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                                   Exhibit 1
                          AVONWOOD CAPITAL CORPORATION
                               532 Avonwood Road
                              Haverford, PA 19041

                                             May 12, 1995


Board of Directors
Dimensional Visions Group, Ltd.
718 Arch Street, 202N
Philadelphia, PA 19106

Attention: George Smith, Chairman

         The purpose of this binding letter of intent is to set forth, the
plans, the intentions, the terms and the conditions relating to a business
relationship to be undertaken between Dimensional Visions Group, Ltd. ("DVG")
and Avonwood Capital Corporation ("ACC").  Specifically, it is agreed as
follows:

         1.      As will be more fully described in the proposed Management and
Consulting Agreement, ACC will render services in areas needed by the DVG which
are consistent with the charter of ACC which are to include, but not be limited
to, financial restructuring, business strategy and tactical development,
contract and corporate finance negotiations, merger and acquisition
negotiations, distribution enhancement, sales expansion, strategic alliance
development, corporate consulting and advisory and arranging of capital.

         2.      ACC will loan DVG the sum of $50,000 in exchange for which DVG
will issue ACC its (a) 3 1/2 year unsecured Promissory Note in the amount of
%50,000, with interest thereon at nine percent (9%) per annum, (b) Warrants to
Purchase 500,000 Shares of DVG restricted Common Stock at $.10 per Common
Share, exercisable within 3 1/2 years from issuance, and (C) warrants to
purchase 50,000 shares of restricted Common Stock at $.01 per share exercisable
immediately.

         3.      DVG, at ACC's expense, agrees to immediately initiate the
filing and pursue, in good faith and with due diligence, approval of an SB-2
Registration with the Securities and Exchange Commission (SEC) for 300,000
shares of the voting common stock of DVG on behalf of ACC.

         4.      As additional consideration for the services to be rendered by
ACC, DVG agrees to retain ACC, effective as of the date of the note, pursuant
to a Management and Consulting Agreement on terms and conditions satisfactory
to the parties, to provide management and consulting services to DVG in
exchange for a fee of $100,000 per year accruing quarterly in arrears and
payable when DVG has a pre-tax operating profit for any such quarter, provided,
the portion of the fee to be paid at that time shall not exceed the pre-tax
operating profit.  The Management and Consulting Agreement shall be for a term
of one (1) year and shall renew thereafter on a year-to-year basis unless and
until terminated by either party giving the other
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May 12, 1995
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sixty (60) days written notification prior to the end of the ten current term.
Upon the completion of $1 million dollars of capital raised (by equity, debt,
private placement or otherwise) for DVG, the Management and Consulting
Agreement shall be renewed for a twelve (12) month period.

         5.      Also, pursuant to the Management and Consulting Agreement, ACC
will be entitled to receive five percent (5%) of the amount of any capital
raised (by equity, debt, private placement or otherwise) for DVG by ACC or any
of its affiliates; provided, however, should Shipley Raidy Capital Partners LP
("SR"), or any other affiliate of ACC raise capital as aforesaid, for DVG, ACC
agrees that the ACC fee shall be adjusted so that the aggregate percentage fee
paid to SR, or any other affiliate of ACC, and ACC, does not exceed eight
percent (8%).  For example, if the fee for SR, or any other affiliate of ACC,
to raise capital is six percent (6%), ACC's fee would be reduced from five
percent (5%) to two percent (2%), the aggregate fee being (8%).

         6.      ACC shall receive, for each dollar of capital raised by (I)
debt, (ii) equity, and/or by (iii) other value enhancing transaction (the "VET)
for DVG, or as otherwise stated herein, a Warrant(s), to a maximum of 1,600,000
Warrants to purchase restricted Voting Common Stock of DVG at fifteen cents
($0.15) per share exercisable at any time within five (5) years from the date
of the issuance of the warrant(s) pursuant to the terms of a Warrant Agreement
satisfactory to the both parties.  If a VET is mutually agreed upon, in
writing, by ACC and DVG, and consummated, then all warrants, not previously
vested, as specified in paragraph 6 of this Letter of Intent, shall vest
immediately.  ACC shall have the responsibility for compensating SR, or any
other affiliate of ACC, for any warrants earned as a result of their raising
capital for DVG.  Upon the closing by DVG and ACC of the documents described in
this letter of intent, DVG shall issue to ACC the last 250,000 of the above
referenced warrants.  In the event of the completion of a merger, consolidation
or reorganization involving at least twenty (20%) percent of the stock or
assets by or between DVG and a third party, the Management and Consulting
Agreement may be terminated immediately by either party following such
completion, and all the remaining warrants of those referenced above shall vest
to ACC.

