EXHIBIT 10(C)

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

                                CONVERTIBLE NOTE

FOR  VALUE  RECEIVED,  IMAGING  TECHNOLOGIES CORPORATION, a Delaware corporation
(hereinafter  called  "Borrower"),  hereby  promises to pay to 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 order,
without  demand,  the  sum  of  Two  Hundred  and  Twenty-Five  Thousand Dollars
($225,000.00), with simple interest accruing at the annual rate of eight percent
(8%),  on  December  ___,  2006  (the  "Maturity  Date").

This  Note  has  been  entered  into  pursuant  to  the  terms of a subscription
agreement  between the Borrower and the Holder, dated of even date herewith (the
"Subscription  Agreement"),  and  shall  be  governed  by  the  terms  of  such
Subscription  Agreement.  Unless  otherwise  separately  defined  herein,  all
capitalized  terms used in this Note shall have the same meaning as is set forth
in  the  Subscription  Agreement.  The following terms shall apply to this Note:

ARTICLE  I  -  GENERAL  PROVISIONS

1.1     Payment  Grace  Period.  The  Borrower  shall  have a ten (10) day grace
        ----------------------
period to pay any monetary amounts due under this Note, after which grace period
a  default  interest  rate of fifteen percent (15%) per annum shall apply to the
amounts  owed  hereunder.

1.2     Conversion  Privileges.  The  Conversion Privileges set forth in Article
        ----------------------
II  shall  remain  in full force and effect immediately from the date hereof and
until  the  Note  is  paid  in  full regardless of the occurrence of an Event of
Default.  The  Note  shall  be  payable  in  full  on  the Maturity Date, unless
previously  converted  into  Common  Stock in accordance with Article II hereof;
provided, that if an Event of Default has occurred (whether or not such Event of
Default  is  continuing),  the  Borrower  may  not pay this Note on or after the
Maturity  Date,  without  the  consent  of  the  Holder.

1.3     Interest  Rate.   Simple  interest  payable on this Note shall accrue at
        --------------
the  annual rate of eight percent (8%) and be payable upon each Conversion, June
30,  2004 and semi-annually thereafter, and on the Maturity Date, accelerated or
otherwise, when the principal and remaining accrued but unpaid interest shall be
due  and payable, or sooner as described below.  Provided an Event /Default have
not  occurred,  Borrower  may elect to pay interest which is due on this Note by
delivering  registered  Common Stock in lieu of cash.  Such Common Stock will be
valued  at  the  Conversion  Price  in  effect  on  the due date of the interest
payment.

ARTICLE  II  -  CONVERSION  RIGHTS

The  Holder  shall  have  the right to convert the principal due under this Note
into  Shares  of the Borrower's Common Stock, $.005 par value per share ("Common
Stock")  as  set  forth  below.

2.1.     Conversion  into  the  Borrower's  Common  Stock.
         ------------------------------------------------

(a)     The  Holder shall have the right from and after the date of the issuance
of  this Note and then at any time until this Note is fully paid, to convert any
outstanding  and unpaid principal portion of this Note, and accrued interest, at
the  election  of  the  Holder  (the date of giving of such notice of conversion
being  a  "Conversion  Date") into fully paid and nonassessable shares of Common
Stock  as  such stock exists on the date of issuance of this Note, or any shares
of  capital  stock  of  Borrower into which such Common Stock shall hereafter be
changed  or  reclassified,  at the conversion price as defined in Section 2.1(b)
hereof  (the  "Conversion Price"), determined as provided herein.  Upon delivery
to  the  Borrower  of  a  Notice  of Conversion as described in Section 7 of the
Subscription  Agreement of the Holder's written request for conversion, Borrower
shall  issue  and  deliver  to  the  Holder  within three business days from the
Conversion  Date ("Delivery Date") that number of shares of Common Stock for the
portion of the Note converted in accordance with the foregoing.  At the election
of the Holder, the Borrower will deliver accrued but unpaid interest on the Note
in  the  manner  provided in Section 1.3 through the Conversion Date directly to
the  Holder  on  or  before  the  Delivery  Date (as defined in the Subscription
Agreement).  The  number  of  shares  of  Common  Stock  to  be issued upon each
conversion  of  this  Note  shall  be determined by dividing that portion of the
principal  of  the  Note  and interest to be converted, by the Conversion Price.

