EXHIBIT 10(D)

THIS  WARRANT  AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT  BEEN  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND  THE  COMMON  SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR  SALE,  PLEDGED  OR  HYPOTHECATED  IN  THE  ABSENCE OF AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER  SAID  ACT  OR  AN  OPINION OF COUNSEL REASONABLY
SATISFACTORY  TO  IMAGING TECHNOLOGIES CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED.

              Right to Purchase 4,500,000 shares of Common Stock of
                        Imaging Technologies Corporation
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No.  2003-DEC-002
Issue  Date:  December  ____,  2003

IMAGING  TECHNOLOGIES CORPORATION, a corporation organized under the laws of the
State  of  Delaware  (the "Company"), hereby certifies that, for value received,
GAMMA OPPORTUNITY CAPITAL PARTNERS, LP, British Colonial Centre of Commerce, One
Bay  Street,  Suite  401,  Nassau  (NP),  The Bahamas, Fax:  (242) 322-6657 (the
"Holder"), or its assigns, is entitled, subject to the terms set forth below, to
purchase  from the Company from and after the Issue Date and at any time or from
time  to time before 5:00 p.m., New York time, through five (5) years after such
date  (the  "Expiration  Date"),  up  to  4,500,000 fully paid and nonassessable
shares  of  Common Stock (as hereinafter defined), $.005 par value per share, of
the  Company  at a per share purchase price of $______ 110% OF THE CLOSING TRADE
PRICE  AS  REPORTED BY BLOOMBERG L.P. FOR THE OTC BULLETIN BOARD FOR THE TRADING
DAY  PRECEDING  BUT NOT INCLUDING THE CLOSING DATE.  The aforedescribed purchase
price  per  share, as adjusted from time to time as herein provided, is referred
to  herein  as the "Purchase Price".  The number and character of such shares of
Common  Stock  and  the  Purchase  Price  are  subject to adjustment as provided
herein.  The  Company  may  reduce the Purchase Price without the consent of the
Holder.  Capitalized  terms used and not otherwise defined herein shall have the
meanings  set  forth  in  that certain subscription agreement (the "Subscription
Agreement"),  dated  at or about December ___, 2003, between the Company and the
Holder.

As  used herein the following terms, unless the context otherwise requires, have
the  following  respective  meanings:

(a)     The  term  "Company"  shall include Imaging Technologies Corporation and
any  corporation  which  shall  succeed  or  assume  the  obligations of Imaging
Technologies  Corporation  hereunder.

(b)     The  term  "Common Stock" includes (a) the Company's Common Stock, $.005
par  value  per  share, as authorized on the date of the Subscription Agreement,
(b)  any other capital stock of any class or classes (however designated) of the
Company,  authorized  on or after such date, the holders of which shall have the
right,  without  limitation  as  to  amount,  either to all or to a share of the
balance  of  current  dividends  and  liquidating dividends after the payment of
dividends  and  distributions  on  any  shares  entitled  to preference, and the
holders  of which shall ordinarily, in the absence of contingencies, be entitled
to  vote for the election of a majority of directors of the Company (even if the
right  so to vote has been suspended by the happening of such a contingency) and
(c) any other securities into which or for which any of the securities described
in  (a)  or  (b)  may  be  converted  or  exchanged  pursuant  to  a  plan  of
recapitalization,  reorganization,  merger,  sale  of  assets  or  otherwise.

(c)     The  term  "Other  Securities"  refers  to  any stock (other than Common
Stock)  and  other  securities  of the Company or any other person (corporate or
otherwise)  which  the  holder  of  the Warrant at any time shall be entitled to
receive,  or  shall have received, on the exercise of the Warrant, in lieu of or
in  addition  to  Common  Stock, or which at any time shall be issuable or shall
have  been  issued  in  exchange  for or in replacement of Common Stock or Other
Securities  pursuant  to  Section  4  or  otherwise.

1.     Exercise  of  Warrant.
       ---------------------

1.1.     Number of Shares Issuable upon Exercise.  From and after the Issue Date
         ---------------------------------------
through  and  including the Expiration Date, the Holder hereof shall be entitled
to  receive, upon exercise of this Warrant in whole in accordance with the terms
of  subsection  1.2  or upon exercise of this Warrant in part in accordance with
subsection  1.3,  shares  of  Common Stock of the Company, subject to adjustment
pursuant  to  Section  4.

