Exhibit 10.1


                              CONSULTING AGREEMENT

This Agreement (the "Agreement") is dated November 19, 2001 and is entered into
by and between DIMENSIONAL VISIONS INCORPORATED. A DELAWARE CORPORATION
(hereinafter "DVUI" or "Client") and MARK BERGENDAHL, RICHARD WALKER AND BRADLEY
WILHITE, INDIVIDUALS (hereinafter collectively "Consultants").

1.   CONDITIONS. This Agreement will not take effect, and Consultants will have
     no obligation to provide any service whatsoever, unless and until Client
     returns a signed copy of this Agreement to Consultants (either by mail or
     facsimile copy). In addition, Client shall be truthful with Consultants in
     regard to any relevant or material information provided by Client, verbally
     or otherwise which refers, relates, or otherwise pertains to the Client's
     business, this Agreement or any other relevant transaction. Breach of
     either of these conditions shall be considered a material breach and will
     automatically grant Consultants the right to terminate this Agreement and
     all moneys, and other forms of compensation, paid or owing as of the date
     of termination by Consultants shall be forfeited without further notice.

     Upon execution of this Agreement, Client agrees to fully cooperate with
     Consultants in carrying out the purposes of this Agreement, keep
     Consultants informed of any developments of importance pertaining to
     Client's business and abide by this Agreement in its entirety.

2.   SCOPE AND DUTIES. During the term of this Agreement, Consultants will
     perform the following services for Client:

2.1  ADVICE AND COUNSEL. Consultants will provide advice and counsel regarding
     Client's strategic business plans, strategy and negotiations with potential
     business strategic partnering, corporate planning and or other general
     business consulting needs as expressed by Client.

2.2  CLIENT AND/OR CLIENT'S AFFILIATE TRANSACTION DUE DILIGENCE. Consultants
     will participate and assist Client in the due diligence process, where
     possible, on all proposed business transactions affecting Client of which
     Consultants is notified in writing in advance, including conducting
     investigation of and providing advice on the business and financial
     implications of the proposed transaction(s).

2.3  ADDITIONAL DUTIES. Client and Consultants shall mutually agree, in writing,
     for any additional duties that Consultants may provide to Client for
     compensation paid or payable by Client under this Agreement. Although there
     is no requirement to do so, such additional agreement(s) may be attached
     hereto and made a part hereof by written amendments to be listed as
     "Exhibits" beginning with "Exhibit A" and initialed by both parties.

2.4  STANDARD OF PERFORMANCE. Consultants shall devote such time and efforts to
     the affairs of the Client as is reasonably necessary to render the services
     contemplated by this Agreement. Any work or task of Consultants provided
     for herein which requires Client to provide certain information to assist
     Consultants in completion of the work shall be excused (without effect upon
     any obligation of Client) until such time as Client has fully provided all
     information and cooperation necessary for Consultants to complete the work.
     The services of Consultants shall not include the rendering of any legal
     opinions or the performance of any work that is in the ordinary purview of
     a certified public accountant, or other licensed professional. Consultants

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     cannot guarantee results on behalf of Client, but shall use commercially
     reasonable efforts in providing the services listed above. If an interest
     is communicated to Consultants regarding satisfying all or part of Client's
     business and corporate strategic planning needs, Consultants shall notify
     Client and advise it as to the source of such interest and any terms and
     conditions of such interest.

3.   COMPENSATION TO CONSULTANTS.

3.1  ISSUANCE OF SHARES FOR ENTERING INTO AGREEMENT. As consideration for
     Consultants entering into this Agreement, Client agrees to cause 2,250,000
     shares of its common stock, par value $.001 per share, to be immediately
     issued in amounts of 750,000 shares to Mark Bergendahl, 750,000 shares to
     Richard Walker and 750,000 shares to Bradley Wilhite. In addition, Client
     shall cause 3,270,000 shares of its common stock to be issued sixty days
     (60) from the date of this Agreement in amounts of 1,090,000 shares to Mark
     Bergendahl, 1,090,000 shares to Richard Walker and 1,090,000 shares to
     Bradley Wilhite. In addition, Client shall cause 3,270,000 shares of its
     common stock to be issued ninety days (90) from the date of this Agreement
     in amounts of 1,090,000 shares to Mark Bergendahl, 1,090,000 shares to
     Richard Walker and 1,090,000 shares to Bradley Wilhite. When issued, said
     shares shall be free trading shares, registered with the U.S. Securities
     and Exchange Commission on its Form S-8 or similar registration. The
     registration and issuance of said shares shall take place by no later than
     15 days following the execution and delivery of this Agreement, and all
     costs in connection therewith shall be borne by Client.

