EXHIBIT  10(Y)

                              ACQUISITION AGREEMENT

THIS  ACQUISITION  AGREEMENT  ("Agreement"), dated as of May 17, 2002, is by and
among  Imaging  Technologies Corporation, a corporation organized under the laws
of  the  State  of  Delaware, U.S.A. ("ITEC" or "Buyer"), on the one hand; Dream
Canvas,  Inc.  (the  "Seller"); and its parent corporation, Value Creation, Inc.
("VCI"),  both  corporations  organized  under  the  laws  of  Japan.

Buyer,  Seller,  and  Company  may be referred to collectively as the "Parties."

                                 R E C I T A L S

A.  Whereas,  all of the issued and outstanding capital stock ("Shares) of Dream
Canvas  Technology,  Inc.  ("DCT"  or  the  "Company")  are  held by Seller; and

B.  Whereas,  upon  the  terms and conditions set forth below, Seller desires to
sell  and Buyer desires to purchase all of the Shares, such that, following such
transaction,  the  Company  will  be  a  100%  owned  subsidiary  of  Buyer;

NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants,  agreements,
representations  and  warranties contained in this Agreement, the Parties hereto
agree  as  follows:

                                    ARTICLE 1
                         SALE AND PURCHASE OF THE SHARES

1.1  Sale  of  the Shares. Subject to the terms and conditions herein set forth,
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and  on  the  basis  of  the  representations,  warranties and agreements herein
contained,  Seller  shall  sell  and  transfer  to  Buyer  the  Shares.

1.2  Consideration.  Buyer  shall  issue  to  the Seller two million (2,000,000)
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shares  of  ITEC  common  stock.  The ITEC common stock will be duly and validly
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issued,  fully  paid,  and non-assessable and will not be registered for sale to
the  public  with  the  U.S.  Securities  and Exchange Commission (the "SEC"). A
certificate  representing the ITEC common stock shall be delivered to the Seller
within seven (7) business days after the issuance becomes due.  The Seller shall
deliver  to  the  Buyer  at  the  Closing,  as  defined  herein,  a  certificate
representing  the  Shares.  The  consideration  payable  under  this section 1.2
collectively  constitutes  the  "Purchase  Price".

1.2.2  Rule  144  Reporting.  With a view to making available to the Sellers the
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benefits of certain rules and regulations of the SEC that may permit the sale of
the common stock to the public without registration, ITEC agrees to use its best
efforts  to  (a)  make and keep public information available, as those terms are
understood  and  defined  in SEC Rule 144; and (b) file with the SEC in a timely
manner  all  reports  and  other documents required of ITEC under the Securities
Exchange  Act  of  1934,  as  amended.

                                    ARTICLE 2
                         REPRESENTATIONS AND WARRANTIES

For  purposes  of  this  Agreement, the term "Material Adverse Effect" means any
change or effect that is or is reasonably likely to be materially adverse to the
business, assets (including tangible assets), financial condition, or results of
operations  of  the  entity.  Except  as  disclosed  in  a  document  referring
specifically  to  the  representations  and  warranties  in  this Agreement that
identifies by section number the section and subsection to which such disclosure
relates  and is delivered by the Party making the representations and warranties
to  the  others  prior  to  the  execution  of  this  Agreement (the "Disclosure
Schedules"),  the  Parties represent and warrant as of the date hereof and as of
the  Closing,  as  follows:

2.1  Representations  and  Warranties of Buyer. Buyer represents and warrants to
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the  Seller  that:

2.1.1  Organization,  Standing,  Power.  Buyer is a corporation organized and in
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good  standing  in  the  State  of  Delaware,  U.S.A., with all requisite power,
franchises,  licenses,  permits,  and authority to own its properties and assets
and  to  carry  on its business as it has been and is being conducted.  Buyer is
duly qualified and in good standing to do business in each jurisdiction in which
a  failure  to  so  qualify  would  have  a  Material  Adverse  Effect on Buyer.

2.1.2  Authority.  The Buyer has all requisite power and authority to enter into
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this  Agreement  and  to  consummate  the transactions contemplated hereby.  The
execution  and  delivery  by the Buyer of this Agreement and the consummation of
the  transactions contemplated hereby have been duly authorized by all necessary
action  on  the  part  of  the Buyer.  This Agreement has been duly executed and
delivered  by  the  Buyer  to  the  Seller  and  constitutes a valid and binding
obligation  of  the  Buyer enforceable in accordance with its terms, except that
such  enforceability  may  be  subject  to:  (a)  bankruptcy,  insolvency,
reorganization,  or  other  similar  laws  relating to enforcement of creditors'
rights  generally;  and  (b)  general  equitable  principles.  Subject  to  the
satisfaction  of  the conditions set forth in Article 3 below, the execution and
delivery  of  this  Agreement  do  not, and the consummation of the transactions
contemplated  hereby  will  not, conflict with or result in any violation of, or
default  (with  or without notice or lapse of time, or both) under, or give rise
to  a  right of termination, cancellation, or acceleration of any obligation, or
to loss of a material benefit under, or the creation of a lien, pledge, security
interest,  charge,  or  other encumbrance on any assets of either the Company or
Seller  (any  such  conflict, violation, default, right, loss, or creation being
referred  to  herein as a "Violation") pursuant to any loan or credit agreement,
note,  bond,  mortgage,  indenture,  contract,  lease,  or  other  agreement, or
instrument,  permit,  concession,  franchise,  license, judgment, order, decree,
statute,  law,  ordinance,  rule, or regulation applicable to Buyer's respective
properties  or  assets,  other  than  in  the  case of  any such Violation which
individually or in the aggregate would not have a Material Adverse Effect on the
Buyer.

