UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10Q-SB

       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
                 Securities and Exchange Commission File Number
                                   000-26369


                          Dicom Imaging Systems, Inc.
             (Exact name of registrant as specified in its charter)

                               Nevada 88-0422026
                (State or other jurisdiction of (I.R.S. Employer
             incorporation-or-organization) Identification Number)


                             1350 E. Flamingo Road
                                   Suite 847
                              Las Vegas, NV 89119
          (Address of principal executive offices, including zip code)

                                 (877) 624-6243
              (Registrant's Telephone Number, Including Area Code)
                                 (520) 441-8755
              (Registrant's Facsimile Number, Including Area Code)



     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by  Section-13 or 15(d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
requirements for the past 90 days.

YES X NO

     The  number of issued  and  outstanding  shares of the  Registrants  Common
Stock, $0.001 par value, as of March 31, 2000, was 7,200,000.

<PAGE>

DICOM IMAGING SYSTEMS, INC.

PART I-FINANCIAL INFORMATION

Page
To be updated when all pages have been received
Item 1. Financial Statements:

Balance Sheet at March 31, 2000 .........................................4

Condensed Statements of Operations for the three month period
ended March 31, 2000 ....................................................5

Condensed Statements of Stockholder's Deficit for the three month period
ended March 31, 2000 ....................................................5

Condensed Statements of Cash Flows for the three month period
ended March 31, 2000 ....................................................6

Notes to Unaudited Condensed Financial Statements........................7

Item 2. Management's Discussion and Analysis of Financial Condition......8



PART II-OTHER INFORMATION

Item 1. Legal Proceedings ...............................................9

Item 2. Changes in Securities............................................9

Item 3. Defaults Upon Senior Securities..................................9

Item 4. Submission of Matters to a Vote of Security Holders..............9

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K.................................9

Signatures...............................................................10

Exhibit 27.1 Financial Data Schedule.....................................30




<PAGE>


Information Required in Quarterly Report

Certain Forward-Looking Information

     The information contained in this Quarterly Report includes forward-looking
statements.  Since  this  information  is based on  current  expectations  which
involve risks and  uncertainties,  actual results could differ  materially  from
those  expressed  in  the  forward-looking   statements.   Part  I  .  Financial
Information  Item  1.  Financial  Statements  The  following  interim  unaudited
financial  information  is  qualified  in its  entirety by  reference to Dicom's
audited  financial  statements  and  notes  contained  on its  filing  with  the
Securities  and Exchange  Commission  on Form 10KSB fiscal year ending  December
1999.
<PAGE>

                           Dicom Imaging Systems, Inc.
                           CONSOLIDATED BALANCE SHEET
                           (Expressed in U.S. dollars)
                              As At March 31, 2000

                                  March 31, 2000            December 31, 1999
                                   (Unaudited)
Assets

Current Assets:
Cash and cash equivalents           $ 935,639                    $ 18,263
Accounts receivable                    38,027                      48,215
Inventory                              30,534                           -

Prepaid expenses                       32,890                      30,468
                                    _________                      ______
                                    1,037,090                      96,946

Intangible assets                      62,852                      15,237
Equipment                              51,586                      46,639
                                   __________                   _________
                                  $ 1,151,528                   $ 158,822
                                    =========                   =========



Liabilities and Stockholders' Deficit

Current liabilities:
Accounts payable                   $ 37,481                       $ 56,431
Accrued liabilities                  35,294                         89,673
                                     ______                        _______
                                     72,775                        146,104
                                    _______                        _______
Long-term liabilities:
Deferred revenue                    964,103                        248,699
                                    _______                        _______
Stockholders' deficit:
Authorized:
10,000,000 preferred stock,
$.001 par value
50,000,000 common stock,
$.001 par value

Issued:
21,600,000 common stock
(December 31, 1999 - 7,200,000)     21,600                         7,200
Additional paid in capital         929,931                       912,815
Deficit                           (836,881)                    (1,155,996)
                                  _________                     __________
                                   114,650                       (235,981)
                                  ___________                   __________
                                  $ 1,151,528                   $ 158,822
                                  ============                   ==========


<PAGE>


                          Dicom Imaging Systems, Inc.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                           (Expressed in U.S. dollars)

                          3 months            3 months             12 months
                           ended               ended                ended

                          31-Mar-00            31-Mar-99           31-Dec-99
                          (Unaudited)         (Unaudited)

Sales                     $748,228            $      -             $249,032


Cost of sales              135,391                   -              150,869
                           ________________________________________________
Gross profit               612,837                   -               98,163
                           ________________________________________________

Operating expenses:
  Depreciation              7,735                   -                16,140

  General and              130,801              305,934             793,172
administrative
  Research and              74,082                  -               104,460
development
  Selling and marketing     81,104                  -               240,387
                           ________________________________________________
                           293,722              305,934           1,154,159
                           ________________________________________________
Net income (loss)          319,115             (305,934)         (1,055,996)
                           ================================================
Net income (loss) per        $0.01              ($0.03)              ($0.17)
share, basic             ____________________________________________________

Net income (loss) per        $0.01              ($0.03)              ($0.17)
share, diluted           ____________________________________________________

Weighted average common  21,600,000            9,000,000           6,150,000
shares outstanding,      ____________________________________________________
basic

Weighted average common  33,126,969            9,000,000           6,150,000
shares outstanding,
diluted




<PAGE>

                         Dicom Imaging Systems, Inc.
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                          (Expressed in U.S. dollars)
                              As At March 31, 2000
                                  (Unaudited)

                                                                    Total
          Common stock         Additional Income                stockholders'
        Shares       Amount     paid-in capital     (Deficit)       equity
        _____________________________________________________________________
Balance,
12-31-99 7,200,000  $ 7,200     $ 912,815            $(1,155,996)  $ (235,981)

Issuance
of stock
options      -          -         108,827                -            108,827

Deferred
compensation
of stock
options      -           -        (77,311)               -           (77,311)

Net income
             -           -           -                 319,115        319,115

3:1 Stock 14,400,000  (14,400)    14,400                  -              -
split     ___________________________________________________________________
completed
after quarter-end


Balance,
3-31-00   21,600,000   $ 21,600   $ 929,931           $ (836,881)    $ 114,650
          ====================================================================
















<PAGE>


                          Dicom Imaging Systems, Inc.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                          (Expressed in U.S. dollars)
                                  (Unaudited)

                                3 months ended                  3 months ended
                                March 31, 2000                  March 31, 1999

Cash flows from operating
activities:
Net income (loss)
                                   319,115                        (305,934)
Items not involving cash:
Shares issued in
exchange for services
                                    -                              203,000
Stock based compensation
                                    31,516                           -
Depreciation and amortization
                                     7,735                           -
Changes in operating assets
and liabilities:
                                                                     -
Accounts receivable
                                     10,188                          -
Stock subscription receivable
                                       -                        (443,950)
Inventory
                                     (30,534)                        -
Prepaid expenses
                                     (2,422)                         -
Accounts payable
                                     (18,950)                       7,799
Accrued liabilities
                                     (54,379)                        -
Deferred revenue
                                      715,404                        -
Net cash provided by                  _______                       _________
(used in) operating activities
                                      977,673                       (539,085)


Cash flows from financing activities:
Issue of common shares
                                        -                            796,901
Share issue costs
                                        -                               -
Net cash provided by financing
activities                            __________                     _________
                                        -                             796,901

Cash flows from investing activities:
Purchase of equipment
                                       (10,297)                       (34,914)
Purchase of trademarks
                                       (50,000)                          -
Net cash used in investing activities  ________                       ________
                                       (60,297)                       (34,914)
                                       ________                       ________
Net increase (decrease)
in cash and cash equivalents
                                        917,376                        222,902

Cash and cash equivalents,
beginning of period
                                        18,263                           -
                                        _______                       _______
Cash and cash equivalents,
end of period                          $ 935,639                     $ 222,902
                                       =========                      =========
Supplementary information:
Interest paid                          $ 191                         $ -
Non-cash transactions:
Common stock issued for services       $ -                           $ 203,000



<PAGE>

                         Dicom Imaging Systems, Inc.
                   Notes to Consolidated Financial Statements
                          (Expressed in U.S. dollars)

Three months ended March 31, 2000


1. Significant accounting policies:

(a) Basis of presentation:

     These  unaudited  interim  consolidated   financial  statements  have  been
prepared in accordance  with  generally  accepted  accounting  principles in the
United  States.   The  unaudited  interim  financial   statements   include  all
adjustments,  consisting  solely  of  normal  recurring  adjustments,  which  in
management's  opinion are  necessary  for a fair  presentation  of the financial
results for the interim periods.  The financial  statements include the accounts
of the Company's wholly owned subsidiary,  527403 B.C. Limited.  All significant
intercompany  balances and  transactions  have been  eliminated in the unaudited
consolidated  financial statements.  The financial statements have been prepared
on a basis  consistent with the annual  financial  statements of the Company and
should be read in conjunction therewith.

(b) Use of estimates:

     The  preparation  of the  unaudited  consolidated  financial  statements in
accordance with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and  recognized  revenues  and  expenses  for the
reporting periods. In these unaudited  consolidated  financial  statements,  the
significant  areas  requiring  the use of  estimates  include the  valuation  of
long-lived assets,  including intangible assets, the fair value of stock options
and the  recognition of revenue.  Actual results may  significantly  differ from
these estimates.

(c) Revenue recognition:

     The Company  generates  revenues  through three  sources:  hardware  sales,
software  license  revenues  and  services   revenues.   Hardware  revenues  are
recognized when goods are shipped and title passes.  Software  license  revenues
are normally  generated from licensing the perpetual  right to use the Company's
products  directly to end-users and indirectly  through  resellers.  The Company
recognizes  as  revenue  only  the fee  payable  from the  reseller,  net of any
discount. Service revenues are generated from telephone support services.

