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                                                                     EXHIBIT 4.1






                                                                   David M. Otto
                                                               dotto@ottolaw.com


                                  April 6, 2001


Paul Fernandez, CFO
15047 Marine Drive
White Rock, BC
V4B 1C5

         Re:  Engagement of The Otto Law Group, PLLC.

Dear Mr. Fernandez:

         Thank you for speaking  with Tom Puzzo today  regarding  retaining  The
Otto Law Group to  represent  you with regard to filing Dicom  Imaging  Systems,
Inc.'s  Form  10-KSB.   I  will  have  the  primary   responsibility   for  your
representation.  However, in the interest of efficiency,  economy,  and the wise
use of  expertise,  we may  use  the  services  of  other  attorneys  and  legal
professionals in this office.  Please contact me at once if at any time you have
any questions or concerns.

                                 ATTORNEYS FEES


     The following  policies with respect to fee and expense  charges applies to
you and to all of our  clients,  unless other  arrangements  are made in writing
(all dollar amounts represent United States currency):

         A. Fees.  Consistent with the ethical standard applicable to Washington
     attorneys,   we  charge   reasonable  fees  for  our  legal  services.   In
     establishing  a  reasonable  fee,  we take into  consideration  a number of
     factors, including those set forth in the Rules of Professional Conduct:

     1.   The time  and  labor  required,  the  novelty  and  difficulty  of the
          questions  involved,  and the skill  requisite  to  perform  the legal
          service properly;

     2.   The likelihood  that the acceptance of the particular  employment will
          preclude other employment by the lawyer;

     3.   The fee customarily charged is the locality for similar services;

     4.   The amount involved and the results obtained;

     5.   The time limitations imposed by the client or by the circumstances;

     6.   The  nature  and  length  of the  professional  relationship  with the
          client; and

     7.   The  experience,  reputation,  and  ability  of the  lawyer or lawyers
          performing the services.

     In general, our fees are based upon an hourly rate and reflect all of these
     factors, as well as special arrangements made with you. Attorneys and other
     legal professionals maintain contemporaneous time records to document their
     time  expended.  I will  review all  statements  before  they are issued to
     ensure that the amount charged is appropriate.

    At present, or standard rates, with certain exceptions, are as follows:




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                           Principal or senior Attorneys:     $ 275.00 per hour
                           Associate or Junior Attorneys:     $ 185.00 per hour
                           Legal Interns:                     $ 120.00 per hour
                           Legal Assistants or Paralegals:    $   60.00 per hour

                  We normally review our rates  annually,  to bring them in line
         with  any  changes  in the  cost of  doing  business.  If  appropriate,
         adjustment  of our hourly  rates is usually  effective as of January 1,
         which is the beginning of the fiscal year.

                  B. Costs.  We also charge for expenses  incurred in connection
         with a particular  matter.  These include,  but are not limited to, the
         following:

          1.   Long distance telephone charges;

          2.   Copying costs;

          3.   Out-of-town Travel expenses;

          4.   Parking;

          5.   Special  delivery,  courier,  express mail and  telecommunication
               costs;

          6.   Computer research charges; and

          7.   Corporate filing and other recording fees.

         For cost items that exceed $100.00,  we will generally  submit invoices
         to you for direct  payment,  and for lesser  charges we will  generally
         advance  the amount and  include a charge for direct  payment,  and for
         lesser  charges we will  generally  advance  the  amount and  include a
         charge for reimbursement in our statement.  Extraordinary expenses will
         not be incurred, except in emergency situations,  without your specific
         authorization.

                  C.  Retainer.  For new clients,  as well as for other  special
         projects for existing  clients,  we customarily  request an appropriate
         advance or retainer  deposit  against fees and expenses to be incurred.
         All retainers deposited by you shall be considered earned when received
         and are not  deposited  in an  IOLTA  interest-bearing  trust  account.
         However,  such retainer will be credited  against  charges on a monthly
         basis. Any balance  remaining from any advanced or retainer deposits at
         the conclusion of a project will be refunded promptly.

                  In this  particular  case, I have requested that you deposit a
         retainer of $3,000 before  commencing work. The retainer will be earned
         upon receipt.

                  D.  Billing.  We will submit a monthly  statement for services
         rendered  and  expenses  incurred.  These  statements  will  reflect  a
         detailed  breakdown of the services  performed,  the calculation of the
         fee,  and the  expenses  for which  reimbursement  is  sought.  If your
         situation  requires a particular form of statement,  we will make every
         reasonable  effort  to  accommodate  that  situation.  We  welcome  the
         opportunity  to  discuss  our  statements  with you and to  answer  any
         questions you may have.

