EXHIBIT 10.1


                       ENGAGEMENT AGREEMENT BY AND BETWEEN
                    RICHARD FARKAS, ESQ. AND IMAGING3, INC.,
                              DATED JANUARY 2, 2002



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                          AGREEMENT FOR LEGAL SERVICES

         DEAN  JANES,  individually  and on behalf  of  IMAGING  SERVICES,  INC.
(referred to in this  Agreement  as "CLIENT")  and The Law Offices of Richard D.
Farkas,  (hereinafter  "ATTORNEY" or "ATTORNEYS")  make this Agreement for legal
services,  effective  as of January  2, 2002.  This  Agreement  is  confidential
pursuant to California BUSINESS AND PROFESSIONS Code Section 6149.

         CLIENT's address and telephone information is:

                       DEAN JANES / IMAGING SERVICES, INC.
                            3200 West Valhalla Drive
                                Burbank, CA 91505
                      Telephone: 800-900-9729, 818-260-0930

         1. This Agreement addresses the specified legal services ATTORNEYS have
agreed to perform.  These services will be referred to herein as the "MATTER" or
"MATTERS".  Any  additional  services that have or will be requested will be the
subject  of a  separate  written  agreement,  to be  negotiated  and  signed  by
ATTORNEYS and CLIENT. In particular, and without limitation,  CLIENT agrees that
ATTORNEYS  have not been retained to provide,  and will not provide legal advice
or services  concerning  issues in tax,  probate,  estate planning,  securities,
worker's compensation, family, admiralty, criminal, or bankruptcy matters.

         2. MATTERS.  The services  which  ATTORNEYS  have agreed to perform and
which define the MATTER or MATTERS are services to assist  client in  connection
with recovery of unpaid amounts due, general legal consulting, representation in
connection  with pending,  threatened,  or anticipated  litigation,  and related
business matters,  as requested No other matters are included in this Agreement,
and  ATTORNEYS  will  not  perform  other  services  unless a  separate  written
agreement is made between  CLIENT and ATTORNEY.  Any  appellate  level work will
also require a separate written agreement  between CLIENT and ATTORNEY,  as will
any work in which ATTORNEY appears as counsel of record.

         3.  INFORMATION.  ATTORNEYS  will keep CLIENT  informed of  significant
developments in the MATTERS, and will provide to ATTORNEYS all books and records
reasonably  requested  to  assist  with the  MATTERS.  ATTORNEYS  shall  have no
obligation to report to CLIENT on all activities or developments in the MATTERS,
but only those they consider to be important or relevant.  ATTORNEYS will confer
with CLIENT  regarding  the  development  of CLIENT's  position  and will inform
CLIENT of the contents and legal effect of papers that are filed.  ATTORNEYS are
specifically  authorized  to  communicate  with  anyone they deem  necessary  or
appropriate to facilitate their investigative efforts.


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         4.  FEES.  CLIENT  will pay  ATTORNEYS  its fees and  expenses  for the
services ATTORNEYS perform.  For services related to this MATTER,  CLIENT's fees
will be computed on an hourly basis, plus costs, as described below.

         For  all  services  performed,  unless  otherwise  agreed  in  writing,
ATTORNEYS will be paid their currently-prevailing  hourly rates, which presently
are  Three-Hundred  and  Seventy-Five  Dollars  ($375.00)  per hour  for  senior
attorney  time,  Two-Hundred  and Fifty  Dollars  ($250.00)  per hour for junior
attorney  time,  plus  paralegal  and  associate  time  currently  approximating
Eighty-Five Dollars ($85.00).  Concurrent with this Agreement,  CLIENT shall pay
ATTORNEYS an advance retainer in the amount of One-Thousand Dollars ($1,000.00).
This is a "true  retainer,"  because  ATTORNEYS are immediately  foregoing other
legal  matters,  and are providing  immediate  attention to CLIENT on an exigent
basis. As a "true retainer,"  therefore,  the retainer set forth herein shall be
deemed  earned  at  the  time  of  the  signing  of  this   agreement,   and  is
non-refundable.