     Revenues from software  license  agreements are recognized upon delivery of
software  if  persuasive  evidence  of  an  arrangement  exists,  collection  is
probable,  the fee is  fixed  or  determinable,  and  vendor-specific  objective
evidence  exists  to  allocate  the total fee to  elements  of the  arrangement.
Vendor-specific  objective evidence is typically based on the price charged when
an  element  is sold  separately,  or,  in the case of an  element  not yet sold
separately,  the price established by authorized  management,  if it is probable
that the price,  once established,  will not change before market  introduction.
Elements  included in multiple  element  arrangements  could consist of software
products,  upgrades,  enhancements or customer support  services.  The Company's
agreements  with its  customers  and  resellers  do not contain  product  return
rights.

     Service  revenues are  recognized  ratably  over the term of the  contract,
typically one year. If a transaction includes both license and service elements,
license fee  revenues  are  recognized  on shipment  of the  software,  provided
services do not include  significant  customization  or modification of the base
product,  and the  payment  terms for  licenses  are not  subject to  acceptance
criteria. Revenues that have been prepaid or invoiced but do not yet qualify for
recognition under that Company's policies are reflected as deferred revenues.
(d) Inventories

Inventories are stated at the lower of cost, on a first-in, first-out basis,
and net realizable value.


2. Earnings per share:

The weighted average number of common shares outstanding basic and diluted
gives retroactive effect to the 3 for 1 stock split which occurred on
 April 5, 2000 for all shareholders as of record on March 31, 2000.






<PAGE>





Item 2.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL STATEMENTS FOR THE MONTHS
ENDING MARCH 31, 2000

REVENUES

     Revenues for the three months ended March 31, 2000 were $748,228.  $500,000
of this  revenue was  recorded as deferred  revenue at December 31, 1999 and was
derived  from the  termination  of the  agreement  with Mr. Doug  Campbell  that
resulted in a settlement,  whereby the Company  fulfilled all of its obligations
by delivering to him 650 copies of the software license.  The remaining $248,228
was derived  primarily from the sale of hardware and software  licenses directly
to dentists in the United States,  compared to revenues of $249,032 for the year
ended December 31, 1999. All of our revenues were paid in US currency.

     The  company  has  recorded  deferred  revenue as at March 31,  2000 in the
amount of  $964,103.  This  represents  monies  received in exchange for issuing
exclusive  three and four-year  contracts to distributors in the United Kingdom,
as well as Spain,  Brazil,  Mexico,  Portugal (the Spanish deal), and Australia.

This deferred  revenue will be recognized  ratably over the term of the contract
(3 to 4 years). These contracts also provide the company with a royalty based on
sales by these distributors. .
GROSS MARGIN

     Cost of sales for the quarter ended March 31, 2000 were $135,391, leaving a
Gross  Margin of  $612,837,  which  equates  to 82% of sales.  47% of this gross
margin  relates to the sales of  hardware  and  software  licenses  directly  to
dentists, compared to a 39% gross margin for the period ended December 31, 1999.
The reason for the increase in gross margin relates to  efficiencies in software
burning costs  realized by higher  purchasing  volumes.  Cost of sales  included
software  burning and hardware costs,  freight costs and credit card transaction
charges, as well as support related salaries and telephone charges.

OPERATING EXPENSES

Operating expenses for the three months ended March 31, 2000 included:

- Depreciation and amortization in the amount of $7,735, primarily on computer
and camera equipment used for demonstration purposes at tradeshows.

     - General and administrative  costs in the amount of $130,801.  General and
administrative costs include administrative  salaries,  audit and legal charges,
investor  relations  charges,  rent,  insurance costs and office  expenses.  The
general  and  administrative  costs for the 3 months  ended  March 31, 1999 were
$305,934 and consisted entirely of non-recurring start-up expenses.

     - Research  and  development  costs in the amount of $74,082  for  software
development.  We expect our  research and  development  costs to increase in the
next months as we complete the development of the Xray and LabRX modules.

     - Selling and marketing costs of $81,104  compared to $240,387 for the year
ended December 31, 1999.  Selling and marketing costs includes trade show costs,
advertising,  mailings, and web site maintenance.  These costs have increased in
order to effect higher sales volumes.

     The  resulting  net income for the three  months  ended  March 31, 2000 was
$319,115,  which  equates  to a  fully  diluted  net  income  per  share,  after
accounting  for the April 6, 2000 stock split,  of $.01 per share,  reducing the
accumulated deficit to $836,881.

     The  operations  for the three  months  ended  March 31,  2000 were  funded
primarily  from the cash  generated  from  operating  activities,  including the
monies  received for the license  agreements with the United Kingdom and for the
"Spanish deal".

     We have  implemented a stock option plan.  The plan is an essential tool to
attract and retain the  qualified  personnel  needed to  implement  our business
strategy.  At  March  31,  2000,  we  have  granted  11,883,000  options  (after
accounting  for the April 6,  2000  stock  split).  While no  options  have been
exercised as yet, we recorded a non-cash charge to the income  statement for the
three months ended March 31, 2000 of $31,516, and deferred  compensation expense
of $77,311 relating to the issuance of these options.

Improvement in Financial Condition

     In the three  months  ended March 31, 2000,  total  assets  increased  from
$158,822  at December  31,  1999 to  $1,151,528  at March  31,2000.  This is due
primarily to the increase in cash balances  resulting from monies  received from
license  agreements.  These monies were recorded as deferred revenue and will be
recognized ratably over the term of the license agreements (3 to 4 years).

     Net income for the three months ended March 31, 2000 was $319,115, reducing
the deficit  accumulated during the development stage from 1,155,996 to 836,881,
and  increasing  earnings  per share to $.01  from the loss per  share  shown at
December 31, 1999 of $.17.

<PAGE>

PART II-OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

     In March of 2000,  Dicom had  entered  into a Software  Agreement  with CLG
Investments  Limited ("Software  Agreement") whereby CLG would pay a License Fee
of  $2,250,000  for a license  to certain  Dicom  software.  CLG is granted  the
exclusive  right to  distribute  copies of Dicom's  imageEXPLORER,  imageEDITOR,
Whitener and Simulator ("Licensed Products") dental imaging software ("License")
within the territories of Mexico, Brazil, Spain and Portugal ("Territory").  The
License shall extend to any other dental imaging software products  developed by
Dicom, if and when  available.  $750,000 USD of the License Fee was due upon the
signing of the Agreement. The remaining $1,500,000 USD of the License Fee is due
in two  equal  installments  due  by  August  1,  2000  and  December  20,  2000
respectively.  In addition to the License  Fee, CLG shall pay Dicom a royalty of
20% of the Gross  Receipts  of all  Licensed  products,  including  service  and
support  related  to any  licensed  product  during  the  term of the  Agreement
("Royalty").  The Minimum Royalty Payment is due on the first, second, and third
anniversaries  of the  agreement  shall  be  $400,000,  $800,000  and  $1,600,00
respectively.  Each  year  thereafter  upon  renewal,  at the  option of CLG the
minimum payment shall be $1,600,000. No License Fee shall be due for any renewal
period, above and beyond the Minimum Royalty Payment. The term of this Agreement
is for three years,  which may be extended by CLG in one year terms  thereafter,
provided CLG notifies Dicom of it's  intention in writing,  ninety days prior to
the expiration date of the original term.



     In February of 2000, Dicom had entered into a Software Agreement with Dicom
Imaging UK, a partnership of Great Britain,  ("Software  Agreement")  whereby UK
would pay a License Fee of $300,000 for a license to certain Dicom software.  UK
is granted the exclusive  right to distribute  copies of Dicom's  imageEXPLORER,
imageEDITOR,   Whitener  and  Simulator  ("Licensed  Products")  dental  imaging
software  ("License")  within the territories of the United  Kingdom,  including
Scotland,   Wales,  England.  Northern  Ireland  and  the  Republic  of  Ireland
("Territory").  The License  shall extend to any other dental  imaging  software
products developed by Dicom, if and when available.  $150,000 USD of the License
Fee was due upon the signing of the Agreement. The remaining $150,000 USD of the
License Fee is due by December 1, 2000. In addition to the License Fee, UK shall
pay  Dicom a royalty  of 5% of the  Gross  Receipts  of all  Licensed  products,
including  service and support related to any licensed product during the second
and third years of the Agreement ("Royalty").  The Royalty shall increase to 12%
during the forth year of the  Agreement.  The  Royalty  shall not apply to sales
which occur during the first year of this Agreement. The term is for four years,
and may be  extended  by UK for an  additional  three  year  term,  provided  UK
notifies Dicom of its intention in writing,  ninety days prior to the expiration
date of the original term. In the event of a renewal, UK agrees to pay a Renewal
Fee of $345,000  USD.  $172,500 USD of the Renewal Fee shall be due  immediately
upon commencement of the renewal term. The remainder of the Renewal Fee shall be
due six months from the  commencement  of the renewal  term.  In addition to the
renewal fee UK shall pay to Dicom a royalty of 6 % of the Gross  Receipts of all
Licensed products, including service and support related to any licensed product
during the second and third years of the Renewal term ("Renewal Royalty") .


Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit 10.1      License Agreement between Registrant and CLG Investments
                  Limited effective March 2000.

* Exhibit 10.2    To be filed by Amendment
                  License Agreement between Registrant and Dicom Imaging UK,
                  a partnership of Great Britain


Exhibit 27.1 Financial Data Schedule

(b) Reports on 8-K

None.


<PAGE>

SIGNATURES

Pursuant to the requirements of Section-12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.


DICOM IMAGING SYSTEMS, INC.
(Registrant)

Date: May 15, 2000

By: /s/ David Gane
David Gane
President and Chief Executive Officer




<PAGE>


LICENSE AGREEMENT


THIS LICENSE AGREEMENT (hereinafter called "Agreement") made this
17th day of March, 2000 by and between DICOM IMAGING SYSTEMS, INC.,
a Nevada corporation (hereinafter called "Dicom", which term shall
include Dicom's subsidiaries), and CLG INVESTMENTS
Limited (CLG).

