Exhibit 10.2
                              CONSULTING AGREEMENT

THIS  AGREEMENT,  dated  as of June 1,  1999,  is made and  entered  into by and
between n-Vision, Inc., a Delaware corporation,  (the "Company") and Christopher
J. Lewis (the "Consultant").

                               W I T N E S S E T H

WHEREAS, the Company wishes to utilize Consultant's  services in connection with
its business;  and WHEREAS,  Consultant desires to provide such services subject
to the terms and  conditions  set forth  herein.  NOW,  THEREFORE,  FOR GOOD AND
VALUABLE CONSIDERATION,  THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED,  IT IS
AGREED AS FOLLOWS:

     1.  Retention of  Independent  Consultant.  The Company does hereby  retain
     Consultant as an independent  consultant to assist the Company on the terms
     and conditions  hereinafter  stated; and Consultant does hereby accept such
     retention.

     2. Services to be Provided. The parties agree, that from and after the date
     hereof,  Consultant shall render consulting  services to the Company as and
     when reasonably  requested by the Company.  These consulting services shall
     include, without limitation,  the following services:  advising the Company
     with  respect  to  its  operations,   business,   suppliers  and  staffing;
     representing the Company at trade shows and conferences;  and assisting the
     Company with its business  development,  planning and the  development  and
     promotion of new products and services.

     3. Compensation.  Consultant shall receive  compensation during the term of
     this  Agreement  for his services  rendered  pursuant to this  Agreement as
     follows:

          (A)  A  sum  of   $35,000   per  year  to  be  paid  in   semi-monthly
               installments;

          (B)  Reimbursement  for pre-approved  tuition expenses incurred by the
               Consultant during the term of this Agreement; and

          (C)  Use  of  the  Company's   asset  #0070  Toshiba   Laptop  (Serial
               #29436716) during the term of the Agreement.

     4.  Independent   Contractors.   Consultant  acknowledges  that  he  is  an
     independent  contractor  and not an employee of the  Company.  Accordingly,
     Consultant  acknowledges  that  he will  not be  entitled  to any  employee
     benefits which may be provided by the Company for its  employees;  and that
     amounts earned by Consultant  will not be subject to FICA taxes or state or
     federal withholding.

     5.  Intellectual   Property;  Non  Disclosure   Obligations.   The  parties
     acknowledge  that  Consultant has had and will have access to various trade
     secrets and other proprietary and confidential  information which are owned
     by the Company and which are used in operation of the  Company's  business.
     "Trade secrets and other proprietary and confidential  information" consist
     of,  for  example,  and not  intending  to be  inclusive:  (i)  information
     concerning any matters relating to the business of the Company,  any of its
     customers,  customer contacts, business prospects,  business opportunities,
     licenses,  contracts,  the prices it  obtains,  has  obtained or offers for
     supplies,  products  or services or any other  information  concerning  the
     business of the Company and the Company's good will,  and (ii)  techniques,
     methodologies,   software,   algorithms,   systems,  formulae,   processes,
     compilations  of information,  drawings,  proposals,  business  plans,  job
     notes, reports,  records and specifications.  Consultant shall not disclose
     or use in any manner,  directly or  indirectly,  any such trade secrets and
     other  proprietary and confidential  information  either during the term of
     this  Agreement  or for  period of not less than two (2)

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     years  thereafter,  except as  required  in the course of the  Consultant's
     performance of services and work for the Company under this Agreement or as
     approved in writing by the President of the Company.

     6. Intellectual  Property Rights.  Consultant  acknowledges and agrees that
     all right,  title and  interest  of any kind and nature,  whether  known or
     unknown,  in any trade  secrets  and  other  proprietary  and  confidential
     information and any other intellectual property, including, but not limited
     to, any  inventions,  patents,  trademarks,  service marks,  copyrights and
     other properties invented, created, written, developed, furnished, produced
     or disclosed  by  Consultant,  in the course of  rendering  services to the
     Company under and pursuant to this Agreement (said  properties  hereinafter
     referred  to as the "Work  Product")  shall,  as between  the  Company  and
     Consultant,  (a) be within the scope of Consultant's engagement, and (b) be
     and remain  always the sole and  exclusive  property of the Company for any
     and all purposes and uses, and Consultant  shall have no right,  title,  or
     interest  of any kind or  nature  in or to such  property,  or in or to any
     results and/or proceeds of such property. Consultant agrees to disclose all
     discoveries,  improvements and inventions  conceived,  made or developed in
     the  course of his  employment  promptly  and fully to the  Company  and to
     execute any and all  documents  deemed  necessary  by the Company to secure
     fully to the  Company  the Work  Product,  including,  without  limitation,
     patent and/or  copyright  assignments  and to cooperate with the Company in
     any  subsequent  actions  deemed  necessary  by the  Company to perfect its
     interest in the Work Product.  Consultant agrees that he will not create or
     permit  any  security  interest,  lien or other  encumbrance  upon the Work
     Product or any  materials  furnished  by the Company to  Consultant  in the
     course of Consultant's employment.