         CLIENT has been informed,  in accordance with  California  BUSINESS AND
PROFESSIONS  Code Section 6147 that the fee is not set by law, but is negotiable
between  ATTORNEYS  and CLIENT.  With respect to all aspects of this  Agreement,
including fees and waivers of conflicts, CLIENT acknowledges that he has had the
opportunity to consult with independent counsel.

         If CLIENT  recovers an amount that is denominated as "attorneys'  fees"
from any party,  those fees shall be paid to ATTORNEYS,  since it is agreed that
they were awarded for the purpose of compensating ATTORNEYS.

         ATTORNEYS may on occasion  divide fees earned under this Agreement with
lawyers  who are not  members  of The Law  Offices of  Richard  D.  Farkas.  Fee
divisions require client consent, as stated in Rule 2-200 of California RULES OF
PROFESSIONAL  CONDUCT.  CLIENT hereby  consents to such division of fees, in any
amounts and under such terms as may be set within the  discretion  of ATTORNEYS,
with the understanding that the total fees charged by all lawyers to CLIENT will
not be increased by reason of such  division,  and will be  consistent  with the
requirements of Rule 4-200.

         5.  EXPENSES.  CLIENT will pay ATTORNEYS,  as incurred,  their expenses
that are  related  to the  MATTER.  ATTORNEYS  expenses  which are to be paid by
CLIENT include numerous charges such as filing fees, copying, air fare, mileage,
lodging,  telecommunications,  videotaping and editing,  computerized  research,
computerized  spreadsheet  and database  support,  paralegal  charges,  experts,
consultants,   exhibits,   graphics,  imaging,  document  preparation,   exhibit
preparation,  storage,  word  processing,  messenger  charges,  court reporters,
receivers, referees or masters, investigators, translators, overtime charges and
jury research.  The firm uses both outside and employed  personnel to accomplish
the tasks for which expenses are charged.  Employee time is charged on an hourly
basis,  calculated  to tenths of hours.  CLIENT may be  requested to approve any
single expense prior to it being incurred.


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         CLIENT  acknowledges  that,  although  ATTORNEYS  may from time to time
provide  estimates  of expenses  that may be  incurred,  ATTORNEYS  have made no
promises  about the total  amount of fees or  expenses  to be incurred by CLIENT
under this Agreement.

         6.  STATEMENTS  AND  PAYMENTS.  ATTORNEYS  will  send  CLIENT  periodic
statements  indicating  expenses incurred and time expended and their basis, any
amounts applied from a deposit,  and any current balance owed. If no expenses or
time are incurred for a particular amount, or if they are minimal, the statement
may be held and combined with that for the following  month. Any time or expense
items not  objected to by CLIENT  within 30 days of mailing  will be  considered
accepted by CLIENT as reasonably incurred. Any balance will be paid by CLIENT in
full within 30 days after the statement is mailed.  When the retainer amount set
forth in paragraph 4 has been  exhausted,  CLIENT will replenish the retainer in
the same amount within 30 days.

         7. LATE FEES. Late fees will accrue on any balance unpaid after 30 days
from the date of the  statement.  The late fees on any unpaid balance will be at
the rate of 10% per annum,  applied to the total  balance  unpaid  after  thirty
days.

         8. ACCOUNTING. At the termination of ATTORNEYS' services in the MATTER,
if CLIENT has faithfully  performed all provisions of this Agreement and has not
breached any terms of the Agreement or any modifications thereto, ATTORNEYS will
prepare a final  accounting of all amounts  received by ATTORNEYS in the MATTER.
If the total of all amounts received exceeds the amount charged by ATTORNEYS for
their fees and expenses, ATTORNEYS will remit any excess to CLIENT.

         9.  FILES.  Regardless  of  any  termination  of  services  under  this
Agreement,  CLIENT agrees to pay storage or disposal expenses for all documents,
evidence or other  materials  that CLIENT leaves with  ATTORNEYS.  CLIENT agrees
that, after 60 days notice, ATTORNEYS may, at ATTORNEYS' discretion, destroy any
or all documents, evidence or other materials that CLIENT does not retrieve from
ATTORNEYS.

