EXHIBIT 10.05

                              CONSULTING AGREEMENT

         AccuImage Diagnostics Corp, a Nevada corporation ("AccuImage"), and Ray
Vallejo.  ("Vallejo"),  an individual  resident of  California,  enter into this
Consulting Agreement ("Agreement"), as of January 1, 2004.

         RECITALS

         A. AccuImage  wishes to employ Vallejo as its Chief Operating  Officer,
and once  Vallejo  is  employed,  to  retain  him,  in order to avail  itself of
Vallejo's experience, skills, and knowledge.

         B. Vallejo wishes to be employed as AccuImage's  Acting Chief Operating
Officer and, once reteined, to be assured of security in his position.

         C. AccuImage and Vallejo wish to enter into this Agreement on the terms
and conditions set forth below.

         AGREEMENT

         1.       TERM.

         1.1  AccuImage  shall  employ  Vallejo  as its Acting  Chief  Operating
Officer for twenty-four months,  commencing on January 1, 2004. Unless AccuImage
or Vallejo  gives notice of its or his intention not to renew in accord with the
notice  requirements of Paragraph 10.2 this Agreement shall be deemed renewed at
the expiration of its twenty-four month term on all of its terms and conditions.

         1.2. If this  Agreement is renewed  under the  provisions  of Paragraph
1.1,  AccuImage and Vallejo shall confer,  as soon as is  practicable  after the
commencement  of the  renewal  term,  and  shall  negotiate  in good  faith  the
adjustment of Vallejo's compensation and position/duties during this Agreement's
renewal  term.  Should  AccuImage  and Vallejo fail to meet or to agree upon the
adjustment of Vallejo's  compensation  within  fifteen days after the renewal of
this  Agreement,  AccuImage  may,  upon two day's written  notice,  unilaterally
adjust the  compensation  by amounts that,  under the  circumstances,  AccuImage
reasonably  believes will compensate  Vallejo fairly for his services during the
renewal term. In that event, Vallejo, without penalty or liability for AccuImage
or Vallejo,  and upon fifteen days' written notice, may terminate this agreement
as of the effective date of the compensation adjustment, unless AccuImage agrees
on or before such  effective  date to any  compensation  adjustment  demanded by
Vallejo in his written notice.

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         2.        VALLEJO'S DUTIES.

         2.1 In his capacity as AccuImage's  Chief  Operating  Officer,  Vallejo
shall  perform all acts or services and do all things  necessary or advisable to
manage  or  conduct  AccuImage's  business,  subject  to  the  policies  set  by
AccuImage's board of directors and its Chief Executive  Officer,  Avi Faliks. In
this role Ray Vallejo will report to the CEO, Avi Faliks.  Vallejo's  duties are
outlined in Appendix A.

         2.2 Vallejo  shall devote the majority of his full time,  ability,  and
attention to AccuImage's  business and during this time, shall not engage in any
other business or render any services of a business, commercial, or professional
nature to or on behalf of any other person or enterprise  that will interfere or
compete with AccuImage or present a conflict of interest.

         2.3 Vallejo shall not misuse, misappropriate,  or, except as authorized
by  AccuImage's  board  of  directors,  disclose  to  persons  not  employed  by
AccuImage,  any  confidential  information  concerning  AccuImage so long as the
information is reasonably subject to characterization as a "trade secret" within
the meaning of California  Civil Code Section  3426.1 (d) as that section exists
on the  date  of  this  Agreement  is  executed  or  renewed.  The  confidential
information  subject to the prohibition in this paragraph  includes,  but is not
limited to, information  concerning  finances,  personnel,  customers,  computer
operations and programs, research and development, products, or services.


         3.       VALLEJO'S COMPENSATION.

         3.1 During the term of this Agreement Vallejo's AccuImage  compensation
shall be the sum of  $10,500.00  per  month to be paid 2 times  per month at the
normal AccuImage pay periods. In addition,  if AccuImage's sales from January 1,
2004 to July 1, 2004 exceed $525,000  Vallejo will receive a $25,000 bonus to be
paid by July 15,  2004.  Further,  if  AccuImage's  sales  from  July 2, 2004 to
December 31, 2004 exceed  $725,000  Vallejo  will receive a $25,000  bonus to be
paid by January 15, 2005. The final amount of AccuImage sales will be calculated
according to AccuImage's  revenue  recognition  policies.  If the full amount of
sales are not  reached for each  period,  the bonus will be prorated to the % of
sales met in each period.

         3.2 As  additional  incentive,  subject to the approval of the Board of
Directors and the company's  options  policy in effect,  Vallejo will be granted
common  stock  options  to  shares of  company.  Amount  of such  grant  will be
determined  by the Board of  Directors.  A  suggested  package  of common  stock
options is presented in Schedule B.

         4.       REIMBURSEMENT OF VALLEJO'S REASONABLE BUSINESS EXPENSES.

         AccuImage  shall  promptly   reimburse  Vallejo  for  all  pre-approved
business  expenses incurred by Vallejo in the discharge of his duties under this
agreement,  so long as the  expenditures  qualify as proper business  deductions
under the Internal Revenue Code, and they are properly  substantiated by Vallejo
with documentation  adequate to establish their deductibility under the Internal
Revenue Code.

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         6.  TERMINATION.

         6.1. This  Agreement  shall be terminated  upon  Vallejo's  disability,
death  or  upon  Vallejo's  voluntary  resignation,  termination  for  cause  or
retirement.