NOTE: CONSULTANTS SHALL HAVE NO OBLIGATION TO PERFORM ANY DUTIES PROVIDED FOR
     HEREIN IF PAYMENT IS NOT RECEIVED BY CONSULTANTS WITHIN 15 DAYS OF MUTUAL
     EXECUTION OF THIS AGREEMENT BY THE PARTIES. IN ADDITION, CONSULTANTS'S
     OBLIGATIONS UNDER THIS AGREEMENT SHALL BE SUSPENDED IF ANY PAYMENT OWING
     HEREUNDER IS MORE THAN FIFTEEN (15) DAYS DELINQUENT. FURTHERMORE, THE
     RECEIPT OF ANY FEES DUE TO CONSULTANTS UPON EXECUTION OF THIS AGREEMENT ARE
     NOT CONTINGENT UPON ANY PRIOR PERFORMANCE OF ANY DUTIES WHATSOEVER
     DESCRIBED WITHIN THIS AGREEMENT.

3.2  EXPENSES. Client shall reimburse Consultants for reasonable expenses
     incurred in performing its duties pursuant to this Agreement (including
     printing, postage, express mail, photo reproduction, travel, lodging, and
     long distance telephone and facsimile charges); provided, however, that
     Consultants must receive prior written approval from Client for any
     expenses over $ 500. Such reimbursement shall be payable within seven days
     after Client's receipt of Consultants invoice for same.

3.3  ADDITIONAL FEES. Client and Consultants shall mutually agree upon any
     additional fees that Client may pay in the future for services rendered by
     Consultants under this Agreement. Such additional agreement(s) may,
     although there is no requirement to do so, be attached hereto and made a
     part hereof as Exhibits beginning with Exhibit A.

4.   INDEMNIFICATION. The Client agrees to indemnify and hold harmless
     Consultants, each of their employees, agents, affiliates, other licensees,
     and shareholders against any and all liability, loss and costs, expenses or
     damages, including but not limited to, any and all expenses whatsoever
     reasonably incurred in investigating, preparing or defending against any
     litigation, commenced or threatened, or any claim whatsoever or howsoever
     caused by reason of any injury (whether to body, property, personal or

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     business character or reputation) sustained by any person or to any person
     or property, arising out of any act, failure to act, neglect, any untrue or
     alleged untrue statement of a material fact or failure to state a material
     fact which thereby makes a statement false or misleading, or any breach of
     any material representation, warranty or covenant by Client or any of its
     agents, employees, or other representatives. Consultants agrees to
     indemnify and hold harmless the Client, each of its officers, directors,
     employees, agents, and shareholders against any and all liability, loss and
     costs, expenses or damages, including but not limited to, any and all
     expenses whatsoever reasonably incurred in investigating, preparing or
     defending against any litigation, commenced or threatened, or any claim
     whatsoever or howsoever caused by reason of any injury (whether to body,
     property, personal or business character or reputation) sustained by any
     person or to any person or property, arising out of any act, failure to
     act, neglect, any untrue or alleged untrue statement of a material fact or
     failure to state a material fact which thereby makes a statement false or
     misleading, or any breach of any material representation, warranty or
     covenant by Consultants or any of its agents, employees, or other
     representatives. Nothing herein is intended to nor shall it relieve either
     party from liability for its own willful act, omission or negligence. All
     remedies provided by law, or in equity shall be cumulative and not in the
     alternative.

5.   CONFIDENTIALITY.

5.1  Consultants and Client each agree to keep confidential and provide
     reasonable security measures to keep confidential information where release
     may be detrimental to their respective business interests. Consultants and
     Client shall each require their employees, agents, affiliates, other
     licensees, and others who will have access to the information through
     Consultants and Client respectively, to first enter appropriate
     non-disclosure Agreements requiring the confidentiality contemplated by
     this Agreement in perpetuity.

