Exhibit 10.5

                         EMPLOYMENT AGREEMENT

     AGREEMENT  made as of the 1st day of January,  2001, by and between JOHN D.
MCPHILIMY,  an adult  individual  (hereinafter  referred to as "Employee"),  and
DIMENSIONAL  VISIONS,  INC., a Delaware  corporation,  with a principal place of
business  located  at  2301  W.  Dunlap,  Suite  201,  Phoenix,   Arizona  85021
(hereinafter referred to as "Company");

                              W I T N E S S E T H:

     WHEREAS,  the Company and Employee  desire to enter into an Agreement  that
sets forth the terms and conditions of Employee's services to the Company;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
herein contained, the parties hereto intending to be legally bound, hereby agree
as follows:

     1. EMPLOYMENT TERM, DUTIES AND ACCEPTANCE.

     A. Company  hereby  retains  Employee as the Company's  President and Chief
Executive  Officer  for a period of three (3) years (the  "Employment  Period"),
commencing  July 1, 2001.(the  "Employment  Period"),  earlier  terminations  as
hereinafter  provided,  to render his full time services to the Company upon the
terms and  conditions  herein  contained,  in such  capacity.  In such  capacity
Employee shall report and be responsible to the Company's Board of Directors.

     B. Employee  hereby accepts the foregoing  employment and agrees to devote,
on a full-time basis, his best efforts, energy and skill to such employment.

     C. During the term of this Agreement,  Employee shall not, except as may be
permitted by the Board of Directors,  be employed by, work for, or be associated
with, directly or indirectly,  as an officer,  consultant,  employee,  or in any
other capacity,  any other business operation whether or not same is competitive
with the business of the Company.

     2. COMPENSATION AND EXPENSE REIMBURSEMENT.

     A. As base  compensation for Employee duly rendering his services  pursuant
to the terms of this  Agreement,  Company  agrees to pay and Employee  agrees to
accept a base salary of Ninety-Six  Thousand Dollars ($96,000) per annum payable
in equal installments,  twice monthly,  less such deductions or amounts as shall
be  required  to be  withheld  by  applicable  law or  regulation,  and  paid in
accordance  with the  Company's  payroll  practices.  Such base salary  shall be
subject to increase by the Board of Directors upon annual review. Employee shall
be eligible for bonus payments in accordance  with the Bonus Plan as approved by
the Board of Directors.

     B. Company  shall pay or reimburse  Employee for travel and other  expenses
reasonably  incurred by Employee in the  performance  of his services under this
Agreement during the Employment Period, upon presentation of expense statements,
vouchers or such other supporting documentation as may reasonably be required.

     3. FRINGE  BENEFITS.  Employee shall be entitled  (subject to the terms and
conditions of particular plans and programs), to all fringe benefits afforded to
other  employees of the Company,  including,  but not by way of limitation,  the
right to participate in any pension,  stock option,  retirement,  major medical,
group health, disability, accident and life insurance, relocation reimbursement,
and other employee benefit programs made generally available, from time to time,
by the Company except to the extent that Employee, pursuant to the terms of this
Agreement is already receiving such benefits from the Company.

     4. VACATIONS.  Employee shall be entitled,  during each employment year, to
four (4) weeks vacation, per annum, non-cumulative.

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     5. RENEWAL AND TERMINATION BY COMPANY.

     A. This  employment  Agreement shall renew by mutual written consent on the
thirtieth  month of its term for a two year  period  without  further  action by
either party, or until terminated, as provided herein.

     B.  Notwithstanding  the stated term of employment,  this Agreement and the
term of employment may be sooner  terminated by the Company for cause or for any
of the following reasons:

          (i) In the event Employee,  in the reasonable  opinion of the Company,
as  determined  by the Board of  Directors,  is unable by reason of  physical or
mental disability to continue the proper performance of his duties hereunder for
a period of three (3) consecutive  months, the Company may terminate  Employee's
employment  on a date thirty (30) days after the date on which the Company shall
have mailed written notice of such termination to Employee's last known address;

          (ii) The Employee's death;

          (iii)  Employee has committed an act of dishonesty,  theft,  substance
abuse,  intoxication,  unethical  business  conduct,  a  material  breach of the
Employment  Agreement,  or has been convicted of a felony;  all of the foregoing
shall be separately and collectively, known as "cause" for termination.

          (iv) The gross negligence, or Employee's intentional act or failure to
act  (collectively)  and  separately   hereinafter  called  "act"),   which  act
materially and adversely affects the business or affairs of the Company.

          (v) The willful failure,  refusal, or inability of Employee to perform
his  duties  as may,  from time to time,  be  delegated  to him by the  Company,
through the Board of Directors.

     6. NOTICE OF TERMINATION. Any purported termination by the Company shall be
communicated  by written  Notice of  Termination  to the other  party  hereto in
accordance with Section 18 hereof (except if the event given rise to termination
is Employee's death). For purposes of this Agreement,  a "Notice of Termination"
shall mean a notice which shall indicate the specific  termination  provision in
this  Agreement  relied upon and shall set forth in reasonable  detail the facts
and  circumstances  claimed to  provide a basis for  termination  of  Employee's
employment under the provision so indicated.