2.2  Representations  and  Warranties  of  the  Seller  and  VCI. Seller and VCI
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represent  and  warrant  to  the  Buyer  that:
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2.2.1  Organization,  Standing,  Power.  The  Company  is  a  corporation  duly
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organized,  validly  existing, and in good standing under the laws of Japan.  It
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has  all requisite corporate power, franchises, licenses, permits, and authority
to own its properties and assets and to carry on its business as it has been and
is  being  conducted.  The  Company is duly qualified and in good standing to do
business  in  each  jurisdiction  in  which a failure to so qualify would have a
Material  Adverse  Effect  on the Company.  The Company was formed in June 2002.
The  Seller  is the sole shareholder of the Company.  The Seller has transferred
to  the  Company  all  of  the  assets,  facilities,  bank  accounts and banking
relationships,  and  all  other  items  that  Seller  utilized in conducting the
business described in Exhibit A hereto; and, in so doing, has fully equipped the
Company  to  continue  in such business operations.  All employees necessary for
the  continued  conduct of such business operations have become employees of the
Company.  All  required  benefit plans have been implemented for such employees.

2.2.2  Authority.  The  Seller and VCI have all requisite power and authority to
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enter  into  this  Agreement  and  to  consummate  the transactions contemplated
hereby.  The  execution and delivery by the Seller and VCI of this Agreement and
the  consummation  of  the  transactions  contemplated  hereby  have  been  duly
authorized  by  all  necessary  action on the parts of the Seller and VCI.  This
Agreement  has  been  duly executed and delivered by the Seller and VCI to Buyer
and  constitutes  a  valid  and  binding  obligation  of  the  Seller  and  VCI,
enforceable in accordance with its terms, except that such enforceability may be
subject  to:  (a)  bankruptcy, insolvency, reorganization, or other similar laws
relating  to  enforcement  of  creditors'  rights  generally;  and  (b)  general
equitable  principles.

2.2.3  Capitalization  of  the  Company.
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(a)  All  of  the  capital  stock  of  the  Company that is currently issued and
outstanding  is  held  by  Seller.

(b)  There  are  no  options,  warrants,  rights,  calls,  commitments,  plans,
contracts,  or  other  agreements  of  any  character  granted  or issued by the
Company,  by  Seller,  or  by  VCI  which provide for the purchase, issuance, or
transfer  of  any additional shares of the capital stock of the Company, nor are
there any outstanding securities granted or issued by the Company, or by Seller,
or  by  VCI that are convertible into any shares of the equity securities of the
Company,  and  none  is  authorized. There are no outstanding bonds, debentures,
notes,  or  other  indebtedness  the holders of which have the right to vote (or
convertible  or  exercisable  into  securities  having  the  right to vote) with
holders  of  the  Company's  capital  stock  on  any  matter.

(c) None of the Company, or Seller or VCI is a party or subject to any agreement
or  understanding, and, to the best of their knowledge, there is no agreement or
understanding  between  any persons and/or entities, which affects or relates to
the  voting  or  giving of written consents with respect to any security or by a
shareholder  or  director  of  the  Company.

(d)  None  of  the  Company, or Seller or VCI has granted or agreed to grant any
stock  registration  rights  to  any  person  or  entity.

2.2.4  Subsidiaries.  There are no Subsidiaries of the Company.  "Subsidiary" or
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"Subsidiaries" means all corporations, trusts, partnerships, associations, joint
ventures,  or other Person of which the Company or any Subsidiary of the Company
owns not less than twenty percent (20%) of the voting securities or other equity
or  of which the Company or any Subsidiary of the Company possesses, directly or
indirectly,  the  power  to  direct or cause the direction of the management and
policies,  whether  through ownership of voting shares, management contracts, or
otherwise.

2.2.5  No  Defaults.  The Company has not received notice that it would be, with
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the  passage  of  time,  in  default  or  violation  of  any term, condition, or
provision  of: (i) their Articles of Incorporation or Bylaws; (ii) any judgment,
decree,  or  order  applicable  to  the  Company;  or  (iii)  any loan or credit
agreement, note, bond, mortgage, indenture, contract, agreement, lease, license,
or other instrument to which the Company is now a party or by which it or any of
its properties or assets may be bound, except for defaults and violations which,
individually  or  in  the aggregate, would not have a Material Adverse Effect on
the  Company.

2.2.6  Financial  Statements.  The  Company  has furnished Buyer with a true and
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complete copy of its internal financial statements (the "Financial Statements"),
which  comply as to form in all material respects with all applicable accounting
requirements with respect thereto and fairly present the financial positions and
known  liabilities of the Company as at the dates thereof and the results of its
operations  and  cash flows for the periods then ended. There has been no change
in  the  Company's  accounting  policies  or  the  methods  of making accounting
estimates or changes in estimates that are material to the Financial Statements,
except  as  described  in  the  notes  thereto.

