EXHIBIT 10.3

                        IMAGING TECHNOLOGIES CORPORATION
                      AMENDED 2001 STOCK COMPENSATION PLAN

1.  Purpose  of  the  Amended  Plan.  The  purpose  of  the  Amended  2001 Stock
Compensation  Amended Plan ("Amended Plan") of Imaging Technologies Corporation,
a  Delaware  corporation,  ("Company")  is  to  increase  the  number  of shares
available  to  provide  the  Company  with  a means of compensating selected key
employees  (including  officers) and directors of and consultants to the Company
and  its  subsidiaries  for  their  services  rendered  in  connection  with the
development  of  Imaging Technologies Corporation with shares of Common Stock of
the  Company.

2. Administration of the Amended Plan. The Amended Plan shall be administered by
the  Company's  Board  of  Directors  (the  "Board").

2.1  Award  or  Sales  of shares. The Company's Board shall (a) select those key
employees  (including officers), directors and consultants to whom shares of the
Company's Common Stock shall be awarded or sold, and (b) determine the number of
shares to be awarded or sold; the time or times at which shares shall be awarded
or  sold;  whether  the shares to be awarded or sold will be registered with the
Securities  and  Exchange Commission; and such conditions, rights of repurchase,
rights  of  first  refusal  or  other  transfer  restrictions  as  the Board may
determine. Each award or sale of shares under the Amended Plan may or may not be
evidenced  by  a  written  agreement between the Company and the persons to whom
shares  of  the  Company's  Common  Stock  are  awarded  or  sold.

2.2 Consideration for Shares. Shares of the Company's Common Stock to be awarded
or  sold under the Amended Plan shall be issued for such consideration, having a
value  not less than par value thereof, as shall be determined from time to time
by  the  Board  in  its  sole  discretion.

2.3  Board  Procedures.  The  Board  from  time to time may adopt such rules and
regulations  for  carrying  out  the purposes of the Amended Plan as it may deem
proper and in the best interests of the Company. The Board shall keep minutes of
its  meetings and records of its actions. A majority of the members of the Board
shall  constitute a quorum for the transaction of any business by the Board. The
Board  may act at any time by an affirmative vote of a majority of those members
voting.  Such vote shall be taken at a meeting (which may be conducted in person
or  by  any  telecommunication  medium)  or  by written consent of Board members
without  a  meeting.

2.4  Finality  of  Board  Action.  The Board shall resolve all questions arising
under  the  Plan.  Each  determination,  interpretation, or other action made or
taken  by  the  Board  shall be final and conclusive and binding on all persons,
including, without limitation, the Company, its stockholders, the Board and each
of  the  members  of  the  Board.

2.5  Non-Liability  of  Board  Members.  No Board member shall be liable for any
action  or  determination  made by him in good faith with respect to the Amended
Plan  or  any  shares  of  the  Company's Common Stock sold or awarded under it.

2.6  Board  Power  to amend, Suspend, or Terminate the Plan. The Board may, from
time  to  time,  make  such changes in or additions to the Amended Planas it may
deem  proper  and in the best interests of the Company and its Stockholders. The
Board  may  also  suspend  or  terminate  the  Amended Plan at any time, without
notice,  and  in  its  sole  discretion.

3.  Additional Shares Subject to the Amended Plan. For purposes of the Plan, the
Board of Directors is authorized to sell or award up to an additional 13,650,000
shares  and/or  options of the Company's Common Stock, $.005 par value per share
("Common  Stock").

4.  Participants.  All  key  employees (including officers) and directors of and
consultants  to  the  Company and any of its subsidiaries (sometimes referred to
herein  as  ("participants")  are eligible to participate in the Plan. A copy of
this  Amended  Plan shall be delivered to all participants, together with a copy
of any Board resolutions authorizing the issuance of the shares and establishing
the  terms and conditions, if any, relating to the sale or award of such shares.

5. Rights and Obligations of Participants. The award or sale of shares of Common
stock shall be conditioned upon the participant providing to the Board a written
representation that, at the time of such award or sale, it is the intent of such
person(s)  to  acquire the shares for investment only and not with a view toward
distribution.  The  certificate  for  unregistered  shares issued for investment
shall be restricted by the Company as to transfer unless the Company receives an
opinion  of  counsel  satisfactory  to  the  Company  to  the  effect  that such
restriction  is  not  necessary  under the pertaining law. The providing of such
representation  and such restriction on transfer shall not, however, be required
upon  any  person's  receipt of shares of Common Stock under the Amended Plan in
the event that, at the time of award or sale, the shares shall be (i) covered by
an  effective  and  current  registration  statement under the Securities Act of
1933,  as  amended, and (ii) either qualified or exempt from qualification under
applicable  state  securities  laws.  The  Company  shall,  however,  under  no
circumstances be required to sell or issue any shares under the Amended Plan if,
in  the opinion of the Board, (i) the issuance of such shares would constitute a
violation  by the participant or the Company of any applicable law or regulation
of  any  governmental  authority,  or  (ii)  the  consent  or  approval  of  any
governmental  body is necessary or desirable as a condition of, or in connection
with,  the  issuance  of  such  shares.

6.  Payment  of  Shares.

(a)  The  entire purchase price of shares issued under the Amended Plan shall be
payable  in  lawful  money of the United States of America at the time when such
shares  are  purchased,  except  as  provided  in  subsection  (b)  below.

(b)  At the discretion of the Board, Shares may be issued under the Amended Plan
in  consideration  of services rendered; provided, however, that any issuance of
shares under the Amended Plan shall be in compliance Section 152 of the Delaware
General  Corporation  Law,  as  amended.

7.  Adjustments. If the outstanding Common Stock shall be hereafter increased or
decreased, or changed into or exchanged for a different number or kind of shares
or  other  securities  of  the Company or of another corporation, by reason of a
recapitalization, reclassification, reorganization, merger, consolidation, share
exchange,  or  other  business combination in which the Company is the surviving
parent  corporation, stock split-up, combination of shares, or dividend or other
distribution  payable  in  capital  stock  or  rights  to acquire capital stock,
appropriate  adjustment  shall  be  made  by the Board in the number and kind of
shares  which  may  be  granted  under  the  Plan.

8.  Tax  Withholding.  As  a  condition  to the purchase or award of shares, the
participant  shall  make  such  arrangements  as  the  Board may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that  may  arise  in  connection  with  such  purchase  or  award.

9.  Terms  of  the  Amended  Plan.

9.1 Effective Date. The Amended Plan shall become effective on November 1, 2001.

9.2  Termination  Date. The Amended Plan shall terminate at Midnight on December
31,  2002,  and  no shares shall be awarded or sold after that time. The Amended
Plan  may be suspended or terminated at any earlier time by the Board within the
limitations  set  forth  in  Section  2.6.

10.  Non-Exclusivity  of  the  Plan.  Nothing  contained  in the Amended Plan is
intended  to  amend,  modify,  or  rescind  any previously approved compensation
plans,  programs or options entered into by the Company. This Amended Plan shall
be  construed  to  be  in  addition to and independent of any and all such other
arrangements.  The  adoption  of  the  Amended  Plan  by  the Board shall not be
construed  as creating any limitations on the power of authority of the Board to
adopt,  with  or  without  stockholder  approval,  such  additional  or  other
compensation  arrangements  as  the  Board may from time to time deem desirable.

11.  Governing  Law.  The  Amended  Plan and all rights and obligations under it
shall  be  construed  and  enforced  in accordance with the laws of the state of
Delaware.