EXHIBIT 10(a)

                           AGREEMENT TO ACQUIRE SHARES

THIS  AGREEMENT  TO ACQUIRE SHARES (hereafter referred to as the "Agreement") is
made  and  entered  into  on August 9, 2002, by and between Imaging Technologies
Corporation  (hereafter  referred  to  as  "ITEC"), a Delaware corporation, with
principle  executive  offices  located  at  15175  Innovation  Drive, San Diego,
California  92128, and Greenland Corporation. (hereafter referred to as "GLCP.")
a  Nevada  corporation,  with  principal offices located at 2111 Palomar Airport
Road,  Suite  200,  Carlsbad,  California  92009.

RECITALS

     WHEREAS,  ITEC  and GLCP feel that forming a business relationship would be
beneficial  to  both  parties;  and

     WHEREAS,  ITEC  wishes  to  purchase  shares  of  common stock from GLCP in
sufficient  quantity to result in ITEC owning from sixty percent (60%) to ninety
percent  (90%)  of  the  issued  and outstanding common stock of GLCP as defined
herein;  and

     WHEREAS,  GLCP  wishes to issues shares of its common stock to ITEC in such
quantities;

     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

1.1     Prior  to  the  Closing  (as  hereinafter defined), GLCP will complete a
reverse  split,  or consolidation, of its shares of common stock at a ratio of 1
new GLCP share for 50 current GLCP shares (the actual date of which shall be the
"Reverse  Date").

1.2     At  the Closing, GLCP will issue to ITEC a sufficient quantity of shares
of  GLCP  common  stock, which will carry a legend indicating that they have not
been registered with the Securities and Exchange Commission (SEC) such that ITEC
will own at least sixty percent (60%) of the total issued and outstanding common
stock  of GLCP as of the Reverse Date (for example: Assuming  GLCP currently has
350,000,000  issued  and outstanding shares and consummates a 50-1 reverse split
leaving  7,000,000  issued  and outstanding; GLCP would issue to ITEC 10,500,000
shares for a total of 17,500,000 issued and outstanding  of GLCP)(referred to as
the  "Issued  and  Outstanding  Base"  or  "IOB").

1.3     At  the  Closing,  ITEC  will pay GLCP One million, three hundred eighty
thousand.  Six  hundred  dollars ($1,380,600.00) in the form of an interest-free
(or bearing interest at such rate as the IRS may deem to be the minimum interest
rate,  with  any  such  interest  payable  on  the  same conversion terms as the
principal)  convertible  promissory  note,  due  two (2) years from the Closing,
convertible  into ITEC common stock at the average of the closing prices for the
ten (10) trading days immediately preceding the date of the notice of conversion
delivered  by  GLCP  to  ITEC  (the  "Convertible  Note").

1.4     At  the  Closing,  GLCP  will  issue  to  ITEC,  warrants to purchase an
additional  shares  of GLCP common stock, necessary to result in ITEC owning the
percentage  of  the  issued  and  outstanding  shares of GLCP common stock shown
below,  at  an  exercise  price  of $0.0008 per share. The exercise price of the
warrants  may  be paid by ITEC, at its sole discretion in cash or in the form of
convertible  notes  with  the  same  terms  as  the  Convertible  Note.

1.4.1     If,  ninety (90) days after the Closing, GLCP has booked PEO contracts
in the minimum amount of Two million dollars ($2,000,000.00) per month, warrants
to  purchase  a  sufficient number of shares of GLCP common stock will vest such
that,  upon  exercise  of such warrants, ITEC would own at least seventy percent
(70%)  of  the  issued  and  outstanding common stock of GLCP as of the IOB (for
example,  if  the  IOB  is 17,500,000 and ITEC owns 10,500,000 or 60% as of IOB,
therefore  ITEC  would  be  issued  5,833,000  shares  for  a  total  issued and
outstanding  of  23,333,000  or  70%  of  issued  and  outstanding  ).

1.4.2     If,  one  hundred eighty (180) days after the Closing, GLPC has booked
PEO contracts in the minimum amount of Three million dollars ($3,000,000.00) per
month,  warrants  to purchase a sufficient number of shares of GLPC common stock
will  vest  such  that,  upon exercise of such warrants, ITEC would own at least
Eighty  percent  (80%)  of the issued and outstanding common stock of GLCP as of
the  IOB  (for example, if the IOB is 17,500,000 and ITEC owns 10,500,000 or 60%
as  of  IOB,  therefore  ITEC was issued 5,833,000 shares for a total issued and
outstanding of  23,333,000 or 70% of issued and outstanding and now is issued an
additional 11,667,000 shares for a total of 35,000,000 issued and outstanding or
80%  ).