2.2.7  Absence  of  Undisclosed  Liabilities.  The Company has no liabilities or
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obligations  (whether  absolute, accrued, or contingent) except: (i) liabilities
that are accrued or fully and completely reserved against in its Balance Sheets;
or  (ii)  additional  liabilities reserved against since its inception that have
arisen  in  the ordinary course of business, are accrued or reserved against its
books  and  records,  and  that  have  been  disclosed  to  Buyer.

2.2.8  Absence  of  Changes.  Since  inception,  the  Company  has conducted its
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business in the ordinary course and there has not been: (i) any Material Adverse
Effect  on  the  business,  financial  condition,  liabilities, or assets of the
Company or any development or combination of developments of which management of
the  Company  has  knowledge  which  is  reasonably  likely to result in such an
effect;  (ii)  any  damage,  destruction,  or  loss,  whether  or not covered by
insurance,  having  a  Material  Adverse  Effect  on  the  Company;  (iii)  any
declaration,  setting  aside  or  payment  of any dividend or other distribution
(whether  in  cash, stock, or property) with respect to the capital stock of the
Company;  (iv) any increase or change in the compensation or benefits payable or
to become payable by the Company to any of its employees, except in the ordinary
course  of  business  consistent  with  past  practice;  (v)  any  sale,  lease,
assignment,  disposition, or abandonment of a material amount of property of the
Company,  except  in  the  ordinary  course  of  business;  (vi) any increase or
modification  in  any bonus, pension, insurance, or other employee benefit plan,
payment,  or arrangement made to, for, or with any of their employees; (vii) the
granting  of  stock  options,  restricted  stock  awards,  stock  bonuses, stock
appreciation  rights, and similar equity based awards; (viii) any resignation or
termination  of  employment  of any officer of the Company; and the Company does
not  know  of the impending resignation or termination of employment of any such
officer; (ix) any merger or consolidation with another entity, or acquisition of
assets  from  another  entity except in the ordinary course of business; (x) any
loan  or  advance  by  the  Company  to any person or entity, or guaranty by the
Company  of  any  loan  or  advance;  (xi)  any  amendment or termination of any
contract,  agreement,  or license to which the Company is a party, except in the
ordinary course of business; (xii) any mortgage, pledge, or other encumbrance of
any  asset of the Company; (xiii) any waiver or release of any right or claim of
the  Company,  except in the ordinary course of business; (xiv) any write off as
uncollectible  any  note  or  account receivable or portion thereof; or (xv) any
agreement  by  the  Company  to  do  any of the things described in this Section
2.3.5.

2.2.9 Patents and Trademarks.  The Company has sufficient title and ownership of
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all  patents, trademarks, service marks, trade names, copyrights, trade secrets,
information,  proprietary  rights,  and  processes  (collectively, "Intellectual
Property")  necessary  for  its businesses as now conducted without any conflict
with  or  infringement of the rights of others.  The Intellectual Property owned
by  the  Company is listed in the Disclosure Schedules. There are no outstanding
options,  licenses,  or  agreements  of  any  kind  relating to the Intellectual
Property,  nor  is  the Company bound by or a party to any options, licenses, or
agreements  of  any  kind with respect to the Intellectual Property of any other
person or entity.  The Company has not received any communications alleging that
it has violated or, by conducting its business as proposed, would violate any of
the  Intellectual  Property  of  any other person or entity.  The Company is not
aware  that  any  of  the  Company's  employees  is obligated under any contract
(including  licenses,  covenants,  or  commitments  of  any  nature)  or  other
agreement,  or  subject  to  any  judgment,  decree,  or  order  of any court or
administrative  agency,  that  would  interfere  with the use of his or her best
efforts  to promote the interests of the Company or that would conflict with the
Company's  business  as  proposed  to  be  conducted.  Neither  the execution or
delivery of this Agreement, nor the carrying on of the Company's business by its
employees,  nor  the conduct of the Company's business as proposed, will, to the
best of the Seller's and Company' knowledge, conflict with or result in a breach
of  the  terms,  conditions or provisions of, or constitute a default under, any
contract,  covenant,  or  instrument  under  which  any of such employees is now
obligated.  The  Company does believe that it is or will be necessary to utilize
any inventions of any of the Company's employees (or people it currently intends
to  hire)  made  prior  to  their  employment  by  the  Company.

2.2.10  Compliance  with  Other Instruments.  The Company is not in violation or
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default  of  any  provision of its certificate of incorporation or bylaws, or of
any  instrument,  judgment,  order,  writ,  decree, or contract to which it is a
party  or  by  which  it  is bound, or of any provision of any statute, rule, or
regulation  which  may  be  applicable  to  Company.