         7.      Each party agrees to indemnify and hold the other party
harmless from and against any and all suits, judgments, causes of actions or
claims resulting from the negligence or willful misconduct of the other, its
agents or employees.  Each party further agrees that the Management Agreement
will contain confidentiality provisions satisfactory to the parties and will
also contain provisions which will not permit DVG to do business with any
financing or other value enhancing sources introduced to DVG or contacted by
ACC, or any of its affiliates, under its Management and Consulting Agreement on
behalf of DVG, within one (1) year after expiration of the term of the
Management Agreement, without the prior written consent of ACC.

         8.      All expenses incurred by ACC incident to this Letter of Intent
(but excluding legal services in connection therewith) as well as expenses
incurred by ACC after the inception of the Management Contract, will be paid by
DVG within fourteen (14) days after submission by ACC provided, that all
expense types shall have been pre-approved by DVG.
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May 12, 1995
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         9.      As conditions precedent to the effectiveness of this Letter of
Intent the parties agree that the following must have occurred:

                 (a)      DVG shall have executed a letter with Shipley Raidy
("SR") pursuant to which SR agrees to undertake to raise capital by and on
behalf of DVG on terms and conditions satisfactory to SR, DVG and ACC.

                 (b)      ACC must be provided with verification satisfactory
to ACC that there is at least one (1) party interested in acquiring the
business of DVG, whether by stock or asset acquisition or otherwise.

         It is the intent of the parties that the form of Promissory Note,
Warrants, Management and Consulting Agreement, and SR letter will be prepared,
reviewed and agreed to within ten (10) days after the execution of this binding
letter of intent.  In addition, during this time DVG will take whatever steps
are required in order to provide to ACC with the verification required pursuant
to Paragraph 8(b) of this letter.

         If you are in agreement with the terms and conditions of this binding
letter of intent, please indicate your acceptance of same by executing the
enclosed four (4) copies where indicated and returning two (2) copies of this
letter to the undersigned.

                                           Very truly yours,

                                           AVONWOOD CAPITAL CORPORATION

                                           By:    /s/ James W. Porter, Jr. 
                                               --------------------------------
                                                    James W. Porter, Jr.
                                                    President



             APPROVED AND AGREED To this 12th day of May, 1995.

                                           DIMENSIONAL VISIONS GROUP, LTD.
                                           
                                           By:    /s/ George S. Smith      
                                               --------------------------------
                                           
                                                   CEO                       
                                               -----------------------------
                                                    Title
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                                   Exhibit 1

                      MANAGEMENT AND CONSULTING AGREEMENT

                         DIMENSIONAL VISIONS GROUP LTD.

                                  May 24, 1995

On the basis of our recent discussions with Mr. George Smith, Chairman and CEO,
this memorandum presents our proposed Management and Consulting Agreement to
assist with financial restructuring, corporate finance negotiations, strategic
alliance development, corporate consulting and advisory, and arranging of
capital as required.

This proposal is organized into the following sections:

         -       Our Understanding of the Objectives

         -       Approach to the Project

         -       Proposed Methodology

         -       Philosophy of Engagement

         -       Estimated Time and Cost

         -       Benefits





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OUR UNDERSTANDING OF THE OBJECTIVES

Dimensional Visions Group, Ltd. (DVGL) wants to undertake a comprehensive
financial planning project to guide its growth over the next five years.  This
study will be directed at growth opportunities in existing business, as well as
new markets and products.  It will be concerned also with the emphasis that
should be given to internal financial as well as external capital and the
potential acquisition candidates.  Finally, Avonwood will monitor the
implications of the agreed upon growth strategy for the financial,
organization, and management processes of the Company.