     7.  Non-Compete;  Non-Solicitation.  In consideration  for the compensation
     provided herein,  Consultant agrees,  while he is providing services to the
     Company,  and for a period of two (2) years thereafter,  not to directly or
     indirectly,  either alone or in  partnership  or jointly or in  conjunction
     with any person or persons,  firm,  association,  company,  corporation  or
     other entity as principal, agent, employee, director, shareholder or in any
     other manner  whatsoever  (i) carry on or be engaged in the business of the
     production,   manufacture,   sale  and  marketing  of  video   conferencing
     technology and related data communication systems and installations, and/or
     (ii)  solicit  business  from,  or sell  to,  any of the  customers  of the
     Company. Nothing herein shall prohibit Consultant from owning not more than
     five  percent  (5%) of the  outstanding  stock of any  class  of an  entity
     described  herein which is publicly  traded,  so long as Consultant  has no
     active  participation  in the business of such entity.  Consultant  further
     agrees  that  during  the  Non-Compete  Period,  he will  not  directly  or
     indirectly  offer  employment to or hire any person who is currently or was
     within the last year employed by the Company,  or is or will be employed by
     the Company, except with prior written consent of the Company.

     8. Specific Performance;  Severability.  It is specifically  understood and
     agreed that any breach of the  provisions  set forth in Sections 5, 6 and 7
     by  Consultant  is likely to result in  irreparable  injury to the Company,
     that the remedy at law alone will be an  inadequate  remedy for such breach
     and that, in addition to any other remedy it may have, the Company shall be
     entitled  to  enforce  the  specific   performance  of  this  Agreement  by
     Consultant  through both  temporary and permanent  injunctive  relief,  and
     through any other appropriate  equitable  relief,  without the necessity of
     showing or proving actual damages. In case any of the provisions  contained
     in this  Agreement  shall for any reason be held to be invalid,  illegal or
     unenforceable  in any  respect,  including  without  limitation  geographic
     scope, duration or functional coverage, any such invalidity,  illegality or
     unenforceability  shall not affect any other  provision of this  Agreement,
     but this  Agreement  shall be  construed  as if such  invalid,  illegal  or
     unenforceable  provision had been limited or modified  (consistent with its
     general  intent)  to the  extent  necessary  to make it  valid,  legal  and
     enforceable,  or if it shall not be  possible  to so limit or  modify  such
     invalid,  illegal or unenforceable  provision or part of a provision,  this
     Agreement shall be construed as if such invalid,  illegal or  unenforceable
     provision  or  part  of a  provision  had  never  been  contained  in  this
     Agreement.

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     9. Term of Contract.  The initial term of this Agreement  shall be from the
     date of this  Agreement  until  June  1,  2000.  This  agreement  shall  be
     automatically  renewed  for an  additional  one-year  term,  unless  either
     Consultant or the Company gives contrary  written notice to the other party
     hereto not less than 15 days before the scheduled expiration of the term of
     this  Agreement.  Each term and all such  renewed  terms  are  collectively
     referred to herein as the term of this Agreement.

     10. Governing Law. This Agreement shall be governed by the law of the State
     of Delaware,  and each party consents to  jurisdiction  and venue regarding
     any dispute arising out of or related to this Agreement being vested in the
     Federal and State Courts of Delaware.

     11. Binding Effect. This Agreement shall be binding upon the parties hereto
     and their respective heirs, person representatives and successors.

         IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the date first set forth above.




n-VISION, INC.                                       CONSULTANT

/s/Claude H. Rumsey, Jr.                             /s/ Christopher J. Lewis
------------------------                             -------------------------
By: Claude H. Rumsey, Jr.                            Christopher J. Lewis
Title: President

Dated:  June 1, 1999                                 Dated:  June 1, 1999


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