Dimensional Visions, Inc. (DVUI.OB)
          Letter of Agreement for a Private Equity Line of Common Stock
                            Pursuant to Regulation D

EQUITY LINE COMMITMENT AMOUNT: $20 million

COMPANY: Dimensional Visions. ("Dimensional Visions")

SUBSCRIBER: Swartz Private Equity, LLC ("Swartz")

SUBSCRIPTION:  Swartz shall execute an irrevocable  Investment Agreement for the
purchase of Common  Stock from  Dimensional  Visions up to an  aggregate  amount
equal to $20 million (the "Equity Line").

SECURITIES PURCHASE COMMITMENT:  Swartz shall make a firm commitment to purchase
securities  under  the  Equity  Line as  described  herein  and  shall  sell the
securities under a qualified prospectus. The Private Equity Line shall be placed
to Swartz under Regulation D.

EQUITY LINE: Subject to an effective Registration Statement and ending 36 months
from the effective  Registration date,  Dimensional Visions shall have the right
at its sole discretion to put Common Stock (each, a "Put") to Swartz, subject to
the dollar amount  limitations and conditions  described below. The date of each
Put is referred to as the "Put Date."

PURCHASE  PRICE OF COMMON  SHARES:  Swartz shall  purchase  Dimensional  Visions
Common  Stock for each Put,  at a purchase  price per share  equal to 91% of the
"Market  Price" (as  defined  below),  subject  to a Floor  Price  specified  by
Dimensional Visions under its Floor Price option defined below.

MARKET  PRICE:  "Market  Price" shall equal the lowest  closing bid price of the
Common  Stock  during the 20 business  days  following  each Put Date  ("Pricing
Period").

FLOOR  PRICE:  Dimensional  Visions,  at its  option,  may select a Floor  Price
("Floor Price") for any specified Put below which  Dimensional  Visions will not
sell shares to Swartz under that Put.

AMOUNT OF EACH PUT AND PRICING PERIOD:  The dollar amount sold to Swartz in each
Put may be up to $2 million, but the number of shares sold in each Put shall not
exceed a share Volume Limitation  ("Volume  Limitation")  equal to the lesser of
(i) 1.5 million shares or (ii) 15% of the aggregate trading volume of the Common
Stock traded on the company's  primary  exchange  during any Pricing  Period for
such Put,  excluding any days ("Excluded Days") where the lowest intra-day price
is less than the Trigger Price (if applicable), where the "Trigger Price" equals
the Company specified Floor Price, divided by 0.91.

PURCHASE WARRANT:  For each Put, Swartz shall receive an amount of warrants (the
"Purchase  Warrants")  equal to 15% of the number of shares purchased under such
Put, exercisable at an Exercise Price equal to the Market Price for each Put.

CONDITIONS  TO EACH PUT: The following  conditions  must be met on each Put Date
unless otherwise mutually agreed between Swartz and Dimensional Visions: (a) The
Common  Stock shall be trading on the New York Stock  Exchange,  American  Stock
Exchange,  or NASDAQ Market System (including NASDAQ small cap or Bulletin Board
Systems).  (b) At least 5 Business days shall have passed since the last Pricing
Period  End Date of the prior  Put.  (c)  Dimensional  Visions  shall have given
Swartz a minimum of 10-business day's notice prior to each Put (unless waived by
Swartz). (d) A Registration  Statement is effective for the resale of the Common
Stock issued pursuant to each Put.

REGISTRATION:  Dimensional Visions shall file a Registration Statement within 45
days of closing for the resale of the Common  Stock  purchased  under the Equity
Line.
<PAGE>
WARRANT   COMMITMENT  FEE:  As  compensation  to  enter  into  the  Equity  Line
Commitment,  Swartz shall receive, upon execution of this Letter of Agreement, a
Warrant to purchase  1,190,000  shares of Dimensional  Visions Common Stock (the
"Commitment  Warrants").  Of the Commitment  Warrants  received,  396,000 shares
shall be exercisable  upon the end of the "Document  Review  Period," as defined
below; 396,000 shares shall be exercisable upon the execution by both parties of
the  Investment  Agreement  as  defined  below;  and  398,000  shares  shall  be
exercisable  upon the  sooner of (i) the date that is 6 months  from the date of
this  Letter  of  Agreement  or (ii)  the  date of  registration  effectiveness.
Furthermore,  during the Equity Line Term on each six month  anniversary  of the
closing,  Swartz shall receive Additional Warrants, if necessary,  such that the
sum of the number of Commitment  Warrants and the number of Additional  Warrants
issued to Swartz shall equal at least Y%, where Y% is defined as follows:  First
six month  anniversary of closing,  "Y" shall equal 7%, and "Y" shall be reduced
by 0.5% for every  six  month  anniversary  thereafter  through  the term of the
Equity Line. The Commitment  Warrants and the Additional  Warrants shall have an
exercise  price  equal to the lesser of (i) the lowest  closing  price for the 5
trading  days prior to Swartz'  execution of the Equity Line Letter of Agreement
or (ii) the  lowest  closing  price for the 5 trading  days prior to the date of
Swartz' execution of all Closing Documents.