1.4.3     If,  two hundred seventy (270) days after the Closing, GLPC has booked
PEO  contracts in the minimum amount of Four million dollars ($4,000,000.00) per
month,  warrants  to purchase a sufficient number of shares of GLPC common stock
will  vest  such  that  upon exercise of these warrants, ITEC would own at least
Ninety  percent  (90%) of the issued and outstanding common stock of GLCP. as of
the  IOB  (for example, if the IOB is 17,500,000 and ITEC owns 10,500,000 or 60%
as  of  IOB,  therefore  ITEC was issued 5,833,000 shares for a total issued and
outstanding  of  23,333,000 or 70% of issued and outstanding and ITEC was issued
an additional 11,667,000 shares for a total of 35,000,000 issued and outstanding
or  80%  and  ITEC  is now issued an additional 35,000,000 shares for a total of
70,000,000  issued  and  outstanding).

1.5     ITEC  shall pay the sum of $2,500 to the auditors for GLCP in connection
with the preparation and filing of the Form 10Q-SB for the period ended June 30,
2002.  ITEC  acknowledges  that said amount is currently due and payable and the
Form  10Q-SB  which  filing  is due August 15, 2002, can not be filed until such
payment  is  made.

1.6     ITEC  agrees to pay all costs and expenses in connection with the filing
of the proxy for GLCP to obtain shareholder approval for this transaction and to
obtain  approval  for  reverse  stock  split.

2.     CLOSING

2.1     The  Closing  shall occur at the offices of ITEC no later than September
13,  2002.

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     certified  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     the  Convertible  Note,  as  described  above;  and

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

2.3     At  the  Closing,  GLCP  shall  deliver  the  following:

2.3.1     an  Officer's  Certificate as to (i) the accuracy at Closing of all of
GLCP's  representations and warranties as if made at and as of the Closing Date,
(ii)  the  fulfillment of all of GLCP'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  GLCP;

2.3.2     certified  copies  of resolutions adopted by GLCP'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     certified  copies  of  resolutions  approved  by  GLCP's  stockholders
approving  the  reverse  stock  split  and  change  of  control;

2.3.4     share  certificates representing a sufficient number of shares of GLCP
common stock to provide ITEC with ownership of not less than sixty percent (60%)
of  the  issued and outstanding common stock of GLCP, duly issued in the name of
ITEC;

2.3.5     the  resignation  of  the  current  officers and directors of GLCP, as
requested  by  ITEC,  effective  at  the  Closing;  and

2.3.6     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 GLCP Pre-Closing
Actions.

3.         REPRESENTATIONS  AND  WARRANTIES  OF  GLCP

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

3.1     GLCP  has  all  of  the requisite right, power and authority, subject to
obtaining  the  approval  of GLCP stockholders, 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 GLCP 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 GLCP 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 GLCP have been duly executed and delivered by GLCP
and  constitute  valid and binding obligations of GLCP 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 GLCP, 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 incorporation or
bylaws  of  GLCP, (ii) any contract, agreement or other instrument to which GLCP
is a party or by which GLCP is bound, (iii) any order, decree or judgment of any
court  or  governmental  agency  binding  upon  GLCP,  or  (iv) any law, rule or
regulation  applicable  to  GLCP.

3.3.

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

3.3.2     Except  as  set forth on Schedule 3.3 all of the GLCP shares have been
duly  and validly authorized and granted or sold and there are no contributions,
capital  calls or other amounts outstanding with respect to any GLCP shares. The
GLCP shares were 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 GLCP is a party or binding upon GLCP
for  the sale or transfer by GLCP of any interest in GLCP except as described on
Schedule  3.3.

3.3.3     With  respect to the shares of GLCP common stock to be delivered under
this  Agreement,  GLCP  hereby  represents  and  warrants  that it has used best
efforts to file all reports and other documents required to be filed by the SEC,
the  NASD and any state securities administration, and it shall use best efforts
to continue to timely file and maintain such documents in order for investors in
the  GLCP  Shares  to be able to make public sales of such shares under Rule 144
under  the  Securities Act of 1933; all of such filings are and will be true and
correct  when  filed,  and  have not and will not contain any statement which is
false or materially misleading; and ITEC has not received any communication from
any federal or state securities agency which asserts or indicates that either of
the  statements  made  in  the  preceding  two  clauses  is  untrue.