     7. COMPENSATION UPON TERMINATION OR DURING DISABILITY.

     A.  During  any  period  that the  Employee  fails to  perform  his  duties
hereunder  as a result of  incapacity  due to  physical or mental  illness,  the
Employee  shall  continue  to receive  his full base  salary at the rate then in
effect and all other compensation, until the Employee's employment is terminated
by the  Company  pursuant  to  Section 5 hereof,  and for a three  month  period
thereafter  (the three  month  period  shall  commence  on the date the  Company
notifies Employee of the Company's election to terminate Employee's  employment,
pursuant to the provisions of Section 5(B) hereof).

     B. If the Employee's  employment  shall be terminated for cause,  except as
herein  specifically  provided  to the  contrary  in the  event  the  cause  for
termination is death or disability,  the Company shall pay the Employee his full
base salary  through the date of  termination  at the rate in effect at the time
the  Notice  of  Termination  is given and the  Company  shall  have no  further
obligations to the Employee under this Agreement.

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     C. If the Employee's  employment by the Company shall be terminated without
cause, then the Employee shall be entitled to the benefits provided below:

          (i) The Company  shall pay the Employee an amount equal to one-half of
Employee's  annual  base  salary  at the rate in  effect  at the time  Notice of
Termination is given,  said payments to be made at the same time and in the same
manner, over a six month period, as if Emplyee had remained in the employ of the
Company; plus

          (ii) Any bonus to which the Employee would otherwise be entitled,  pro
rated to the effective date of termination; plus

          (iii) All other  amounts  payable  to the  Employee  and all  benefits
payable to him under any other plan or agreement relating to retirement benefits
or to  compensation  previously  earned and  deferred,  in  accordance  with the
respective  terms of such  plans or  agreements,  pro rated to a date  three (3)
months following the date of termination.

     8. TRADE SECRETS.

     A. Employee  acknowledges  that his employment by the Company,  which is in
the  business  of   three-dimensional   imaging,   will  enable  him  to  obtain
confidential   information   concerning  the  Company,   its   subsidiaries  and
affiliates,  and information  about the trade secrets the Company employs in its
business,  including but not limited to the  following:  research,  experiments,
inventions,  discoveries and improvements  conceived,  developed or worked on by
the Company, whether or not related to Company's business as it now exists; data
and information  about costs,  profit,  markets,  sales, key personnel,  pricing
policies;  technical,  scientific,  patent and  proprietary  information  and/or
processes; operational methods and other business affairs and methods, including
plans for future developments,  now known or available to Employee or the public
(all of which  is  hereinafter  collectively  referred  to as the  "Confidential
Information").  Confidential  Information  shall  also  mean  the  same as trade
secrets under the 2nd  Restatement  of Torts.  Employee and the Company  further
acknowledge  that the services to be  performed  under this  Agreement  are of a
special, unique, unusual and extraordinary character; the Company's products and
services will be marketed and licensed  throughout the United States and abroad,
and that the Company will be  competing  with other  organizations  which are or
could be  located  in any part of the  United  States  or  abroad.  Accordingly,
Employee  agrees  that he  shall  not  use for  himself  or  divulge  any of the
Confidential  Information to anyone  outside of the Company's  business and then
only  with the  prior  written  consent  of the  Company's  Board of  Directors.
Employee  further  acknowledges  that he is not now and has not in the past been
engaged  in any  business  related  to that of the  Company  (three  dimensional
imaging).  Accordingly,  Employee agrees that upon the termination of expiration
of this Agreement,  and for a period of two (2) years thereafter,  Employee will
not,  directly or indirectly,  alone or as a member or a  partnership,  or as an
officer,  employee,  director,  stockholder or consultant,  of or to any person,
firm or corporation engage in any business,  directly or indirectly, the same as
or similar to and/or  competitive with that of the Company as now constituted or
as may hereafter be constituted during the term of this Agreement (including its
successors or assigns) and during the two (2) year  restrictive  covenant period
set fourth above.

     B. As a condition  to the  employment  of the  Employee,  Employee  further
agrees to execute the Company's standard Confidentiality and EDAC Agreements and
such other  Confidentiality  Agreements  as may,  during the term of  Employee's
employment, be required by the Company of all employees in the Company's employ.
It is specifically  understood that the consideration  supportive of such latter
execution by Employee  will be the continued  employment  of Employee,  it being
specifically  understood that the failure or refusal of Employee to execute such
latter  documents  (provided  same is required of all  employees of the Company)
would constitute  cause for termination by the Company of Employee's  employment
hereunder.

     C. The  provisions  of this  Section 8 shall  survive  the  termination  or
expiration of this Agreement.

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     9. INJUNCTIVE RELIEF.

