Exhibit 4.7

THIS AGREEMENT effective as of the 1st day of November, 2000.

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 Suite #300 - 905 West Pender
         Street, Vancouver, British Columbia V6C 1L6

         (the "Company")

                                                                  THE FIRST PART

AND:

         Pardiak   Management   International   Ltd.,   a   corporation
         incorporated  under the laws of Canada and having an office at
         #1702 - 738 Broughton Street, Vancouver,  British Columbia 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 (the  "Technology")  and acquiring
complementary technology based businesses and/or assets;

B.  The  sole  voting  shareholder  of  the  Contractor  is  Edward  C.  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.

THEREFORE in  consideration  of the  covenants  and  agreements  set out in this
agreement,  and for other good and valuable consideration given by each party to
the other,  the receipt and sufficiency of which is hereby  acknowledged by each
of the parties, the parties agree as follows:

1. DUTIES OF CONTRACTOR

1.1 Service - The Company agrees to retain the Contractor to provide services on
the terms set out in this  Agreement.  The  Contractor  agrees that Pardiak will
provide,  on behalf  of the  Contractor,  all of the  services  required  by the
Company and shall  occupy the  positions  of Chief  Executive  Officer and Chief
Financial Officer of the Company.

<PAGE>

1.2 Nature of  Relationship  - This is an agreement  for  services,  and nothing
herein  is  intended  by  the  parties  to  create  an  employee   and  employer
relationship.

1.3 Duties and  Responsibilities  - The Contractor  shall be responsible for the
management and  development of the Company,  including  performing the following
duties:

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

     (b)  developing  financial,   business,  marketing,  public  relations  and
          investor  relations  plans for the Company,  or that of the  Company's
          subsidiaries;

     (c)  leading,  overseeing and 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;

     (d)  leading  and  acting as  manager  of  public  and  investor  relations
          departments  until such time as the  Company can hire  individuals  or
          firms to fill these positions; and

     (e)  such other duties as may be assigned by the Company.

1.4 Service - During the Term the Contractor shall:

     (a)  well and  faithfully  serve the  Company  and use its best  efforts to
          promote the best interests of the Company;

     (b)  unless  prevented  by ill  health or  injury,  devote the whole of its
          working time and attention to the business of the Company; and

     (c)  not,  without the prior written consent of the Company,  which consent
          may be withheld at the sole  discretion of the Company,  engage in any
          other  business,  profession  or  occupation,  or become  an  officer,
          employee,  contractor for service,  agent,  or  representative  of any
          other  employer,   partnership,   firm,   person,   organization,   or
          enterprise, where that engagement or position conflicts with, or could
          reasonably  conflict with at some future date, or interferes  with, or
          could reasonably  interfere with at some future date, the Contractor's
          duties and obligations to the Company.

1.5 Services To Other  Companies - 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 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.

1.6 Subsidiary - For the purpose of this section the term "subsidiary" 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


                                      -2-
<PAGE>

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.

2. TERM OF AGREEMENT

2.1 Term - The term of this Agreement shall be two years  commencing on November
1st,  2000 (the  "Term"),  unless  ended  earlier or  renewed by the  parties in
accordance with the terms of this Agreement.

2.2 Renewal - Provided the Contractor is not in default,  this  Agreement  shall
automatically  renew  each year for a further  one-year  term,  and  salary  and
benefits 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  and the  Company  will  pay to the
Contractor a lump sum payment equivalent to twelve months compensation.

3. COMPENSATION

3.1 Remuneration for Services - The Company shall:

     (a)  Pay to the  Contractor  a fee in the  amount of  $12,500  (gross)  per
          month;

     (b)  Pay to the  Contractor  a  reasonable  amount  for all  premium  costs
          incurred by the Contractor  for a benefit  package for Pardiak and his
          immediate family,  relating to the following benefits:  life insurance
          (at three times the  Contractor's  annual fee),  accidental  death and
          dismemberment,  extended health, dental and long-term disability;  and
          provide  payment  for the  Contractor  to  receive  an annual  medical
          examination (i.e. Medisys);

     (c)  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.   Should  the  Company's
          operational  requirements  not permit the  Contractor  to  exercise 20
          working  days of  vacation  in any  given  year,  the  Contractor  may
          accumulate  and use the  non-exercised  portion of his vacation in any
          subsequent  year or chose to be paid in cash for the unused portion of
          his  vacation.  If at the end of this  Agreement  the  Contractor  has
          unused  vacation  time to its credit,  then the  Company  will pay the
          Contractor the equivalent in cash;

     (d)  Pay to the  Contractor  a car  allowance  in the  amount of $1,000 per
          month;

     (e)  Grant from time-to-time to the Contractor stock options.  The granting
          of stock options shall be based on the  performance of the Contractor,
          and such grant shall be solely in the  discretion  of and in an amount
          to be determined by the Company's Compensation Committee; and