WITNESSETH:

     WHEREAS, Dicom has developed and possesses certain computer technology with
reference  to imaging  software in  dentistry  (which  together  with all future
developments thereof is collectively called "Dicom Dental Software"),

     WHEREAS,  Dicom has the  technology,  capability  and expertise to develop,
create, design, manufacture, produce and provide certain dental imaging software
technology; and


WHEREAS, CLG is a holding company with a previous financial interest in Dicom
and


WHEREAS, CLG desires to license the exclusive rights to the Dicom Dental
Software in the Territory, as defined herein.


WHEREAS, CLG desires to act as the sole and exclusive distributor of the
Dicom Dental Software for the Territory, with the
right to sublicense within the Territory;


     WHEREAS,  subject to the conditions and terms  contained  herein,  Dicom is
willing and  desirous  to grant to CLG,  and CLG desires to obtain from Dicom an
exclusive,  transferable,  assignable license for the distribution,  production,
promotion,  marketing  and sale rights to the Dicom Dental  Software for CLG and
only for purposes in the dental  market the  Territory,  which shall  consist of
Mexico, Brazil, Spain and Portugal; and


     WHEREAS,  Dicom  and CLG have  negotiated  and  agreed  upon the  following
conditions  and  terms  for  a  business   relationship   for  the  development,
production,  distribution,  marketing,  license  and  sale of the  Dicom  Dental
Software.

     NOW,  THEREFORE,  for and in the  consideration  of Ten Dollars ($10.00) in
hand  paid  each  respective   party  to  the  other  and  other   good/valuable
considerations  including,  but not limited to, the  covenants,  conditions  and
terms hereof, the sufficiency and receipt of said  good/valuable  considerations
being herewith  acknowledged by the respective parties,  Dicom and CLG stipulate
and agree as follows:

<PAGE>



     1.  Recitals.  The recitals set forth above are accurate,  correct and true
and are  incorporated  herein  by this  reference  describing  specifically  the
understandings and intentions of the respective parties hereto.

     2. Definitions. When used in this Agreement, the following terms shall have
the meanings set forth next to the same as follows:

     (a) The term "Image  Explorer"  means the Dicom Dental  Software  component
that is sold under the trademark Image Explorer,  but not including any modules,
which may be used in connection with Image Explorer;  the term "Modules"  refers
to Image Explorer together with the optional modules that Dicom has developed to
work in connection with Image Explorer.

     (b) The term "Future Products" means the Dicom Dental Software  components,
which are  developed  during the Term of this  agreement  in the field of dental
imaging technology by Dicom for sale and licensing.


3. Dicom's Right to Terminate.


     (a) Dicom may terminate this  Agreement,  in addition to any other remedies
available  to it,  (i) if CLG  has  failed  to  perform  or  meet  any  material
obligation,  condition or term contained herein and failed to remedy the default
within  thirty (30) days after the receipt of written  notice from Dicom to that
effect, or (ii) if CLG has failed to make any payment when payable and due under
this  Agreement to Dicom  within  fifteen (15) days after the receipt of written
notice from Dicom to that effect.

     (b)  Notwithstanding  the foregoing,  this Agreement shall be automatically
terminated if CLG becomes bankrupt,  involuntary,  voluntary or adjudicated,  or
CLG shall cease to function as a going concern by  suspending  or  discontinuing
its business or ceases to distribute,  market,  license and/or sell Dicom Dental
Software for any reason except for periodic  shutdowns in the ordinary course of
business and interruptions  caused by strike,  labor dispute or any other events
over which it has no control.

(C) Dicom's failure to resort to any remedy for breach hereunder shall not be
deemed to be a waiver for any subsequent breach of this Agreement.


4. CLG's Right to Terminate.

     (a) CLG may terminate  this  Agreement,  in addition to any other  remedies
available to it if Dicom has failed to perform or meet any material  obligation,
condition  or term  contained  herein and failed to remedy  the  default  within
thirty (30) days after the receipt of written notice from CLG to that effect.

     (b)  Notwithstanding  the foregoing,  this Agreement shall be automatically
terminated if Dicom becomes bankrupt, involuntary,  voluntary or adjudicated, or
at CLG's  discretion  may  terminate if Dicom shall cease to function as a going
concern by suspending or discontinuing its business, ceases supply,  development
or support of the Dicom Dental  Software  except for the decision to discontinue
specific projects and periodic  shutdowns in the ordinary course of business and
interruptions  caused by strike, labor dispute or any other events over which it
has no control.

(c) CLG's failure to resort to any remedy for breach hereunder shall not be
deemed to be a waiver for any subsequent breach of this Agreement.


     5. Grant of License  Rights.  Subject to the conditions and terms contained
herein,  during  the  Term of this  Agreement,  Dicom  grants  to CLG a sole and
exclusive, transferable,  assignable license, (with the right to sublicense), to
manufacture,  distribute, produce, advertise, market, promote and sell the Dicom
Dental Software in the Territory.


     6. Dicom Dental  Software.  The Dicom Dental Software is a suite of imaging
software  for use in the dental  professions,  which may be improved and updated
from time to time with  technological and graphic  advancements that incorporate
as a part thereof certain respective features available to the user of the Dicom
Dental  Software  from time to time.  The Dicom Dental  Software is based upon a
core Image Explorer product that provides an imaging  management system in which
other software  products have been and are being developed to provide  increased
functionality and features for the Dicom Dental Software.

     7. Dicom  License  Terms.  Dicom shall deliver and provide to CLG the Dicom
Dental  Software  pursuant  to  the  attached  delivery  schedule,   Exhibit  B.
Notwithstanding  anything herein to the contrary,  all proprietary  right, title
and interest in and unto the  foregoing  Dicom Dental  Software,  including  the
extension of those rights in the respective  CLG, shall remain the exclusive and
sole proprietary property of Dicom subject only to the rights to same granted to
CLG herein.  Consistent  with the  foregoing,  Dicom shall not make any sales or
distribution  to any party of any Dicom Dental  Software in the Territory  other
than CLG without first obtaining the CLG's consent,  which CLG may grant in it's
sole and absolute discretion.

     8. Dicom Compensation and Term of Agreement.  In consideration of the Dicom
Dental Software,  license rights granted herein by Dicom to CLG, , and CLG shall
pay to Dicom the following sums as described hereafter:

(a) Cash. CLG shall pay to Dicom monetary sums in accordance with
Exhibit C attached hereto.

(b) Term. The License and this Agreement shall have the term and
renewal conditions specified in Exhibit D hereto.


     9. Territory. Notwithstanding anything herein to the contrary, Dicom Dental
Software  products  may be sold by value  added  resellers  in  other  countries
outside the  Territory but may not be sold by value added  resellers  inside the
Territory  without  CLG's  permission.  On  CLG's  behalf,  Dicom  will  use its
reasonable efforts to maximize protection of the Territory from other resellers,
but in no event is Dicom liable for the improper sales made by any third parties
nor  shall  the mere  fact of the same be  evidence  of a Dicom  Breach  of this
Agreement.  Dicom shall refuse to register any product,  which it determines was
sold in the Territory by a third party and shall instead refer the  registration
to CLG.

     10. Additional Dicom Dental Software. Dicom may provide to CLG from time to
time, at Dicom's absolute and sole discretion,  certain  additional Dicom Dental
Software products not required to be licensed to CLG under this Agreement.  Such
additional  software  products  shall be compensated  under the same  percentage
royalty  arrangement as articulated on Exhibits C & D attached  hereto.  Royalty
payments defined in Exhibits C & D attached hereto shall be defined as the Gross
Receipts from CLG's sale of Dicom Dental  Software.  "Gross Receipts" shall mean
all compensation,  revenue, fees or other sums received by CLG from the license,
sale or use of the Dicom  Dental  Software  net of  credit  card  discounts  and
customary  local  taxes.  CLG  shall pay to Dicom  the  equal  portion  of Gross
Receipts from the sales of Dicom Dental Software described herein on a quarterly
basis in  accordance  with a system of  statements  and  payments,  which  would
provide for audit rights as described hereinafter.

11. Statements and Payments.
<PAGE>

     (a) CLG shall keep complete and accurate books of account and records, with
all appropriate  entries  therein,  relating to the Dicom Dental Software sales,
which are utilized to determine  Gross Receipts there from  (hereinafter  called
the "Audit  Records").  CLG shall keep the Audit records for the preceding three
(3) years of transactions and shall make all Audit Records reasonable  available
to Dicom upon Dicom's  reasonable notice during normal business hours to examine
same and make copies through its representatives, accountants or counsel. During
the Term,  CLG shall make equal  Gross  Receipts  payments  to Dicom as required
hereunder for each respective quarter calculated for Dicom Dental Software sales
beginning on the first day and ending on the last day of each respective quarter
subsequent  to the Start Date herein.  All equal Gross  Receipts  payments  made
hereunder  shall be in  United  States  Dollars  drawn on a United  States  bank
payable to Dicom.  If CLG does not pay an equal Gross Receipts  payment to Dicom
in a timely manner,  time being of the essence in such payment,  interest at the
rate of twelve  percent  12% per annum shall  accrue on any equal Gross  Receipt
amount payable and due to Dicom hereunder calculated from the date on which such
equal  Gross  Receipts  payment  was  payable and due until the date of payment.
Acceptance  by Dicom,  or its  authorized  representative,  of a Gross  Receipts
Statement for Dicom Dental  Software sales  (hereinafter  called "Gross Receipts
Statement")  or  accompanying  equal Gross  Receipts  payment shall not preclude
Dicom from  questioning the correctness of such Gross Receipts  Statement or the
amount of equal  Gross  Receipts  owed in respect to same within a period of one
(1) year from the date of receipt of said Gross Receipts  Statement by Dicom. In
the event that Dicom  exercises  its rights to  examine  the Audit  Records  and
discovers any short falls,  inconsistencies or mistakes within such one (1) year
period, then CLG shall immediately rectify same at its sole expense and cost and
shall  thereafter pay same within fifteen (15) days of receipt of written notice
of such short fall, inconsistency or mistake, if CLG cannot prove that its Audit
Records  are  correct.  In the event  that a  deficiency  in the Gross  Receipts
Statement is confirmed by the respective  parties to exist in a sum in excess of
Ten thousand  dollars  ($10,000.00  USD) for which CLG has not paid to Dicom the
equal Gross Receipts in question  disclosed by such an examination or audit, CLG
shall pay to Dicom the reasonable  cost for its  examination and audit and shall
make  payment  within  fifteen  (15) days to Dicom of such equal Gross  Receipts
deficiency in accordance with the conditions and terms of this Agreement.  Dicom
shall  have  the  right,  through  its  licensing  representative,   independent
accountants  or counsel to examine the Audit  Records no more than two (2) times
in any twelve (12) month contract year hereunder.



