CONSULTING AGREEMENT


THIS AGREEMENT, made as of this 1st day of January 2002, between Imaging3, Inc.
a California Corporation, hereafter known as ("company"), and Dean Janes, aka
The Janes Group, LLC, hereafter known as ("Consultant").

                                    RECITALS

A.   Consultant has acquired an extensive background in and knowledge of the
     business in which the Company is engaged.

B.   Company desire to retain Consultant's experience, skills, abilities, back-
     ground and knowledge and is willing to employ Consultant as a consultant to
     the Company upon the terms herein contained.

C.   Consultant desires to act as a consultant and is willing to do so upon said
     terms.

                                    AGREEMENT

1.  DUTIES

Now, THEREFORE, in consideration of the foregoing recitals and of the mutual
promises herein contained, it is agreed as follows:

1.01 Automatic Renewal

This contract shall be renewed automatically for succeeding terms of agreed upon
periods as set forth in Article 2, unless either party give notice to the other
at least thirty calendar days prior to the expiration of it's intention not to
renew this contract, such notice shall be given in writing and delivered to the
business address of the other party.

1.02 Duties

a.       The Company agrees to employ Consultant as a consultant to the Company
         on matters concerning the provision of Management, Administrative,
         Marketing and Financial services, and Consultant agrees to render such
         advice and consultation and to furnish such information to the Company
         as shall be required from time to time.

2. Term of Employment

Consultant shall be employed as a consultant commencing on the date of this
Agreement and continuing until such time Company withdraws this agreement.

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3. Compensation

Client agrees to pay Consultant for the services set forth in Article 1.02
above, the sum of Twelve Thousand Dollars ($12,000.00) as a retainer at the time
of execution of this agreement and continuing on the first of each month. In
addition to the retainer, Client agrees to pay monthly any and all reasonable
and necessary expenses incurred by Contractor on behalf of client in connection
with the services described in Article 1.02 of this agreement. This retainer is
due and payable the 1st of each and every month that this agreement is in force.

As further compensation for rendering the services pursuant to this Agreement
and for holding himself available to do so, commencing on June 1, 2002,
Consultant shall be paid by the Company, a fee of $137,208.85 for services
previously rendered.

It is intended that the fees paid to Consultant hereunder shall constitute
earnings from self- employment income. Company will not withhold any amounts as
federal income tax withholding from wages or as employee contributions under the
Federal Insurance Contributions Act of the contributions there under with
respect thereto. Consultant shall be solely responsible for the estimation and
payment of any Federal and State income taxes and Federal Insurance
Contributions on self-employment income attributable to said fees.

4. Termination

If Consultant dies, this Agreement shall terminate on the last day of the month
of his death and proceeds for that month shall be forwarded to Consultants
beneficiary.

5. Additional Benefits

         a.       Company shall reimburse Consultant for the expenses of all
                  travel done by Consultant to fulfill his obligations under the
                  terms of this Agreement.

         b.       Indemnification of Losses of Employee - Company shall
                  Indemnify Consultant for all losses sustained by Consultant in
                  direct consequence of the discharge of his obligations under
                  this contract.

         c.       Contract Continuation during Disability - If Consultant for
                  any reason whatsoever becomes permanently disabled so that he
                  is unable to perform the duties prescribed herein, Company
                  agrees to pay Consultant the fees described in Section 3 above
                  for services rendered to date.

6. Reimbursement of Other Expenses

         a.       Company shall promptly reimburse Consultant for all other
                  reasonable business expenses incurred by Consultant in connec-
                  tion with the business of the Company.

         b.       Each such expenditure shall be reimbursable only of consultant
                  furnished to Company adequate records and other documentary
                  evidence required by Federal and State statutes and regula-
                  tions issued by the appropriate taxing authorities and


<PAGE>



                  substantiation of each such expenditures as an income tax
                  deduction.