3.4     Other than approval by a majority of the holders of the common shares of
GLCP,  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.

3.5

3.5.1     The unaudited financial statements for GLCP at and as of June 30, 2002
("GLCP  Financial Statements") (i) are attached hereto as Schedule 3.5; and (ii)
are  accurate  and  complete.

3.5.2     GLCP  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 GLCP Financial Statements and/or on
Schedule  3.5.

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

3.7     Since June 30, 2002, GLCP has operated its business only in the ordinary
course,  and  there  has  not  been any of the following in connection with GLCP
except  as  disclosed  in the GLCP 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  GLCP  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 GLCP other than in the ordinary
course  of  negotiating  settlements  of  creditor  claims  and  settlement  of
litigation  filed  against  GLCP,  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 GLCP to any
employee,  independent  contractor  or  other  person  who  renders  services in
connection with GLCP 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  GLCP;

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

3.7.9     any  sale,  transfer  or disposal by or for GLCP or purchase by or for
GLCP  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 GLCP to do any of the
foregoing.

3.8     GLCP  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 GLCP 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     GLCP  does  not  own  any  real  property.

3.10     Except  as described on Schedule 3.10, GLCP 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  GLCP.

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
GLCP  (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 GLCP and no other person or
entity  has  any  claim  thereto  or  rights  therein.

3.12     Except  as set forth in Schedule 3.12, GLCP 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, GLCP is not engaged in, or a
party to, or to the best of GLCP's knowledge, threatened with, any suit, action,
proceeding,  or  investigation  or  legal,  administrative, arbitration or other
method  of  settling  disputes, and no officer of GLCP knows, anticipates or has
notice  of  any  basis  for any such action. GLCP 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 GLCP's employment notices or policies or compliance
with  environmental  regulations.

3.14     GLCP 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     GLCP  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  GLCP  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
GLCP's  knowledge,  there  is  no  information necessary to enable a prospective
purchaser  of GLCP or its common stock to make an informed decision with respect
to  the  purchase  of  GLCP  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.

4.          REPRESENTATIONS  AND  WARRANTIES  OF  ITEC

ITEC  hereby  represents  and warrants to GLCP 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 Delaware, 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  GLCP  Shares  being  acquired  by  ITEC:

4.7.1     ITEC  is  acquiring  the  GLCP  Shares  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 GLCP Shares (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     This  subscription for Shares by ITEC is not the result of any form of
general  solicitation  or  general  advertising;

4.7.3     ITEC hereby acknowledges that: (i) the offering of the GLCP Shares was
made  only  through  direct, personal communication between ITEC and GLCP;  (ii)
ITEC  has  had  full  access  to material concerning GLCP's planned business and
operations,  which  material was furnished or made available to ITEC by officers
or  representatives  of  GLCP;  (iii) GLCP 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 GLCP 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 GLCP, including
without  limitation  the  risk of loss of the entire amount of their investment;
and  (B) illiquidity of the GLCP Shares due to the fact that (1) the GLCP 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 GLCP Shares 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 Shares 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 GLCP Shares,
as  set  forth  by  legend  on  the  face  or  reverse side of every certificate
evidencing  the  ownership  of  the  GLCP  Shares;

4.7.4     ITEC  is  an "accredited investor" as such term is defined in Rule 501
of  Regulation D promulgated by the Securities and Exchange Commission under the
Act,  or,  if  ITEC is non-accredited, then it has sufficient business expertise
and  sophistication  so  as  to  be  able to make a determination concerning the
relative  risks  and  merits  of  an  investment  in  the  securities, and has a
pre-existing  business  or  personal  relationship  with  at  least  one  of the
shareholders,  directors  or  executive  officers  of  GLCP;

