EXHIBIT 10(J)

                              ACQUISITION AGREEMENT
                              ---------------------

THIS  ACQUISITION  AGREEMENT  (hereafter referred to as the "Agreement") is made
and  entered  into  on  September  1,  2003, by and between IMAGING TECHNOLOGIES
CORPORATION  (hereafter  referred  to  as  "ITEC"), a Delaware corporation, with
principle  executive  offices  located  at  17075  Via  del  Campo,  San  Diego,
California 92127, and JACKSON STAFFING, INC. (hereafter referred to as " JACKSON
STAFFING")  a  Michigan  corporation,  with  principal offices located at 209 E.
Washington  Avenue,  Jackson,  Michigan  49201.

                                    RECITALS

     WHEREAS,  ITEC is a provider of Professional Employer Organization Services
which  include  but  are  not  limited  to,  human resource consultants, payroll
processing  services,  human  resource  management  services,  safety  services,
workers  compensation  and  other  employment  related  benefits  products
(collectively,  "PEO  Services");  and
WHEREAS,  JACKSON  STAFFING  is  a provider of Temporary Staffing Services which
primarily  provides  clients  with  the  temporary  services  of one (1) or more
individuals  under  contract  with  the  client  characterized  by  a  series of
limited-term  assignments;  and

WHEREAS, ITEC wishes to purchase all of the issued and outstanding shares of all
class  of capital stock of JACKSON STAFFING and JACKSON STAFFING desires to sell
to  ITEC  such  stock;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained  herein  and  in  reliance  upon  the  representations  and warranties
hereinafter  set  forth,  the  parties  agree  as  follows:

1.     CONSIDERATION
2.
1.1     At  the  Closing,  JACKSON STAFFING will issue to ITEC all of the issued
and  outstanding  shares  of  all  class  of  capital stock of JACKSON STAFFING.

1.2     At the Closing, ITEC shall pay to JACKSON STAFFING the purchase price of
$1.00  as  good and valuable consideration for all of the issued and outstanding
shares  of  all  class  of  capital stock of JACKSON STAFFING.  The sum of $1.00
shall  be  paid  in  cash  on  closing.

1.3     At  the  Closing,  JACKSON  STAFFING  shall  deliver  to  ITEC  stock
certificates  for  the  purchased  shares duly endorsed, with documentary stamps
affixed,  free  from  all  encumbrances,  rights,  and  interests  of  others.

2.     CLOSING

2.1     The  Closing  shall occur at the offices of ITEC no later than September
1,  2003.

2.2     ITEC  shall  deliver  the  following  at  the  Closing:

2.2.1     an  Officer's  Certificate as to (i) the accuracy at Closing of all of
ITEC's  representations and warranties as if made at and as of the Closing Date,
(ii)  the  fulfillment of all of ITEC's agreements and covenants to be performed
at  or  before  the  Closing  Date,  and  (iii)  the satisfaction of all Closing
conditions  to  be  satisfied  by  ITEC;  and

2.2.2     copies  of  resolutions adopted by ITEC's Board of Directors approving
the  execution,  delivery and performance of this Agreement and approving all of
the  transactions  contemplated  by  this  Agreement;  and

2.2.3     such other instruments or documents as may be necessary or appropriate
to  carry  out  the  transactions  contemplated  hereby.

2.3     JACKSON  STAFFING  shall  deliver  the  following  at  the  Closing:

2.3.1     an  Officer's  Certificate as to (i) the accuracy at Closing of all of
JACKSON  STAFFING's  representations  and warranties as if made at and as of the
Closing  Date,  (ii) the fulfillment of all of JACKSON STAFFING's agreements and
covenants  to  be  performed  at  or  before  the  Closing  Date,  and (iii) the
satisfaction  of  all  Closing  conditions  to be satisfied by JACKSON STAFFING;

2.3.2     copies of resolutions adopted by JACKSON STAFFING's Board of Directors
approving  the  execution,  delivery  and  performance  of  this  Agreement  and
approving  all  of  the  transactions  contemplated  by  this  Agreement;

2.3.3     such  other endorsements, instruments or documents as may be necessary
or  appropriate  to  carry  out  the  transactions  contemplated  hereby  or are
reasonably requested by ITEC to demonstrate satisfaction of the JACKSON STAFFING
Pre-Closing  Actions.

3.     REPRESENTATIONS  AND  WARRANTIES  OF  JACKSON  STAFFING

JACKSON  STAFFING  represents  and  warrants to ITEC as of the execution of this
Agreement  and  as  of  the  date  of  the  Closing  as  follows:

3.1     JACKSON  STAFFING  has  all of the requisite right, power and authority,
without  the  consent of any other person or entity, to execute and deliver this
Agreement  and  the  agreements to be executed and delivered hereby and to carry
out the transactions contemplated hereby and thereby. All actions required to be
taken  by  JACKSON STAFFING to authorize the execution, delivery and performance
of  this  Agreement and all agreements and transactions contemplated hereby have
been  duly  and properly taken, with the exception of those actions specifically
identified  in  Section 6 hereof ("Conditions Precedent to Obligations of ITEC")
to  be  taken  by JACKSON STAFFING subsequent to the execution of this Agreement
but  prior  to  the  Closing.