Subject  to the satisfaction of the conditions set forth in Article 3 below, the
execution  and  delivery  of  this Agreement do not, and the consummation of the
transactions  contemplated  hereby  will  not,  conflict  with  or result in any
violation  of,  or  default  (with  or without notice or lapse of time, or both)
under,  or  give  rise  to  a  right  of  termination, cancellation, revocation,
non-renewal  or  acceleration  of  any obligation, material permit, license, and
authorization or to loss of a material benefit under, or the creation of a lien,
pledge,  security  interest,  charge,  or other encumbrance on any assets of the
Company,  the Seller or VCI (any such conflict, violation, default, right, loss,
or  creation  being  referred  to  herein as a "Violation") pursuant to: (i) any
provision  of  the organizational documents of the Company; or  (ii) any loan or
credit  agreement,  note,  bond,  mortgage, indenture, contract, lease, or other
agreement,  or  instrument,  permit,  concession,  franchise, license, judgment,
order,  decree,  statute, law, ordinance, rule, or regulation applicable to each
of  the  Company and Seller's respective properties or assets, other than in the
case  of  any  such  Violation  which individually or in the aggregate would not
have  a  Material  Adverse  Effect  on  either  the  Company  or  the  Seller.

2.2.11  Employee  Benefit Plans.  There are no employee benefit plans (including
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without  limitation  all  plans  which  authorize the granting of stock options,
restricted  stock, stock bonuses, or other equity based awards) covering active,
former,  or  returned  employees  of  the  Company.

2.2.12  Other Personal Property.  The books and records of the Company contain a
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complete  and  accurate  description,  and  specify the location, of all trucks,
automobiles,  machinery,  equipment,  furniture,  supplies,  and  other tangible
personal  property  owned  by,  in  the possession of, or used by the Company in
connection  with  its  business.  No  personal  property  used by the Company in
connection  with  its  business  is  held  under  any lease, security agreement,
conditional  sales  contract,  or other title retention or security arrangement.

2.2.13  Properties  and  Liens.  The  Company owns, free and clear of any liens,
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claims,  charges,  options,  or  other  encumbrances,  all  of  its tangible and
intangible  property,  real  and  personal,  whether  or  not  reflected  in the
Financial  Statements (except that sold or disposed of in the ordinary course of
business since the date of such statements) and all such property acquired since
the  date  of such statements.  All real property and tangible personal property
of the Company is in good operating condition and repair, ordinary wear and tear
excepted.

2.2.14  Inventory.  The  inventories  of  the  Company  shown  on  the Financial
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Statements  and  inventories  acquired  by  it  subsequent  to  the  date of the
Financial  Statements  consist  solely of items of a quality and quantity usable
and  salable  in  the  normal course of business, with the exception of obsolete
materials  and  materials below standard quality, all of which have been written
down  in  the  books  of the Company to net realizable market value or have been
provided for by adequate reserves.  Except for sales made in the ordinary course
of business, all inventory is the property of the Company.  No items are subject
to  security  interests,  except  as set forth in the Disclosure Schedules.  The
value  of  the  inventories  has  been determined on a first-in, first-out basis
consistent  with  prior  years.

2.2.15  Major  Contracts.  The  Company  is  not  a  party  or  subject  to:
        ----------------

(a)  Any union contract, or any employment contract or arrangement providing for
future compensation, written or oral, with any officer, consultant, director, or
employee  which  is  not  terminable  by  the Company on 30 days' notice or less
without  penalty  or  obligations  to make payments related to such termination;

(b)  Any  joint  venture  contract,  partnership agreement or arrangement or any
other  agreement  which  has  involved  or  is  expected to involve a sharing of
revenues  with  other  persons  or  a  joint  development of products with other
persons;

(c)  Any  manufacture, production, distribution, sales, franchise, marketing, or
license  agreement,  or arrangement by which products or services of the Company
are  developed,  sold,  or  distributed;

(d)  Any  material  agreement,  license,  franchise,  permit,  indenture,  or
authorization which has not been terminated or performed in its entirety and not
renewed  which  may  be,  by  its  terms,  accelerated, terminated, impaired, or
adversely  affected  by  reason  of  the  execution  of  this  Agreement, or the
consummation  of  the  transactions  contemplated  hereby  or  thereby;

(e) Any material agreement, contract, or commitment that requires the consent of
another  person  for  the  Company  to enter into or consummate the transactions
contemplated  by  this  Agreement;

(f)  Except  for  object code license agreements for the Company executed in the
ordinary  course of business, any indemnification by the Company with respect to
infringements  of  proprietary  rights;  or

(g)  Any  contract  containing  covenants  purporting  to  materially  limit the
Company's  freedom  to  compete  in any line of business in any geographic area.

2.2.16  Questionable  Payments.  Neither  the Company nor any director, officer,
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employee,  or  agent  of  the  Company,  has:  (i)  made any payment or provided
services  or  other  favors  in  any  country  in  order  to obtain preferential
treatment or consideration by any governmental entity with respect to any aspect
of  the  business  of the Company; or (ii) made any political contributions that
would not be lawful under the laws of any country or any jurisdiction within any
country.  Neither  the Company, nor any director, officer, employee, or agent of
the Company, has been or is the subject of any investigation by any governmental
entity  in  connection  with  any  such  payment,  provision  of  services,  or
contribution.