7. Miscellaneous

         a.       Partial Invalidity - If any term or provision of this
                  Agreement of the application, thereof to any person or
                  circumstances shall, to any extent, be invalid or
                  unenforceable, the remainder of this Agreement or the
                  application of such term of provision to persons of
                  circumstances other than those as to which it is held invalid
                  or unenforceable, shall not be affected thereby, and each such
                  term and provision of this Agreement shall be valid and be
                  enforced to the fullest extent permitted by law.

         b.       Waiver - No waiver of any breach of any covenant or provision
                  herein contained shall be deemed a waiver of any preceding or
                  succeeding breach thereof, or of any other covenant or
                  provision herein contained. No extension of time for
                  performance of any obligation or act shall be deemed an
                  extension of time for performance of any other obligation of
                  act.

         c.       All notices or other communications required or permitted
                  hereunder shall be in writing, and shall be sent by registered
                  or certified mail, postage prepaid, return receipt requested
                  and shall be deemed received upon mailing thereof:

                  To: E. Xavier Aguilera
                  303 North Glenoaks Blvd, #605
                  Burbank, California 91502

                  To: Dean Janes aka The Janes Group, LLC
                  3200 West Valhalla Drive
                  Burbank, California 91505

         Notices of change of address shall be given by written notice in the
         manner detailed in this subparagraph (c).

         d.       Successors and Assigns - This agreement shall be binding upon
                  and shall inure to the benefit of the permitted successors and
                  assigns of the parties hereto.

         e.       Professional Fees - In the event of the bringing of any action
                  or suit by a party hereto against another party hereunder by
                  reason of any breach of any of the covenants, agreements or
                  provision on the part of the other party arising out of this
                  Agreement, then in that event the prevailing party shall be
                  entitled to have and recover of and from the other party all
                  costs and expenses of the action or suit, including actual
                  attorneys' fees, accounting fees, and any other professional
                  fees resulting there from.

         f.       Entire Agreement - This Agreement is the final expression of
                  and contains the entire Agreement between, the parties with


<PAGE>

                  respect to the subject matter thereof and supersedes all prior
                  understanding with respect thereto. This Agreement may not be
                  modified, changed, supplemented or terminated, nor may any
                  obligations hereunder be waived, except by written instrument
                  signed by the party to be charged or by this agent duly author
                  -ized in writing or as otherwise expressly permitted herein.
                  The parties do not intend to confer any benefit hereunder on
                  any person, firm or corporation other than the parties hereto.

         g.       Construction - Heading at the beginning of each paragraph and
                  subparagraph are solely for the convenience of the parties and
                  are not a part of the Agreement. Whenever required by the
                  contest of this Agreement, the Singular shall include the
                  plural and the masculine shall include the feminine. This
                  Agreement shall not be construed as if it had been prepared by
                  one of the parties, but rather as if both parties had prepared
                  the same. Unless otherwise indicated, all references to para-
                  graphs and subparagraphs are to this Agreement. In the event
                  the date on which any party is required to take any action
                  under the terms of this Agreement is not a business day, the
                  action shall be taken to the next succeeding day.

         h.       Governing Law - The parties hereto expressly agree that this
                  Agreement shall be governed by, interpreted under and
                  construed and enforced in accordance with the laws of the
                  State of California.

         i.       Effect of Merger, Transfer of Assets or Dissolution - This
                  Agreement shall not be terminated by any voluntary or
                  involuntary dissolution of Company resulting from either a
                  merger or consolidation in which Company is not the
                  consolidated or surviving corporation, or a transfer of all or
                  substantially all of the assets of the Company. In the event
                  of any such merger or consolidation or transfer of assets,
                  Company's rights, benefits and obligations hereunder shall be
                  assigned to the surviving or resulting corporation or the
                  transferee of Company assets.

Executed by the parties as of the date first written above.


                                            /s/ Dean Janes
                                            ------------------------------------
                                            Dean Janes aka The Janes Group


                                            /s/ E. Xavier Aguilera
                                            ------------------------------------
                                            E. Xavier Aguilera
                                            Imaging3, Inc.