3.2     This  Agreement  and  the  other  agreements  and  other documents to be
delivered  at  the  Closing  by  JACKSON  STAFFING  have  been duly executed and
delivered  by  JACKSON  STAFFING and constitute valid and binding obligations of
JACKSON  STAFFING  enforceable  in  accordance  with their respective terms. The
execution  and  delivery of this Agreement and the other agreements contemplated
hereby  and the consummation of the transactions contemplated hereby and thereby
will not (immediately, or upon notice, with the passage of time, or both) result
in  the  creation  of  any  lien,  charge  or  encumbrance  of  any  kind or the
termination  or  acceleration of any indebtedness or other obligation of JACKSON
STAFFING,  and  are  not  prohibited by, do not and will not violate or conflict
with  any  provision of, and do not and will not constitute a default under or a
breach  of  (i)  the  articles  of  formation  or operating agreement of JACKSON
STAFFING,  (ii)  any  contract,  agreement  or other instrument to which JACKSON
STAFFING  is  a  party  or  by which JACKSON STAFFING is bound, (iii) any order,
decree  or  judgment  of  any  court or governmental agency binding upon JACKSON
STAFFING,  or  (iv)  any law, rule or regulation applicable to JACKSON STAFFING.

3.3.

3.3.1     JACKSON  STAFFING  is  a  Michigan corporation duly organized, validly
existing  and in good standing under the laws of Michigan and has full power and
authority  and  all  requisite  rights,  licenses  and  permits  to carry on its
business  as  it  is  presently conducted by JACKSON STAFFING.  JACKSON STAFFING
maintains  its  primary  office  in  the  State  of  Michigan.

3.3.2     Except  as  set  forth  on  Schedule  3.3  all of the JACKSON STAFFING
capital stock has been duly and validly authorized and granted or sold and there
are no contributions, capital calls or other amounts outstanding with respect to
any  JACKSON  STAFFING  interests.  The  JACKSON  STAFFING capital stock was not
issued in violation of any preemptive or other right of any person. There are no
outstanding  options, rights, warrants, conversion rights or other agreements or
commitments  to  which  JACKSON  STAFFING  is  a  party  or binding upon JACKSON
STAFFING for the sale or transfer by JACKSON STAFFING of any interest in JACKSON
STAFFING  except  as  described  on  Schedule 3.3. IT IS EXPRESSLY AGREED TO AND
WARRANTED  BY  JACKSON  STAFFING  THAT  THE  PURCHASE  BY  ITEC  SHALL REPRESENT
OWNERSHIP  BY  ITEC  OF  ALL  OF  THE  CVAPITAL  STOCK  OF  JACKSON  STAFFING.

3.3.3     No  approval,  authorization,  registration,  consent,  order or other
action  of or filing with any person, including any court, administrative agency
or  other governmental authority, is required for (i) the execution and delivery
of  this  Agreement  or  the  agreements  contemplated  hereby,  or  (ii)  the
consummation  of  the  transactions  contemplated  hereby  and  thereby.

3.3.4  JACKSON  STAFFING currently maintain workers compensation policy covering
the  State  of  Michigan.

3.5

3.5.1     The  unaudited  financial statements for JACKSON STAFFING at and as of
September  1,  2003  ("JACKSON  STAFFING Financial Statements") (i) are attached
hereto  as  Schedule  3.5;  and  (ii)  are  accurate  and  complete.

3.5.2     JACKSON  STAFFING  is  not  subject  to  any  liability  or obligation
(whether  absolute,  accrued,  contingent  or  otherwise  and whether matured or
unmatured)  other  than  liabilities  and  obligations  described in the JACKSON
STAFFING  Financial  Statements  and/or  on  Schedule  3.5.

3.6     The  books  of  account  and  other records (financial and otherwise) of
JACKSON  STAFFING are complete and correct and are maintained in accordance with
good  business  practices  and  generally  accepted  accounting  practices.