     A.  Employee  acknowledges  that his services to the Company are unique and
that the confidential information which will be divulged to the Employee will be
of such nature that the divulging of same by Employee to any other person,  firm
or  corporation  or the  utilization  thereof  by  Employee,  in  breach  of his
undertakings thereunder,  could cause the Company irreparable harm or damage for
which the Company  cannot be entirely  compensated by an award of money damages.
It is therefore  agreed that in addition to any other relief or remedy which may
be  available  to the  Company  in the event of the  breach by  Employee  of his
confidential  undertaking,   the  Company  may  seek  as  against  the  Employee
injunctive  relief,  and the Employee agrees that in the event such an action is
commenced by the Company against Employee which alleges,  in whole or in part, a
breach or  threatened  breach by Employee of his  confidential  undertaking,  to
consent,  and he  does  hereby  consent,  to the  issuance  by  the  Court  to a
preliminary  injunction  in favor of the Company  restraining  the Employee from
breaching his  confidential  undertaking  as set fourth  herein  pending a final
determination of such judicial  proceeding.  The provisions hereof shall survive
the termination or expiration of this Agreement.

     10. RETURN OF CONFIDENTIAL  INFORMATION.Upon  the termination or expiration
of this  Agreement,  Employee  shall  return  to the  Company  all  material  in
Employee's  possession or control which is of a confidential  matter relating to
the  Company's  business.  The  provisions  of this Section 10 shall survive the
termination or expiration of this Agreement.

     11.  Employee  shall be  indemnified  by the Company  against any liability
incurred in connection  with any proceeding in which Employee may be involved by
reason of his service as an officer,  director or employee of the Company except
where such liability  results from willful  misconduct or  recklessness or where
such indemnification is prohibited by applicable law.

     12.  SEVERABILITY.  The invalidity or  unenforceability of any term of this
Agreement shall not affect the validity or  enforceability  of this Agreement or
any of its  other  terms;  and this  Agreement  and such  other  terms  shall be
construed  as though the  invalid or  unenforceable  term(s)  were not  included
herein,  unless the effect would be to vitiate the parties'  fundamental purpose
in entering into the Agreement.

     13. REMEDIES  CUMULATIVE.  Except as otherwise  expressly  provided herein,
each of the rights and remedies of the parties set forth in this Agreement shall
be  cumulative  with all other  such  rights and  remedies,  as well as with all
rights and remedies of the parties otherwise available at law or in equity.

     14.  WAIVER.  The  failure of either  party at any time or times to require
performance  of any  provisions  hereof shall in no manner effect the right at a
later time to enforce the same. To be effective, any waiver must be contained in
a written  instrument signed by the party waiving  compliance by the other party
of the term or covenant as  specified.  The waiver by either party of the breach
of any term or covenant contained herein, whether by conduct or otherwise in any
one or more instances,  shall not be deemed to be, or construed as, a further or
continuing  waiver of any such  breach,  or a waiver of the  breach of any other
term or covenant contained in this Agreement.

     15. GOVERNING LAW. Employee agrees that this Agreement shall be governed by
the laws of the State of Arizona as applied by the courts of Arizona.

     16.  CAPTIONS.  Captions of articles and  paragraphs of this  Agreement are
included for convenient  reference only,  shall not be construed as part of this
Agreement and shall not be used to define,  limit, extend or interpret the terms
hereof.

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     17. WARRANTIES. Employee represents, warrants, covenants and agrees that he
has a right  to  enter  into  this  Agreement,  that  he is not a  party  to any
agreement  or  understanding  whether or not  written  which  would  prohibit or
restrict his  performance  of his  obligations  under this Agreement and that he
will not use in the  performance of his  obligations  hereunder any  proprietary
information of any other party which he is legally prohibited from using.

     18. NOTICE.  Any notice  required to be given pursuant to the provisions of
this Agreement  shall be in writing and sent by registered  mail, to the parties
at the following addresses:

     To the Employer:  Dimensional Visions Group, Ltd.
                       Attn: Board of Directors
                       2301 W. Dunlap, Suite 201
                       Phoenix, AZ 85021

     To the Employee:  Mr. John D. McPhilimy
                       27 W. Fellars Dr.
                       Phoenix, AZ 85021

     19. ASSIGNMENT. This Agreement shall inure to the benefit of and be binding
upon the Company,  its successors and assigns,  it being specifically agreed and
understood that in the event that the Company engages in a so-called "bulk sale"
of its assets,  this Agreement may, at the Company's option, for all purposes be
deemed an asset of the Company.

     20.  DEFINITION.  For purposes of this Agreement,  the term "Company" shall
mean the Company, its subsidiaries, its successors or assignees.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                       DIMENSIONAL VISIONS, INC.

                       By /s/ Lisa R. McPhilimy
                          ---------------------------------------------
                          Lisa R. McPhilimy
                          Chief Financial Officer, Secretary & Director


                       By: /s/ John D. McPhilimy
                          ---------------------------------------------
                          John D. McPhilimy, Individual

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