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                                   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.

                  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.

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                          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.


Dicom Imaging Systems, Inc.


/s/ Paul Fernandez
Paul Fernandez, CFO
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