3.7     Since  its inception, JACKSON STAFFING has operated its business only in
the  ordinary  course, and there has not been any of the following in connection
with  JACKSON  STAFFING  except  as  disclosed in the JACKSON STAFFING Financial
Statements,  Schedule  3.5  or  as  set  forth  below:

3.7.1     any  material  adverse  change  in  the  financial  condition, assets,
liabilities, personnel, prospects or business affairs of JACKSON STAFFING in its
relationships  with suppliers, vendors, customers, representatives, employees or
others,  nor has there been the occurrence of any event or condition which could
reasonably  be  expected  to  have  such  an  effect;

3.7.2     any  declaration  or  payment  of  any dividend or other distribution;

3.7.3     any  forgiveness,  cancellation,  write-off  or write-down of debts or
claims,  or  waiver  of any rights related to JACKSON STAFFING other than in the
ordinary  course of negotiating settlements of creditor claims and settlement of
litigation  filed  against  JACKSON  STAFFING,  as  disclosed  on  Schedule 3.7;

3.7.4     any  increase  or  decrease in the compensation, benefits or method or
rate  of reimbursement paid, payable or to become payable by JACKSON STAFFING to
any  employee,  independent  contractor  or other person who renders services in
connection  with  JACKSON  STAFFING  or  its  business,  or  any  payments  of
compensation  other  than  salary  to  any  of  such  employees;

3.7.5     any  incurrence  of  debt;

3.7.6     any  entry  into  any material agreement, commitment or transaction in
excess of ten thousand dollars ($10,000) or any capital expenditure in excess of
five  thousand  dollars  ($5,000);

3.7.7     any  incurrence of any security interest, lien, charge, encumbrance or
claim  on,  or  any  damage  or  loss to, any of the assets of JACKSON STAFFING;

3.7.8     any  change  in  the  method  of  operation  or  practices  of JACKSON
STAFFING,  including  any  change  in  the  accounting,  billing  or  invoicing
procedures  of  JACKSON  STAFFING;

3.7.9     any  sale, transfer or disposal by or for JACKSON STAFFING or purchase
by  or  for JACKSON STAFFING of any properties or assets, except in the ordinary
course  of  negotiating  settlements  of  creditor  claims  and  settlement  of
litigation  as  disclosed  on  Schedule  3.7;  or

3.7.10     any  agreement, commitment or understanding by JACKSON STAFFING to do
any  of  the  foregoing.

3.8     JACKSON  STAFFING  owns  or  otherwise  controls  the contracts, assets,
leases,  accounts  receivable,  trademarks,  patents  and  other  tangible  and
intangible  property  which  is carried on its Financial Statements, and JACKSON
STAFFING  has  good and marketable title to such assets, and such assets are not
and  will  not  be  subject  to any pledge, option, escrow, hypothecation, lien,
security  interest, financing statement, lease, license, easement, right of way,
encumbrance  or  other  restriction  of any kind except as disclosed on Schedule
3.8.

3.9     JACKSON  STAFFING  does  not  own  any  real  property.

3.10     Except  as  described on Schedule 3.10, JACKSON STAFFING does not lease
any  personal  property.  Schedule  3.10  sets  forth  an  accurate, correct and
complete  list  of  all office furnishings and other personal property leased by
JACKSON  STAFFING.

3.11     Schedule 3.11 contains a list of all information in the nature of trade
secrets,  know-how  or  proprietary  information,  including but not limited to,
software,  copyrighted  and  copyrightable  material, electronic data processing
systems, program specifications and technical information relating to or used by
JACKSON  STAFFING  (the  "Proprietary Information"). The Proprietary Information
does  not  violate or infringe upon any trade secret rights, patents, trademarks
or  copyrights  of  any  other person. Except as set forth on Schedule 3.11, the
Proprietary  Information  is  owned exclusively by JACKSON STAFFING and no other
person  or  entity  has  any  claim  thereto  or  rights  therein.

3.12     Except  as  set  forth  in Schedule 3.12, JACKSON STAFFING has paid all
taxes required to be paid and has filed all returns, declarations and reports or
information  returns  and  statements  required  to  be  filed.

3.13     Except  as  set forth in Schedule 3.13, JACKSON STAFFING is not engaged
in,  or  a  party to, or to the best of JACKSON STAFFING's knowledge, threatened
with,  any  suit, action, proceeding, or investigation or legal, administrative,
arbitration  or  other  method  of  settling disputes, and no officer of JACKSON
STAFFING  knows,  anticipates  or  has  notice of any basis for any such action.
JACKSON  STAFFING  has  not  received  notice  of  any  investigation,  suit  or
proceeding  threatened  or  contemplated by any foreign, federal, state or local
government  or  regulatory  authority  including,  without  limitation,  those
involving  JACKSON  STAFFING's employment notices or policies or compliance with
environmental  regulations.

3.14     JACKSON  STAFFING has not retained any broker or finder or incurred any
liability  or  obligation  for  any brokerage fees, commissions or finder's fees
with  respect  to  this  Agreement  or  the  transactions  contemplated  hereby.

3.15     JACKSON STAFFING has no accounts or notes receivable with the exception
of  those described in Schedule 3.15, for which no defenses to payment have been
asserted, nor does JACKSON STAFFING have reason to believe that such receivables
would  not  be  paid  (with  the exception of the obligor's inability to pay for
financial  reasons).

