),  at Client's
election,  Client agrees to compensate Members $87,500 in form of cashiers check
or 1,250,000  Shares  registered  with the SEC on Form S-8.  Upon  completion of
PHASE TWO,  Client agrees to make final  payment of $87,500 or 1,250,000  Shares
registered with the SEC on Form S-8 prior to product being delivered to Client.

4. PAYMENT

Within five (5) business days of the signing of this Agreement, Client agrees to
deliver to Members  the initial sum of $87,500 or  1,250,000  Shares  registered
with the SEC on Form S-8 to begin  PHASE  ONE of this  Agreement.  If  Client is
paying with registered Shares, Client agrees that, when received by Members, the
above-described  Shares shall be validly issued and outstanding,  fully paid and
nonassessable  and will not be subject to any liens or encumbrances and shall be
nonrefundable  regardless of the  circumstances,  whether foreseen or unforeseen
upon execution and delivery of this Agreement.  Client further  acknowledges and
agrees that the Shares are earned by Members:  (1) upon  Client's  execution and
delivery of the Agreement  and prior to the provision of any service  hereunder;
(2) in part, by reason of Members' agreement to make its resources  available to
serve  Client;  and (3)  regardless  of whether  Client seeks to terminate  this
Agreement prior to Members' delivery of any services hereunder.  If Client takes
any action to terminate this Agreement or to recover any  consideration  paid or
delivered by Client to Members other than by reason of Members' gross negligence
or willful  misconduct,  Members  shall be entitled to all  available  equitable
remedies,  consequential and incidental  damages and reasonable  attorneys' fees
and costs incurred as a result thereof,  regardless of whether suit is filed and
regardless of whether Client or Members prevail in any such suit.

If Client is paying with Shares,  within five (5) business  days  following  the
signing of this  Agreement,  Client  shall  issue the initial  1,250,000  shares
equally to Members as follows:

     625,000 to David W. Keaveney; and
     625,000 to Jason M. Genet.

Upon  satisfactory  completion of PHASE TWO, Client will sign  "satisfaction  of
work" form  (delivered to Client upon  completion of PHASE TWO). Once Client has
proofed all work to be error free,  any changes  made will result in  additional
costs. It is strongly  recommended that Client carefully review all final proofs
prior to signing  "satisfaction  of work" form. Once Members have received final
payment, within five (5) business days, Members will deliver finished product to
Clients, at Members expense.

5. MISCELLANEOUS.

     a.  EXPENSES.  Each party  hereto  shall bear their own  expenses  incurred
pursuant to this Agreement except as otherwise specifically set forth herein.

     b. ENTIRE  AGREEMENT.  This  Agreement,  together  with the  Schedules  and
Exhibits referred to herein which are incorporated herein by this reference, and
the agreements referred to herein, shall constitute the entire agreement between
the parties hereto with respect to the transactions contemplated hereby.

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     c.  CONSTRUCTION.  The parties  hereto agree that this  Agreement  shall be
construed in accordance with the laws of the State of California  without giving
effect to its principles of conflicts of laws. The parties  irrevocably  consent
to the  jurisdiction of the courts of the state of California,  county of Orange
for resolution of any and all claims and disputes arising out of this Agreement.

     d.  INVALID  PROVISIONS.  If any  provision  hereof is held to be  illegal,
invalid or unenforceable  under present or future laws effective during the term
hereof,  such  provision  shall  be fully  severable.  This  Agreement  shall be
construed and enforced as if such illegal,  invalid or  unenforceable  provision
had never  comprised a part hereof,  and the remaining  provisions  hereof shall
remain in full  force and  effect  and shall  not be  affected  by the  illegal,
invalid or unenforceable  provision or by its severance wherefrom.  Furthermore,
in lieu of such illegal, invalid or unenforceable provision there shall be added
automatically by the Company as a part hereof a provision as similar in terms to
such illegal,  invalid or unenforceable  provision as may be possible and legal,
valid and enforceable.

     e.  NUMBER  AND  GENDER OF WORDS.  When the  context  so  requires  in this
Agreement, words of gender shall include either or both of the other genders and
the singular number shall include the plural.