2.2.17 Leases in Effect.  All real property leases and subleases as to which the
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Company  is  a party and any amendments or modifications thereof (each a "Lease"
and,  collectively, the "Leases") are listed in the Disclosure Schedules and are
valid,  in  full  force  and  effect  and enforceable, and there are no existing
defaults  on  the  part  of  the  Company and the Company has received nor given
notice of default or claimed default with respect to any Lease, nor is there any
event  that  with  notice  or lapse of time, or both, would constitute a default
thereunder.  Except  as  set  forth  on  the Disclosure Schedules, no consent is
required  from  the Company under any Lease in connection with the completion of
the  transactions  contemplated  by  this  Agreement,  and  the  Company has not
received  notice  that  any  party to any Lease intends to cancel, terminate, or
refuse  to  renew  the same or to exercise any option or other right thereunder,
except  where  the  failure to receive such consent, or where such cancellation,
termination, or refusal would not have a Material Adverse Effect on the Company.

2.2.18  Taxes.
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(a)  All  taxes,  assessments, fees, penalties, interest, and other governmental
charges  with  respect  to  the  Company which have become due and payable since
inception,  or  with  respect  to  the  Seller  in  connection with the business
operations of the Company, have been paid in full or adequately reserved against
by the Company, and all taxes, assessments, fees, penalties, interest, and other
governmental charges which have become due and payable have been paid in full or
adequately  reserved  against  on  its  books  of  account  and  such  books are
sufficient  for the payment of all unpaid  taxes, fees, and assessments, and all
interest  and  penalties  thereon with respect to the periods then ended and for
all  periods  prior  thereto;

(b)  There  are  no  agreements, waivers, or other arrangements providing for an
extension  of  time  with  respect  to  the  assessment of any tax or deficiency
against  the  Company,  nor  are  there  any  actions,  suits,  proceedings,
investigations,  or claims now pending against the Company in respect of any tax
or  assessment,  or  any matters under discussion with any authority relating to
any  taxes  or  assessments,  or  any claims for additional taxes or assessments
asserted  by  any  such  authority;  and

(c) There are no liens for taxes upon the assets of the Company except for taxes
that  are  not  yet  payable.  The Company has withheld all taxes required to be
withheld  in  respect  of  wages, salaries, and other payments to all employees,
officers,  and directors and timely paid all such amounts withheld to the proper
taxing  authority.

2.2.19 Disputes and Litigation.  There is no suit, claim, action, litigation, or
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proceeding  pending or threatened against or affecting the Company or any of its
properties, assets, or business or to which the Company is a party, in any court
or  before  any  arbitrator of any kind or before or by any governmental entity,
which  would,  if adversely determined, individually or in the aggregate, have a
Material  Adverse  Effect  on  the  Company,  nor is there any judgment, decree,
injunction,  rule, or order of any governmental entity or arbitrator outstanding
against  the  Company, respectively, and having, or which, insofar as reasonably
can  be  foreseen,  in  the  future  could  have,  any such effect.  There is no
investigation  pending  or  threatened  against  any  of  the Company before any
governmental  department, commission, board, bureau, agency, instrumentality, or
other  governmental  entity.

2.2.20  Compliance  with Laws.  The Company's business is not being conducted in
        ----------------------
violation  of,  or  in a manner which could cause liability under any applicable
law, rule, or regulation, judgment, decree, or order of any governmental entity,
except for any violations or practices, which, individually or in the aggregate,
have  not  had  and  will not have a Material Adverse Effect on the Company. The
Company  has  all  franchises,  permits,  licenses,  and  any  similar authority
necessary for the conduct of its business as now being conducted by it, the lack
of  which  could  materially  and  adversely  affect  the  business, properties,
prospects,  or  financial  condition  of the Company and believes it can obtain,
without  undue  burden  or expense, any similar authority for the conduct of its
business as it is planned to be conducted.  The Company is not in default in any
material  respect  under  any  of  such  franchises, permits, licenses, or other
similar  authority.  A  true  and complete list of all such franchises, permits,
and  licenses  held  by  the  Company  is set forth in the Disclosure Schedules.

2.2.21  Insurance.  The  Company has or shall obtain fire and casualty insurance
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policies,  with  extended  coverage, sufficient in amount (subject to reasonable
deductibles)  to allow it to replace any of its properties that might be damaged
or  destroyed  within  45  days  of  the  execution  of  this  Agreement.

2.2.22  Minute Books.  The minute books of the Company provided to Buyer contain
        ------------
a  complete summary of all meetings of directors and shareholders since the time
of  incorporation  and  reflect  all  transactions  referred  to in such minutes
accurately  in  all  material  respects.

2.2.23  Governmental  Consents.  Any  consents,  approvals,  orders,  or
        ----------------------
authorizations  of or registrations, qualifications, designations, declarations,
       ------
or  filings  with  or  exemptions  by  (collectively  "Consents"),  any  court,
administrative  agency,  or  commission,  or  other  governmental  authority  or
instrumentality  which  may  be  required  by  or with respect to the Company in
connection with the execution and delivery of this Agreement or the consummation
by the Company of the transactions contemplated hereby, except for such Consents
which  if  not  obtained or made would not have a Material Adverse Effect on the
Company  for  the  transactions  contemplated  by  this  Agreement,  are  the
responsibility  of  the Company. The Company hereby represents and warrants that
such  Consents  have  been  obtained  by  them.