3.16     Neither  this  Agreement  nor  any attachment, schedule, certificate or
other  statement  delivered  pursuant to this Agreement in or in connection with
the  transactions  contemplated  hereby  contains  or  will  contain  any untrue
statement  of  a  material  fact  or omits or will omit to state a material fact
necessary  in  order  to make the statements and information contained herein or
therein,  in light of the circumstances in which they were made, not misleading.
Each  schedule delivered pursuant to this Agreement is accurate and complete. To
JACKSON  STAFFING's  knowledge,  there  is  no information necessary to enable a
prospective  purchaser  of  JACKSON  STAFFING  or  its  common  stock to make an
informed decision with respect to the purchase of JACKSON STAFFING or its common
stock  which  has  not  been expressly disclosed to ITEC in this Agreement or in
writing  in  connection  with  ITEC's  due  diligence  process.

2.     REPRESENTATIONS  AND  WARRANTIES  OF  ITEC

ITEC hereby represents and warrants to JACKSON STAFFING as of the date hereof as
follows:

4.1     ITEC  has  all requisite right, power and authority, without the consent
of  any  other  person  or entity, to execute and deliver this Agreement and the
agreements  to  be  executed  and  delivered  at  Closing  and  to carry out the
transactions contemplate hereby and thereby. All actions required to be taken by
ITEC  to authorize the execution, delivery and performance of this Agreement and
all  agreements and transactions contemplated hereby have been duly and properly
taken.

4.2     This  Agreement  has  been, and the agreements and other documents to be
delivered  at  Closing  by ITEC and will be, duly executed and delivered by ITEC
and  constitute valid and binding obligations of ITEC, enforceable in accordance
with  their  respective  terms. The execution and delivery of this Agreement and
the  other  agreements  contemplated  hereby  and  the  consummation  of  the
transactions  contemplated  hereby  and  thereby  do not and will not violate or
conflict  with  any  provision  of, and do not and will not constitute a default
under  or  a  breach  of (i) the Certificate of Incorporation or Bylaws of ITEC,
(ii) any contract, agreement or other instrument to which ITEC is a party, (iii)
any  order  or  judgment  of  any court or governmental agency, or (iv) any law,
rule,  or  regulation  applicable  to  ITEC.

4.3     No approval, authorization, registration, consent, order or other action
of  or  filing  with  any  person, including any court, administrative agency or
other  governmental authority is required for the execution and delivery by ITEC
of  this  Agreement or the agreements contemplated hereby or the consummation of
the  transactions  contemplated  hereby  and  thereby.

4.4     ITEC is a corporation duly organized and validly existing under the laws
of  the  State of Nevada, and has full corporate power and authority to carry on
the  business  in  which  it  is  engaged.

4.5     Except  as set forth in Schedule 4.5, ITEC is not engaged in, or a party
to,  or  to  the  best  of  its  knowledge,  threatened  with, any suit, action,
proceeding,  or  investigation  or  legal,  administrative, arbitration or other
method  of  settling  disputes,  which  (if  determined adversely to ITEC) would
materially  and  adversely  affect  the  ability of ITEC to perform hereunder or
under  any  other  agreement, document or instrument required to be executed and
delivered  by  ITEC  in  connection  with  the  consummation of the transactions
contemplated  hereby,  and  ITEC neither knows, anticipates or has notice of any
basis  for  any  such  action.

4.6     ITEC  has not retained any broker or finder or incurred any liability or
obligation  for any brokerage fees, commissions or finder's fees with respect to
this  Agreement  or  the  transactions  contemplated  hereby.

4.7     with  respect  to  the  JACKSON STAFFING capital stock being acquired by
ITEC:

4.7.1     ITEC  is  acquiring  the  JACKSON  STAFFING  capital stock for its own
account,  and  not  with a view toward the subdivision, resale, distribution, or
fractionalization  thereof;  ITEC  has  no contract, undertaking, or arrangement
with  any person to sell, transfer, or otherwise dispose of the JACKSON STAFFING
limited  Liability Interests (or any portion thereof hereby subscribed for), and
has no present intention to enter into any such contract, undertaking, agreement
or  arrangement;