     f.  ASSIGNMENT.  This Agreement  shall be binding upon the parties  hereto,
their  successors  and  assigns,  and  prior to the  Closing  Date  shall not be
assignable without the express written consent of all parties hereto.

     g.  AMENDMENTS.  This Agreement may be amended only by a written  agreement
executed by all of the parties hereto.

     h. NOTICES. Any notice, request, instruction, or other document required by
the  terms of this  Agreement,  or  deemed  by any of the  Parties  hereto to be
desirable,  to be given to any other Party  hereto shall be in writing and shall
be given by  facsimile,  personal  delivery,  overnight  delivery,  or mailed by
registered or certified mail, postage prepaid, with return receipt requested, to
the following addresses:

         To: "Client"     Dimensional Visions Incorporated
                          Attention: John D. McPhilimy, President
                          2301 West Dunlap, Suite 207
                          Phoenix, AZ  85021
                          Facsimile No.: (602) 997-5658

         To: "Members"    David W. Keaveney
                          3550 N. Central Avenue S-1000
                          Phoenix, AZ 85012

                          Jason M. Genet
                          3550 N. Central Avenue S-1000
                          Phoenix, AZ 85012

         With a copy to:  Senn Palumbo Meulemans, LLP
                          18301 Von Karman Avenue, Suite 850
                          Irvine, California  92612
                          Attention: Lynne Bolduc, Esq.
                          Fax: 949/251-1331

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     The persons and  addresses set forth above may be changed from time to time
by a notice  sent as  aforesaid.  If  notice  is given  by  facsimile,  personal
delivery,  or  overnight  delivery in  accordance  with the  provisions  of this
Section,  said notice  shall be  conclusively  deemed  given at the time of such
delivery.  If notice is given by mail in accordance  with the provisions of this
Section,  such notice shall be  conclusively  deemed given seven  business  days
after deposit thereof in the United States mail.

     i. AUTHORITY. Each party executing this Agreement warrants his authority to
execute this Agreement.

     j. 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.

     k. 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.

IN WITNESS  WHEREOF,  the parties hereto have entered into this Agreement on the
date first written above.

IF THE  FOREGOING IS  AGREEABLE,  PLEASE  INDICATE  YOUR APPROVAL BY SIGNING AND
DATING BELOW AND RETURNING BY FAX OR MAIL.


Signed: /s/ David W. Keaveney            Signed:   /s/ John D. McPhilimy
        ----------------------------               -----------------------------

Dated:  December 10, 2001                Dated:    December 10, 2001
        ----------------------------               -----------------------------

        David W. Keaveney                Title:    President
        ----------------------------               -----------------------------
        Member                           Company:  Dimensional Visions
                                                   Incorporated
                                                   -----------------------------

Signed: /s/ Jason M. Genet
        ----------------------------

Dated:  December 10, 2001
        ----------------------------

        Jason M. Genet
        ----------------------------
        Member

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                                  (ATTACHMENT)


                               "STATEMENT OF WORK"


Below are the detailed  services  associated with performing PHASE ONE and PHASE
TWO as agreed to in this contract.

                                    PHASE ONE

     *    Due Diligence

     *    DESIGN REVIEW

     *    Story Board CDROM

     *    Gather content

     *    Travel for Photo shoot and video production

     *    One-page corporate fact sheet (blocks of 1,000) insert for case

     *    Building of Mini CD ROM Business  Cards (blocks of 1,000)  specific to
          one product (Additional cards can be produced)

     *    Label inserts for DVD Cases (blocks of 1,000)

     *    Silk-Screen (blocks of 1,000) CD ROMS

     *    Burning of CD ROM (blocks of 1,000)



                               Attachment I of II

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                                    PHASE TWO

     *    Co-create Marketing Plan

     *    Assist in the dissemination and marketing of "New Product"

     *    Organize, produce and supervise corporate imaging

     *    Advertising and marketing of "New Product"

                      *    BUILD OF CORPORATE FACT SHEET

     *    Story Board Webmercial; 30 - 60 seconds in length

     *    Create CD Cover

     *    Create Logo

     *    Create Insert Sleeve

     *    Create  Multimedia  CD ROM to  include  Flash  Application  (blocks of
          1,000)

     *    Assist in marketing and distribution; domestic and global

     *    Organize, produce and supervise corporate imaging

                               Attachment II of II

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