1.2.     Full  Exercise.  This  Warrant  may  be exercised in full by the Holder
         --------------
hereof  by delivery of an original or facsimile copy of the form of subscription
attached  as  Exhibit  A  hereto (the "Subscription Form") duly executed by such
Holder  and surrender of the original Warrant within seven (7) days of exercise,
to the Company at its principal office or at the office of its Warrant Agent (as
provided  hereinafter),  accompanied  by  payment,  in cash, wire transfer or by
certified  or  official  bank  check payable to the order of the Company, in the
amount  obtained  by  multiplying the number of shares of Common Stock for which
this  Warrant  is  then  exercisable  by  the  Purchase  Price  then  in effect.

1.3.     Partial Exercise.  This Warrant may be exercised in part (but not for a
         ----------------
fractional  share)  by  surrender of this Warrant in the manner and at the place
provided  in subsection 1.2 except that the amount payable by the Holder on such
partial  exercise  shall be the amount obtained by multiplying (a) the number of
whole  shares  of Common Stock designated by the Holder in the Subscription Form
by  (b)  the  Purchase  Price then in effect.  On any such partial exercise, the
Company,  at  its expense, will forthwith issue and deliver to or upon the order
of  the  Holder  hereof  a  new Warrant of like tenor, in the name of the Holder
hereof or as such Holder (upon payment by such Holder of any applicable transfer
taxes)  may  request,  the whole number of shares of Common Stock for which such
Warrant  may  still  be  exercised.

1.4.     Fair Market Value. Fair Market Value of a share of Common Stock as of a
         -----------------
particular  date  (the  "Determination  Date")  shall  mean:

(a)     If  the  Company's Common Stock is traded on an exchange or is quoted on
the  National  Association  of  Securities  Dealers,  Inc.  Automated  Quotation
("NASDAQ")  National  Market  System, the NASDAQ SmallCap Market or the American
Stock  Exchange,  Inc.,  then  the  closing  or  last  sale price, respectively,
reported for the last business day immediately preceding the Determination Date;

(b)     If  the  Company's  Common  Stock is not traded on an exchange or on the
NASDAQ  National Market System, the NASDAQ SmallCap Market or the American Stock
Exchange,  Inc.,  but is traded in the over-the-counter market, then the average
of the closing bid and ask prices reported for the last business day immediately
preceding  the  Determination  Date;

(c)     Except as provided in clause (d) below, if the Company's Common Stock is
not publicly traded, then as the Holder and the Company agree, or in the absence
of  such an agreement, by arbitration in accordance with the rules then standing
of the American Arbitration Association, before a single arbitrator to be chosen
from  a  panel  of  persons  qualified  by education and training to pass on the
matter  to  be  decided;  or

(d)     If  the  Determination Date is the date of a liquidation, dissolution or
winding  up,  or any event deemed to be a liquidation, dissolution or winding up
pursuant  to  the Company's charter, then all amounts to be payable per share to
holders  of  the  Common  Stock  pursuant  to  the  charter in the event of such
liquidation, dissolution or winding up, plus all other amounts to be payable per
share  in respect of the Common Stock in liquidation under the charter, assuming
for  the purposes of this clause (d) that all of the shares of Common Stock then
issuable  upon  exercise  of  all  of  the  Warrants  are  outstanding  at  the
Determination  Date.

1.5.     Company  Acknowledgment.  The Company will, at the time of the exercise
         -----------------------
of the Warrant, upon the request of the Holder hereof acknowledge in writing its
continuing  obligation  to afford to such Holder any rights to which such Holder
shall  continue  to  be  entitled  after  such  exercise  in accordance with the
provisions  of  this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to  such  Holder  any  such  rights.

1.6.     Trustee  for Warrant Holders. In the event that a bank or trust company
         ----------------------------
shall  have been appointed as trustee for the Holder of the Warrants pursuant to
Subsection  3.2, such bank or trust company shall have all the powers and duties
of  a warrant agent (as hereinafter described) and shall accept, in its own name
for  the  account  of  the  Company  or such successor person as may be entitled
thereto,  all amounts otherwise payable to the Company or such successor, as the
case  may  be,  on  exercise  of  this  Warrant  pursuant  to  this  Section  1.