4.7.2     ITEC  hereby  acknowledges  that:  (i)  the  offering  of  the JACKSON
STAFFING  capital  stock  was  made  only through direct, personal communication
between  ITEC  and  JACKSON STAFFING;  (ii) ITEC has had full access to material
concerning  JACKSON  STAFFING's  planned business and operations, which material
was  furnished  or  made  available  to  ITEC  by officers or representatives of
JACKSON  STAFFING;  (iii) JACKSON STAFFING has given ITEC the opportunity to ask
any  questions  and obtain all additional information desired in order to verify
or  supplement  the  material  so  furnished;  and  (iv)  ITEC  understands  and
acknowledges that a purchaser of the JACKSON STAFFING Shares must be prepared to
bear  the  economic risk of such investment for an indefinite period because of:
(A)  the heightened nature of the risks associated with an investment in JACKSON
STAFFING,  including without limitation the risk of loss of the entire amount of
their  investment; and (B) illiquidity of the JACKSON STAFFING Shares due to the
fact  that  (1)  the  JACKSON STAFFING Shares have not been registered under the
Securities  Act of 1933 (the "Act") or any state securities act (nor passed upon
by  the  SEC  or  any state securities commission), and (2) the JACKSON STAFFING
capital  stock may not be registered or qualified by ITEC under federal or state
securities  laws  solely  in  reliance  upon  an  available  exemption from such
registration or qualification, and hence such Limited Liability Interests cannot
be  sold  unless  they  are  subsequently  so  registered  or  qualified, or are
otherwise  subject  to  any  applicable  exemption  from  such  registration
requirements;  and  (3)  substantial  restrictions  on  transfer  of the JACKSON
STAFFING  capital  stock,  as set forth by legend on the face or reverse side of
every  certificate  evidencing  the  ownership  of  JACKSON  STAFFING;  and

4.7.4     ITEC  has been advised to consult with an attorney regarding all legal
matters  concerning  the  purchase and ownership of the JACKSON STAFFING capital
stock,  and with a tax advisor regarding the tax consequences of purchasing such
capital  stock.

3.     COVENANTS

JACKSON  STAFFING and ITEC hereby agree to keep, perform and fully discharge the
following  covenants  and  agreements.

5.1     JACKSON  STAFFING  and  ITEC  agree to use their commercially reasonable
efforts  to satisfy the Closing conditions set forth herein by the Closing Date,
or  earlier  if  possible.

5.2     From  the  date  of  this Agreement until Closing Date, JACKSON STAFFING
shall:

     5.2.1     use  commercial  best  efforts  to  preserve  intact its business
organization,  licenses,  and  permits;  and

     5.2.2.     perform,  in  all  material  respects,  all  obligations  under
agreements.

5.3     From the date of this Agreement until the Closing Date, JACKSON STAFFING
will  not,  without  the prior written consent of ITEC, do any of the following:

5.2.3     take  any  action, which would (i) adversely affect the ability of any
party  hereto  to obtain any consents required for the transactions contemplated
thereby, or (ii) adversely affect the ability of any party hereto to perform its
covenants  and  agreements;

5.2.4     make  any  distribution related to earnings any payment of cash to any
shareholder  of JACKSON STAFFING other than normal payments made in the ordinary
course  of  business  consistent  with  past  practices;

5.2.5     impose on any material asset, or suffer the imposition on any material
asset  of,  any  lien;

5.2.6     sell,  pledge  or encumber, or enter into any contract to sell, pledge
or  encumber,  any  interest  in  the  assets  of  JACKSON  STAFFING;

5.2.7     purchase, lease or otherwise acquire any assets or properties, whether
real or personal, tangible or intangible, or sell, lease or otherwise dispose of
any  assets  or  properties,  whether  real or personal, tangible or intangible,
except  in  the  ordinary course of business and consistent with past practices;

5.2.8     grant  any  increase  in  compensation or benefits to the employees or
officers;  pay any severance or termination pay or any bonus other than pursuant
to  written  policies  or  written contracts in effect as of the date hereof and
disclosed  on  the  schedules  hereto,  unless  such action is first approved in
writing  by  ITEC's  Chief  Executive  Officer;

5.2.9     enter  into or amend any employment contract (unless such amendment is
required  by law) that JACKSON STAFFING does not have the unconditional right to
terminate  without  liability  (other  than  liability  for  services  already
rendered),  at  any  time  on  or  after  the  Closing;

5.2.10     make  any  significant  change  in  any  tax or accounting methods or
systems of internal accounting controls, except as may be appropriate to conform
to  changes  in  tax  laws  or  regulatory  accounting  requirements  or  GAAP;

5.2.11     commence  any litigation other than in accordance with past practice,
settle  any  litigation  involving  any  liability for material money damages or
restrictions  upon  the  Business;

5.2.12     except  in the ordinary course of business and which is not material,
modify,  amend  or terminate any material contract or waive, release, compromise
or  assign  any  material  rights  or  claims;

5.2.13     make  or  commit  to  make any capital expenditure, or enter into any
lease  of  capital  equipment  as  lessee  or  lessor;

5.2.14     take any action, or omit to take any action, which would cause any of
the  representations  and  warranties contained herein to be or become untrue or
incorrect;

5.2.15     make  any  loan to any person or increase the aggregate amount of any
loan  currently  outstanding  to  any person that would be payable following the
Closing;  or

5.2.16     grant  any  rights,  securities  or other instruments that include or
contain any right to purchase or otherwise obtain limited liability interests of
JACKSON  STAFFING,  which  extends  beyond  the  Closing  Date.

5.4     From  the  date of this Agreement until Closing Date, ITEC shall perform
in  all  material  respects  all  obligations  under  agreements.