More specifically, as we understand the situation, the initial objectives of
the project will be to obtain answers and perspective with respect to the
following five key questions:

         1.      WHAT ARE THE OPPORTUNITIES FOR SIGNIFICANTLY IMPROVING THE
                 RELATIONSHIP WITH EXISTING FINANCING SOURCES?

         2.      WHAT ARE THE OPPORTUNITIES FOR ENTERING NEW INSTITUTIONAL
                 MARKETS?

         3.      WHAT IS LIKELY TO BE DVGL'S FINANCING REQUIREMENTS OVER THE
                 NEXT 3-5 YEARS FROM CONTINUATION OF ITS EXISTING PRODUCTS?

         4.      WHAT COULD BE THE LIKELY TIMING AND MAGNITUDE OF FUNDING
                 REQUIRED BY DVGL'S ENTRY INTO NEW AREAS?

         5.      WHAT SHOULD BE THE MAJOR FINANCIAL, ORGANIZATIONAL, AND
                 MANAGEMENT ELEMENT IN DVGL'S GROWTH STRATEGY OVER THE NEXT 3-5
                 YEARS AND WHAT WILL IT TAKE TO ENSURE SUCCESSFUL
                 IMPLEMENTATION?

APPROACH TO THE PROJECT

Our basic approach to achieving these objectives is to focus first on
establishing a deep understanding of DVGL's existing operation and the
strengths and weaknesses of the Company's current financial position and
outlook.  Once this understanding has been firmly established and agreed upon,
Avonwood will have a solid foundation for evaluating alternative opportunities
to achieve sales and profit goals, capitalizing on financial opportunities, and
strengthening capital positioning as an on-going process.  To this end, the
major end products of the project will be organized under the following five
topic headings:

         I.      BROAD OVERVIEW OF THE SIZE, TRENDS, AND LIKELY DEVELOPMENTS IN
                 THE SECTORS OF THE CAPITAL MARKETS MOST APPLICABLE TO DVGL AND
                 ITS FUTURE





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         II.     PROFILE OF DVGL'S TARGET FINANCING IN TERMS OF SIZE, GROWTH,
                 AND RELATIVE COST.

         III.    COMPETITIVE ENVIRONMENT AND STRUCTURE OF EACH KEY FINANCIAL 
                 MARKET SEGMENT.

         IV.     CONTINGENCY PLANS FOR DVGL FINANCING OF NEW MARKETS AND 
                 PRODUCTS

         V.      MAJOR ELEMENTS OF THE FINANCIAL STRATEGY TO BE FOLLOWED BY DVGL

         The implications of the financial strategy for organization structure,
         financial stability, management processes, and on-going planning will
         be highlighted.  Also, an action program and timetable detailing the
         various elements of the strategy and implementation will be prepared.

PROPOSED METHODOLOGY

In order to complete the tasks outlined above, we will perform a series of
week-to-week steps which are summarized in this section.  Broadly, we will take
the following steps:

         1.      Brief key DVGL executives on the objectives and proposed
                 approach to the project, introduce Avonwood, and establish
                 liaison for coordinating the work.  Talk individually with all
                 members of the top management group.

         2.      Collect and analyze internal and external financial data on
                 each of your products and develop a profile of each market
                 segment in terms of size, growth rate, profitability, and
                 capital requirements.

         3.      Against the perspective resulting from steps 1 and 2, we
                 analyze the sales and profit projections of DVGL and validate
                 management's estimates of future cash flow for each of the
                 current businesses.  In addition, a "gap analysis" will be
                 developed to illustrate the magnitude of the discrepancy (if
                 any) between the reported financial growth of your existing
                 business and the overall Corporate growth goal.

         4.      Based on the foregoing steps, we will present an oral progress
                 report for review with the CEO covering the findings and
                 conclusions to date, prepare a listing (and initial
                 quantification) of opportunities, those questions still
                 unanswered, and the required financing as currently defined.
                 This will enable us to educate financing sources about DVGL as
                 the company progresses.