         10.  LIEN.  CLIENT  shall grant  ATTORNEYS a lien on the subject of the
MATTERS and any  recovery to secure  payment of amounts  due  ATTORNEYS.  CLIENT
shall, upon request, sign an agreement for lien in a form provided by ATTORNEYS.

         11. NO OTHER LIENS OR  ASSIGNMENTS.  CLIENT  represents  that he is the
sole owner of all claims and causes of action  involved  in the  MATTERS (if the
particular matter relates to an asserted claim or cause of action),  and that he
has not  previously  assigned,  transferred or conveyed any interest or right in
any claim,  cause of action or Recovery  related to the MATTERS.  CLIENT  agrees
that he will not,  without the prior written  consent of ATTORNEYS,  (a) assign,
transfer or convey,  in whole or in part, any right or interest in the MATTER or
in any claim,  cause of action or  Recovery  in the  MATTER;  (b) grant any lien
against the MATTER or in any claim, cause of action or Recovery in the MATTER.

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         12.  BREACHES OF THE  AGREEMENT.  In addition to other events which may
constitute a breach of this Agreement,  the parties agree that CLIENT'S  failure
to pay any of ATTORNEYS' fees and expenses when due, CLIENT's  initiation of any
insolvency procedure under State law, or CLIENT's filing of any proceeding under
the United States Bankruptcy law will be a breach of this Agreement.

         13.  RESPONSIBILITIES  OF ATTORNEYS AND CLIENT.  CLIENT  understands he
must  cooperate  with ATTORNEYS in the  development  of any  litigation.  CLIENT
understands  that litigants must be available for  depositions and the taking of
testimony,  must  provide all  documentary  evidence  that is  necessary  to the
litigation  or required by law, and the necessary  actions to locate,  catalogue
and obtain the documentary  evidence must answer written  questions posed by the
other side,  must make such  appearances  as may be  required  at  hearings  and
trials,  and must generally assist ATTORNEYS in understanding and presenting the
fact of the case.  CLIENT  understands  that he must be truthful and cooperative
with  ATTORNEYS,  to the  best of her  knowledge  and  ability,  keep  ATTORNEYS
reasonably   informed  of   developments,   remain   accessible   to  ATTORNEYS,
specifically  keep ATTORNEYS  advised of CLIENT's  current address and telephone
number, and timely make any payments required by this Agreement.  ATTORNEYS will
give  CLIENT  advance  notice  of the need to appear  at  depositions,  or other
proceedings,  the need to produce or review  documents  and other matters in the
litigation that will require the time and attention of CLIENT.

         14. DISCHARGE OF ATTORNEYS.  CLIENT may discharge ATTORNEYS at any time
by written  notice  effective  when received by ATTORNEYS.  Unless  specifically
agreed by ATTORNEYS and CLIENT,  ATTORNEY  will provide no further  services and
advance no further  expenses on MATTER  behalf after  receipt of the notice.  If
ATTORNEYS are  discharged  without  cause,  CLIENT will remain  obligated to pay
ATTORNEYS for all services  provided,  at their  then-current full hourly rates,
and to  reimburse  ATTORNEYS  for all  expenses  up to the  time of  receipt  by
ATTORNEYS of the notice of discharge. For CLIENT's reference, ATTORNEYS' current
hourly rates are listed in paragraph 4 of this  Agreement;  however,  such rates
may be changed from time to time by ATTORNEYS  with or without notice to CLIENT.
Such services  provided  include all  activities  undertaken in providing  legal
services  to CLIENT  under this  Agreement,  including,  but not limited to, the
following:   preparing  for  and  attending   conferences,   court  appearances,
depositions,  and trial;  preparing,  reviewing,  and analyzing  correspondence,
pleadings,  legal  documents,  and  evidence;  legal  research;   investigation;
meetings and telephone conversations.