                  E.  Payment.  We are  proud of the  promptness  with  which we
         attend to our  clients'  legal  needs and ask that you  reciprocate  by
         remitting  payment  on  our  statements  promptly.   We  ask  that  all
         statements  be paid in full within 30 days of their date. If payment is
         not received in full within  thirty (30) days of statement  date,  then
         interest of 1% per month will be charged on the unpaid balance.

                  Unless  otherwise  arranged,  if an account is outstanding for
         more than 30 days,  we reserve  the right to  terminate  work until the
         account is brought  current.  While we regret  ever having to take this
         extreme step, we feel that it is only fair to our clients who have paid
         promptly  for our  services to make certain that their legal needs have
         our  undivided  attention.  In the event that it becomes  necessary  to
         commence  collection,  the  prevailing  party will be  entitled  to all
         filing fees and collection costs, including actual attorneys' fees.



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                  F.  Dispute  Resolution.  In rare  cases,  a dispute may arise
         between a client and the attorney  regarding the  reasonableness of the
         attorney's  fee. If such a dispute should arise regarding the amount of
         the fee charged, the law firm and you agree that the exclusive means of
         resolving  the amount of the fee charged  shall be by submission to the
         Washington State Bar Association's Fee Arbitration  Board. The law firm
         and the client  agree that the  decision of the Fee  Arbitration  Board
         shall be conclusive of any dispute over the  reasonableness  of the law
         firm's fee. The procedures of Washington's  arbitration statue, Chapter
         7.04 revised Code of Washington,  will govern confirmation of any award
         made by the Bar Association's Fee Arbitration Board.


                          ATTORNEY CLIENT RELATIONSHIP


         The following  policies with respect to our  representation  in general
applies to you and to all of our clients:

                  A.  Scope  of  Representation.  We shall  keep you  reasonably
              informed  about the  status of each  matter,  shall  explain  each
              matter to the extent reasonably necessary for you to make informed
              decisions  regarding our  representation,  and shall abide by your
              decisions concerning the objectives of representation,  subject to
              the limitations imposed by the Rules of Professional Conduct.

                  B. Confidentiality. All confidences or secrets communicated by
              you to lawyers and legal  professionals  of this firm shall not be
              revealed,  unless  you  consent  after  consultation,  except  for
              disclosures  that are  impliedly  authorized in order to carry out
              our legal representation and subject to the limitations imposed by
              the Rules of Professional Conduct.

                  C.  Conflict  of  Interest.  Washington  law  provides  severe
              penalties  for an  attorney  who fails to  disclose a conflict  of
              interest  to a client.  There is always a  potential  conflict  of
              interest whenever an attorney  represents more than on individual,
              even a husband and wife.  Therefore,  our representation of you is
              based  upon our  mutual  understanding  that my law firm  does not
              currently have any known conflict of interest in representing you.
              We required you to do likewise.

                  D.   Termination.   You  have  the  right  to  terminate   our
              representation of you at any time. We have the same right, subject
              to  an  obligation  to  give  you  reasonable  notice  to  arrange
              alternative  representation.  On  termination,  all fees and costs
              incurred prior to termination shall be paid promptly.  Thereafter,
              we  will  deliver  original  documents  entrusted  to us  and  any
              documents,  which  you  paid for that  have  not  previously  been
              delivered.  You may obtain copies of any  additional  documents in
              our files upon request and payment of photocopying charges.

                  E.  Completion  of  Representation.  Upon  completion  of  the
              representation of any client, we will retain files relating to the
              representation for a reasonable time. At a minimum,  files will be
              retained  by the law firm for three years from the  conclusion  of
              the matter. After that period of time, the files will be destroyed
              unless you request in writing  that files be retained for a longer
              period.

              Please  review  this  information  carefully  and if you  have any
              questions,  please do not hesitate to call me. Before we can start
              work on this  matter,  we must  receive  from you a signed copy of
              this letter to indicate  your consent to the terms and  conditions
              discussed above. I look forward to working with you.

                                                Very truly yours,

                                                THE OTTO LAW GROUP, PLLC




                                                David M. Otto

Agreed and Accepted this ____ day of April, 2001.


Dicom Imaging Systems, Inc.


/s/ Paul Fernandez
----------------------------
Paul Fernandez, CFO


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