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                                   Exhibit 4.1

                          CONSULTING SERVICES AGREEMENT

         This Consulting  Services  Agreement  ("Agreement"),  dated December 2,
2003, is made by and between  Azalea  Holdings,  Ltd. P.A.  ("Consultant"),  and
Dtomi, Inc., a Nevada corporation ("Client").

         WHEREAS,  Consultant has extensive  background in the area of providing
companies  with  access to business  opportunities  that  complement  their core
businesses;

         WHEREAS,  Consultant  desires  to  be  engaged  by  Client  to  provide
consulting services regarding  introducing the Client to business  opportunities
that  complement  the Air Spring Axle on the terms and subject to the conditions
set forth herein (the "Services");

         WHEREAS,  Client is a publicly held  corporation  with its common stock
shares  trading on the Over the Counter  Bulletin  Board under the ticker symbol
"DTOI," and desires to further develop its business and customers; and

         WHEREAS, Client desires to engage Consultant to provide the Services in
its area of knowledge and  expertise on the terms and subject to the  conditions
set forth herein.

         NOW, THEREFORE, in consideration for those services Consultant provides
to Client, the parties agree as follows:

1.       Services of Consultant.

         Consultant  agrees  to  perform  for  Client  the  Services.   As  such
Consultant  will  provide  bona fide  services  to Client.  The  services  to be
provided  by  Consultant  will not be in  connection  with the  offer or sale of
securities in a capital-raising transaction, and will not directly or indirectly
promote or maintain a market for Client's securities.

2.       CONSIDERATION.

         Client agrees to pay Consultant,  as his fee and as  consideration  for
services provided, Five Hundred Thousand (500,000) shares of common stock of the
Client.

3.       CONFIDENTIALITY.

         Each party agrees that during the course of this Agreement, information
that is  confidential  or of a proprietary  nature may be disclosed to the other
party,  including,  but not limited to,  product and business  plans,  software,
technical processes and formulas,  source codes,  product designs,  sales, costs
and other unpublished financial information,  advertising revenues, usage rates,
advertising  relationships,   projections,  and  marketing  data  ("Confidential
Information").  Confidential  Information shall not include information that the
receiving party can  demonstrate  (a) is, as of the time of its  disclosure,  or
thereafter  becomes  part of the public  domain  through a source other than the
receiving  party,  (b) was  known to the  receiving  party as of the time of its
disclosure,  (c) is  independently  developed by the receiving  party, or (d) is
subsequently  learned from a third party not under a confidentiality  obligation
to the providing party.


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4.       LATE PAYMENT.

         Client shall pay to Consultant all fees within fifteen (15) days of the
due date.  Failure of Client to finally  pay any fees within  fifteen  (15) days
after  the  applicable  due date  shall  be  deemed a  material  breach  of this
Agreement,  justifying suspension of the performance of the Services provided by
Consultant, will be sufficient cause for immediate termination of this Agreement
by Consultant. Any such suspension will in no way relieve Client from payment of
fees,  and, in the event of collection  enforcement,  Client shall be liable for
any costs associated with such collection,  including, but not limited to, legal
costs, attorneys' fees, courts costs, and collection agency fees.

5.       INDEMNIFICATION.

(A)      CLIENT.

         Client agrees to indemnify,  defend, and shall hold harmless Consultant
and/or his agents,  and to defend any action  brought  against said parties with
respect to any claim,  demand,  cause of action,  debt or  liability,  including
reasonable  attorneys' fees to the extent that such action is based upon a claim
that:  (i)  is  true,  (ii)  would  constitute  a  breach  of  any  of  Client's
representations, warranties, or agreements hereunder, or (iii) arises out of the
negligence or willful misconduct of Client.

(B)      CONSULTANT.

         Consultant agrees to indemnify, defend, and shall hold harmless Client,
its directors,  employees and agents, and defend any action brought against same
with respect to any claim, demand, cause of action, debt or liability, including
reasonable  attorneys' fees, to the extent that such an action arises out of the
gross negligence or willful misconduct of Consultant.

(C)      NOTICE.

         In claiming any indemnification  hereunder, the indemnified party shall
promptly provide the indemnifying  party with written notice of any claim, which
the  indemnified  party  believes  falls  within  the  scope  of  the  foregoing
paragraphs.  The indemnified party may, at its expense, assist in the defense if
it so chooses,  provided that the indemnifying party shall control such defense,
and  all  negotiations  relative  to the  settlement  of  any  such  claim.  Any
settlement intended to bind the indemnified party shall not be final without the
indemnified party's written consent, which shall not be unreasonably withheld.


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6.       TERMINATION AND RENEWAL.

(A)      TERM.

         This Agreement shall become effective on the date appearing next to the
signatures below and terminate one (1) year thereafter.  Unless otherwise agreed
upon in writing by Consultant and Client, this Agreement shall not automatically
be renewed beyond its Term.

(B)      TERMINATION.

         Either party may terminate  this Agreement on thirty (30) calendar days
written notice, or if prior to such action, the other party materially  breaches
any of its  representations,  warranties or  obligations  under this  Agreement.
Except as may be  otherwise  provided in this  Agreement,  such breach by either
party  will  result  in the other  party  being  responsible  to  reimburse  the
non-defaulting  party for all costs incurred  directly as a result of the breach
of this Agreement, and shall be subject to such damages as may be allowed by law
including all attorneys' fees and costs of enforcing this Agreement.

(C)      TERMINATION AND PAYMENT.