5.5     From  the  date of this Agreement until the Closing Date, ITEC will not,
without  the prior written consent of JACKSON STAFFING, do any of the following:

5.5.1     take  any  action, which would (i) adversely affect the ability of any
party  hereto  to obtain any consents required for the transactions contemplated
thereby, or (ii) adversely affect the ability of any party hereto to perform its
covenants  and  agreements;

     5.5.2     enter  into  any  agreement  or  commitment  to  do  any  of  the
foregoing.

4.     CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  ITEC

Each  and  all  of  the  obligations  of  ITEC  to  consummate  the transactions
contemplated  by  this  Agreement  are subject to fulfillment prior to or at the
Closing  of  the  following  conditions:

6.1     ITEC  will  have completed its due diligence review and satisfied itself
that the representations and warranties of JACKSON STAFFING contained herein are
accurate  and  shall  be  accurate  in  all respects as if made on and as of the
Closing  Date.  JACKSON STAFFING shall have performed all of the obligations and
complied  with each and all of the covenants, agreements and conditions required
to  be  performed  or  complied  with  by  it  on  or  prior to the Closing Date

6.2     No  action,  suit,  proceeding  or  investigation  before  any  court,
administrative  agency  or  other  governmental  authority  shall  be pending or
threatened  wherein  an  unfavorable judgment, decree or order would prevent the
carrying  out  of this Agreement or any of the transactions contemplated hereby,
declare  unlawful  the transactions contemplated hereby, cause such transactions
to  be  rescinded,  or which might affect the right of ITEC or its affiliates to
own,  operate  or  control  JACKSON  STAFFING.

6.3     JACKSON  STAFFING  shall  not have been adversely affected in any way by
any  act  of God, fire, flood, accident, war, labor disturbance, legislation, or
other  event or occurrence, whether or not covered by insurance, and there shall
have  been  no  change in the assets or the business JACKSON STAFFING or JACKSON
STAFFING's  financial  condition,  properties  or  prospects, which would have a
material  adverse  effect  thereon.

6.4     All  corporate,  member, regulatory and other actions and proceedings in
connection  with  the  transactions  contemplated  hereby  and  all  documents
incidental  thereto,  and all other related legal matters, shall be satisfactory
in form and substance to counsel for ITEC, and ITEC shall have received all such
resolutions,  documents  and  instruments,  or  copies  thereof,  certified  if
requested,  as  its  counsel  shall  have  reasonably  requested.

6.5     There shall have been no change, circumstance or occurrence that has had
or  would  have  a  material  adverse  effect  on  the business, operations, and
properties, condition (financial or otherwise) or prospects of JACKSON STAFFING.

5.     CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  JACKSON  STAFFING

Each  and  all  of  the  obligations  of  JACKSON  STAFFING  to  consummate  the
transactions  contemplated by this Agreement are subject to fulfillment prior to
or  at  the  Closing  of  the  following  conditions:

7.1     The  representations  and  warranties  of ITEC contained herein shall be
accurate  in  all  respects as if made on and as of the Closing Date. ITEC shall
have  performed  all  of  the  obligations and complied with each and all of the
covenants,  agreements  and conditions required to be performed or complied with
on  or  prior  to  Closing  Date.

7.2     No  action,  suit,  proceeding  or  investigation  before  any  court,
administrative  agency  or  other  governmental  authority  shall  be pending or
threatened  wherein  an  unfavorable judgment, decree or order would prevent the
carrying  out  of this Agreement or any of the transactions contemplated hereby,
declare unlawful the transactions contemplated hereby or cause such transactions
to  be  rescinded.

7.3     All  corporate  and other actions and proceedings in connection with the
transactions  contemplated  hereby and all documents incidental thereto, and all
other  related  legal  matters,  shall  be  reasonably  satisfactory in form and
substance  to  counsel  for  JACKSON  STAFFING,  and JACKSON STAFFING shall have
received  all  such  resolutions,  documents and instruments, or copies thereof,
certified  if  requested,  as  its  counsel  shall  have  reasonably  requested.

8.          SURVIVAL  AND  INDEMNIFICATION

8.1     All  representations,  warranties, covenants and agreements contained in
this  Agreement  or in any document delivered pursuant hereto shall be deemed to
be  material  and  to  have  been  relied  upon  by  the  parties  hereto.  All
representations  and  warranties  contained  in this Agreement shall survive the
Closing  for  the  applicable  statute  of  limitations  period,  and  all
representations,  warranties  and  covenants  to  be made or performed after the
Closing shall survive the Closing until made or performed and for the applicable
statute  of  limitations period after their due date.  The indemnity obligations
of  each  party  to  this Agreement shall terminate (absent fraud or intentional
misrepresentation)  one  year  from  the  Closing  Date.  Any  claim  for
indemnification  that  is  asserted  within  one  year of the Closing Date shall
survive  until  resolved  or  judicially  determined.  The  representations  and
warranties  contained  in  this  Agreement  shall  not  be  affected  by  any
investigation,  verification  or examination by any party hereto or by anyone on
behalf  of  any  such  party.