SWARTZ'S DELIVERY OF LEGAL DOCUMENTATION AND REVIEW BY COMPANY:  Upon receipt by
Swartz of the Commitment Warrants executed by Dimensional Visions,  Swartz shall
deliver to  Dimensional  Visions all legal  documentation  required to close the
Equity Line  transaction (the "Closing  Documents").  During the 15-business day
period following  receipt of the Closing  Documents by Dimensional  Visions (the
"Document  Review  Period"),  Dimensional  Visions and its legal  counsel  shall
review the Closing  Documents and negotiate  any  necessary  modifications  with
Swartz's legal counsel.  Should  Dimensional  Visions wish to reject the Closing
Documents (as modified by mutual agreement),  Dimensional  Visions shall provide
Swartz  written  notice of such rejection (an  "Unacceptable  Document  Notice")
prior to the last day of the Document Review Period,  in which case Swartz shall
return the Commitment Warrants within 2 business days of such written notice and
the Equity Line Commitment by Swartz shall be terminated. Unless a Due Diligence
Notice (as defined below) is transmitted by Swartz to Dimensional  Visions or an
Unacceptable  Document  Notice is transmitted  by Dimensional  Visions to Swartz
prior to the end of the "Document Review Period," the Commitment  Warrants shall
irrevocably vest with Swartz.

SWARTZ DUE DILIGENCE PERIOD: During Dimensional Visions's 15-day Document Review
Period Swartz shall conduct its Due Diligence of Dimensional Visions in order to
finalize its irrevocable commitment to the Equity Line transaction. In the event
that Swartz  notifies  Dimensional  Visions in writing  during such period that,
based upon its Due  Diligence  Review,  Swartz  elects  not to proceed  with the
obligations under this Agreement (a "Due Diligence Notice"),  this Agreement and
the  Commitment  Warrants shall become null and void and Swartz shall return the
Commitment Warrants to Dimensional Visions.

NON USAGE FEE: After a registration statement is filed and declared effective by
the SEC the following shall apply. In the event Dimensional Visions fails to Put
Swartz  $1,000,000  during  each  12  month  period  of the  Equity  Line  term,
Dimensional Visions shall pay Swartz a Non Usage Fee equal to $100,000, less 10%
of the dollar amount Put to Swartz  during the 12 month period.  Notwithstanding
the above,  Dimensional Visions shall not be required to pay a Non Usage Fee for
any 12 month period  during which  Dimensional  Visions has  delivered a maximum
number of Put  Notices  ("Put  Notices")  to Swartz  allowed  by the  Investment
Agreement,  and each such Put is for the maximum number of shares allowed by the
Volume Limitation (as defined above).

WARRANTS  REFERENCED IN THIS AGREEMENT:  Warrants  referenced  herein shall have
piggyback registration rights, reset provisions, anti-dilution provisions due to
dilutive stock issuances and shall have a 10-year term.
<PAGE>
PRESS RELEASES RELATION TO THE FINANCING:  Any public  announcement  relating to
this financing (a "Press  Release")  shall be submitted to Swartz a minimum of 2
business  days prior to release.  Swartz shall provide  written  approval of the
press release prior to any public announcement by Dimensional Visions.


SWARTZ PRIVATE EQUITY, LLC
By: /s/ Eric Swartz
   ---------------------------------
Eric Swartz, Manager
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Date: 9/8/00
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DIMENSIONAL VISIONS, INC.
By: /s/ John D. McPhilimy
    --------------------------------
Print Name: John D. McPhilimy
            ------------------------
Title: Chairman
       -----------------------------
Date: 8/29/2000
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