2.2.24 Certain Agreements.  Neither the execution and delivery of this Agreement
       ------------------
nor the consummation of the transactions contemplated hereby will: (i) result in
any  payment  (including,  without  limitation,  severance,  unemployment
compensation,  parachute  payment,  bonus,  or  otherwise),  becoming due to any
director,  employee,  or  independent  contractor of the Company, from any other
Person  under  any agreement or otherwise; (ii) materially increase any benefits
otherwise  payable  under  any agreement; or (iii) result in the acceleration of
the  time  of  payment  or  vesting  of  any  such  benefits.

2.2.25  Recent  Transactions.  Neither  the  Company  nor any director, officer,
        --------------------
employee,  or  agent  of  the  Company,  is  participating in any discussions or
intends  to  engage  in  any  discussion:  (i)  with  any  representative of any
corporation or corporations regarding the consolidation or merger of the Company
with  or  into  any such corporation or corporations; (ii) with any corporation,
partnership,  association,  or other business entity or any individual regarding
the  sale,  conveyance, or disposition of all or substantially all of the assets
of  the Company or a transaction or series of related transactions in which more
than  fifty  percent (50%) of the voting power of the Company is disposed of; or
(iii)  regarding  any  other  form  of acquisition, liquidation, dissolution, or
winding  up  of  the  Company.

2.2.26  Related  Party  Transactions.  No  employee, officer, or director of the
        ----------------------------
Company,  the  Seller  or  VCI,  nor  member  of  his or her immediate family is
indebted to the Company, nor is the Company indebted (or committed to make loans
or  extend  or  guarantee  credit) to any of them.  None of such persons has any
direct  or indirect ownership interest in any firm or corporation with which the
Company  is affiliated or with which the Company has a business relationship, or
any  firm  or corporation that competes with the Company, except that employees,
officers,  or  directors of the Company, the Seller and VCI and members of their
immediate  families  may own stock in publicly traded companies that may compete
with  the Company.  No member of the immediate family of any officer or director
of  the  Company, the Seller and VCI is directly or indirectly interested in any
material  contract  with  the  Company.

2.2.27  Disclosure.  To  the  extent it would have a Material Adverse Effect, no
        ----------
representation  or warranty made by the Seller or VCI in this Agreement, nor any
document,  written  information, statement, financial statement, certificate, or
exhibit  prepared  and furnished or to be prepared and furnished by the Company,
the  Seller  or VCI or its representatives pursuant hereto or in connection with
the  transactions  contemplated hereby, when taken together, contains any untrue
statement  of  a  material  fact, or omits to state a material fact necessary to
make the statements or facts contained herein or therein not misleading in light
of  the  circumstances  under  which  it  were  furnished.

2.3  Reliance.  The  foregoing  representations  and warranties are made by each
     --------
Party  with  the knowledge and expectation that the Parties are placing reliance
thereon.

                                    ARTICLE 3
                              CONDITIONS PRECEDENT

3.1  Conditions to Each Party's Obligations.  The respective obligations of each
     --------------------------------------
Party  hereunder shall be subject to the satisfaction prior to or at the Closing
of  the  following  conditions:

(a)  No  Restraints.  No statute, rule, regulation, order, decree, or injunction
     --------------
shall  have  been  enacted,  entered,  promulgated,  or enforced by any court or
governmental  entity  of  competent jurisdiction, which enjoins or prohibits the
consummation  of  this  Agreement  and  shall  be  in  effect.

(b)  Legal  Action.  There  shall  not  be  pending or threatened in writing any
     -------------
action, proceeding, or other application before any court or governmental entity
    -
challenging  or  seeking  to  restrain  or  prohibit  the  consummation  of  the
transactions  contemplated  by this Agreement, or seeking to obtain any material
damages  or  that  would  cause  any  of  the  transactions contemplated by this
Agreement  to  be  rescinded  following  consummation.

(c)  Governmental  Approvals.  All  Consents  of  governmental  entities legally
     -----------------------
required  by  the  Parties  for  the transactions contemplated by this Agreement
    -
shall have been filed, occurred, or been obtained, other than such Consents, the
failure  of  which  to  obtain  would  not have a Material Adverse Effect on the
consummation  of  the  transactions  contemplated  by  this  Agreement.

(d)  Consents  of  Other  Third  Parties.  The  Parties  shall have received and
     -----------------------------------
delivered  to  the appropriate other Parties or Party all requisite consents and
    --
approvals  of  all  lenders,  lessors,  and other third parties whose consent or
approval  is  required  in  order for the Parties to consummate the transactions
contemplated by this Agreement, or in order to permit the continuation after the
Closing of the business activities of the Company in the manner such business is
presently  carried  on  by  it.  Each  Party  shall  have received copies of any
necessary written consent(s) to this Agreement and the transactions contemplated
herein.

