-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VcKJLNajWQRshOVBE9VrDBPvpUfGV5IfUU1cVuqMMUxbO4AhKxynLgbMJwVkVb8u WBOoUfuNW5b6D4QnLp6N6Q== 0000950147-01-501999.txt : 20020412 0000950147-01-501999.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950147-01-501999 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011203 EFFECTIVENESS DATE: 20011203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIMENSIONAL VISIONS INC/ DE CENTRAL INDEX KEY: 0000836809 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 232517953 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-74384 FILM NUMBER: 1804795 BUSINESS ADDRESS: STREET 1: 2301 WEST DUNLAP STREET 2: SUITE 207 CITY: PHOENIX STATE: AZ ZIP: 85021 BUSINESS PHONE: 6029971990 MAIL ADDRESS: STREET 1: 8855 N. BLACK CANYON HWY STREET 2: STE 2000 CITY: PHOENIX STATE: AZ ZIP: 85021 S-8 1 e-7834.txt FORM S-8 OF DIMENSIONAL VISIONS INCORPORATED As filed with the Securities and Exchange Commission on November 30, 2001 Registration No. ___________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Dimensional Visions Incorporated (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 23-2517953 (I.R.S. Employer Identification No.) Dimensional Visions Incorporated 2301 West Dunlap Avenue, Suite 207 Phoenix, AZ 85021 (602) 997-1990 (Address of Registrant's principal executive offices, including zip code) ADVISOR COMPENSATION PLAN (Full title of the Plan) Prentice Hall Corporation System, Inc. 1013 Centre Road Wilmington, DE 19805 (302) 998-0595 (Name, address and telephone number of agent for service) COPIES TO: Lynne Bolduc, Esq. SENN PALUMBO MEULEMANS, LLP 18301 Von Karman Avenue, Suite 850 Irvine, CA 92612-1009 Approximate Date of Proposed Sale to the Public: As soon as practicable after this Registration Statement becomes effective. CALCULATION OF REGISTRATION FEE
========================================================================================================= Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price per Aggregate Offering Amount of to be Registered Registered Share Price Registration Fee - --------------------------------------------------------------------------------------------------------- Common Stock, $0.001 Par Value(1) 2,250,000 $0.04 $90,000 $22.50 =========================================================================================================
- ---------- (1) Consists of 750,000 shares of common stock issuable to Richard Walker, 750,000 shares of common stock issuable to Mark Bergendahl, and 750,000 shares of common stock issuable to Bradley Wilhite for consulting services. (2) The registration fee is based upon the closing bid price of the Shares as of November 21, 2001 calculated pursuant to Rule 457(c). PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Registrant incorporates the following documents by reference in the registration statement: The Company's Annual Report on Form 10-KSB filed for the fiscal year ended June 30, 2001, the Company's Quarterly Report on Form 10-QSB filed for the quarter ended September 30, 2001 and the description of the Company's Common Stock contained in the Company's Registration Statement on Form SB-2/A dated June 25, 2001. All other documents filed in the future by Registrant after the date of this Registration Statement, under Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement which deregisters the securities covered hereunder which remain unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. The class of securities to be offered is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. A description of the Registrant's securities is set forth in the Prospectus incorporated as a part of this Registration Statement. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL None. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS The Company's Bylaws and the Delaware Corporation Law provide for indemnification of directors and officers against certain liabilities. Officers and directors of the Company are indemnified generally against expenses actually and reasonably incurred in connection with proceedings, whether civil or criminal, provided that it is determined that they acted in good faith, were not found guilty, and, in any criminal matter, had reasonable cause to believe that their conduct was not unlawful. The Company's Certificate of Incorporation further provides that a director of the Company shall not be personally liable for monetary damages to the Company or its shareholders for breach of any fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for the unlawful payments of dividends or stock redemption by the Company or (iv) for any transaction from which the director derives an improper personal benefit. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. 1 ITEM 8. EXHIBITS 5 Opinion of Senn Palumbo Meulemans, LLP, consent included, relating to the issuance of the shares of securities pursuant to the Consulting Agreement dated November 19, 2001 10.1 Consulting Agreement, dated November 19, 2001 23.1 Consent of Senn Palumbo Meulemans, LLP (contained in their opinion set forth as Exhibit 5) 23.2 Consent of Kopple & Gottlieb, LLP ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement, including (but not limited to) any addition or election of a managing underwriter. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities offered at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel that matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Phoenix, State of Arizona, on November 30, 2001. DIMENSIONAL VISIONS INCORPORATED /s/ John D. McPhilimy ---------------------------------------- By: John D. McPhilimy Its: President, Chief Executive Officer, and Director 3 EX-5 3 ex5.txt OPINION & CONSENT OF SENN PALUMBO MEULEMANS, LLP Exhibit 5 [LETTERHEAD OF SENN PALUMBO MEULEMANS, LLP] November 26, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, DC 20549 Re: Dimensional Visions Incorporated Ladies and Gentlemen: This office represents Dimensional Visions Incorporated, a Delaware corporation (the "Registrant") in connection with the Registrant's Registration Statement on Form S-8 under the Securities Act of 1933 (the "Registration Statement"), which relates to the registration of a total of 2,250,000 shares of the Registrant's Common Stock issuable 750,000 shares to Richard Walker, 750,000 shares to Mark Bergendahl and 750,000 shares to Bradley Wilhite for performance of certain consulting services (the "Registered Securities"). In connection with our representation, we have examined such documents and undertaken such further inquiry as we consider necessary for rendering the opinion hereinafter set forth. Based upon the foregoing, it is our opinion that the Registered Securities, when sold as set forth in the Registration Statement, will be legally issued, fully paid and nonassessable. We acknowledge that we are referred to under the heading "Legal Matters" in the Prospectus which is a part of the Registrant's Form S-8 Registration Statement relating to the Registered Securities, and we hereby consent to such use of our name in such Registration Statement and to the filing of this opinion as Exhibit 5 to the Registration Statement and with such state regulatory agencies in such states as may require such filing in connection with the registration of the Registered Securities for offer and sale in such states. SENN PALUMBO MEULEMANS, LLP /s/ Senn Palumbo Meulemans, LLP EX-10.1 4 ex10-1.txt CONSULTING AGREEMENT Exhibit 10.1 CONSULTING AGREEMENT This Agreement (the "Agreement") is dated November 19, 2001 and is entered into by and between DIMENSIONAL VISIONS INCORPORATED. A DELAWARE CORPORATION (hereinafter "DVUI" or "Client") and MARK BERGENDAHL, RICHARD WALKER AND BRADLEY WILHITE, INDIVIDUALS (hereinafter collectively "Consultants"). 1. CONDITIONS. This Agreement will not take effect, and Consultants will have no obligation to provide any service whatsoever, unless and until Client returns a signed copy of this Agreement to Consultants (either by mail or facsimile copy). In addition, Client shall be truthful with Consultants in regard to any relevant or material information provided by Client, verbally or otherwise which refers, relates, or otherwise pertains to the Client's business, this Agreement or any other relevant transaction. Breach of either of these conditions shall be considered a material breach and will automatically grant Consultants the right to terminate this Agreement and all moneys, and other forms of compensation, paid or owing as of the date of termination by Consultants shall be forfeited without further notice. Upon execution of this Agreement, Client agrees to fully cooperate with Consultants in carrying out the purposes of this Agreement, keep Consultants informed of any developments of importance pertaining to Client's business and abide by this Agreement in its entirety. 2. SCOPE AND DUTIES. During the term of this Agreement, Consultants will perform the following services for Client: 2.1 ADVICE AND COUNSEL. Consultants will provide advice and counsel regarding Client's strategic business plans, strategy and negotiations with potential business strategic partnering, corporate planning and or other general business consulting needs as expressed by Client. 2.2 CLIENT AND/OR CLIENT'S AFFILIATE TRANSACTION DUE DILIGENCE. Consultants will participate and assist Client in the due diligence process, where possible, on all proposed business transactions affecting Client of which Consultants is notified in writing in advance, including conducting investigation of and providing advice on the business and financial implications of the proposed transaction(s). 2.3 ADDITIONAL DUTIES. Client and Consultants shall mutually agree, in writing, for any additional duties that Consultants may provide to Client for compensation paid or payable by Client under this Agreement. Although there is no requirement to do so, such additional agreement(s) may be attached hereto and made a part hereof by written amendments to be listed as "Exhibits" beginning with "Exhibit A" and initialed by both parties. 