         15.  WITHDRAWAL  OF  ATTORNEYS.  ATTORNEYS  may withdraw at any time as
permitted  under  the  RULES  OF  PROFESSIONAL  CONDUCT  of  the  State  Bar  of
California.  The  circumstances  under which the Rules either  require or permit
such withdrawal include, but are not limited to, the following: (a) the CLIENT's
conduct  renders  it  unreasonably  difficult  for  ATTORNEYS  to carry  out the
employment  effectively,  or (b) the  CLIENT  fails  to pay  attorney's  fees or
expenses  as required  by her  agreement  with  ATTORNEYS.  Without  limitation,
ATTORNEYS  may withdraw  from  representing  CLIENT at any time,  in  ATTORNEYS'
opinion, that the MATTER does not appear sufficiently  economically promising to
continue  pursuing.  If ATTORNEYS withdraw due to a breach by CLIENT of any term


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of this  Agreement,  CLIENT  will  remain  obligated  to pay  ATTORNEYS  for all
services  provided,  at their  then-current  full hourly rates, and to reimburse
ATTORNEYS  for all  expenses  up to the  time of  withdrawal  by  ATTORNEYS,  as
described above.

         16.  DISCLAIMER  OF GUARANTY.  Although  ATTORNEYS may offer an opinion
about possible results regarding the subject matter of this Agreement, ATTORNEYS
cannot guaranty any particular result.  CLIENT  acknowledges that ATTORNEYS have
made no promises about the outcome and that any opinion  offered by ATTORNEYS in
the future will not constitute a guaranty.  ATTORNEYS have not yet been provided
with CLIENT's  existing files,  and are being retained late in this  litigation,
with  proceedings  pending  and  impending  deadlines.  ATTORNEYS  shall  not be
responsible for consequences  resulting from their late hiring,  or inability to
take actions due to lack of time or information.

         17.  ARBITRATION.  CLIENT has been  informed  that all clients have the
right to have fee disputes arbitrated by the Los Angeles County Bar Association.
Whether or not CLIENT elects to have any fee dispute with  ATTORNEYS  arbitrated
by the Los  Angeles  County Bar  Association,  CLIENT and  ATTORNEYS  agree that
should any dispute, claim or controversy arise regarding their relationship, the
terms of this Agreement,  the services  provided under the Agreement  (including
the  competency  of any  services  provided)  or in any  way  arising  out of or
relating to this Agreement or any  modification to this  Agreement,  the dispute
will be finally determined by binding  arbitration before an independent private
judge who has  retired  from the Los  Angeles  Superior  Court or United  States
District Court for the Central District of California.  The independent  private
judge shall follow the  California  State rules of evidence.  Any matter that is
not submitted to or is not resolved by the Los Angeles  County Bar  Association,
and any matter that remains  unresolved  due to any  rejection or vacating of an
award by the Los Angeles  County Bar  Association,  must be  submitted  to final
binding  arbitration  in this matter.  CLIENT and ATTORNEYS  specifically  waive
their rights to a jury trial of any dispute  concerning legal services  provided
by  ATTORNEYS.  All  arbitrator's  fees will be  initially  apportioned  equally
between the parties,  but the arbitrator shall  reapportion  arbitration fees as
part of the award of costs in favor of the prevailing party. All proceedings and
hearings will take place in Los Angeles,  California.  The parties elect to have
the  substantive  law of California  apply to the  arbitration,  but the parties
acknowledge that the activities under this agreement affect interstate  commerce
and the parties  elect to apply the  procedural  law of the Federal  Arbitration
Act. The parties agree that  arbitration  can be compelled by a court located in
Los Angeles County, California, that arbitration cannot be avoided by the filing
of any other lawsuit or proceeding,  and that provisional or ancillary  remedies
can be sought without waiver of arbitration rights.

         CLIENT has had an  opportunity  to discuss this  agreement to arbitrate
with ATTORNEYS,  and with anyone else of CLIENT'S  choosing.  CLIENT understands
that,  if CLIENT has any  questions or concerns,  CLIENT can obtain  advice from
independent  counsel  regarding  the agreement to arbitrate or any other term of
this  Agreement.  CLIENT  understands  that this agreement to arbitrate gives up
CLIENT'S  rights to sue or defend  in Court,  to have a jury or active  judge to
hear  and  determine  the  dispute,  to  conduct  discovery  and to  appeal  any
determination  by the  arbitrator.  Knowing  that this  agreement  to  arbitrate
deprives them of legal rights,  CLIENT and ATTORNEYS  freely and knowingly waive
those rights and enter into this agreement to arbitrate.