3.2  Conditions  to  Seller's  Obligations.  The  obligations of Seller shall be
     -------------------------------------
subject  to  the  satisfaction  prior  to  or  at  the  Closing of the following
conditions  unless  waived  by  Seller:

(a) Representations and Warranties of Buyer.  The representations and warranties
    ---------------------------------------
of Buyer set forth in this Agreement shall be true and correct as of the date of
this  Agreement  and  as of the Closing as though made on and as of the Closing,
except:  (i)  as  otherwise  contemplated by this Agreement; or (ii) in respects
that  do not have a Material Adverse Effect on the Parties or on the benefits of
the  transactions  provided for in this Agreement.  Seller shall have received a
certificate  signed  by  Buyer  to  such  effect  on  the  Closing.

(b)  Performance  of  Obligations  of  Buyer.  Buyer  shall  have  performed all
     ---------------------------------------
agreements  and  covenants  required  to be performed by it under this Agreement
    ---
prior  to  the  Closing, except for breaches that do not have a Material Adverse
Effect  on  the  Parties  or on the benefits of the transactions provided for in
this  Agreement.  Seller  shall  have  received a certificate signed by Buyer to
such  effect  on  the  Closing.

3.3  Conditions  to  Buyer's  Obligations.  The  obligations  of  Buyer shall be
     ------------------------------------
subject  to  the  satisfaction  prior  to  or  at  the  Closing of the following
    --
conditions  unless  waived  by  Buyer:
    --

(a)  Representations  and Warranties of Seller and VCI.  The representations and
     -------------------------------------------------
warranties  of  Seller  and  VCI  set  forth in this Agreement shall be true and
correct as of the date of this Agreement and as of the Closing as though made on
and  as of the Closing, except: (i) as otherwise contemplated by this Agreement;
or (ii) in respects that do not have a Material Adverse Effect on the Parties or
on the benefits of the transactions provided for in this Agreement.  Buyer shall
have  received certificates signed by Seller and on behalf of VCI to such effect
on  the  Closing.

(b)  Performance of Obligations of Seller, VCI and the Company.  Seller, VCI and
     ---------------------------------------------------------
the  Company  shall  have  performed all agreements and covenants required to be
performed by them under this Agreement prior to the Closing, except for breaches
that  do not have a Material Adverse Effect on the Parties or on the benefits of
the  transactions  provided  for  in  this Agreement.  Buyer shall have received
certificates  signed  by  Seller  on behalf of VCIto such effect on the Closing.

(c)  Banking  Relationships.  The  officers  and  directors of the Company shall
     -----------------------
execute a letter(s) or other a document(s) acceptable to the Buyer informing all
banks  or  other  financial institutions of the change in control of the Company
and that the Company will inform such financial institutions of the officers who
will  act  on  behalf  of  the  Company  with  respects  to  Company  accounts.

(e)  Material  Adverse Change.  Since the date hereof and through Closing, there
     ------------------------
shall not have occurred any change, occurrence, or circumstance in Seller or the
Company  having  or reasonably likely to have, individually or in the aggregate,
in the reasonable judgment of Buyer, a Material Adverse Effect on the Parties or
on  the  transactions  contemplated  by  this  Agreement.

                                    ARTICLE 4
                        CLOSING AND DELIVERY OF DOCUMENTS

4.1  Time  and  Place.  The  closing  of  the  transactions contemplated by this
     ----------------
Agreement  shall take place at the offices of Buyer, no later than May 22, 2002,
    --
or  at  such  other time and place as the Parties mutually agree upon in writing
(which  time  and  place  are  hereinafter  referred  to as the "Closing" or the
"Closing  Date").

4.2  Deliveries  by  Seller.  At  Closing,  Seller  shall  make  the  following
     ----------------------
deliveries  to  Buyer:
    -----

(a)  A stock certificate or certificates representing the Shares as set forth in
Section  1.1  above;

(b)  Certificates  executed  by Seller and VCI certifying that: (i) all Seller's
and VCI's representations and warranties under this Agreement are true as of the
Closing, as though each of those representations and warranties had been made on
that  date;  and (ii) Seller and VCI have performed all agreements and covenants
required  to  be  performed  by  them under this Agreement prior to the Closing,
except for breaches that do not have a Material Adverse Effect on the Parties or
on  the  benefits  of  the  transactions  provided  for  in  this  Agreement;

 (c)  Originals  of  letters  to  banks  and  financial institutions in the form
acceptable  to  the  Buyer;

(d)  Certified  resolutions  of  the  Board  of Directors of the Seller, in form
satisfactory  to counsel for Buyer, authorizing the execution and performance of
this  Agreement;  and

(e)  The  minute  book  and  corporate  records  of  the  Company.

4.3 Deliveries by Buyer. At Closing, Buyer shall deliver to Seller a certificate
    -------------------
executed  by  Buyer  certifying  that:

(a)  Buyer's  representations and warranties under this Agreement are true as of
the  Closing,  as  though  each of those representations and warranties had been
made  on  that  date;  and

(b) Buyer has performed all agreements and covenants required to be performed by
it  under  this  Agreement prior to the Closing, except for breaches that do not
have  a  Material  Adverse  Effect  on  the  Parties  or  on the benefits of the
transactions  provided  for  in  this  Agreement;

(c)  the  Purchase  price  to  Seller  in  accordance  with  Section  1.2.