     (b)  Within  fifteen  (15)  days  after  the end of each  quarterly  period
described herein  (hereinafter  called "Quarterly  Period") during the Term, and
within fifteen (15) days after the  termination or expiration of this Agreement,
CLG  shall  submit  to  Dicom  or  its  representatives  accurate  and  complete
statements  (hereinafter  called  "Gross  Receipts  Statements"),  together with
payment for any amounts shown thereby to be payable and due to Dicom  hereunder,
showing the description, quantity and compensation received for any sales of the
Dicom Dental  Software during the preceding  Quarterly  Period for which CLG has
received Gross Receipts as a result thereof. The Gross Receipts Statements shall
be based upon CLG's Gross Receipts for the Quarterly Period then ended and shall
contain  information  sufficient to discern how the Gross Receipts were computed
for payment,  if applicable.  In the event that no Gross Receipts are payable to
Dicom  during the  Quarterly  Period,  but  licenses,  sales or use of the Dicom
Dental  Software have occurred  during said time, CLG shall furnish Dicom with a
Gross  Receipts  Statement  evidencing  such  license,  sale or use activity for
Dicom's examination and review.



     (c) Within five (5)  business  days of the end of any month during the Term
of this  agreement in which CLG makes a sale of any Dicom Dental  Software,  CLG
shall  supply  to Dicom a monthly  report  which  shall  contain  the  following
information, which shall be provided to Dicom in an electronic format of Dicom's
specification:  i.  Name,  address,  phone  number,  fax number and email of any
customers ii.  Particulars about any products purchased iii. Method by which the
customer  was  acquired  (ie  radio,  TV,  Internet,   etc.)  iv.  Any  customer
satisfaction data which CLG receives relative to the same.


     12. CLG Exclusivity - The Territory. Dicom will develop and utilize a world
wide web site on the Internet for  informational,  promotional,  advertising and
marketing purposes to be known as  "www.dicom-imaging.com"  (hereinafter  called
"Website").  Dicom shall make CLG its  exclusive  sole licensed  distributor  of
Dicom Dental Software in the Territory, and shall not allow any residents of the
Territory to make purchases of Dicom Dental Software through the Website.

13. Quality, Notices and Approvals.


     (a)  CLG  represents  and  warrants  that  the  quality  and  style  of all
promotional,  advertising,  marketing and packaging  material  relating to same,
shall be of first class  quality.  CLG shall not  distribute,  license,  sell or
allow  use  of  the  Dicom  Dental  Software  which  utilize  the   promotional,
advertising, marketing and packaging material or trademarks associated therewith
(hereinafter  collectively  called  the  "Trademark"),  until  Dicom  shall have
examined and reviewed same and granted approval for the use thereof as described
herein, which approval Dicom shall not unreasonably withhold or delay.


     (b)  All  promotional,   advertising,   marketing  and  packaging  material
displaying a Trademark for the Dicom Dental Software shall contain the following
legal  notices (or such other  notices or legends as Dicom may from time to time
reasonably request) as appropriate to the respective Dicom Dental Software:


"[any trademarks of Dicom as described on Exhibit E hereto (Dicom Trademarks)]
are registered trademarks of Dicom Imaging Systems, Inc., and used under license
agreement."


     Whenever  appropriate,  CLG shall  also  include  the  symbol or next to a
Trademark,  wherever  the  Trademark  is used by Dicom and/or CLG with the Dicom
Dental  Software.  CLG, in its use of the  Trademark,  will cause the  foregoing
legal notices or legends to appear on the Private Builds and on the promotional,
advertising,  marketing and packaging  material  related to same.  CLG shall not
combine any other trade name,  trademark,  service mark or trademark notice with
the  Trademark on the Private  Builds in such a manner as to obscure or diminish
the integrity of the Trademark.

     (c) Prior to the offering for distribution,  license, sale or use of any of
the Dicom Dental Software products sold by CLG with the Trademark,  and prior to
the use of any promotional,  marketing and/or packaging material  displaying the
Trademark, CLG shall provide representative samples of any Dicom Dental Software
products to Dicom so that Dicom can  evaluate  the  quality of the Dicom  Dental
Software  products  bearing the  Trademark.  CLG shall make diligent  efforts to
ensure that the Dicom Dental Software products and all promotional, advertising,
marketing   and/or   packaging   material   relating  to  same  meet  reasonable
acceptability standards to maintain the goodwill and integrity of the Trademark.
In furtherance of the foregoing,  CLG shall submit to Dicom samples of the Dicom
Dental Software products intended to be distributed,  licensed, sold and used by
the  public  together  with  the  promotional,   advertising,  marketing  and/or
packaging  material intended to be used in connection  therewith.  CLG shall not
use any promotional, advertising, marketing or packaging material or distribute,
license,  sell or use any Dicom Dental Software  products until Dicom shall have
approved,  in writing,  such material,  product and/or services,  based upon its
examination  and review of the submitted  samples.  After Dicom has approved the
samples of the Dicom Dental Software products and/or  promotional,  advertising,
marketing and/or packaging material,  CLG shall not materially depart there from
without Dicom's prior written  consent.  Dicom shall notify CLG of such approval
or disapproval  within ten (10) days after Dicom's  receipt of such Dicom Dental
Software products and/or  promotional,  advertising,  marketing and/or packaging
material  for  Dicom's  examination  and  review of the  respective  items.  Any
submission which is not explicitly  approved or disapproved within the foregoing
ten (10) day period  shall be deemed  approved by Dicom,  and CLG shall have the
right to utilize same henceforth. All samples submitted by CLG to Dicom shall be
retained by Dicom as its exclusive  property,  but shall not be  transmitted  to
other third parties for distribution,  marketing, license or sale. Provisions of
this  Agreement  to  the  contrary  notwithstanding,  nothing  herein  shall  be
construed to require CLG to obtain prior permission for promotional or marketing
materials utilized for non-retail,  non-public purposes,  including promotion of
the sale of CLG's  securities,  CLG's business  plan, or materials  submitted to
potential business partners.
<PAGE>

     (d) CLG will not deviate substantially from the standards of quality of the
samples  approved by Dicom during its examination and review of same.  Departure
from such quality  standards may  constitute a breach of a material term of this
Agreement.   For  the  purposes  of  protecting  Dicom's  interests  under  this
Agreement,  CLG  agrees  to  permit  Dicom  through  its  appropriate  licensing
representative(s), at Dicom's own expense and cost, to inspect from time to time
CLG's facilities upon reasonable notice and at reasonable times subject to CLG's
discretion  for the  scheduling of same.  CLG reserves the right to restrict any
inspection of its  facilities or portions  thereof  which would  compromise  the
integrity  of any  proprietary  work  product  for other  third  parties  at its
facilities,  or compromise CLG's  proprietary and  confidential  information not
subject  to  Dicom's  inspection  or  examination   hereunder,   which  requires
confidentiality under the circumstances.

14. Goodwill of Trademark.

     (a)  CLG  acknowledges  the  value  of the  goodwill  associated  with  the
Trademark  and that the  Trademark is  distinctive  and has  acquired  secondary
meaning.  CLG agrees,  during the Term, and  thereafter,  never to challenge the
rights of Dicom or others in the Trademark.

     (b) CLG acknowledges and agrees that the Trademark, the goodwill associated
with the  Trademark,  all rights  pertaining  to the  Trademark and such further
goodwill  are and shall  remain the  exclusive  property  of Dicom or the owners
thereof.  CLG  further  acknowledges  and agrees  that its use of the  Trademark
pursuant to the conditions and terms of this Agreement  shall not entitle CLG to
acquire any rights in the Trademark,  other than the licensed  rights to utilize
same as described herein. By execution hereof,  and to the extent possible under
applicable  law,  CLG  hereby  assigns  to Dicom  all of its  right,  title  and
interest, if any, in and unto the Trademark, and further Dicom agrees to execute
and deliver such  instruments  and take such other action as may be required and
requested by Dicom to carry out the assignment contemplated herein.


     (c) CLG shall promptly comply on a prospective  basis with all instructions
and  specifications  from time to time  communicated by Dicom in connection with
the use and display of the Trademark, not inconsistent with this Agreement.

     15. Trademark Protection. CLG acknowledges that the trademarks, trade names
and design marks  ("Trademark") used by Dicom and listed on Exhibit "E" attached
hereto and  incorporated  herein by this reference are the  proprietary and sole
property of Dicom or otherwise  licensed to Dicom for its use. CLG shall not use
the  Trademark(s),  except in the normal course of advertising and marketing the
Dicom  Dental  Softwares  and shall  appropriately  designate  the rights of the
parties therein on such advertising and marketing materials. CLG will distribute
the Dicom Dental  Softwares  only under Dicom's  proprietary  rights therein and
shall  take all  reasonable  action to  protect  Dicom's  rights  therein.  Upon
termination of this  Agreement,  CLG shall  immediately  cease the use of any of
Dicom's proprietary trademarks, trade names, design marks or rights.