2.1     Delivery  of  Stock  Certificates,  etc. on Exercise. The Company agrees
        ----------------------------------------------------
that the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed  to  be issued to the Holder hereof as the record owner of such shares as
of  the  close  of  business  on  the date on which this Warrant shall have been
surrendered  and  payment  made  for  such  shares  as  aforesaid.  As  soon  as
practicable  after  the  exercise of this Warrant in full or in part, and in any
event within five (5) days thereafter, the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of  and  delivered to the Holder hereof, or as such Holder (upon payment by such
Holder  of  any  applicable  transfer  taxes)  may  direct  in  compliance  with
applicable securities laws, a certificate or certificates for the number of duly
and  validly  issued,  fully  paid  and nonassessable shares of Common Stock (or
Other Securities) to which such Holder shall be entitled on such exercise, plus,
in  lieu  of  any  fractional  share  to  which  such  Holder would otherwise be
entitled,  cash  equal to such fraction multiplied by the then Fair Market Value
of  one  full  share  of  Common  Stock,  together with any other stock or other
securities  and property (including cash, where applicable) to which such Holder
is  entitled  upon  such  exercise  pursuant  to  Section  1  or  otherwise.

2.2.     Cashless  Exercise.
         ------------------

(a)     If  a  Registration  Statement  is effective and the Holder may sell its
Shares of Company Common Stock upon exercise hereof thereunder, this Warrant may
be  exercisable  in  whole  or  in  part for cash only as set forth in Section 1
above.  If  no  such  Registration Statement is available, payment upon exercise
may  be  made  at the option of the Holder either in (i) cash or by certified or
official  bank check payable to the order of the Company equal to the applicable
aggregate  Purchase  Price,  (ii)  by  delivery  of  Common  Stock issuable upon
exercise  of  the  Warrants  in  accordance with Section (b) below or (iii) by a
combination  of  any  of  the foregoing methods, for the number of Common Shares
specified in such form (as such exercise number shall be adjusted to reflect any
adjustment  in the total number of shares of Common Stock issuable to the holder
per  the  terms  of  this Warrant) and the holder shall thereupon be entitled to
receive  the  number  of  duly  authorized,  validly  issued,  fully-paid  and
non-assessable  shares  of  Common  Stock  (or  Other  Securities) determined as
provided  herein.

(b)     Notwithstanding  any  provisions  herein  to  the  contrary, if the Fair
Market Value of one share of Common Stock is greater than the Purchase Price (at
the  date of calculation as set forth below), in lieu of exercising this Warrant
for  cash,  upon  consent of the Company, the holder may elect to receive shares
equal to the value (as determined below) of this Warrant (or the portion thereof
being  cancelled)  by  surrender  of this Warrant at the principal office of the
Company together with the properly endorsed Subscription Form in which event the
Company  shall  issue  to the holder a number of shares of Common Stock computed
using  the  following  formula:

                                    X=Y (A-B)
                                      -------
                                        A

     Where  X  = the number of shares of Common Stock to be issued to the holder

     Y  = the number of shares of Common Stock purchasable under the Warrant or,
if  only  a  portion  of  the
            Warrant  is  being  exercised,  the  portion  of  the  Warrant being
exercised  (at  the  date  of  such  calculation)

A  =  the  Fair  Market Value of one share of the Company's Common Stock (at the
date  of  such  calculation)

B  =  Purchase  Price  (as  adjusted  to  the  date  of  such  calculation)

(c)     The  Holder may not employ the cashless exercise feature described above
at  any  time  that the Warrant Stock to be issued upon exercise is included for
unrestricted  resale  in  an  effective  registration  statement.

3.     Adjustment  for  Reorganization,  Consolidation,  Merger,  etc.
       ---------------------------------------------------------------

3.1.     Reorganization,  Consolidation,  Merger,  etc.  In  case at any time or
         ---------------------------------------------
from  time  to  time,  the  Company  shall  (a)  effect  a  reorganization,  (b)
consolidate  with  or  merge  into  any  other  person  or  (c)  transfer all or
substantially all of its properties or assets to any other person under any plan
or  arrangement contemplating the dissolution of the Company, then, in each such
case,  as  a  condition  to  the  consummation of such a transaction, proper and
adequate  provision  shall  be  made  by  the Company whereby the Holder of this
Warrant,  on the exercise hereof as provided in Section 1, at any time after the
consummation  of  such  reorganization, consolidation or merger or the effective
date  of  such  dissolution,  as  the case may be, shall receive, in lieu of the
Common  Stock  (or  Other  Securities)  issuable  on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including  cash)  to  which  such  Holder  would  have  been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder  had so exercised this Warrant, immediately prior thereto, all subject to
further  adjustment  thereafter  as  provided  in  Section  4.