(b)     Subject  to  adjustment  as  provided  in  Section  2.1(c)  hereof,  the
Conversion Price per share shall be the lower of (i) $.02 ("Maximum Base Price")
or  (ii)  seventy  percent  (70%) of the average of the three lowest closing bid
prices for the sixty (60) trading days prior to but not including the Conversion
Date  for  the  Common  Stock  on  the OTC Pink Sheets, NASD OTC Bulletin Board,
NASDAQ  SmallCap Market, NASDAQ National Market System, American Stock Exchange,
or  New York Stock Exchange, as applicable, or if not then trading on any of the
foregoing,  such  other  principal  market or exchange where the Common Stock is
listed  or  traded  (whichever  of  the  foregoing  is at the time the principal
trading  exchange  or  market  for  the  Common  Stock, the "Principal Market").
Closing bid price shall mean the last closing bid price as reported by Bloomberg
L.P.

(c)     The Maximum Base Price and number and kind of shares or other securities
to  be  issued  upon  conversion determined pursuant to Section 2.1(a), shall be
subject  to  adjustment  from  time to time upon the happening of certain events
while  this  conversion  right  remains  outstanding,  as  follows:

A.     Merger,  Sale  of  Assets,  etc.  If  the  Borrower  at  any  time  shall
consolidate  with  or  merge into or sell or convey all or substantially all its
assets  to  any other corporation, this Note, as to the unpaid principal portion
thereof and accrued interest thereon, shall thereafter be deemed to evidence the
right  to  purchase  such  number  and  kind  of  shares or other securities and
property  as  would  have  been  issuable  or  distributable  on account of such
consolidation,  merger,  sale  or  conveyance,  upon  or  with  respect  to  the
securities subject to the conversion or purchase right immediately prior to such
consolidation,  merger,  sale  or  conveyance.  The  foregoing  provision  shall
similarly  apply  to  successive  transactions  of  a similar nature by any such
successor  or  purchaser.  Without limiting the generality of the foregoing, the
anti-dilution  provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.

B.     Reclassification,  etc.  If  the  Borrower  at  any  time  shall,  by
reclassification  or  otherwise,  change  the  Common  Stock  into the same or a
different  number  of  securities  of any class or classes, this Note, as to the
unpaid  principal portion thereof and accrued interest thereon, shall thereafter
be  deemed  to  evidence  the  right  to  purchase  an  adjusted  number of such
securities  and  kind of securities as would have been issuable as the result of
such  change  with  respect  to  the  Common  Stock  immediately  prior  to such
reclassification  or  other  change.

C.     Stock  Splits, Combinations and Dividends.  If the shares of Common Stock
are  subdivided or combined into a greater or smaller number of shares of Common
Stock,  or  if a dividend is paid on the Common Stock in shares of Common Stock,
the  Conversion Price shall be proportionately reduced in case of subdivision of
shares or stock dividend or proportionately increased in the case of combination
of  shares,  in  each such case by the ratio which the total number of shares of
Common  Stock outstanding immediately after such event bears to the total number
of  shares  of  Common  Stock  outstanding  immediately  prior  to  such  event.

D.     Share  Issuance.   So  long  as this Note is outstanding, if the Borrower
shall issue any shares of Common Stock except for the employee stock options, or
in  connection  with the exercise of Warrants, options or upon the conversion of
convertible  instruments  outstanding  on  the  issue  date  of this Note and as
described  in  the Borrower's Reports (as defined in the Subscription Agreement)
for  a  consideration  less  than  the  Fair Market Value (as defined in Section
2(c)(E)  below)  for such shares at the time of such issue, then, and thereafter
successively  upon  each  such  issue,  the Conversion 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 Conversion Price in effect at the time
of  such issue and the product shall be added to the aggregate consideration, if
any,  received  by  the  Borrower 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 Conversion Price.  For purposes of this adjustment, the
issuance  of  any  security  of  the Borrower 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 Conversion Price upon
the  issuance  of  shares  of  Common  Stock upon exercise of such conversion or
purchase  rights.