         Upon any termination or expiration of this Agreement,  Client shall pay
all unpaid and  outstanding  fees through the effective  date of  termination or
expiration  of this  Agreement.  And upon  such  termination,  Consultant  shall
provide and deliver to Client any and all  outstanding  services due through the
effective date of this Agreement.

7.       MISCELLANEOUS.

(A)      INDEPENDENT CONTRACTOR.

         This Agreement  establishes an  "independent  contractor"  relationship
between Consultant and Client.

(B).     RIGHTS CUMULATIVE; WAIVERS.

         The rights of each of the parties under this Agreement are  cumulative.
The rights of each of the parties hereunder shall not be capable of being waived
or varied other than by an express  waiver or variation in writing.  Any failure
to exercise or any delay in exercising any of such rights shall not operate as a
waiver or  variation of that or any other such right.  Any  defective or partial
exercise of any of such rights shall not preclude any other or further  exercise
of that or any other such right.  No act or course of conduct or  negotiation on
the part of any party shall in any way preclude such party from  exercising  any
such right or constitute a suspension or any variation of any such right.


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(C)      BENEFIT; SUCCESSORS BOUND.

         This  Agreement  and  the  terms,  covenants,  conditions,  provisions,
obligations,  undertakings,  rights, and benefits hereof, shall be binding upon,
and shall  inure to the  benefit of, the  undersigned  parties and their  heirs,
executors, administrators, representatives, successors, and permitted assigns.

(D)      ENTIRE AGREEMENT.

         This Agreement  contains the entire agreement  between the parties with
respect  to the  subject  matter  hereof.  There  are no  promises,  agreements,
conditions,    undertakings,    understandings,    warranties,    covenants   or
representations,  oral or written, express or implied, between them with respect
to this  Agreement  or the matters  described in this  Agreement,  except as set
forth in this Agreement.  Any such  negotiations,  promises,  or  understandings
shall not be used to interpret or constitute this Agreement.

(E)      ASSIGNMENT.

         Neither this Agreement nor any other benefit to accrue  hereunder shall
be assigned or transferred by either party,  either in whole or in part, without
the  written  consent  of the  other  party,  and any  purported  assignment  in
violation hereof shall be void.

(F)      AMENDMENT.

         This Agreement may be amended only by an instrument in writing executed
by all the parties hereto.

(G)      SEVERABILITY.

         Each part of this  Agreement is intended to be severable.  In the event
that any provision of this Agreement is found by any court or other authority of
competent  jurisdiction to be illegal or unenforceable,  such provision shall be
severed or modified to the extent  necessary to render it enforceable  and as so
severed or modified, this Agreement shall continue in full force and effect.

(H)      SECTION HEADINGS.

         The Section headings in this Agreement are for reference  purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.

(I)      CONSTRUCTION.

         Unless the context otherwise  requires,  when used herein, the singular
shall be deemed to include  the  plural,  the plural  shall be deemed to include
each of the  singular,  and  pronouns  of one or no  gender  shall be  deemed to
include the equivalent pronoun of the other or no gender.


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(J)      FURTHER ASSURANCES.

         In addition to the instruments  and documents to be made,  executed and
delivered pursuant to this Agreement,  the parties hereto agree to make, execute
and deliver or cause to be made, executed and delivered, to the requesting party
such other  instruments  and to take such other actions as the requesting  party
may  reasonably  require  to  carry  out the  terms  of this  Agreement  and the
transactions contemplated hereby.

(K)      NOTICES.

         Any notice which is required or desired under this  Agreement  shall be
given in writing  and may be sent by  personal  delivery  or by mail  (either a.
United States mail, postage prepaid,  or b. Federal Express or similar generally
recognized  overnight  carrier),  addressed as follows  (subject to the right to
designate a different address by notice similarly given):

If to Client:                       Dtomi, Inc.
                                    200 Ninth Avenue, Suite 220
                                    Safety Harbor, Florida 34965

With a copy to:                     David M. Otto
                                    The Otto Law Group, PLLC
                                    900 4th Ave., Suite 3140
                                    Seattle, Washington 98164

If to Consultant:                   Azalea Holdings Ltd. P.A.
                                    c/o The Otto Law Group, PLLC
                                    900 4th Ave., Suite 3140
                                    Seattle, Washington 98164


(L)      GOVERNING LAW.

         This Agreement  shall be governed by the interpreted in accordance with
the laws of the State of Washington  without  reference to its conflicts of laws
rules or principles.  Each of the parties consents to the exclusive jurisdiction
of the federal courts of the State of Washington in connection  with any dispute
arising under this Agreement and hereby waives,  to the maximum extent permitted
by law, any objection,  including any objection based on forum non coveniens, to
the bringing of any such proceeding in such jurisdictions.

(M)      CONSENTS.

         The  person  signing  this  Agreement  on behalf of each  party  hereby
represents and warrants that he has the necessary  power,  consent and authority
to execute and deliver this Agreement on behalf of such party.


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(N)      SURVIVAL OF PROVISIONS.

         The provisions contained in paragraphs 3, 5, 6, and 7 of this Agreement
shall survive the termination of this Agreement.

(O)      EXECUTION IN COUNTERPARTS.

         This Agreement may be executed in any number of  counterparts,  each of
which shall be deemed an original and all of which together shall constitute one
and the same agreement.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed  and have agreed to and  accepted  the terms herein on the date written
above.

                                           CLIENT:

                                           DTOMI, INC.

                                           By : _________________________
                                                David M. Otto - Chairman of
                                                the Board




                                           CONSULTANT:
                                           AZAELA HOLDINGS LTD. P.A.


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