5.2  Consultants will not, either during their engagement by the Client pursuant
     to this Agreement or at any time thereafter, disclose, use or make known
     for their or another's benefit any confidential information, knowledge, or
     data of the Client or any of its affiliates in any way acquired or used by
     Consultants during its engagement by the Client. Confidential information,
     knowledge or data of the Client and its affiliates shall not include any
     information that is, or becomes generally available to the public other
     than as a result of a disclosure by Consultants or its representatives.

6.   MISCELLANEOUS PROVISIONS.

6.1  AMENDMENT AND MODIFICATION. This Agreement may be amended, modified and
     supplemented only by written agreement of Consultants and Client.

6.2  ASSIGNMENT. This Agreement and all of the provisions hereof shall be
     binding upon and inure to the benefit of the parties hereto and their
     respective successors and permitted assigns. The obligations of either
     party hereunder cannot be assigned without the express written consent of
     the other party.

6.3  GOVERNING LAW; VENUE. This Agreement and the legal relations among the
     parties hereto shall be governed by and construed in accordance with the
     laws of the State of California, without regard to its conflict of law
     doctrine. Client and Consultants agree that if any action is instituted to
     enforce or interpret any provision of this Agreement, the jurisdiction and
     venue shall be Irvine, Orange County, California.

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6.4  ATTORNEYS' FEES AND COSTS. If any action is necessary to enforce and
     collect upon the terms of this Agreement, the prevailing party shall be
     entitled to reasonable attorneys' fees and costs, in addition to any other
     relief to which that party may be entitled. This provision shall be
     construed as applicable to the entire Agreement.

6.5  SURVIVABILITY. If any part of this Agreement is found, or deemed by a court
     of competent jurisdiction, to be invalid or unenforceable, that part shall
     be severable from the remainder of the Agreement.

6.6  COUNTERPARTS. This Agreement may be executed in several counterparts and it
     shall not be necessary for each party to execute each of such counterparts,
     but when all of the parties have executed and delivered one of such
     counterparts, the counterparts, when taken together, shall be deemed to
     constitute one and the same instrument, enforceable against each party in
     accordance with its terms.

6.7  FACSIMILE SIGNATURES. The Parties hereto agree that this Agreement may be
     executed by facsimile signatures and such signatures shall be deemed
     originals. The parties further agree that within ten days following the
     execution of this Agreement, they shall exchange original signature pages.

7.   ARBITRATION. ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN CLIENT,
     Consultants OR ANY OF THEIR OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES,
     ATTORNEYS, ACCOUNTANTS, AGENTS OR EMPLOYEES, OR ANY CUSTOMER OR OTHER
     PERSON OR ENTITY, ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF THIS
     AGREEMENT, SHALL BE RESOLVED THROUGH ARBITRATION RATHER THAN THROUGH
     LITIGATION. WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE UNDERSIGNED
     HEREBY ACKNOWLEDGE AND AGREE THAT:

     A.   ARBITRATION IS FINAL AND BINDING ON THE PARTIES;

     B.   THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDY IN COURT, INCLUDING
          THEIR RIGHT TO JURY TRIAL;

     C.   PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT FROM
          COURT PROCEEDING;

     D.   THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
          LEGAL REASONING AND ANY PARTY'S RIGHT OF APPEAL OR TO SEEK
          MODIFICATION OF RULING BY THE ARBITRATORS IS STRICTLY LIMITED;

     E.   THIS ARBITRATION PROVISION IS SPECIFICALLY INTENDED TO INCLUDE ANY AND
          ALL STATUTORY CLAIMS WHICH MIGHT BE ASSERTED BY ANY PARTY;

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     F.   EACH PARTY HEREBY AGREES TO SUBMIT THE DISPUTE FOR RESOLUTION TO THE
          AMERICAN ARBITRATION ASSOCIATION, IN IRVINE, ORANGE COUNTY, CALIFORNIA
          WITHIN FIVE (5) DAYS AFTER RECEIVING A WRITTEN REQUEST TO DO SO FROM
          THE OTHER PARTY;

     G.   IF EITHER PARTY FAILS TO SUBMIT THE DISPUTE TO ARBITRATION ON REQUEST,
          THEN THE REQUESTING PARTY MAY COMMENCE AN ARBITRATION PROCEEDING, BUT
          IS UNDER NO OBLIGATION TO DO SO;

     H.   ANY HEARING SCHEDULED AFTER AN ARBITRATION IS INITIATED SHALL TAKE
          PLACE IN IRVINE, ORANGE COUNTY, CALIFORNIA;