E.     For  purposes of Section 2.1(c)(D) above, Fair Market Value of a share of
Common  Stock  as of a particular date (the "Determination Date") shall mean the
Fair  Market  Value of a share of the Borrower's Common Stock. Fair Market Value
of  a  share  of  Common  Stock  as  of  a  Determination  Date  shall  mean:

(a)     If  the Borrower'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  Borrower'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 mean of
the  closing bid and asked prices reported for the last business day immediately
preceding  the  Determination  Date.

(c)     Except  as  provided in clause (d) below, if the Borrower's Common Stock
is  not  publicly  traded,  then  as the Holder and the Borrower agree or in the
absence  of  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.

(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 Borrower'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.

(d)     Whenever  the  Conversion  Price  is adjusted pursuant to Section 2.1(c)
above, the Borrower shall promptly mail to the Holder a notice setting forth the
Conversion  Price  after  such adjustment and setting forth a brief statement of
the  facts  requiring  such  adjustment.

(e)     During  the  period  the  conversion right exists, Borrower will reserve
from  its  authorized and unissued Common Stock a sufficient number of shares to
provide  for the issuance of Common Stock upon the full conversion of this Note.
Borrower  represents  that  upon  issuance, such shares will be duly and validly
issued,  fully  paid  and  non-assessable.  Borrower agrees that its issuance of
this  Note shall constitute full authority to its officers, agents, and transfer
agents who are charged with the duty of executing and issuing stock certificates
to  execute and issue the necessary certificates for shares of Common Stock upon
the  conversion  of  this  Note.

(f)     The  terms of this Note are modifiable by the Holder pursuant to but not
limited  to  Section  12(c)  of  the  Subscription  Agreement.

2.2     Method of Conversion.  This Note may be converted by the Holder in whole
        --------------------
or in part as described in Section 2.1(a) hereof and the Subscription Agreement.
Upon  partial  conversion  of this Note, a new Note containing the same date and
provisions  of  this  Note shall, at the request of the Holder, be issued by the
Borrower to the Holder for the principal balance of this Note and interest which
shall  not  have  been  converted  or  paid.

2.3     Maximum  Conversion.  The  Holder  shall not be entitled to convert on a
        -------------------
Conversion Date that amount of the Note 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 a
Conversion  Date,  (ii)  any  Common  Stock  issuable  in  connection  with  the
unconverted  portion of the Note, and (iii) the number of shares of Common Stock
issuable upon the conversion of the Note with respect to which the determination
of  this  provision  is  being  made on a Conversion 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 of the Borrower on such Conversion Date.  For
the  purposes of the provision to 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 conversions of only
9.99% and aggregate conversion by the Holder may exceed 9.99%.  The Holder shall
have the authority and obligation to determine whether the restriction contained
in  this  Section 2.3 will limit any conversion hereunder and to the extent that
the Holder determines that the limitation contained in this Section applies, the
determination  of  which  portion  of  the  Notes  are  convertible shall be the
responsibility and obligation of the Holder.  The Holder may void the conversion
limitation  described in this Section 2.3 upon and effective after 61 days prior
written  notice to the Borrower.  The Holder may allocate which of the equity of
the  Borrower  deemed  beneficially owned by the Holder shall be included in the
9.99%  amount  described  above and which shall be allocated to the excess above
9.99%.

ARTICLE  III  -  EVENT  OF  DEFAULT

The  occurrence  of  any of the following events of default ("Event of Default")
shall,  at  the  option  of  the  Holder  hereof, make all sums of principal and
interest  then  remaining  unpaid hereon and all other amounts payable hereunder
immediately  due and payable, upon demand, without presentment, or grace period,
all  of  which  hereby  are  expressly  waived,  except  as  set  forth  below:

3.1     Failure  to  Pay  Principal  or Interest.  The Borrower fails to pay any
        ----------------------------------------
installment of principal, interest or other sum due under this Note when due and
such  failure  continues  for a period of ten (10) days after the due date.  The
ten  (10)  day  period  described  in  this Section 3.1 is the same ten (10) day
period  described  in  Section  1.1  hereof.

3.2     Breach  of  Covenant.  The  Borrower  breaches  any material covenant or
        --------------------
other  term  or  condition  of  the  Subscription  Agreement or this Note in any
material  respect and such breach, if subject to cure, continues for a period of
ten  (10)  business  days  after written notice to the Borrower from the Holder.