         5.      Following this key checkpoint, we will carry out additional
                 fact-finding and analysis as required.  We will prepare a
                 second oral progress report to reflect this





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                 additional work, as well as a revised growth-gap analysis
                 incorporating an assessment of the most probable financing
                 prospects for DVGL's expanding businesses.  This would enable
                 the magnitude of the growth gap (if any) to be defined and
                 accordingly the emphasis that should be placed on financing of
                 new product development.

         6.      Through further top management discussions and analysis, we
                 will develop financial criteria for desirable new businesses
                 and screen likely candidates, including a brief profile of
                 each business and the financial reasons for its consideration.
                 This analysis will focus on synergy of operations, leverage of
                 corporate assets, and DVGL's ability to negotiate a position
                 for DVGL's benefit.

         7.      We will negotiate corporate finance availability and
                 restructuring as required.

PHILOSOPHY OF ENGAGEMENT

Our concept of professional service is particularly appropriate to this
project:

         -       Confidentiality is absolute and continuous.

         -       Client should be the CEO.

         -       No competitor may be a client during engagement.

         -       Each engagement commands the primary focus of assigned staff.

         -       Project must leverage experience and contacts.

         -       At the onset of the study, a solid grasp of the profit
                 economics of the Company is obtained.

         -       We focus on the decision making needs of management, and
                 increasing Company profits.


TIME, FEES, AND EXPENSES

The term of this agreement, the fees, other consideration, and expenses to be
paid to Avonwood Capital Corporation (ACC) for its services hereunder shall be
as provided in paragraph 4, 5, and 6 in the Letter of Intent dated May 10,
1995, between ACC and DVGL (the "LOI") attached hereto as exhibit "A", the
terms of which are incorporated herein by reference.  DVGL has agreed to comply
with the term of paragraph 3 of the LOI, which is also incorporated herein by
reference.

DVGL agrees to take the steps necessary to increase the authorized common stock
of DVGL to an amount which, if all warrants were exercised, and securities
convertible were converted to





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common stock, would enable DVGL to issue the shares required in exchange for
the warrants and other convertible securities.  Such increase in the authorized
common shall have occurred on or before December 31, 1995 (the "End Date").

If DVGL has not increased its authorized common shares to the amount as
described by the End Date, and provided that ACC has previously attempted to
exercise its vested warrants and there were insufficient shares available to
cover all or any portion of the amount requested to be exercised, ACC, at its
option, may elect to:

         (a)     return its vested warrants to DVGL in exchange for a herein
agreed upon payment to ACC by DVGL as liquidated damages.  Such payment shall
be determined by taking fifty percent (50%) of the average of the bid price of
DVGL common stock for the last 20 trading days of 1995, minus the exercise
price for the warrant multiplied by the number of vested warrants being
returned; or

         (b)     retain the vested warrants.

All expenses incurred by Avonwood incident to this management consulting
agreement will be paid by DVGL within fourteen (14) days after submission by
Avonwood, provided that all expense types shall have been pre-approved.

INDEMNITY AND CONFIDENTIALITY

The parties agree to be bound by the provisions of paragraph 7 of the LOI, the
terms of which are incorporated herein by reference

BENEFITS

DVGL and Avonwood will submit a written financing plan to the CEO in addition
to previously described reporting as described in Proposed Methodology.

The addition of new capital, the avoidance of staff turnover, and identified
cost reductions will all result from the awareness, understanding, and tools
generated by this project.  Direct identifiable economic benefits running two
to four times the professional fees are anticipated.

<TABLE>
<CAPTION>
Accepted by:                                                Accepted by:
Avonwood Capital Corporation                                Dimensional Visions Group, Ltd.
<S>                                                         <C>
 /s/ James W. Porter, Jr.                                    /s/ George S. Smith                    
--------------------------------------                      ----------------------------------------
Name                                                        Name

 President                                                   CEO                                           
---------------------------------------------               -----------------------------------------------
Title                                                       Title

 May 24, 1995                                                May 24, 1995                            
-----------------------------------------                   -----------------------------------------
Date                                                        Date
</TABLE>





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