DAKOTA IMAGING, INC.
                                3727 KINGSTON DR.
                              BISMARCK, N.D. 58503

                              CONSULTING AGREEMENT

This consulting and services agreement is entered into, as of, November 22,
2000, between Dakota Imaging, Inc., a North Dakota Corporation, the ("Company")
and Brian Gale, the ("Consultant").

In consideration of the mutual covenants and agreements set forth below, the
parties hereby agree as follows:

1.   Term. The Company hereby retains Consultant as an independent consultant,
     with the duties particularized in Section 2 hereof and subject to other
     terms and conditions particularized herein, and Consultant hereby agrees to
     act as such for the Company, for the period commencing on the date hereof
     and expiring two years from that date, (November 22, 2002).

2.   Duties. During the Term, Consultant shall devote his reasonable best
     efforts to Performing the Services (as determined herein below) on behalf
     of the Company, at such reasonable times and places as determined by
     Consultants. The Company understands and hereby expressly acknowledges that
     the Services to be provided to the Company by Consultant pursuant to the
     terms hereof shall be on a non-exclusive basis only. As employed in this
     Agreement, Services shall mean: that with the understanding that the
     Consultant has other full-time employment, and that, the Consultant will,
     from time to time, as necessary, advise and assist the Company on matters
     relating to business consulting.

3.   Consideration to Consultant to Services. In consideration of the Services
     to be rendered by Consultant to the Company pursuant to the terms hereof,
     the Company shall pay Consultant by the issuance of Three Hundred Fifty
     Thousand (350,000) shares of common stock of Dakota Imaging, Inc., in lieu
     of cash payment.

4.   Representation of Authority. The Company and Consultant each hereby
     represents and warrants that has the necessary power and authority to enter
     into and deliver this Agreement, to perform its obligations hereunder and
     to consummate the transaction contemplated hereby, and that such actions
     have been duly authorized by, respectively, the Company and the Consultant
     in accordance with applicable law.

IN WITNESS WHEREOF, the parties hereto have respectively executed this
Consulting and Services Agreement as of the date first written above.



"The Company"                       "The Consultant"


/s/ Lawrence Nieters                /s/ Brian Gale
--------------------                -----------------------
Lawrence Nieters                    Brian Gale
Pres/Treas/Dir