     I.   IF EITHER PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT TO
          RESIST ARBITRATION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR
          SHALL UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANY ARBITRATION FORUM
          LOCATED IN IRVINE, ORANGE COUNTY, CALIFORNIA, OVER ANY MATTER WHICH IS
          THE SUBJECT OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED
          TO RECOVER FROM THE LOSING PARTY ITS LEGAL FEES AND ANY OUT-OF-POCKET
          EXPENSES INCURRED IN CONNECTION WITH THE DEFENSE OF SUCH LEGAL
          PROCEEDING OR ITS EFFORTS TO ENFORCE ITS RIGHTS TO ARBITRATION AS
          PROVIDED FOR HEREIN;

     J.   THE PARTIES SHALL ACCEPT THE DECISION OF ANY AWARD AS BEING FINAL AND
          CONCLUSIVE AND AGREE TO ABIDE THEREBY;

     K.   ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGMENT AND
          EXECUTION FOR COLLECTION; AND

     L.   ANY ARBITRATION PROCEEDING PURSUANT TO THIS SECTION SHALL BE HELD
          BEFORE A PANEL OF THREE ARBITRATORS.

8.   TERM/TERMINATION. This Agreement is an agreement for the term of
     approximately twelve (12) months ending November 18, 2002. Either party may
     terminate this Agreement immediately upon notice to the other party for
     cause. For purposes of this Agreement, the term "cause" shall include, but
     not be limited to, the following: a material breach of or failure to
     perform any covenant or obligation in this Agreement, disloyalty,
     dishonesty, neglect of duties, unprofessional conduct, acts of moral
     turpitude, disappearance, felonious conduct, or fraud. If this Agreement is
     terminated for cause, a pro rata portion of compensation delivered by
     either party to the other shall be returned based upon the amount of time
     remaining in the term.

9.   NON CIRCUMVENTION. In and for valuable consideration, Client hereby agrees
     that Consultants may introduce (whether by written, oral, data, or other
     form of communication) Client to one or more opportunities, including,
     without limitation, natural persons, corporations, limited liability
     companies, partnerships, unincorporated businesses, sole proprietorships

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     and similar entities (hereinafter an "Opportunity" or "Opportunities").
     Client further acknowledges and agrees that the identity of the subject
     Opportunities, and all other information concerning an Opportunity
     (including without limitation, all mailing information, phone and fax
     numbers, email addresses and other contact information) introduced
     hereunder are the property of Consultants, and shall be treated as
     confidential and proprietary information by Client, it affiliates,
     officers, directors, shareholders, employees, agents, representatives,
     successors and assigns. Client shall not use such information, except in
     the context of any arrangement with Consultants in which Consultants is
     directly and actively involved, and never without Consultants' prior
     written approval. Client further agrees that neither it nor its employees,
     affiliates or assigns, shall enter into, or otherwise arrange (either for
     it/him/herself, or any other person or entity) any business relationship,
     contact any person regarding such Opportunity, either directly or
     indirectly, or any of its affiliates, or accept any compensation or
     advantage in relation to such Opportunity except as directly though
     Consultants, without the prior written approval of Consultants. Consultants
     are relying on Client's assent to these terms and their intent to be bound
     by the terms by evidence of their signature. Without Client's signed assent
     to these terms, Consultants would not introduce any Opportunity or disclose
     any confidential information to Client as herein described.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.

DIMENSIONAL VISIONS INCORPORATED (DVUI)


Print Name: John D. McPhilimy
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Sign Name:  /s/ John D. McPhilimy
            ---------------------------------------
Title: Chairman and C.E.O.
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Date: 11/19/2001
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Address: 2301 W. Dunlap Ave. S-207 Phoenix AZ 85021
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CONSULTANTS

Print Name: Mark Bergendahl
            ---------------------------------------
Sign Name: /s/ Mark Bergendahl
           ----------------------------------------
Date: 11/20/01
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Print Name: Richard H. Walker
           ----------------------------------------
Sign Name: /s/ Richard H. Walker
           ----------------------------------------
Date: 11/20/01
      ---------------------------------------------


Print Name: Bradley Wilhite
           ----------------------------------------
Sign Name: /s/ Bradley Wilhite
           ----------------------------------------
Date: 11/20/01
      ---------------------------------------------

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