3.2.     Dissolution.  In  the event of any dissolution of the Company following
         -----------
the  transfer  of  all  or  substantially  all  of its properties or assets, the
Company,  prior to such dissolution, shall at its expense deliver or cause to be
delivered  the  stock  and  other securities and property (including cash, where
applicable) receivable by the Holder of the Warrants after the effective date of
such  dissolution  pursuant  to  this  Section  3  to a bank or trust company (a
"Trustee")  having  its  principal  office  in  New York, NY, as trustee for the
Holder  of  the  Warrants.

3.3.     Continuation  of Terms.  Upon any reorganization, consolidation, merger
         ----------------------
or  transfer  (and  any  dissolution following any transfer) referred to in this
Section  3,  this  Warrant shall continue in full force and effect and the terms
hereof  shall  be  applicable to the Other Securities and property receivable on
the  exercise  of  this  Warrant  after the consummation of such reorganization,
consolidation  or merger or the effective date of dissolution following any such
transfer,  as the case may be, and shall be binding upon the issuer of any Other
Securities,  including,  in  the case of any such transfer, the person acquiring
all  or substantially all of the properties or assets of the Company, whether or
not  such  person  shall  have  expressly  assumed  the terms of this Warrant as
provided  in  Section  4.  In  the  event this Warrant does not continue in full
force  and  effect  after  the consummation of the transaction described in this
Section  3,  then  only in such event will the Company's securities and property
(including  cash,  where applicable) receivable by the Holder of the Warrants be
delivered  to  the  Trustee  as  contemplated  by  Section  3.2.

3.4     Share  Issuance.  If  the  Company,  during  the  Outstanding Period (as
        ---------------
defined  in  the Subscription Agreement), shall issue any shares of Common Stock
except  for  the  Excepted  Issuances (as defined in the Subscription Agreement)
prior to the complete exercise of this Warrant for a consideration less than the
Purchase  Price  that  would  be  in effect at the time of such issue, then, and
thereafter  successively  upon  each  such  issue,  the  Purchase Price shall be
reduced  as  follows:  (i)  the  number  of  shares  of Common Stock outstanding
immediately  prior  to  such  issue shall be multiplied by the Purchase Price in
effect at the time of such issue and the product shall be added to the aggregate
consideration,  if  any,  received  by the Company upon such issue of additional
shares  of  Common  Stock;  and (ii) the sum so obtained shall be divided by the
number  of shares of Common Stock outstanding immediately after such issue.  The
resulting  quotient  shall be the adjusted Purchase Price.  For purposes of this
adjustment,  the  issuance  of any security of the Company carrying the right to
convert  such  security  into shares of Common Stock or of any warrant, right or
option  to  purchase  Common Stock shall result in an adjustment to the Purchase
Price  upon  the  issuance  of  shares  of  Common  Stock  upon exercise of such
conversion or purchase rights.  The reduction of the Purchase Price described in
this  Section  3.4 is in addition to the other rights of the Holder described in
the  Subscription  Agreement.

4.     Extraordinary  Events  Regarding  Common  Stock.  In  the  event that the
       -----------------------------------------------
Company  shall  (a) issue additional shares of the Common Stock as a dividend or
other  distribution  on  outstanding Common Stock, (b) subdivide its outstanding
shares  of  Common  Stock,  or  (c) combine its outstanding shares of the Common
Stock  into  a  smaller number of shares of the Common Stock, then, in each such
event,  the  Purchase  Price  shall,  simultaneously  with the happening of such
event,  be  adjusted  by  multiplying the then Purchase Price by a fraction, the
numerator  of  which  shall  be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of  shares  of  Common  Stock  outstanding immediately after such event, and the
product  so  obtained shall thereafter be the Purchase Price then in effect. The
Purchase  Price, as so adjusted, shall be readjusted in the same manner upon the
happening  of any successive event or events described herein in this Section 4.
The  number  of  shares  of  Common  Stock that the Holder of this Warrant shall
thereafter,  on  the  exercise  hereof  as provided in Section 1, be entitled to
receive  shall  be  adjusted to a number determined by multiplying the number of
shares  of  Common  Stock  that  would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is  the  Purchase  Price  that  would  otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on  the  date  of  such  exercise.