8.2

8.2.1     JACKSON  STAFFING  shall  hold  harmless  and  defend  ITEC  and  its
successors and assigns from and against any and all claims related to, caused by
or  arising  from  (a) any misrepresentation or breach of warranty or failure to
fulfill  any  covenant  or  agreement  of  JACKSON  STAFFING  set  forth in this
Agreement,  or  any  other  misrepresentation,  breach of warranty or failure to
fulfill  a  covenant or agreement by JACKSON STAFFING contained in any agreement
or  other document delivered pursuant hereto, or (b) any and all claims of third
parties made based upon facts alleged that, if true, would have constituted such
a  misrepresentation,  breach  or  failure.

8.2.2     ITEC  shall  indemnify,  hold harmless and defend JACKSON STAFFING and
its  representatives,  officers,  members,  managers,  directors,  affiliates,
successors  and  assigns, from and against any and all claims related to, caused
by  or  arising from (i) any misrepresentation, breach of warranty or failure to
fulfill  any  covenant or agreement of ITEC contained herein or in any agreement
or other document delivered pursuant hereto, or (ii) any and all claims of third
parties  made  based  upon  facts alleged that, if true, would constitute such a
misrepresentation,  breach  or  failure.

8.3     The  party  seeking indemnification under this article (the "Indemnified
Party")  shall  give  prompt  written  notice  to  the  indemnifying  party (the
"Indemnifying  Party")  of the facts and circumstances giving rise to any claim,
provided, however, that an Indemnified Party's failure to give such notice shall
not impair or otherwise affect such Indemnified Party's right to indemnification
except  to  the  extent  that  the Indemnifying Party demonstrates actual damage
caused by such failure.  All rights contained in this article are cumulative and
are in addition to all other rights and remedies, which are otherwise available,
pursuant  to the terms of this Agreement or applicable law.  All indemnification
rights  shall  be  deemed to apply in favor of the indemnified party's officers,
directors,  representatives,  subsidiaries,  affiliates, successors and assigns.

8.4     The  Indemnified  Party  shall  not  settle or compromise any claim by a
third  party  for  which  the  Indemnified  Party is entitled to indemnification
hereunder  without  the  prior  written consent of the Indemnifying Party (which
consent shall not be unreasonably withheld), unless legal action shall have been
instituted  against  the  Indemnified Party and the Indemnifying Party shall not
have  taken  control  of  such  suit within fifteen (15) days after notification
thereof  as  provided  herein.  In  connection  with  any  claim  giving rise to
indemnification hereunder resulting from or arising out of any claim by a person
other  than  the  Indemnified  Party, the Indemnifying Party shall, upon written
notice  to  the  Indemnified Party, assume the defense of any such claim without
prejudice  to  the  right  of  the  Indemnifying Party thereafter to contest its
obligation  to indemnify the Indemnified Party in respect to the claims asserted
therein.  If  the  Indemnifying Party assumes the defense of any such claim, the
Indemnifying  Party  shall  select counsel to conduct the defense in such claims
and  at  its sole cost and expense shall take all steps necessary in the defense
or settlement thereof.  The Indemnifying Party shall not consent to a settlement
of,  or  the  entry  of  any judgment arising from, any claim, without the prior
written  consent  of the Indemnified Party, unless the Indemnifying Party admits
in writing its liability to hold the Indemnified Party harmless from and against
any  losses,  damages,  expenses and liabilities arising out of such settlement.
The  Indemnified  Party  shall  be entitled to participate in the defense of any
such  action  with  its own counsel and at its own expense.  If the Indemnifying
Party  does  not  assume  the  defense of any such claim resulting there from in
accordance with the terms hereof, the Indemnified Party may defend such claim in
such  a  manner  as it may deem appropriate, including settling such claim after
giving  notice  of  the  same  to  the  Indemnifying  Party on such terms as the
Indemnified  Party  may  deem  appropriate, and in any action by the Indemnified
Party seeking indemnification from the Indemnifying Party in accordance with the
provisions  of  this  article,  the  Indemnifying Party shall not be entitled to
question  the  manner  in which the Indemnified Party defended such claim or the
amount  or  nature  of  any such settlement.  In the event of a claim by a third
party,  the Indemnified Party shall cooperate with the Indemnifying Party in the
defense of such action (including making a personal contact with the third party
if  deemed beneficial) and the relevant records of party shall be made available
on  a  timely  basis.

9.          MISCELLANEOUS

9.1.     Payment of Fees and Expenses. If any legal action or any arbitration or
         ----------------------------
other proceeding is brought for the enforcement of this Agreement, or because of
an alleged dispute, breach, default, or misrepresentation in connection with any
of  the  provisions  of  this  Agreement,  the successful or prevailing party or
parties  shall be entitled to recover reasonable attorneys' fees and other costs
incurred  in that action or proceeding, in addition to any other relief to which
it  or  they  may  be  entitled.

