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.


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Dicom Imaging Systems, Inc.


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


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