16. Trademark Protection and Infringement.


     (a)  Dicom  may  obtain  at its own cost and  expense  and in its own name,
appropriate  trademark  registrations for the Dicom Dental Softwares.  Dicom and
CLG shall  cooperate with each other using their diligent best efforts to obtain
such registrations, which set forth Dicom's interests and rights in and unto the
Dicom Dental  Software.  If Dicom  requires any  specimens or copies of invoices
establishing  dates of first use of the Dicom Dental Software in connection with
filing any application for trademark registration,  CLG shall provide Dicom with
such specimens.

(b) CLG agrees that it shall not, at any time:

(i) apply for any registration of any trademark or other designation,
which would adversely affect Dicom's rights in the Trademark;

(ii) file any document with any governmental authority or take any action
which would adversely affect Dicom's rights in the Trademark;

(iii) use or authorize the use of any trademark, trade name or other
designation identical with or confusingly similar to the Trademark;


     (iv) use the Trademark, or sell, offer to sell, distribute or advertise the
Dicom Dental  Software in any manner that does not comply with the provisions of
all applicable federal, state and local laws and regulations including,  without
limitation, those relating to the use of trademarks;

(v) use or display the Trademark in a manner which might be confusing or
deceptive or might injure the good will and reputation associated with the
Trademark; or

(vi) otherwise commit any act, which would create a potential liability
on the part of Dicom or would adversely affect the goodwill and reputation
of the Trademark.


     (c) Dicom  shall  have the right,  but not the  obligation,  to  prosecute,
defend and/or settle at its own cost and expense and in its sole discretion, all
actions,  proceedings and claims involving the Trademark,  and to take any other
action that it deems proper or necessary for the protection and  preservation of
its  rights in the  Trademark.  In its sole  option,  Dicom may take any  action
described  above  in its own  name,  and/or  in the  name of CLG,  and CLG  will
cooperate fully therewith.  All expenses of any action taken by Dicom to protect
its interests in the Trademark  shall be borne by Dicom,  and all relief granted
in  connection  therewith  shall be solely for the  account of Dicom,  except as
described  herein where CLG may  participate  in such  action.  In the event CLG
determines, in its absolute and sole discretion,  that it desires to participate
with Dicom in any action, proceeding and/or claim or to initiate it's own action
to  protect  its  interests  in the Dicom  Dental  Software  which  utilize  the
Trademark,  then CLG shall  proportionately  bear its  portion  of the  expenses
related  to same with  Dicom,  and shall  proportionately  benefit in the relief
granted in connection  therewith as it relates to CLG's rights. CLG shall notify
Dicom  promptly of any adverse,  pending or threatened  action in respect of the
Trademark,  and of any use by third  parties  that  would  or  might  tend to be
adverse to the rights of Dicom,  if said action against the Trademark or adverse
use of the Trademark becomes known to CLG.

17. Representations and Warranties.

(a) Dicom represents and warrants to CLG:

(i) that it is a British Columbia corporation, duly organized, validly existing
and in good standing under the laws of said State;

(ii) that it has the full right, power and authority to enter into and perform
the obligations contemplated in this Agreement;

(iii) that this Agreement constitutes a legal, valid and binding obligation of
Dicom, enforceable in accordance with its conditions and terms; and


     (iv) that neither Dicom nor any of its shareholders,  directors or officers
is subject to, or a party to, any agreement, obligation, claim, action, order or
judgment,  in effect,  pending or threatened,  which would  adversely  affect or
otherwise interfere with Dicom's performance under this Agreement.

(v) that the Dicom Dental Software will function as specified in
accordance with the current version of the Help documentation
that resides on the Dicom Dental Software.


(b) CLG represents and warrants to Dicom:

(i) that it is a British Columbia corporation, duly organized, validly existing
and in good standing under the laws of said Nation;

(ii) that it has the full right, power and authority to enter into and perform
the obligations contemplated in this Agreement;

(iii) that this Agreement constitutes a legal, valid and binding obligation
of CLG, enforceable in accordance with its conditions and terms;

     (iv) that neither CLG nor any of its shareholders, directors or officers is
subject to, or a party to, any agreement,  obligation,  claim,  action, order or
judgment,  in effect,  pending or threatened,  which would  adversely  affect or
otherwise interfere with CLG's performance under this Agreement.

18. Indemnification.


     (a) CLG hereby indemnifies Dicom and holds Dicom harmless and defends Dicom
from and against  any and all  claims,  suits,  losses,  liabilities,  causes of
action,  damages  and  costs  (including  reasonable  attorneys'  fees),  or the
settlement   or  avoidance   thereof,   arising  out  of  any  breach  of  CLG's
representations and warranties or breach of this Agreement. For purposes of this
subparagraph,  "CLG" shall include CLG's officers, directors, employees, agents,
subsidiaries, parents and affiliates and partners.

<PAGE>

     (b) Dicom  hereby  indemnifies  CLG and holds CLG  harmless and defends CLG
from and against  any and all  claims,  suits,  losses,  liabilities,  causes of
action,  damages  and  costs  (including  reasonable  attorneys'  fees),  or the
settlement  or  avoidance  thereof,   arising  out  of  any  breach  of  Dicom's
representations  and  warranties  or  this  Agreement.   For  purposes  of  this
subparagraph,  "Dicom" shall include  Dicom's  officers,  directors,  employees,
agents, subsidiaries, parents and affiliates.

(c) The provisions of this Section shall survive the termination or expiration
of this Agreement.


     19. Marketing and Sales. CLG shall use its reasonable efforts to advertise,
promote,  market,  distribute,  lease and/or sell the CLG during the Term at its
own  expense;  however,  CLG shall  have the  discretion  to  determine  and set
conditions and terms for the promotion,  marketing,  licensing,  sale and use of
the CLG  described  herein,  subject  to  Dicom's  approval  rights set forth in
Section 13 [Quality, Notices and Approvals] herein. CLG shall be responsible for
distribution of the CLG through  appropriate  distribution  channels,  which may
include  any of CLG's  existing  distribution  channels;  however,  the level of
promoting and marketing  efforts for the CLG engaged in by CLG shall be at CLG's
discretion.


     20. Non-Compete. CLG shall not develop, release,  manufacture,  distribute,
license,  sell, rent or lease to third parties or end users a directly competing
product  to the  Dicom  Dental  Software  during  the  Term  of  this  Agreement
(hereinafter called the "Non-Compete  Period") without the written permission of
Dicom. For the purposes of this Section, "directly competing product" shall mean
any digital  imaging  software,  whether  implemented  in  software,  shareware,
firmware or hardware,  whether  implemented in any of the available platforms or
not, utilized in any business context.


21. Dicom Dental Software Ownership.

     (a) Code  Ownership.  Dicom has  developed  and owns,  or has the  licensed
rights to use, and has copyright and trademark rights thereto where  applicable,
all of the  proprietary  software in object code form and all  modifications  or
additions to such code (hereinafter  collectively  called "Proprietary Code") as
is incorporated at any time in the Dicom Dental  Software.  The Proprietary Code
may be expanded  upon during the Term of this  Agreement  and shall remain under
the exclusive  ownership and control of Dicom. CLG  acknowledges  that it has no
right,  title or  interest  in or unto the  Proprietary  Code and further has no
right,  title or  interest  in or unto  the  Dicom.  By  execution  hereof,  CLG
acknowledges  and agrees that all property rights to the Proprietary  Code shall
remain  the  exclusive  property  of Dicom,  and to the  extent  possible  under
applicable  law,  CLG  hereby  assigns  to Dicom  all of its  right,  title  and
interest,  if any, in and unto the Proprietary Code (to secure Dicom's ownership
of the Proprietary  Code which is integrally  incorporated  therein) and further
CLG agrees to execute and deliver such instruments and take such other action as
may be required and requested by Dicom to carry out the assignment  contemplated
herein.


     (b)  Restrictions.   Any  provision  to  the  contrary  in  this  Agreement
notwithstanding,  CLG  shall  not have the  right to sell,  license,  market  or
otherwise  convey or authorize any use for the Dicom Dental Software  whatsoever
outside of the field of  Dentistry,  nor shall CLG have the right to  sublicense
the Dicom Dental  Software in any manner  whatsoever,  except that CLG may grant
end user licenses to customers in the dental  professions  pursuant to the terms
of this  Agreement  and enter into  agreements  with other parties to resell the
Dicom Software. CLG shall not be permitted to sell the Dicom Dental Software for
an amount less than than Dicom's  current retail and dealer pricing as posted by
Dicom from time to time without the express  written  permission  of Dicom.  Any
restrictions,  provisions or limitations of this  Agreement,  which apply to the
Dicom Dental Software, also apply to the CLG.


     22.  Disclaimer.  THE  WARRANTIES  IN  THIS  AGREEMENT  REPLACE  ALL  OTHER
WARRANTIES,  EXPRESS OR IMPLIED,  INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
OTHER FOR ANY LOSS OF  PROFITS  OR OTHER  INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES
ARISING  OUT OF OR IN  CONNECTION  WITH THIS  AGREEMENT  OR ANY  PERFORMANCE  OR
NONPERFORMANCE HEREUNDER, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.