2.4 STANDARD OF PERFORMANCE. Consultants shall devote such time and efforts to the affairs of the Client as is reasonably necessary to render the services contemplated by this Agreement. Any work or task of Consultants provided for herein which requires Client to provide certain information to assist Consultants in completion of the work shall be excused (without effect upon any obligation of Client) until such time as Client has fully provided all information and cooperation necessary for Consultants to complete the work. The services of Consultants shall not include the rendering of any legal opinions or the performance of any work that is in the ordinary purview of a certified public accountant, or other licensed professional. Consultants 1 cannot guarantee results on behalf of Client, but shall use commercially reasonable efforts in providing the services listed above. If an interest is communicated to Consultants regarding satisfying all or part of Client's business and corporate strategic planning needs, Consultants shall notify Client and advise it as to the source of such interest and any terms and conditions of such interest. 3. COMPENSATION TO CONSULTANTS. 3.1 ISSUANCE OF SHARES FOR ENTERING INTO AGREEMENT. As consideration for Consultants entering into this Agreement, Client agrees to cause 2,250,000 shares of its common stock, par value $.001 per share, to be immediately issued in amounts of 750,000 shares to Mark Bergendahl, 750,000 shares to Richard Walker and 750,000 shares to Bradley Wilhite. In addition, Client shall cause 3,270,000 shares of its common stock to be issued sixty days (60) from the date of this Agreement in amounts of 1,090,000 shares to Mark Bergendahl, 1,090,000 shares to Richard Walker and 1,090,000 shares to Bradley Wilhite. In addition, Client shall cause 3,270,000 shares of its common stock to be issued ninety days (90) from the date of this Agreement in amounts of 1,090,000 shares to Mark Bergendahl, 1,090,000 shares to Richard Walker and 1,090,000 shares to Bradley Wilhite. When issued, said shares shall be free trading shares, registered with the U.S. Securities and Exchange Commission on its Form S-8 or similar registration. The registration and issuance of said shares shall take place by no later than 15 days following the execution and delivery of this Agreement, and all costs in connection therewith shall be borne by Client. NOTE: CONSULTANTS SHALL HAVE NO OBLIGATION TO PERFORM ANY DUTIES PROVIDED FOR HEREIN IF PAYMENT IS NOT RECEIVED BY CONSULTANTS WITHIN 15 DAYS OF MUTUAL EXECUTION OF THIS AGREEMENT BY THE PARTIES. IN ADDITION, CONSULTANTS'S OBLIGATIONS UNDER THIS AGREEMENT SHALL BE SUSPENDED IF ANY PAYMENT OWING HEREUNDER IS MORE THAN FIFTEEN (15) DAYS DELINQUENT. FURTHERMORE, THE RECEIPT OF ANY FEES DUE TO CONSULTANTS UPON EXECUTION OF THIS AGREEMENT ARE NOT CONTINGENT UPON ANY PRIOR PERFORMANCE OF ANY DUTIES WHATSOEVER DESCRIBED WITHIN THIS AGREEMENT. 3.2 EXPENSES. Client shall reimburse Consultants for reasonable expenses incurred in performing its duties pursuant to this Agreement (including printing, postage, express mail, photo reproduction, travel, lodging, and long distance telephone and facsimile charges); provided, however, that Consultants must receive prior written approval from Client for any expenses over $ 500. Such reimbursement shall be payable within seven days after Client's receipt of Consultants invoice for same. 3.3 ADDITIONAL FEES. Client and Consultants shall mutually agree upon any additional fees that Client may pay in the future for services rendered by Consultants under this Agreement. Such additional agreement(s) may, although there is no requirement to do so, be attached hereto and made a part hereof as Exhibits beginning with Exhibit A. 4. INDEMNIFICATION. The Client agrees to indemnify and hold harmless Consultants, each of their employees, agents, affiliates, other licensees, and shareholders against any and all liability, loss and costs, expenses or damages, including but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever or howsoever caused by reason of any injury (whether to body, property, personal or 2 business character or reputation) sustained by any person or to any person or property, arising out of any act, failure to act, neglect, any untrue or alleged untrue statement of a material fact or failure to state a material fact which thereby makes a statement false or misleading, or any breach of any material representation, warranty or covenant by Client or any of its agents, employees, or other representatives. Consultants agrees to indemnify and hold harmless the Client, each of its officers, directors, employees, agents, and shareholders against any and all liability, loss and costs, expenses or damages, including but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever or howsoever caused by reason of any injury (whether to body, property, personal or business character or reputation) sustained by any person or to any person or property, arising out of any act, failure to act, neglect, any untrue or alleged untrue statement of a material fact or failure to state a material fact which thereby makes a statement false or misleading, or any breach of any material representation, warranty or covenant by Consultants or any of its agents, employees, or other representatives. Nothing herein is intended to nor shall it relieve either party from liability for its own willful act, omission or negligence. All remedies provided by law, or in equity shall be cumulative and not in the alternative. 