3.3     Breach  of  Representations and Warranties.  Any material representation
        ------------------------------------------
or  warranty  of  the Borrower made herein, in the Subscription Agreement, or in
any  agreement,  statement or certificate given in writing pursuant hereto or in
connection  therewith shall be false or misleading in any material respect as of
the  date  made  and  the  Closing  Date.

3.4     Receiver  or  Trustee.  The  Borrower  shall  make an assignment for the
        ---------------------
benefit  of  creditors, or apply for or consent to the appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a  receiver  or  trustee  shall  otherwise  be  appointed.

3.5     Judgments.  Any  money  judgment, writ or similar final process shall be
        ---------
entered  or  filed  against  Borrower or any of its property or other assets for
more than $50,000, and shall remain unvacated, unbonded or unstayed for a period
of  forty-five  (45)  days.

3.6     Bankruptcy.  Bankruptcy,  insolvency,  reorganization  or  liquidation
        ----------
proceedings  or other proceedings or relief under any bankruptcy law or any law,
or  the  issuance  of  any  notice  in relation to such event, for the relief of
debtors shall be instituted by or against the Borrower and if instituted against
Borrower  are  not  dismissed  within  45  days  of  initiation.

3.7     Delisting.   Delisting  of  the Common Stock from the OTC Bulletin Board
        ---------
("OTCBB")  or  such other principal exchange on which the Common Stock is listed
for  trading;  failure  to comply with the requirements for continued listing on
the  OTCBB  for a period of three consecutive trading days; or notification from
the  OTC  Bulletin  Board  or  any  Principal Market that the Borrower is not in
compliance  with the conditions for such continued listing on the OTCBB or other
Principal  Market.

3.8     Stop  Trade.  An  SEC  stop  trade  order  or  Principal  Market trading
        -----------
suspension  that  lasts  for  five  or  more  consecutive  trading  days.

3.9     Failure to Deliver Common Stock or Replacement Note.  Borrower's failure
        ---------------------------------------------------
to  timely  deliver  Common  Stock  to  the  Holder  pursuant to and in the form
required  by  this Note and Sections 7 and 11 of the Subscription Agreement, or,
if  required,  a  replacement  Note.

3.10     Non-Registration  Event.  The occurrence of a Non-Registration Event as
         -----------------------
described  in  Section  10.4  of  the  Subscription  Agreement.

3.11     Reverse Splits.  The Borrower effectuates a reverse split of its common
         ---------------
stock  without  the  prior  written  consent  of  the  Holder.

3.12     Security  Agreement.   An "Event of Default" as defined in the Security
         -------------------
Agreement  dated  at  or  about  the  date of this Note delivered by Borrower to
Holder  (the  "Security  Agreement").

3.13     Cross Default.  A default by the Borrower of a material term, covenant,
         -------------
warranty  or undertaking of any other agreement to which the Borrower and Holder
are  parties,  or  the  occurrence of a material event of default under any such
other  agreement,  in  each  case,  which is not cured after any required notice
and/or  cure  period.