         6.2 If Vallejo's employment terminates for "Cause" (as defined herein),
Vallejo  shall not be entitled to  compensation  as provided in this  Agreement.
"Cause"  is  defined as (i) an act of  personal  dishonesty  taken by Vallejo in
connection  with his  responsibilities  as an employee and intended to result in
personal  enrichment  of Vallejo,  (ii)  Vallejo's  conviction  of, plea of NOLO
CONTENDERE to, a felony,  (iii) a willful act by Vallejo which constitutes gross
misconduct and which is injurious to the Company, and (iv) following delivery to
Vallejo of a written demand for performance from the Company which describes the
basis for the Company's belief that Vallejo has not substantially  performed his
duties, continued violations by Vallejo of Vallejo's obligations to the Company.
The notice of termination under the provisions of this paragraph shall state the
grounds for termination and state all relevant facts supporting the grounds.

         6.3 At will  termination  can occur with two weeks notice by AccuImage.
AccuImage  can decide if it wishes for Vallejo to continue his duties during the
two weeks following  notice.  At will  termination  will result in the immediate
vesting of all of Vallejo's common stock options granted to him.

         7. EFFECT OF MERGER, TRANSFER OF ASSETS, OR DISSOLUTION. This Agreement
shall be terminated by a voluntary or  involuntary  termination  of  AccuImage's
existence resulting from a merger or consolidation in which AccuImage is not the
consolidated or surviving  entity or a transfer of all or  substantially  all of
AccuImage's  assets.  If such a merger,  consolidation,  or  transfer  of assets
occurs,  AccuImage's  obligations  shall  not be  delegated  to  the  surviving,
resulting, or transferee entity. Additionally,  such a merger, consolidation, or
transger  of assets  will result in the  immediate  vesting of all of  Vallejo's
common stock options granted to him.

         8.  OWNERSHIP  OF  INTANGIBLES.  All  research,  development,  designs,
processes,  inventions,  copyrights, patents, trademarks, service marks, and the
like that Vallejo  conceives or develops while this Agreement is in effect shall
be AccuImage 's property.  Vallejo shall execute and deliver to AccuImage a copy
of  AccuImage's   standard  employee   confidentiality  and  proprietary  rights
agreement.

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         9. NON-COMPETITION BY VALLEJO AFTER TERMINATION

         9.1.  Immediately  upon  termination of this  Agreement,  Vallejo shall
immediately  deliver  to  AccuImage  all of  AccuImage's  property  then  in his
possession or under his controls.

          9.2 For a period  of one year  after  termination  of this  Agreement,
Vallejo agrees not to compete  unfairly,  whether  directly or indirectly,  with
AccuImage.  For purposes of this paragraph,  to "compete unfairly" is to (a) use
or provide to third parties  property that is owned by AccuImage under Paragraph
9; (b) use or provide to third parties trade  secrets  within the  definition of
California Civil Code Section 3426.1 (d) as that section exists on the date this
Agreement  is  executed or renewed;  (c) compete or to assist  third  parties to
compete with  AccuImage for the business of AccuImage 's customers  with respect
to the services  offered by AccuImage on the date this  Agreement is terminated;
or (d) attempt to induce or assist third parties to induce or attempt to induce,
any of AccuImage 's employees to terminate  employment with AccuImage and obtain
employment by any person or entity that competes with AccuImage .

         10.      MISCELLANEOUS PROVISIONS.

         10.1.  This Agreement is made in and is subject to the law of the State
of California.

         10.2 Notices to be given in writing  shall be  transmitted  by personal
delivery or by certified mail, return receipt requested,  addressed as set forth
below or to another address given through written notice under the provisions of
this paragraph:

         If to AccuImage:                            If to Vallejo

         AccuImage, Inc                              Ray Vallejo
         Attention:  Board of Directors              18236 Seebree Lane
         501 Grandview Avenue Suite 100              Monte Sereno, CA 95030
         South San Francisco, CA 94080

Notices  delivered  personally  shall be deemed  communicated  as of the date of
receipt. Mailed notices shall be deemed communicated as of the date of mailing.

         10.3 This Agreement is AccuImage's and Vallejo's  entire agreement with
respect to Vallejo's employment and it supersedes all other agreements,  whether
written or oral,  between them. Each  acknowledges  there is no  representation,
inducement,  promise, or agreement,  whether oral or in writing, with respect to
this Agreement's subject matter that is not incorporated into this Agreement.

          10.4  This  Agreement  is  subject  to the  approval  of the  Board of
Directors of AccuImage Diagnostic Corp.

          Executed at South San Francisco, California    Date: 02/03/04

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                                            AccuImage Diagnostics Corp

                                            By /s/ A. FALIKS
                                              ________________________
                                              CEO

     Executed at Los Gatos, California

      Date:02/02/04

                                            Ray Vallejo

                                            /s/ RAY VALLEJO
                                            __________________________


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                                   APPENDIX A

                                VALLEJO'S DUTIES:

We need to agree on the  responsibilities  of the COO during  this  twelve  (12)
month period.


Signature authority (up to $20,000 per signature):
         Checks
         P.O.
         Licensing
         Inventory
         Expenses
         Old Debt
         Salaries


Functional:
         Budgets
         P&L
         Engineering
         Customer Support
         Sales
         Marketing
         Human Resources





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                                   APPENDIX B


                Suggested Stock Option Terms and Vesting Schedule


o        100,000 shares at $.04, fully vested immediately.

o        500,000  shares will be issued at the February  2004 Board of Directors
         Meeting. Vesting to be over 8 quarters beginning with the October 2003,
         the beginning of the 2005 Fiscal Year.  Vesting at 15% each quarter for
         the first 4  quarters.  Vesting at 10% each  quarter for the 4 quarters
         following.

         250,000  committed at $.10 and 250,000 committed at the "strike" price,
         but not higher than $.15 when  approved at the  February  2004 Board of
         Directors Meeting.






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