5. CONFIDENTIALITY. 5.1 Consultants and Client each agree to keep confidential and provide reasonable security measures to keep confidential information where release may be detrimental to their respective business interests. Consultants and Client shall each require their employees, agents, affiliates, other licensees, and others who will have access to the information through Consultants and Client respectively, to first enter appropriate non-disclosure Agreements requiring the confidentiality contemplated by this Agreement in perpetuity. 5.2 Consultants will not, either during their engagement by the Client pursuant to this Agreement or at any time thereafter, disclose, use or make known for their or another's benefit any confidential information, knowledge, or data of the Client or any of its affiliates in any way acquired or used by Consultants during its engagement by the Client. Confidential information, knowledge or data of the Client and its affiliates shall not include any information that is, or becomes generally available to the public other than as a result of a disclosure by Consultants or its representatives. 6. MISCELLANEOUS PROVISIONS. 6.1 AMENDMENT AND MODIFICATION. This Agreement may be amended, modified and supplemented only by written agreement of Consultants and Client. 6.2 ASSIGNMENT. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The obligations of either party hereunder cannot be assigned without the express written consent of the other party. 6.3 GOVERNING LAW; VENUE. This Agreement and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law doctrine. Client and Consultants agree that if any action is instituted to enforce or interpret any provision of this Agreement, the jurisdiction and venue shall be Irvine, Orange County, California. 3 6.4 ATTORNEYS' FEES AND COSTS. If any action is necessary to enforce and collect upon the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs, in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire Agreement. 6.5 SURVIVABILITY. If any part of this Agreement is found, or deemed by a court of competent jurisdiction, to be invalid or unenforceable, that part shall be severable from the remainder of the Agreement. 6.6 COUNTERPARTS. This Agreement may be executed in several counterparts and it shall not be necessary for each party to execute each of such counterparts, but when all of the parties have executed and delivered one of such counterparts, the counterparts, when taken together, shall be deemed to constitute one and the same instrument, enforceable against each party in accordance with its terms. 6.7 FACSIMILE SIGNATURES. The Parties hereto agree that this Agreement may be executed by facsimile signatures and such signatures shall be deemed originals. The parties further agree that within ten days following the execution of this Agreement, they shall exchange original signature pages. 7. ARBITRATION. ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN CLIENT, Consultants OR ANY OF THEIR OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS, AGENTS OR EMPLOYEES, OR ANY CUSTOMER OR OTHER PERSON OR ENTITY, ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF THIS AGREEMENT, SHALL BE RESOLVED THROUGH ARBITRATION RATHER THAN THROUGH LITIGATION. WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE UNDERSIGNED HEREBY ACKNOWLEDGE AND AGREE THAT: A. ARBITRATION IS FINAL AND BINDING ON THE PARTIES; B. THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDY IN COURT, INCLUDING THEIR RIGHT TO JURY TRIAL; C. PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT FROM COURT PROCEEDING; D. THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT OF APPEAL OR TO SEEK MODIFICATION OF RULING BY THE ARBITRATORS IS STRICTLY LIMITED; E. THIS ARBITRATION PROVISION IS SPECIFICALLY INTENDED TO INCLUDE ANY AND ALL STATUTORY CLAIMS WHICH MIGHT BE ASSERTED BY ANY PARTY; 4 F. EACH PARTY HEREBY AGREES TO SUBMIT THE DISPUTE FOR RESOLUTION TO THE AMERICAN ARBITRATION ASSOCIATION, IN IRVINE, ORANGE COUNTY, CALIFORNIA WITHIN FIVE (5) DAYS AFTER RECEIVING A WRITTEN REQUEST TO DO SO FROM THE OTHER PARTY; G. IF EITHER PARTY FAILS TO SUBMIT THE DISPUTE TO ARBITRATION ON REQUEST, THEN THE REQUESTING PARTY MAY COMMENCE AN ARBITRATION PROCEEDING, BUT IS UNDER NO OBLIGATION TO DO SO; H. ANY HEARING SCHEDULED AFTER AN ARBITRATION IS INITIATED SHALL TAKE PLACE IN IRVINE, ORANGE COUNTY, CALIFORNIA; I. IF EITHER PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT TO RESIST ARBITRATION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR SHALL UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANY ARBITRATION FORUM LOCATED IN IRVINE, ORANGE COUNTY, CALIFORNIA, OVER ANY MATTER WHICH IS THE SUBJECT OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE LOSING PARTY ITS LEGAL FEES AND ANY OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THE DEFENSE OF SUCH LEGAL PROCEEDING OR ITS EFFORTS TO ENFORCE ITS RIGHTS TO ARBITRATION AS PROVIDED FOR HEREIN; J. THE PARTIES SHALL ACCEPT THE DECISION OF ANY AWARD AS BEING FINAL AND CONCLUSIVE AND AGREE TO ABIDE THEREBY; K. ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGMENT AND EXECUTION FOR COLLECTION; AND L. ANY ARBITRATION PROCEEDING PURSUANT TO THIS SECTION SHALL BE HELD BEFORE A PANEL OF THREE ARBITRATORS. 8. TERM/TERMINATION. This Agreement is an agreement for the term of approximately twelve (12) months ending November 18, 2002. Either party may terminate this Agreement immediately upon notice to the other party for cause. For purposes of this Agreement, the term "cause" shall include, but not be limited to, the following: a material breach of or failure to perform any covenant or obligation in this Agreement, disloyalty, dishonesty, neglect of duties, unprofessional conduct, acts of moral turpitude, disappearance, felonious conduct, or fraud. If this Agreement is terminated for cause, a pro rata portion of compensation delivered by either party to the other shall be returned based upon the amount of time remaining in the term. 9. NON CIRCUMVENTION. In and for valuable consideration, Client hereby agrees that Consultants may introduce (whether by written, oral, data, or other form of communication) Client to one or more opportunities, including, without limitation, natural persons, corporations, limited liability companies, partnerships, unincorporated businesses, sole proprietorships 5 and similar entities (hereinafter an "Opportunity" or "Opportunities"). Client further acknowledges and agrees that the identity of the subject Opportunities, and all other information concerning an Opportunity (including without limitation, all mailing information, phone and fax numbers, email addresses and other contact information) introduced hereunder are the property of Consultants, and shall be treated as confidential and proprietary information by Client, it affiliates, officers, directors, shareholders, employees, agents, representatives, successors and assigns. Client shall not use such information, except in the context of any arrangement with Consultants in which Consultants is directly and actively involved, and never without Consultants' prior written approval. Client further agrees that neither it nor its employees, affiliates or assigns, shall enter into, or otherwise arrange (either for it/him/herself, or any other person or entity) any business relationship, contact any person regarding such Opportunity, either directly or indirectly, or any of its affiliates, or accept any compensation or advantage in relation to such Opportunity except as directly though Consultants, without the prior written approval of Consultants. Consultants are relying on Client's assent to these terms and their intent to be bound by the terms by evidence of their signature. Without Client's signed assent to these terms, Consultants would not introduce any Opportunity or disclose any confidential information to Client as herein described. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written. DIMENSIONAL VISIONS INCORPORATED (DVUI) Print Name: John D. McPhilimy --------------------------------------- Sign Name: /s/ John D. McPhilimy --------------------------------------- Title: Chairman and C.E.O. -------------------------------------------- Date: 11/19/2001 --------------------------------------------- Address: 2301 W. Dunlap Ave. S-207 Phoenix AZ 85021 ------------------------------------------ CONSULTANTS Print Name: Mark Bergendahl --------------------------------------- Sign Name: /s/ Mark Bergendahl ---------------------------------------- Date: 11/20/01 --------------------------------------------- Print Name: Richard H. Walker ---------------------------------------- Sign Name: /s/ Richard H. Walker ---------------------------------------- Date: 11/20/01 --------------------------------------------- Print Name: Bradley Wilhite ---------------------------------------- Sign Name: /s/ Bradley Wilhite ---------------------------------------- Date: 11/20/01 --------------------------------------------- 6 EX-23.2 5 ex23-2.txt CONSENT OF KOPPLE & GOTTLIEB, LLP Exhibit 23.2 CONSENT OF KOPPLE & GOTTLIEB, LLP INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Dimensional Visions Incorporated Phoenix, Arizona We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 and in the related Prospectus, of our report dated October 31, 2001 relating to the financial statements of Dimensional Visions Incorporated as of June 30, 2001 and June 30, 2000. /s/ Kopple & Gottlieb, LLP - ------------------------------ KOPPLE & GOTTLIEB, LLP Jenkintown, Pennsylvania Dated: November 30, 2001 -----END PRIVACY-ENHANCED MESSAGE-----