4.7.5     ITEC  has  received  material  concerning  GLCP's planned business and
operations and carefully read it; the decision to make an investment in the GLCP
Shares  has  been  taken  solely in reliance upon the information contained such
materials,  and  such  other  written  information  supplied  by  an  authorized
representative  of  GLCP  as ITEC may have requested; ITEC acknowledges that all
documents,  records  and  books  pertaining  to  this  investment have been made
available  for  inspection  by  ITEC,  its  attorneys, accountants and purchaser
representatives  upon  request prior to tendering this Settlement Agreement, and
that  it  has  been  informed by GLCP that the books and records of GLCP will be
available  for inspection by ITEC or its agents and representatives at any time,
and  from time to time, during reasonable business hours, upon reasonable notice
and  upon the signing of a Confidentiality Agreement between ITEC and GLCP; ITEC
further  acknowledges  that  it (or its advisors, agents and/or representatives)
has  had  a  reasonable and adequate opportunity to ask questions of and receive
answers  from GLCP concerning the terms and conditions of this subscription, the
nature of the GLCP Shares and the business and operations of GLCP, and to obtain
from  GLCP  such  additional  information, to the extent possessed or obtainable
without  unreasonable  effort or expense, as is necessary to verify the accuracy
of  the  information  contained  in  the  materials  provided  by GLCP; all such
questions  have  been answered by GLCP to the full satisfaction of ITEC; ITEC is
not  relying  upon any oral information furnished by GLCP or any other person in
connection  with  his  investment  decision,  and  in  any  event,  no such oral
information  has been furnished to ITEC which is in any way inconsistent with or
contradictory  to any information contained in the materials provided to ITEC by
GLCP  in  writing  as  described  above;

4.7.6     ITEC  understands  and  acknowledges  that  the  GLCP  Shares  will be
unsecured  by  GLCP  or  any  other person, and non-recourse to any shareholder,
officer,  director,  employee,  agent  or  representative  of  GLCP;  and

4.7.7     ITEC  has been advised to consult with an attorney regarding all legal
matters concerning the purchase and ownership of the GLCP Shares, and with a tax
advisor  regarding  the  tax  consequences  of  purchasing  such  Shares.

5.          COVENANTS

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

5.1     GLCP  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,  GLCP shall:

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

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 GLCP 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 common stock of GLCP, 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  GLCP,  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.

6.          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 GLCP contained herein are accurate
and  shall be accurate in all respects as if made on and as of the Closing Date.
GLCP  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  GLCP.

6.3     GLCP  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  GLCP  or GLCP's financial condition,
properties  or  prospects,  which  would have a material adverse effect thereon.

6.4     All corporate, stockholder, 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, properties,
condition  (financial  or  otherwise)  or  prospects  of  GLCP.

7.          CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  GLCP

Each  and  all  of  the  obligations  of  GLCP  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  GLCP,  and  GLCP  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     GLCP  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  GLCP  set  forth  in  this  Agreement, or any other
misrepresentation,  breach  of  warranty  or  failure  to  fulfill a covenant or
agreement  by  GLCP  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  GLCP  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 therefrom 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,  Inc.
                    15175  Innovation  Drive
                    San  Diego,  CA  92128
                    Attention:  Brian  Bonar,  CEO

If  to  GLCP:
                    Greenland  Corporation
                    2111  Palomar  Airport  Road
                    Suite  200
                    Carlsbad,  California  92009
                    Attention:  Thomas  Beener,  CEO

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  or 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.

9.17     Termination.  Either  Party  may  immediately  terminate this Agreement
         -----------
upon  the  material  breach  by  the  non-terminating  Party  of  any agreement,
covenant,  representation  or warranty contained herein, or (by the non-affected
Party)  upon  the  bankruptcy  or  the  filing  of  any voluntary or involuntary
petition  for  bankruptcy  by  or  against the non-terminating Party, or for the
appointment  of  a  receiver  for  the purpose of liquidation or the making of a
request  for  a  moratorium or assignment for the benefit of creditors generally
against  the  non-terminating  Party.  In  the  event  that this Agreement shall
become  terminated  by  reason  of  any of the foregoing circumstances, then the
Parties  hereby agree and acknowledge that such termination shall not disturb or
unwind the releases of claims given by each Party to the other Party pursuant to
Section  8  of this Agreement, the full and complete consideration for which was
its  entry  into  in good faith, and willingness to perform the terms hereof but
for  the  termination  of  this  Agreement  by  the  Party  whose  actions  or
circumstances  created  the  right  to  terminate  this  Agreement.

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

IMAGING  TECHNOLOGIES  CORPORATION

by:     _______________________________
     Philip  J.  Englund
its     Sr.  Vice  President,  General  Counsel  and  Secretary

GREENLAND  CORPORATION

by:     ______________________________
     Thomas  Beener

Its:     Chief  Executive  Officer