5.     Certificate  as  to  Adjustments.  In  each  case  of  any  adjustment or
       --------------------------------
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise  of  the  Warrants,  the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with  the  terms  of the Warrant and prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the  facts  upon  which  such  adjustment  or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to  have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities)  outstanding or deemed to be outstanding, and (c) the Purchase Price
and  the  number  of shares of Common Stock to be received upon exercise of this
Warrant,  in  effect immediately prior to such adjustment or readjustment and as
adjusted  or  readjusted as provided in this Warrant. The Company will forthwith
mail  a  copy  of  each  such  certificate  to the Holder of the Warrant and any
Warrant  Agent  of  the  Company  (appointed  pursuant  to  Section  11 hereof).

6.     Reservation  of  Stock,  etc.  Issuable on Exercise of Warrant; Financial
       -------------------------------------------------------------------------
Statements.   The  Company  will at all times reserve and keep available, solely
   -------
for  issuance and delivery on the exercise of the Warrants, all shares of Common
Stock  (or  Other  Securities) from time to time issuable on the exercise of the
Warrant.  This  Warrant  entitles  the  Holder  hereof  to receive copies of all
financial and other information distributed or required to be distributed to the
holders  of  the  Company's  Common  Stock.

7.     Assignment;  Exchange  of Warrant.  Subject to compliance with applicable
       ---------------------------------
securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred by any registered holder hereof (a "Transferor") with respect to any
or  all  of  the  shares  of Common Stock. On the surrender for exchange of this
Warrant,  with  the  Transferor's  endorsement in the form of Exhibit B attached
hereto (the "Transferor Endorsement Form") and together with evidence reasonably
satisfactory  to the Company demonstrating compliance with applicable securities
laws,  the  Company  at  its  expense, but with payment by the Transferor of any
applicable  transfer  taxes,  will  issue  and deliver to or on the order of the
Transferor  thereof  a new Warrant or Warrants of like tenor, in the name of the
Transferor  and/or  the  transferee(s)  specified in such Transferor Endorsement
Form  (each  a  "Transferee"),  calling  in  the  aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of  the  Warrant  so  surrendered  by  the  Transferor.

8.     Replacement  of  Warrant.  On receipt of evidence reasonably satisfactory
       ------------------------
to  the  Company  of  the loss, theft, destruction or mutilation of this Warrant
and,  in  the  case  of  any such loss, theft or destruction of this Warrant, on
delivery  of  an indemnity agreement or security reasonably satisfactory in form
and  amount  to the Company or, in the case of any such mutilation, on surrender
and  cancellation  of  this Warrant, the Company at its expense will execute and
deliver,  in  lieu  thereof,  a  new  Warrant  of  like  tenor.

9.     Registration Rights.  The Holder of this Warrant has been granted certain
       -------------------
registration  rights by the Company.  These registration rights are set forth in
the  Subscription  Agreement.  The  terms  of  the  Subscription  Agreement  are
incorporated  herein  by  this  reference.  Upon  the  occurrence  of  a
Non-Registration  Event,  or  in the event the Company is unable to issue Common
Stock  upon  exercise of this Warrant that has been registered in a Registration
Statement described in Section 11 of the Subscription Agreement, within the time
periods  described  in  the Subscription Agreement, which Registration Statement
must  be effective for the periods set forth in the Subscription Agreement, then
upon  written  demand  made by the Holder, the Company will pay to the Holder of
this  Warrant,  in  lieu  of delivering Common Stock, a sum equal to the closing
price  of  the  Company's  Common Stock on the principal market or exchange upon
which  the  Common  Stock  is listed for trading on the trading date immediately
preceding  the  date notice is given by the Holder, less the Purchase Price, for
each  share  of  Common  Stock  designated  in  such  notice  from  the  Holder.