ARTICLE  IV  -  SECURITY  INTEREST

4.1     Security  Interest/Waiver of Automatic Stay.   This Note is secured by a
        -------------------------------------------
security  interest granted to the Collateral Agent for the benefit of the Holder
pursuant  to  the  Security  Agreement, as delivered by Borrower to Holder.  The
Borrower  acknowledges  and agrees that should a proceeding under any bankruptcy
or  insolvency  law  be  commenced  by or against the Borrower, or if any of the
Collateral  (as  defined in the Security Agreement) should become the subject of
any  bankruptcy or insolvency proceeding, then the Holder should be entitled to,
among  other relief to which the Holder may be entitled under the Note, Security
Agreement,  Subscription Agreement and any other agreement to which the Borrower
and  Holder  are parties (collectively, "Loan Documents") and/or applicable law,
an  order  from  the  court  granting  immediate  relief from the automatic stay
pursuant  to  11  U.S.C. Section 362 to permit the Holder to exercise all of its
rights  and  remedies  pursuant to the Loan Documents and/or applicable law. THE
BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C.
SECTION  362.  FURTHERMORE,  THE BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT
NEITHER  11  U.S.C.  SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR
OTHER  STATUTE  OR  RULE  (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105)
SHALL  STAY,  INTERDICT,  CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF
THE  HOLDER  TO  ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS
AND/OR  APPLICABLE  LAW.  The  Borrower hereby consents to any motion for relief
from  stay  that  may  be  filed  by  the Holder in any bankruptcy or insolvency
proceeding initiated by or against the Borrower and, further, agrees not to file
any  opposition  to  any  motion  for relief from stay filed by the Holder.  The
Borrower  represents,  acknowledges and agrees that this provision is a specific
and  material  aspect of the Loan Documents, and that the Holder would not agree
to  the terms of the Loan Documents if this waiver were not a part of this Note.
The  Borrower  further  represents,  acknowledges and agrees that this waiver is
knowingly,  intelligently  and voluntarily made, that neither the Holder nor any
person  acting  on  behalf  of the Holder has made any representations to induce
this  waiver, that the Borrower has been represented (or has had the opportunity
to he represented) in the signing of this Note and the Loan Documents and in the
making  of this waiver by independent legal counsel selected by the Borrower and
that  the  Borrower  has  discussed  this  waiver  with  counsel.

ARTICLE  V  -  MISCELLANEOUS

5.1     Failure  or  Indulgence  Not Waiver.  No failure or delay on the part of
        -----------------------------------
Holder  hereof  in the exercise of any power, right or privilege hereunder shall
operate  as  a  waiver  thereof, nor shall any single or partial exercise of any
such  power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.  All rights and remedies existing hereunder
are  cumulative  to,  and  not  exclusive  of,  any rights or remedies otherwise
available.

5.2     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  Borrower  to: Imaging Technologies
Corporation, 17075 Via Del Campo, San Diego, California 92127, 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 name, address and telecopy
number  set forth on the front page of this Note, 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.

5.3     Amendment Provision.  The term "Note" and all reference thereto, as used
        -------------------
throughout  this  instrument, shall mean this instrument as originally executed,
or  if  later  amended  or  supplemented,  then  as  so amended or supplemented.

5.4     Assignability.  This  Note  shall  be  binding upon the Borrower and its
        -------------
successors  and  assigns,  and  shall inure to the benefit of the Holder and its
successors  and  assigns.

5.5     Cost  of  Collection.  If  default  is made in the payment of this Note,
        --------------------
Borrower  shall  pay the Holder hereof reasonable costs of collection, including
reasonable  attorneys'  fees.

5.6     Governing  Law.  This  Note  shall  be  governed  by  and  construed  in
        --------------
accordance with the laws of the State of New York.  Any action brought by either
party  against  the  other  concerning  the  transactions  contemplated  by this
Agreement  shall  be  brought  only  in  the  state courts of New York or in the
federal  courts  located  in  the  state  of  New  York.  Both  parties  and the
individual  signing  this Agreement on behalf of the Borrower agree to submit to
the  jurisdiction  of  such  courts.  The  prevailing party shall be entitled to
recover  from  the  other  party  its  reasonable  attorney's  fees  and  costs.

5.7     Maximum Payments.  Nothing contained herein shall be deemed to establish
        ----------------
or  require  the payment of a rate of interest or other charges in excess of the
maximum  permitted  by  applicable  law.  In the event that the rate of interest
required  to  be paid or other charges hereunder exceed the maximum permitted by
such  law,  any  payments  in  excess  of such maximum shall be credited against
amounts  owed  by  the Borrower to the Holder and thus refunded to the Borrower.

5.8     Redemption.  This  Note  may not be redeemed or paid before or after the
        ----------
Maturity  Date  without  the  consent  of  the  Holder.

5.9     Shareholder  Status.  The  Holder shall not have rights as a shareholder
        -------------------
of the Borrower with respect to unconverted portions of this Note.  However, the
Holder  will have the right of a shareholder of the Borrower with respect to the
Shares  of  Common  Stock  to  be  received  after  delivery  by the Holder of a
Conversion  Notice  to  the  Borrower.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an
authorized  officer  on  this  ____  day  of  December,  2003.

IMAGING  TECHNOLOGIES  CORPORATION

By:________________________________
     Name:
     Title:

WITNESS:

______________________________________