23. Master Delivery and Acceptance.


     (a) Dicom will develop and provide to CLG the Dicom Dental  Software (i.e.,
CLG One - CLG Six) in the  form of a Master  developed  in  accordance  with the
specifications   for   same   (hereinafter   called   "Specifications"),   which
Specifications  shall be mutually  acceptable  to Dicom and CLG but developed in
Dicom's  absolute  and sole  discretion  relative  to the  appropriate  software
considerations  for same. In  accordance  with the  Specifications,  Dicom shall
provide and deliver to CLG the Master for CLG One on or before  March 17,  2000.
Subsequent  Masters for the additional  Dicom Dental Software for CLG (i.e., CLG
Two - CLG Six) shall be provided and  delivered to CLG by Dicom  throughout  the
Term . In the event that CLG  requests  that Dicom create  further  Dicom Dental
Software  thereafter for CLG's use, CLG will gather all of the necessary Feature
information  and  material  and forward an order for same to Dicom to  determine
whether  Dicom desires to develop and create same  including  the  consideration
that Dicom will receive for such additional development. In the event that Dicom
determines  that it desires to develop and create the  additional  Dicom  Dental
Software  for  CLG,  then  Dicom  will  develop  same  in  accordance  with  the
Specifications  relating to the new development software and will provide to CLG
a timetable  for the delivery of same.  Notwithstanding  anything  herein to the
contrary,  Dicom  shall  have a period  of  fifteen  (15) days  within  which to
determine  whether Dicom will  undertake  and accept an  assignment  from CLG to
develop and create  additional  Dicom  Dental  Software  for CLG  including  the
consideration and determinations  relative to same. Dicom shall agree to use its
best  efforts  to  modify  the CLG  during  the  first  year of the  Term to the
satisfaction  of CLG and shall use its best efforts to provide CLG with at least
one additional CLG each year thereafter throughout the course of the Term. Dicom
also agrees to upgrade the CLG whenever the Dicom Dental Software is upgraded at
no additional cost to CLG.

     (b) Dicom  agrees to provide  CLG  testing  subject to further  independent
examination and testing by third parties of CLG's  choosing.  Dicom shall advise
CLG in writing that it has  completed  its testing  program and shall submit the
respective  CLG to CLG for  independent  testing  if CLG so  desires.  After the
delivery of each respective CLG (hereinafter  called "Delivered  Product"),  CLG
shall  evaluate the Delivered  Product and shall submit a written  acceptance or
rejection of same within ten (10) days of its submission for  consideration.  In
the event that CLG does not issue a written  acceptance or rejection  within the
ten (10) day period  described  herein,  then CLG's  silence  shall be  consider
acceptance for purposes of accepting the Delivered Product under this Agreement.

(c) In addition to the CLG "Master" which Dicom will deliver to CLG, Dicom will
retain an additional "Master" of each respective CLG at its offices.

     24.  Export  Control.  This  Agreement  is made  subject to any  applicable
regulation,  restrictions  or orders on the  export  from the  United  States of
America of control of commodities,  technical data or of information  concerning
such  technical  data,  which  might be imposed  from time to time by the United
States of America. CLG will not export,  indirectly or directly,  any of the CLG
or other Dicom  Dental  Software  to any country for which the United  States of
America or any agency  thereof  requires  governmental  approval  at the time of
export without first obtaining an export license or requires the existence of an
export license for same, and further subject to the requirement that CLG must be
able to export  the CLG to said  country  in  accordance  with this  Agreement's
conditions and terms.  CLG UNDERSTANDS  THAT IT IS ONLY PERMITTED TO SELL IN THE
TERRITORY AND MAY NOT SELL THE DICOM DENTAL SOFTWARE TO ANY PARTY OUTSIDE OF THE
TERRITORY.  If CLG receives an inquiry from outside of the Territory,  but for a
country  in  which  Dicom  has not yet  made an  exclusive  relationship  with a
reseller and forwards the same to Dicom and a sale results from such an inquiry,
Dicom shall pay to CLG one-half of the gross receipts from such sale or sales.


     25.  Shipment of Masters.  Dicom will ship the  respective CLG "Masters" to
CLG, or if CLG desires to its Replicator  designated through written instruction
to Dicom, and will utilize the shipment carrier and method  instructed by CLG in
its order to arrange for the shipment of the  respective  Master and will insure
same during such shipment. Such shipment from Dicom to CLG shall be from Dicom's
place of business to CLG or CLG's Replicator and all shipping,  freight, tax and
insurance charges therefore shall be CLG's  responsibility.  Risk of loss of the
respective  Master shall be CLG's risk after Dicom has delivered the  respective
Master to the appropriate carrier for shipment.


     26.  Reproduction  of  Masters.  CLG shall  arrange for  manufacturing  and
replication of the respective CLG Masters with a Replicator acceptable to Dicom.
Before delivering the respective Master to such Replicator, CLG shall provide to
Dicom an Agreement of Non-disclosure and Confidentiality  between the Replicator
and CLG ensuring that all of the proprietary and other  information  relating to
the respective Master are not disclosed to third parties without Dicom's written
consent. CLG shall designate in monthly reports how many respective CLG. CLG has
created from a respective  Master and shall  provide such report to Dicom within
fifteen  (15)  days  after  the end of any  respective  month  during  which CLG
replicated the Master for  distribution or otherwise.  Such information from CLG
to Dicom shall notify Dicom in writing of such replication of CLG or other Dicom
Dental Software from a respective Master in a timely manner.


     27. Packaging. CLG will distribute and market the respective CLG, including
any Updates,  Upgrades or Add-Ons thereto (i.e.,  Supplemental  Products),  only
under the covenants, conditions and terms of the Shrinkwrap License (hereinafter
called the "Shrinkwrap  License")  attached hereto as Exhibit A and incorporated
herein by this reference which CLG shall ensure is included with each respective
CLG  delivered by same.  CLG shall not, and will not exercise any  authority to,
make  representations,  warranties  or  statements  concerning  the CLG that are
inconsistent or exceed the Shrinkwrap License.


     28..  Support.  Dicom and CLG agree that support for the CLG shall  utilize
the  Internet,  E-mail and  telephone  resources to provide  reasonable  support
consistent  with and the terms and conditions as described in Exhibit G attached
hereto and incorporated  herein by this reference and shall include at least two
visits to the offices of CLG by Dicom personel per Term year of this  Agreement,
the reasonable business travel expenses of which shall be borne by CLG.

     29. Relationship.  Nothing herein contained shall be construed to place CLG
and Dicom in a relationship as partners, joint venturers, employer and employee,
or principal and agent,  respectively,  and neither CLG nor Dicom shall have the
power to bind or obligate the other party in any manner whatsoever.


     30. Assignment. Neither Dicom nor CLG shall sublicense,  transfer or assign
any rights herein granted,  except (upon prior written notice to CLG) to Dicom's
subsidiaries,  affiliates or parents,  or to CLG's  subsidiaries,  affiliates or
parents,  without obtaining the other respective party's prior written approval,
which approval shall not  unreasonably be withheld or delayed,  and, if granted,
shall  be  conditioned  upon  the  sublicensee's,  transferee's,  or  assignee's
agreement  in writing  to abide by the same  obligations,  conditions  and terms
applicable to the respective parties hereto.


     31. Notices. All notices,  approvals and other communications  provided for
in this  Agreement  shall be made in  writing  and  delivered  personally  or by
certified or registered mail, return receipt requested,  postage prepaid, to the
parties at their  addresses set forth below,  or to such address as either party
may specify by like  written  notice to the other and shall be deemed given when
received.  Failure  to accept  certified  or  registered  mail shall be deemed a
receipt  thereof  within ten (10) days after the first notice of delivery of the
certified or  registered  mail.  Any entity may change its address as designated
herein by giving notice thereof as provided herein.

If to CLG: ........c/o Laurence Armstrong
 ........Armstrong Nikolich
 ........Suite 300 - 1005 Langley Street
 ........Victoria, BC
 ........V8W 1V7.. ........

If to Dicom: ........Dicom Imaging Systems, Inc.
 ........Suite 847 1350 East Flamingo Blvd.
 ........Las Vegas Nevada, 89119
 ........Attn Mr. Wayne Rees

 ........
or such other address either party from time to time specify in writing to the
 other.

     32.  Confidentiality.  Dicom and CLG agree that the conditions and terms of
this Agreement shall be deemed  confidential  information between the respective
parties.  Each respective party expressly undertakes to retain in confidence and
to require its directors,  officers,  employees,  representatives  and agents to
retain in confidence all  information  between the  respective  parties that the
disclosing  party has  identified as being  confidential  and/or  proprietary or
which, by the nature of the circumstances surrounding the disclosure,  should in
good faith be treated as confidential and/or  proprietary.  Without limiting the
foregoing, all of the conditions and terms of this Agreement shall be considered
confidential  and shall not be disclosed  (except to either  respective  party's
prospective   acquisition  partners,   accountants,   attorneys,   advisors  and
consultants,   including  financial   institutions  and  sources  and  potential
financing entities, together with such foregoing entities' directors,  officers,
employees, representatives and agents, on a need to know basis and provided that
such  parties  are  bound by the  conditions  and  terms of this  non-disclosure
section) without the prior written consent of the other respective party, except
that the respective parties may disclose confidential information as required by
governmental entity or court of law with the power to compel such disclosure but
only after giving the other  respective  party an opportunity  and due notice to
defend against the disclosure requirement.  The respective parties stipulate and
agree that upon  expiration or termination of this  Agreement,  each  respective
party will return to the other respective party all specifications, memorandums,
blue prints, drawings, designs, devices, documents, notes and any other material
containing or disclosing any confidential and/or proprietary  information of the
other  respective  party.  The respective  parties may mutually agree in writing
that rather than returning all said documentation,  the possessing party of such
documentation shall destroy the confidential  and/or proprietary  information in
its possession in accordance with this section.  Neither  respective  party will
retain  any such  documentation  relating  to  confidential  and/or  proprietary
information without the other respective party's prior written approval thereof.