9.2.     Entire  Agreement. This Agreement, including the documents and writings
         -----------------
referred  to  herein  or  delivered  pursuant  hereto, which form a part hereof,
contains  the  entire  understanding  of the parties with respect to its subject
matter.  This  Agreement  supercedes  all  prior  agreements  and understandings
between  the  parties  with  respect  to  its  subject  matter.

9.3.     Governing  Law.      This  Agreement shall be governed by and construed
         --------------
in  accordance  with  the laws of the State of California, without regard to its
conflict  of  laws  provisions.

9.4.     Notices.  Any and all notices, demands or other communications required
         -------
or  desired  to  be  given by any party shall be in writing and shall be validly
given  or made to another party if given by personal delivery, telex, facsimile,
telegram  or  if  deposited  in the United States mail, certified or registered,
postage  prepaid,  return  requested.

If  to  ITEC:
                    Imaging  Technologies  Corporation
                    17075  Via  del  Campo
                    San  Diego,  CA  92127
                    Attention:  Brian  Bonar,  CEO  and  Chairman

If  to  JACKSON  STAFFING:
                    Jackson  Staffing,  Inc
                    209  E.  Washington  Avenue
                    Jackson,  MI  49201
                    Attention:  David  Whiteford,  Owner

9.5     Titles  and  Captions.  Paragraph  titles and captions contained in this
        ---------------------
Agreement  are inserted only as a matter of convenience and for reference and in
no  way  define,  limit,  extend  or describe the scope of this Agreement or the
intent  of  any  provision.

9.10     Counterpart  Signature  Pages.  This  Agreement  may be executed by the
         -----------------------------
Parties  through  counterpart  signature  pages (and not as part of one document
bearing  all  signatures  consecutively),  all  of  which,  when together, shall
constitute  satisfaction  of  the  signature  requirements.  Facsimile signature
pages  shall  also  be  acceptable.

9.11     Authority.  The  undersigned  individuals  and/or entities execute this
         ---------
Agreement  on behalf of their respective parties, and represent and warrant that
said  individual  and/or  entities are authorized to enter into and execute this
Agreement  on behalf of such Parties, that the appropriate corporate resolutions
or other consents have been passed and/or obtained (if necessary), and that this
Agreement shall be binding on the Party on whose benefit they are executing this
Agreement.

9.12     Waiver,  Modification and Amendment. All waivers hereunder must be made
         -----------------------------------
in  a  signed  writing,  and  failure by either Party at any time to require the
other  Party's  performance  of  any  obligation  under this Agreement shall not
affect  the  right  subsequently  to require performance of that obligation. Any
waiver  of a breach or violation of any provision of this Agreement shall not be
construed  as  a waiver of any continuing or succeeding breach of such provision
or a waiver or modification of the provision.  This Agreement may be modified or
amended  only  by  a  later  writing  signed  by  all  of  the  Parties.

9.13     Provisions Severable.  The Parties expressly agree and contract that it
         --------------------
is  not  the intention of any of them to violate any public policy, statutory or
common  laws,  rules,  regulations,  treaties  or decisions of any government or
agency  thereof.  If  any section, sentence, clause, word or combination thereof
in  this Agreement is judicially or administratively interpreted or construed as
being  in  violation  of any such provisions of any jurisdiction, such sections,
sentences,  words,  clauses or combinations thereof shall be inoperative in each
such  jurisdiction and the remainder of this Agreement shall remain binding upon
the  Parties  in  each  such  jurisdiction.

9.14     Successors.  This  Agreement  is  binding  upon  and shall inure to the
         ----------
benefit  of  the Parties and each Party's respective successors, assigns, heirs,
spouses,  agents  and personal representatives, enforceable against each of them
in  accordance  with  its  terms.

9.15     Assignment.  This Agreement may not be assigned in whole or in part, by
         ----------
either  Party,  whether  by  operation of law or by contract, without the prior,
written  consent  of  the other Party, which consent may be given or withheld in
the  sole  and  exclusive  discretion  of  such  other  Party.

9.16     Announcements.  Neither  Party  shall make any public release or filing
         -------------
concerning  this  Settlement  Agreement nor the transactions contemplated hereby
without prior approval of other Party. If no response is received from the Party
of  whom  response  is requested within three (3) business days of receipt, then
right  to  publish  such  release  or  filing  shall  be  deemed  given.

IN  WITNESS WHEREOF, the parties hereto have set forth their hand as of the date
and  year  first  above  written.

IMAGING  TECHNOLOGIES  CORPORATION

By:     _______________________________
     Brian  Bonar
Its     Chief  Executive  Officer  and  Chairman

JACKSON  STAFFING,  INC.

by:     ______________________________
     David  Whiteford
Its:     Owner