                                      -3-
<PAGE>

     (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.  The payment
          of a bonus shall be based on the  performance of the  Contractor,  and
          such payment shall be solely in the  discretion of and in an amount to
          be determined by the Company's Compensation Committee.  The Contractor
          will immediately be paid a renewal bonus of $50,000

3.2 Deferment of Compensation - If the Company's working capital balance is less
than $500,000  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; and

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

3.3 Escrow  Shares - Subject to the  shareholders  and all  required  regulatory
approval,  the Company  may,  in its sole  discretion,  grant to the  Contractor
escrow shares in an amount to be determined by the Compensation Committee of the
Company.

3.4 Expenses - The Company shall  reimburse the  Contractor  for all  reasonable
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 such reimbursement.

3.5 Remittances - The Contractor shall be solely  responsible for the payment of
any monies required by law to be remitted by or on behalf of Pardiak.

4. INDEMNITIES

4.1 Indemnity by Company - The Company will indemnify the Contractor and Pardiak
in respect of acts or omissions under this Agreement to the extent  permitted by
Part 19 of the Company's  Articles of Incorporation  and to the extent permitted
by law.

4.2 Indemnity by Contractor - The  Contractor  shall  indemnify the Company from
any and all claims by a  government  department  relating to income tax or other
statutory  withholdings  that were not  deducted  and remitted by the Company on
behalf of Pardiak or the Contractor.


                                      -4-
<PAGE>

4.3 Insurance - The Company will  diligently  maintain and renew its  directors'
and officers' insurance and maintain such insurance for the benefit of Pardiak.

5. CONFIDENTIALITY

5.1  Non-Disclosure  of  Information  of the  Company  -  During  the  Term  and
thereafter  the  Contractor  shall  keep   confidential  all  information  of  a
confidential or proprietary nature concerning the Company,  its subsidiaries and
affiliates and their respective  operations,  assets,  finances,  businesses and
affairs  and shall  not use that  information  for the  Contractor  's  personal
advantage  or the  advantage of any third party,  provided  that nothing  herein
shall prevent  disclosure of information which is publicly available or which is
required  to be  disclosed  under  appropriate  statutes,  rules of law or legal
process.

5.2  Confidential  Information - For the purposes of this section  "confidential
information"  shall  include,  but not be limited to, all documents and records,
whether original,  duplicated,  computerized,  memorized,  handwritten or in any
other form,  relating to the  business of the Company  that was  acquired by the
Contractor as a result of this Agreement.

5.3 Return of Records and Company  Property - The  Contractor  shall at any time
upon request by the Company,  and in any event upon the  expiration  of the Term
irrespective  of the  time,  manner  or  cause  of the  termination  of the this
Agreement,  promptly return to the Company all records,  files, lists, drawings,
documents,  models,  equipment,  software,  intellectual  property and any other
property belonging to the Company or relating to the Company's business.

6. RESTRICTED ACTIVITIES

6.1  Non-Competition  - During the Term and for a period of  twenty-four  months
after the  termination of this Agreement for any reason by either the Contractor
or the Company (the "Restriction Period"), the Contractor shall not, directly or
indirectly,  engage in any  undertaking  or  business as an  employee,  partner,
principal,  agent or  consultant in Canada or the United States that is involved
in the  development or marketing of any of the same or similar  technologies  as
the Company, including the development and marketing of the Technology.

6.2  Non-Solicitation  - During the Restriction  Period the Contractor shall not
directly or indirectly:

     (a)  solicit or  encourage  any  employee of the Company to  terminate  his
          employment  with the Company or assist any other person or business to
          do so;

     (b)  offer employment to any employee of the Company; and

     (c)  contact  or  communicate  with any  customer  of the  Company  for the
          purpose of soliciting the customer's business.


                                      -5-
<PAGE>

7. TERMINATION

7.1  Termination by Company - This Agreement may be terminated by the Company at
any time during the Term,  upon which  termination  the Company shall pay to the
Contractor a lump sum payment in an amount equal to the compensation  under this
Agreement  in full  but not less  than  twelve  months  compensation  and  final
satisfaction of all of its obligations to the Contractor under this Agreement.

7.2  Termination  by Contractor - 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.

7.3  Termination by Death or Permanent  Incapacitation  - This  Agreement  shall
terminate  automatically upon the death or permanent  incapacitation of Pardiak,
under which  circumstances the Company shall have no further  obligations to the
Contractor.  For the purposes of this  section,  Pardiak shall be deemed to have
suffered  permanent  incapacitation  when he suffers  any illness or injury that
prevents him from performing his usual duties for a period of ninety consecutive
days.