     33. Mediation/Arbitration.  Any controversy, claim, misunderstanding, cause
of  action,  matter in  question,  breach  or  disagreement  arising  out of, or
relating to, this Agreement  (hereinafter  called "Dispute") shall be decided by
mediation or arbitration as follows:


     (a)  Mediation:  The party  seeking  resolution  of a Dispute  (hereinafter
called  "Complaining  Party") shall provide the other party (hereinafter  called
"Responding  Party") with written  notice  describing the Dispute and requesting
mediation  (hereinafter  called "Mediation Notice") thereof including the naming
therein of its proposed mediator.  Within ten (10) calendar days of the delivery
date of  Mediation  Notice,  the  respective  parties  shall  appoint a mutually
acceptable  mediator  (hereinafter  called  "Mediator")  to resolve the Dispute.
Within a reasonable  period of time thereafter,  not to exceed ten (10) calendar
days after  appointing  the  Mediator,  the  respective  parties in  controversy
("Dispute")  shall submit their  respective cases to the Mediator who shall hear
the evidence and render a final decision  thereon within three (3) calendar days
after the close of the evidence. The respective parties agree that the mediation
of the Dispute shall take place in Bellingham, Washington or such other location
mutually  acceptable  to the  respective  parties,  and  shall  be  governed  by
Washington  law. Any decision or award rendered by the Mediator,  and acceptable
to the respective parties, shall be final and judgment thereon may be entered in
accordance with applicable law in any Court having jurisdiction  thereof. If the
Mediator shall demand  compensation  for its services  prior to mediation,  then
Complaining  Party and  Responding  Party shall pay said Mediator  expenses on a
fifty-fifty  (50-50)  basis  in  advance  of the  mediation.  The  substantially
prevailing  party in  mediation  shall be entitled to recover all  expenses  and
costs of mediation  including its  reasonable  attorney's  fees and any advanced
Mediator's expenses from the non-prevailing party.
<PAGE>



     (b)  Arbitration:  In the  event the  respective  parties  do not  select a
mutually  acceptable mediator within ten (10) calendar days of Mediation Notice,
the Complaining Party shall notify the Responding Party in writing of its demand
to  arbitrate,   and  shall  designate  in  such  notice   (hereinafter   called
"Arbitration Notice") the name of its arbitrator.  Within ten (10) calendar days
of the delivery date of Arbitration  Notice,  Responding  Party shall select its
arbitrator. Within twenty (20) calendar days of the delivery date of Arbitration
Notice,  the two (2)  arbitrators so selected  shall appoint a third  arbitrator
(third  arbitrator  hereinafter  called "The  Arbitrator").  Within  thirty (30)
calendar days of the delivery date of Arbitration  Notice the respective parties
in controversy  ("Dispute")  shall submit their respective cases to the panel of
Arbitrators  who shall hear the  evidence  and render a final  decision  thereon
within three (3) calendar days after the close of the evidence.  The  respective
parties agree that the  arbitration  shall take place in Seattle,  Washington or
such other location mutually acceptable to the respective parties,  and shall be
governed  by  Washington  law  in  accordance  with  the  American   Arbitration
Association regulations and rules except as otherwise supplemented,  modified or
amended  herein.  The Arbitrator  shall be empowered to take such procedural and
discovery actions as the the Arbitrator deems appropriate, to the same extent as
a court acting pursuant to the Federal Rules of Civil Procedure. Any decision or
award  rendered by the  Arbitrator  shall be final and  judgment  thereon may be
entered in  accordance  with  applicable  law in any court  having  jurisdiction
thereof. If the Arbitrator shall demand compensation for their services prior to
arbitration,  then  Complaining  Party  and  Responding  Party  shall  pay  said
Arbitrators'  expenses  on  a  fifty-fifty  (50-50)  basis  in  advance  of  the
arbitration. The substantially prevailing party in arbitration shall be entitled
to recover  all  expenses  and costs of  arbitration  including  its  reasonable
attorney's fees and any advanced  Arbitrators'  expenses from the non-prevailing
party.


     (c) Equitable Remedy. Notwithstanding this Agreement's conditions and terms
relating to mediation  and/or  arbitration of Disputes,  the respective  parties
acknowledge  and agree that breach of certain of the  covenants,  conditions and
terms of this Agreement,  such as a breach creating irreparable harm, would have
an inadequate remedy at law, and may not be adequately remedied by damages,  and
further consent and agree that temporary and/or  permanent  injunctive and other
relief  may be  sought  and  pursued  to  prevent  irreparable  harm  to  either
respective party for breach of this Agreement's covenants,  conditions and terms
without waiving the right to seek actual damages thereafter.

34. Miscellaneous.


     (a) Legal Representation. Each party to this Agreement has been represented
by counsel in the negotiation of this Agreement and accordingly, no provision of
this Agreement shall be construed against a party due to the fact that it or its
counsel  drafted,  dictated or modified this  Agreement or any condition or term
thereof.

     (b)  Further  Instruments.  Each  party  hereto  shall,  from time to time,
execute and deliver  such further  instruments  as any other party or parties or
its counsel may reasonably request to effectuate the intent of this Agreement.
(c) Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns,
if and when applicable.


     (d)   Survival  of   Representations   and   Warranties.   The   respective
representations,  warranties and  agreements of the  respective  parties to this
Agreement and contained in this Agreement shall survive and remain in effect.


     (e)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of Washington.  Wherever  possible,  each
provision,  condition and term of this  Agreement  shall be  interpreted in such
manner as to be effective and valid under  applicable law; but if any provision,
condition or term of this Agreement, or any documentation executed and delivered
hereto,  shall be prohibited by or invalid under such  applicable law, then such
provision,  condition  or  term  shall  be  ineffective  to the  extent  of such
prohibition or invalidity, without invalidating the remainder of such provision,
condition  or term or the  remaining  provisions,  conditions  and terms of this
Agreement or any documentation executed and delivered pursuant hereto.

     (f) Section  Headings.  The section headings inserted in this Agreement are
for  convenience  only and are not intended  to, and shall not be construed  to,
limit, enlarge or affect the scope or intent of this Agreement,  nor the meaning
of any provision, condition or term hereof.


     (g)   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same document.


     (h) Entire Agreement.  This Agreement contains the entire Agreement between
the respective  parties  hereto and supersedes any and all prior  agreements and
understandings between the parties hereto relating to the subject matter hereof.
No statement or representation of the respective parties hereto, their agents or
employees,  made outside of this Agreement, and not contained herein, shall form
any  part  hereof  or  bind  any  party  hereto.  This  Agreement  shall  not be
supplemented,  amended or modified  except by written  instrument  signed by the
respective parties hereto. (i) Attorneys' Fees and Costs: In any Dispute arising
out of or pertaining to this Agreement,  the prevailing  party, or substantially
prevailing  party in multiple claims as the case may be, shall be entitled to an
award of its attorneys' fees and costs after a finally  sustained  determination
or decision,  whether incurred before,  after or during mediation,  arbitration,
trial, or upon any appellate level.

     (j) Time:  Time is of the essence of this  Agreement.  When any time period
specified herein falls upon a Saturday, Sunday or legal holiday, the time period
shall be extended to 5:00 P.M. on the next ensuing business day.
<PAGE>


IN WITNESS WHEREOF, the undersigned respective parties have caused this
Agreement to be executed in their names the day and year first above written.

Signed, sealed and delivered in the "CLG"
presence of:
CLG Investments, Inc.


By:

Print: Partner
Witness as to CLG

(Corporate Seal)

"DICOM"

DICOM IMAGING SYSTEMS, INC., a Nevada corporation



By:

Print: As its ___________________________
Witness as to Dicom

(Corporate Seal)

<PAGE>

Exhibit List



EXHIBIT A - shrink wrap license attached (needs work)
EXHIBIT B - delivery schedule
EXHIBIT C- royalty payments and payment schedule
EXHIBIT D- term and renewal conditions -
EXHIBIT E - Dicom Trademarks
EXHIBIT F - CLG trademarks
EXHIBIT G - Support by Dicom



<PAGE>

EXHIBIT A - End User Software License



     IMPORTANT - READ CAREFULLY:  This Dicom End-User License Agreement ("EULA")
is a legal  agreement  between you (either an individual or a single entity) and
Dicom Imaging Systems,  Inc. ("Dicom") for the Dicom software product identified
above,  which  includes  computer  software  and may include  associated  media,
printed  materials,   and  "online"  or  electronic   documentation   ("SOFTWARE
PRODUCT"). By installing,  copying, or otherwise using the SOFTWARE PRODUCT, you
agree to be bound by the terms of this EULA. If you do not agree to the terms of
this EULA, do not install, copy or use the SOFTWARE PRODUCT.
SOFTWARE PRODUCT LICENSE

The SOFTWARE PRODUCT is protected by copyright laws and international copyright
treaties, as well as other intellectual property laws and treaties.
The SOFTWARE PRODUCT is licensed, not sold.


1. GRANT OF LICENSE. This EULA grants you the following rights:

     Software License. Dicom grants you the right to make and use as many copies
of the  SOFTWARE  PRODUCT as you have  validly  licensed  copies of Dicom  Image
Explorer and related  modules.  You may also make copies of the SOFTWARE PRODUCT
for backup and archival purposes.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
 Maintenance of Copyright Notices. You must not remove or alter any
copyright notices on all copies of the SOFTWARE PRODUCT.

     Limitations on Reverse Engineering, Decompilation, and Disassembly. You may
not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and
only to the extent that such activity is expressly  permitted by applicable  law
notwithstanding this limitation.

     Separation  of  Components.  The  SOFTWARE  PRODUCT is licensed as a single
product.  Its  component  parts  may not be  separated  for use on more than one
computer.

 Rental. You may not rent, lease, or lend the SOFTWARE PRODUCT.

     Performance or Benchmark  Testing.  You may not disclose the results of any
benchmark test of the SOFTWARE  PRODUCT to any third party without Dicom's prior
written approval.

     Support  Services.  Dicom may provide you with support  services related to
the SOFTWARE PRODUCT ("Support  Services").  Use of Support Services is governed
by the Dicom  policies  and programs  described in the user manual,  in "online"
documentation,  and/or  in  other  Dicom-provided  materials.  Any  supplemental
software  code  provided  to you  as  part  of the  Support  Services  shall  be
considered part of the SOFTWARE  PRODUCT and subject to the terms and conditions
of this EULA. With respect to technical information you provide to Dicom as part
of the  Support  Services,  Dicom  may use  such  information  for its  business
purposes, including for product support and development.  Dicom will not utilize
such technical information in a form that personally identifies you.