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         18. NOTICE/JURISDICTION.  The parties agree that notice of any claim or
arbitration,  service of process,  notice,  motion or other  application  may be
served by first class mail,  e-mail,  telegraph or telecopier on either party at
their regular business address.  Furthermore, the parties confer jurisdiction on
the State and Federal  courts in the County of Los  Angeles for the  purposes of
compelling  arbitration  and  enforcing  any  arbitration  award,  as well as to
provide any provisional or ancillary  relief,  and the parties expressly reserve
any removal rights they may have under Federal law.

         19. WAIVER OF CONFLICTS;  INSURANCE COVERAGE.  CLIENT has not disclosed
to ATTORNEYS any matters which, to the parties' knowledge,  constitute potential
or actual  conflicts of interest.  CLIENT has been advised that  ATTORNEYS  have
represented Richard Stellar, who is affiliated with CLIENT, and will continue to
do so.  CLIENT  specifically  and  knowingly  waives  and  actual  or  potential
conflicts that may result from  ATTORNEYS'  representation  of Richard  Stellar,
and  authorize   unfettered   communication   with  Richard  Stellar  concerning
representation of CLIENT in the MATTERS. The California BUSINESS AND PROFESSIONS
Code  requires  ATTORNEYS  to notify  CLIENT as to the  existence  of errors and
omissions  insurance  coverage  applicable  to the  services  to be  rendered to
CLIENT. ATTORNEYS confirm that such coverage is maintained.

         20. NO PRIOR SERVICES OR OPINIONS. CLIENT acknowledges and agrees that,
although  communications  have  taken  place  between  ATTORNEYS  and CLIENT and
individuals  affiliated  with  CLIENT  which  may  relate  to  or  concern  this
Agreement,  or the MATTERS  which are the subject of this  Agreement,  no formal
representation has been undertaken prior to the execution of this Agreement, and
nothing ATTORNEYS have communicated shall be relied upon as statements of advise
or opinion.  Moreover,  no formal representation will be deemed to have occurred
prior to ATTORNEYS receipt of the agreed retainer payment.  CLIENT  acknowledges
that he has not relied  upon or acted  upon any  communications  with  ATTORNEYS
prior to the date of this Agreement.  CLIENT thus specifically  waives the right
to assert that formal  claims  should have been filed by ATTORNEYS  prior to the
expiration of any statute of limitations.

         21.  AUTHORITY  TO ACT;  BINDING  NATURE OF  AGREEMENT.  CLIENT has the
absolute  and  unrestricted  right,  power and  authority  to enter  into and to
perform her  obligations  under this Agreement.  This Agreement  constitutes the
legal,  valid and  binding  obligation  of the CLIENT,  enforceable  against the
CLIENT in accordance with its terms,  subject to (i) laws of general application
relating to bankruptcy,  insolvency and the relief of debtors, and (ii) rules of
law  governing  specific  performance,  injunctive  relief  and other  equitable
remedies.










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         22. ENTIRE AGREEMENT.  This written agreement, in addition to any other
concurrently-executed  written  agreement,   constitutes  the  entire  agreement
between the parties as of the date of this Agreement.

         THE FOREGOING AGREEMENT,  INCLUDING THE TERMS REQUIRING  ARBITRATION OF
DISPUTES,  NON-REFUNDABLE  RETAINER,  WAIVERS OF CONFLICTS,  COMMUNICATIONS WITH
DESIGNATED AGENT, AND THE RIGHT TO INDEPENDENT COUNSEL, IS UNDERSTOOD AND AGREED
TO BY THE UNDERSIGNED ATTORNEY AND CLIENT.


         DATED: January 2, 2002             DATED: January 2, 2002

         ATTORNEYS:                         CLIENT:

         LAW OFFICES OF                     DEAN JANES, INDIVIDUALLY, AND
         RICHARD D. FARKAS                  IMAGING SERVICES, INC.




         By /s/Richard D. Farkas            By /s/Dean Janes
         RICHARD D. FARKAS                  DEAN JANES




































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