7.4  Termination by Company for Cause -  Notwithstanding  any other provision of
this  Agreement,  the Company may terminate this Agreement at any time for cause
without  notice or  payment  of any  compensation,  such  cause to  include  the
following:

     (a)  any  conduct  that  at  common  law  constitutes  just  cause  for the
          termination of employment; and

     (b)  the bankruptcy of Pardiak or the Contractor.

7.5 Release of Shares - Following the  termination of this Agreement the Company
will use its best efforts to make  application  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.

8. PREAMBLE - The preamble shall form an integral part of this Agreement.

9. SHAREHOLDER  APPROVAL - This Agreement is  subject to the Shareholders of the
Company  granting  the Board of  Directors  of the Company and its  Compensation
Committee the right to negotiate an agreement with the Contractor.

10. ENFORCEMENT - The Contractor  acknowledges and agrees that the covenants and
obligations  under this Agreement are  reasonable,  necessary and fundamental to
the  protection  of  the  Company's  legitimate  business  interests,   and  the
Contractor  acknowledges  and agrees  that any breach of this  Agreement  by the
Contractor  would result in irreparable  harm to the Company and loss and damage
to the Company for which the Company could not be adequately  compensated  by an
award of monetary damages.  Accordingly,  the Contractor


                                      -6-
<PAGE>

acknowledges and agrees that in the event of any breach or threatened  breach of
any  provision  of this  Agreement  by the  Contractor,  the Company  shall,  in
addition to any and all  remedies  available to the Company at law or in equity,
be  entitled  as a matter of right to  judicial  relief by way of a  restraining
order,  interim,  interlocutory or permanent  injunction,  or order for specific
performance as may be necessary to ensure that the Contractor  complies with and
performs his obligations under this Agreement, and including an award of special
costs of any such court application  against the Contractor,  and the Contractor
further  covenants  and agrees not to oppose the  granting of any such  judicial
relief and hereby waives any and all defences to the strict  enforcement of this
Agreement and such judicial relief.

11. SEVERABILITY  - Should any part of this Agreement be  declared or held to be
invalid  for any reason,  the  invalidity  shall not affect the  validity of the
remainder of this Agreement which shall continue in full force and effect and be
construed as if this  Agreement had been executed  without the invalid  portion,
and it is hereby declared the intention of the parties that this Agreement would
have been executed without reference to any portion that may, for any reason, be
hereafter declared or held invalid.

12. ENTIRE  AGREEMENT AND  AMENDMENTS - The  provisions  herein  constitute  the
entire agreement between the parties and supersede all previous  communications,
representations  and  agreements,  whether oral or written,  between the parties
with respect to the subject matter hereof.

13. GOVERNING  LAW - This  Agreement  shall be governed  by and  interpreted  in
accordance with the laws of British Columbia, and the courts of that Province or
Territory  shall have the  exclusive  jurisdiction  over this  Agreement and any
claim or dispute arising under it.

14. ENUREMENT - This Agreement shall enure to the benefit of and be binding upon
the  parties  hereto  and their  respective  heirs,  executors,  administrators,
successors, personal representatives and permitted assigns.

15. ASSIGNMENT  OF RIGHTS - The  Company  shall  have the right  to assign  this
Agreement to another  party.  The  Contractor  shall not assign his rights under
this  Agreement or delegate to others any of his functions and duties under this
Agreement,  without the  express  written  consent of the  Company  which may be
withheld in its sole discretion.

16. LEGAL ADVICE - The Contractor acknowledges that it was recommended to him by
the Company  that he obtain  independent  legal  advice  before  executing  this
Agreement,  and that by executing this Agreement the Contractor  represents that
he did obtain independent legal advice.


                                      -7-
<PAGE>

17. CONFIDENTIALITY  OF AGREEMENT - The Contractor shall  keep  confidential and
not disclose any of the terms of this Agreement to any person unless required to
do so by law or for the purpose of obtaining  confidential  legal,  financial or
tax planning advice.

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

The Common Seal of DSI Datotech Systems Inc. was    )
hereunto affixed in the presence of:                )
                                                    )
                                                    )
/s/Tom Calvert                                      )
------------------------------------------------    )    (C/S)
                                                    )
Dr. Tom Calvert, Director                           )
------------------------------------------------    )
Title                                               )
                                                    )
                                                    )
/s/Allan S. Gibbins                                 )
------------------------------------------------    )
                                                    )
Allan S. Gibbins, Director                          )
------------------------------------------------    )
Title                                               )
                                                    )
------------------------------------------------    )
Date


The Common Seal of Pardiak Management International )
Ltd. was hereunto affixed in the presence of:       )
                                                    )
------------------------------------------------    )
                                                    )  (C/S)
                                                    )
------------------------------------------------    )
Date                                                )


                                      -8-