     Software  Transfer.  You may permanently  transfer all of your rights under
this EULA (i) only in  conjunction  with a permanent  transfer  of your  validly
licensed  copy or copies of Dicom Image  Explorer ; (ii) provided you retain no
copies;  (iii) you transfer all of the SOFTWARE PRODUCT (including all component
parts, the media and printed materials,  any upgrades;  (iv) if applicable,  you
include the  Certificate of  Authenticity,  and (v) the recipient  agrees to the
terms of this EULA.  If the SOFTWARE  PRODUCT is an upgrade,  any transfer  must
include all prior versions of the SOFTWARE PRODUCT.

     Termination.  Your rights under this EULA terminate upon the termination of
your Dicom Image Explorer ;  operating  system EULA.  Without  prejudice to any
other rights, Dicom may terminate this EULA if you fail to comply with the terms
and  conditions of this EULA. In such event,  you must destroy all copies of the
SOFTWARE PRODUCT and all of its component parts.

     3. UPGRADES.  If the SOFTWARE PRODUCT is labeled as an upgrade, you must be
properly licensed to use a product identified by Dicom as being eligible for the
upgrade in order to use the SOFTWARE  PRODUCT.  A SOFTWARE PRODUCT labeled as an
upgrade  replaces and/or  supplements the product that formed the basis for your
eligibility for the upgrade.  You may use the resulting upgraded product only in
accordance with the terms of this EULA. If the SOFTWARE PRODUCT is an upgrade of
a component  of a package of  software  programs  that you  licensed as a single
product,  the SOFTWARE  PRODUCT may be used and transferred only as part of that
single  product  package  and may not be  separated  for  use on more  than  one
computer.

     4. COPYRIGHT. All title, including but not limited to copyrights, in and to
the SOFTWARE PRODUCT and any copies thereof are owned by Dicom or its suppliers.
All title and  intellectual  property  rights in and to the content which may be
accessed  through use of the SOFTWARE  PRODUCT is the property of the respective
content owner and may be protected by applicable copyright or other intellectual
property laws and treaties.  This EULA grants you no rights to use such content.
All rights not expressly granted are reserved by Dicom.

     5. U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE PRODUCT is provided with
RESTRICTED RIGHTS. Use, duplication,  or disclosure by the Government is subject
to  restrictions  as set  forth in  subparagraph  (c)(1)(ii)  of the  Rights  in
Technical  Data  and  Computer   Software   clause  at  DFARS   252.227-7013  or
subparagraphs  (c)(1) and (2) of the  Commercial  Computer  Software  Restricted
Rights  at 48 CFR  52.227-19,  as  applicable.  Manufacturer  is  Dicom  Imaging
Systems, Inc.

     6. EXPORT RESTRICTIONS. You agree that you will not export or re-export the
SOFTWARE  PRODUCT to any country,  person,  entity or end user subject to U.S.A.
export  restrictions.  Restricted  countries  currently  include,  but  are  not
necessarily  limited to Cuba, Iran, Iraq, Libya, North Korea,  Sudan, and Syria.
You  warrant  and   represent   that   neither  the  U.S.A.   Bureau  of  Export
Administration  nor any other federal  agency has  suspended,  revoked or denied
your export privileges.

     7. NO WARRANTIES.  Dicom expressly  disclaims any warranty for the SOFTWARE
PRODUCT. THE SOFTWARE PRODUCT AND ANY RELATED  DOCUMENTATION IS PROVIDED "AS IS"
WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,
WITHOUT  LIMITATION,  THE IMPLIED  WARRANTIES OR CONDITIONS OF  MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE,  OR  NONINFRINGEMENT.  THE ENTIRE RISK ARISING
OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH YOU.

     8.  LIMITATION  OF  LIABILITY.  In no event shall Dicom or its suppliers be
liable for any damages whatsoever  (including,  without limitation,  damages for
loss of business profits,  business interruption,  loss of business information,
or any other  pecuniary  loss) arising out of the use of or inability to use the
SOFTWARE  PRODUCT,  even if Dicom has been  advised of the  possibility  of such
damages.  Because some states and  jurisdictions  do not allow the  exclusion or
limitation  of liability for  consequential  or  incidental  damages,  the above
limitation may not apply to you.

MISCELLANEOUS

If you acquired this product in the United States, this EULA is governed by the
 laws of the State of Washington.


     If you acquired  this product in Canada,  this EULA is governed by the laws
of the  Province of Ontario,  Canada.  Each of the  parties  hereto  irrevocably
attorns to the jurisdiction of the courts of the Province of Ontario and further
agrees to  commence  any  litigation  which may arise  hereunder  in the  courts
located in the Judicial District of York, Province of Ontario.

If this product was acquired outside the United States, then local law may
apply.




<PAGE>

EXHIBIT B Dicom Dental Software Master CD's and delivery schedule

March 17, 2000 Closing/payment date

Master A
imagEXPLORER/EDITOR
Whitener
Update
Network Version
Company Video Tour

Master B
imagEXPLORER/EDITOR training
Whitener training
How to install Capture card
How to install Network

Master C
Simulator
Whitener
Update
Network Version
Company Video Tour

Master D
Simulator Help Training
Simulator Overview
Digital Photography Overview

Master E
Simulator Overview
Digital Photography Overview

Master F
Esthetic Evaluation Form

Master G
Lecturer Presentation CD

Master H
Sentry Software Codes


On or about August, 15 2000 for the following:

Master I
LabRX

Master J
LabRX training




Master K
XRAY

Master K
XRAY training




EXHIBIT C
ROYALTY PAYMENTS, LICENSE FEE AND PAYMENT SCHEDULES

     For the sum of $2,250,000 USD ("License  Fee"),  Dicom hereby grants to CLG
the exclusive  distribution rights and accompanying license to distribute copies
of  Dicom's  imageEXPLORER,   imagEDITOR,   Whitener  and  Simulator  ("Licensed
Products")  dental  imaging  software  ("License")  within the  territory of the
Mexico,  Brazil, Spain and Portugal  ("Territory").  The License shall extend to
any other dental  imaging  software  products  developed  by Dicom,  if and when
available.  $750,000  USD of the  License  Fee is due  upon  execution  of  this
Agreeement.  The remaining $1,500,000 USD of the License Fee is due in two equal
installments due by August 1, 2000 and December 20, 2000  respectively.  Time is
of the  essence  with  respect to the  payment of the  License  Fee and no grace
period is  permitted.  In addition to the License  Fee, CLG shall pay to Dicom a
royalty of 20% of the Gross Receipts of all Licensed products, including service
and support  related to any licensed  product  during the term of the  Agreement
("Royalty").  The Minimum  Royalty  Payment  due on the first,  second and third
anniversaries  of the  agreement  shall be $400,000,  $800,000  and  $1,600,000,
respectively  and shall be $1,600,000 each year thereafter upon renewal,  at the
option of CLG.  No License Fee shall be due for any  renewal  period,  above and
beyond the Minimum Royalty Payment.


<PAGE>

EXHIBIT D
TERM AND RENEWAL CONDITIONS

     The term of this  Agreement is three years.  This Agreement may be extended
by CLG for  additional  one  year  terms,  provided  CLG  notifies  Dicom of its
intention in writing to so extend at least  ninety days prior to the  expiration
of the original  term.  In the event of a renewal,  CLG shall pay no  additional
yearly  License  Fee, but shall make  Minimum  Royalty  Payments as specified in
Exhibit C attached hereto.  In addition,  Dicom shall use its good faith efforts
to cooperate  with CLG to  negotiate  the  extention of this  agreement to other
Latin American countries at CLG's request.


<PAGE>

EXHIBIT E
DICOM TRADEMARKS

ImagEXPLORER
ImagEDITOR
Dicom Imaging Systems, Inc.
Dental Imaging Suite
LabRX
XRAY
Simulate
Simulator
Whitener
Image Explorer
Image Editor
The Imaging Standard in Dentistry



<PAGE>

EXHIBIT G
SUPPORT


     Software   Maintenance   by  Dicom.   Dicom  shall  provide  the  following
maintenance  services in the form of software  upgrade and level three  software
support to CLG as described herein:

     I. Level Three Support:  Dicom shall use its best efforts to rectify within
a reasonable time of receipt of written notification by CLG of any problems with
the Product which  results in any  Product's  not being in  conformity  with its
functional  specifications as contained in the documentation delivered with such
Product.  II. New Versions and  Releases:  Dicom shall  provide new versions and
releases  of the  Product as they become  available,  which may  contain  either
modifications  to existing  functions or corrections to minor defects which have
been reported reasonable in advance of the version or release date.


     III.  Product  Supported:  Software  maintenance  services  shall  only  be
provided for the current  release of the Product in effect from time to time and
the release of the Product which  immediately  precedes any  particular  current
release   (provided  that  support  services  shall  not  be  provided  for  any
non-current  release after the first  anniversary of the date of issuance of the
current release) as modified for CLG by Dicom.  Software maintenance services do
not include support of releases of the Product other than as specified above, or
support  of any  modifications  made to the  Product  by CLG or made  for CLG by
persons other than Dicom.  In the event that  Customer or CLG requests  software
maintenance  services  from  Dicom,  and the  case of the  reported  problem  is
subsequently determined by Dicom to be the result of the use of a release of the
Product which is not supported,  or modifications made to the Product by persons
other than Dicom,  or a malfunction  in computer  hardware or other  software or
abnormal operating conditions or accidental damage to the Product (electrical or
otherwise),  then the Customer or CLG shall pay Dicom on a  reasonable  time and
materials basis for the performance of those services.


     IV.  Telephone  Availability:  Dicom  shall  provide  reasonable  telephone
support for the Product  between the hours of 8:30 a.m.  and 5:00 p.m.,  Pacific
Standard Time,  excluding weekends and statutory  holidays,  to CLG's designated
support personnel for a period of one year.

     V. Single Designated Site:  Telephone support services shall be provided by
Dicom to a single designated individual at a single site of CLG to be designated
by written notice from CLG to Dicom.  The location of the designated site may be
changed upon 14 days prior written notice by CLG to Dicom.

VI. Cost: Software maintenance services shall be provided to CLG at
Dicom's rates charged to its customers generally after one
year.