10.     Maximum  Exercise.  The  Holder  shall  not be entitled to exercise this
        -----------------
Warrant  on an exercise date, in connection with that number of shares of Common
Stock  which would be in excess of the sum of (i) the number of shares of Common
Stock  beneficially  owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this limitation is being made
on  an  exercise  date, which would result in beneficial ownership by the Holder
and  its affiliates of more than 9.99% of the outstanding shares of Common Stock
on  such  date.  For  the  purposes  of  the  immediately  preceding  sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities  Exchange  Act  of 1934, as amended, and Regulation 13d-3 thereunder.
Subject to the foregoing, the Holder shall not be limited to aggregate exercises
which  would  result  in  the  issuance  of  more  than  9.99%.  The restriction
described  in  this  paragraph may be revoked upon and effective after sixty-one
(61)  days prior notice from the Holder to the Company.  The Holder may allocate
which  of  the equity of the Company deemed beneficially owned by the Subscriber
shall  be  included  in  the  9.99%  amount  described  above and which shall be
allocated  to  the  excess  above  9.99%.

11.     Warrant  Agent.  The Company may, by written notice to the Holder of the
        --------------
Warrant,  appoint an agent (a "Warrant Agent") for the purpose of issuing Common
Stock  (or Other Securities) on the exercise of this Warrant pursuant to Section
1,  exchanging  this  Warrant  pursuant to Section 7, and replacing this Warrant
pursuant  to  Section  8,  or  any  of  the  foregoing,  and thereafter any such
issuance,  exchange  or  replacement,  as the case may be, shall be made at such
office  by  such  Warrant  Agent.

12.     Transfer  on  the Company's Books.  Until this Warrant is transferred on
        ---------------------------------
the  books of the Company, the Company may treat the registered holder hereof as
the  absolute  owner  hereof for all purposes, notwithstanding any notice to the
contrary.

13.     Notices.  All notices, demands, requests, consents, approvals, and other
        -------
communications  required  or permitted hereunder shall be in writing and, unless
otherwise  specified  herein,  shall be (i) personally served, (ii) deposited in
the  mail,  registered  or certified, return receipt requested, postage prepaid,
(iii)  delivered  by reputable air courier service with charges prepaid, or (iv)
transmitted  by  hand  delivery,  telegram, or facsimile, addressed as set forth
below  or to such other address as such party shall have specified most recently
by  written  notice.  Any notice or other communication required or permitted to
be  given hereunder shall be deemed effective (a) upon hand delivery or delivery
by facsimile, with accurate confirmation generated by the transmitting facsimile
machine,  at  the address or number designated below (if delivered on a business
day  during  normal  business hours where such notice is to be received), or the
first  business  day  following  such  delivery  (if  delivered  other than on a
business  day  during normal business hours where such notice is to be received)
or  (b)  on  the  second  business  day following the date of mailing by express
courier  service,  fully  prepaid,  addressed  to  such  address, or upon actual
receipt  of  such  mailing, whichever shall first occur.  The addresses for such
communications  shall  be:  (i)  if  to  the  Company  to:  Imaging Technologies
Corporation,  17075  Via  Del  Campo, telecopier: (858) 613-1311, with a copy by
telecopier  only to: Naccarato & Associates, 19600 Fairchild, Suite 260, Irvine,
CA 92612, Attn: Owen Naccarato, Esq., telecopier: (949) 851-9262; and (ii) if to
the  Holder,  to the address and telecopier number listed on the first paragraph
of this Warrant, with a copy by telecopier only to: Grushko & Mittman, P.C., 551
Fifth  Avenue,  Suite  1601,  New York, New York 10176, telecopier number: (212)
697-3575.

14.     Miscellaneous.  This Warrant and any term hereof may be changed, waived,
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discharged  or  terminated  only by an instrument in writing signed by the party
against  which  enforcement  of such change, waiver, discharge or termination is
sought.  This  Warrant  shall  be  construed and enforced in accordance with and
governed by the laws of New York.  Any dispute relating to this Warrant shall be
adjudicated  in  New York County in the State of New York.  The headings in this
Warrant  are  for  purposes  of reference only, and shall not limit or otherwise
affect  any  of  the  terms  hereof.  The  invalidity or unenforceability of any
provision  hereof  shall  in no way affect the validity or enforceability of any
other  provision.

IN  WITNESS  WHEREOF, the Company has executed this Warrant as of the date first
written  above.

     IMAGING  TECHNOLOGIES  CORPORATION

By:  ___________________________________________
     Name:
     Title:

Witness:

______________________________________________