                                    ARTICLE 5
                                 INDEMNIFICATION

5.1  Seller  and  VCI's  Indemnity  Obligations.
     ------------------------------------------

(a) Upon receipt of notice thereof (provided that such notice is received within
the  survival  period  set  forth in Section 7.4, if applicable), Seller and VCI
shall,  jointly  and  severally, indemnify, defend, and hold harmless Buyer from
any  and  all  claims,  demands,  liabilities,  damages,  deficiencies,  losses,
obligations,  costs  and  expenses,  including  attorney  fees  and any costs of
investigation  that  Buyer  shall  incur  or  suffer, that arise, result from or
relate  to:  (i)  any  breach of, or failure by Seller or VCI to perform, any of
their representations, warranties, covenants, or agreements in this Agreement or
in  any  schedule,  certificate, exhibit, or other instrument furnished or to be
furnished  by  Seller, VCI and/or the Company under this Agreement; and (ii) the
employment  of  any of the Company's employees which is in violation of any law,
regulation,  or ordinance of any governmental entity either under the conduct of
its  business.

(b) If liabilities or claims that arise, result from, or relate to the items set
forth  in  Section  5.1(a)(i)  or (ii) become known and claims are made upon VCI
and/or  the  Seller  for  occurrences prior to the Closing, Buyer shall have the
right  to  offset  the  liabilities and claims against the unpaid balance of the
Purchase  Price  owing  to  Sellers,  or  to  seek  recourse against VCI, at the
election  of the Buyer. Neither Seller nor VCI shall have a right of subrogation
or  contribution  against  the  other.

(c)  Buyer  shall  notify promptly Seller and VCI of the existence of any claim,
demand,  or  other  matter to which Seller and VCI's indemnification obligations
would  apply,  and  shall give each of them a reasonable opportunity (but in any
event  not  less  than 15 days after receipt of notice) to assume the defense of
the  same at their own expense and with counsel of their own selection, provided
that  Buyer shall at all times also have the right to retain separate co-counsel
at  its  sole  cost  and  expense and fully participate in the defense, provided
further  that  the Buyer shall not consent to the entry of any judgment or enter
into  any settlement with respect to such claim, demand, or other matter without
the  prior written consent of the Seller. If Seller and VCI, within a reasonable
time after this notice, fails to defend, Buyer shall have the right, but not the
obligation, to undertake the defense of, and, with the written consent of Seller
and  VCI,  to compromise or settle the claim, demand, or other matter on behalf,
for  the  account,  and  at  the  risk,  of  Seller  and  VCI.

5.2  Buyer's  Indemnity  Obligations.
     -------------------------------

(a) Upon receipt of notice thereof (provided that such notice is received within
the  survival  period  set  forth  in  Section  7.4, if applicable), Buyer shall
indemnify,  defend,  and  hold harmless Seller from any and all claims, demands,
liabilities,  damages,  deficiencies,  losses, obligations, costs, and expenses,
including  attorney  fees and any costs of investigation that Seller shall incur
or  suffer,  that  arise,  result from or relate to any breach of, or failure by
Buyer  to  perform  any  of  its  representations,  warranties,  covenants,  or
agreements  in this Agreement or in any schedule, certificate, exhibit, or other
instrument  furnished  or  to  be  furnished  by  Buyer  under  this  Agreement.

(b)  Upon  receipt  of  notice  thereof, Buyer shall indemnify, defend, and hold
harmless  Seller  from  any  and  all  claims,  demands,  liabilities,  damages,
deficiencies,  losses, obligations, costs, and expenses, including attorney fees
and  any  costs  of investigation that Seller shall incur or suffer, that arise,
result  from  or relate to the conduct of the business of the Company subsequent
to  the Closing. The indemnification in favor of Seller hereunder is in addition
to  and  not  in  lieu  of  any  statutory  or  other  contractual  rights  of
indemnification.

(c)  Seller shall notify promptly Buyer of the existence of any claim, demand or
other matter to which Buyer's indemnification obligations would apply, and shall
give  it a reasonable opportunity to defend the same at its own expense and with
counsel  of its own selection, provided that Seller shall at all times also have
the  right  to  fully  participate in the defense. If Buyer, within a reasonable
time  after  this  notice, fails to defend, Seller shall have the right, but not
the  obligation,  to  undertake the defense of, and, with the written consent of
Buyer,  to  compromise  or  settle  the claim or other matter on behalf, for the
account,  and  at  the  risk,  of  Buyer.

                                    ARTICLE 6
                          DEFAULT, AMENDMENT AND WAIVER

6.1  Default.  Upon  a  breach  or  default  under  this Agreement by any of the
     --------
Parties  (following  the  cure period provided herein), the non-defaulting party
    --
shall  have all rights and remedies given hereunder or now or hereafter existing
at  law or in equity or by statute or otherwise; provided, however, that Section
5.1  sets  forth  the  sole  and exclusive remedy of any Party against any other
Party  for a breach or default under this Agreement or for any claim, demand, or
matter which arises, results from, or relates to the Agreement.  Notwithstanding
the  foregoing,  in  the event of a breach or default by any Party hereto in the
observance  or  in  the  timely  performance of any of its obligations hereunder
which  is  not  waived  by the non-defaulting Party, such defaulting Party shall
have  the  right  to cure such default within 15 days after receipt of notice in
writing  of  such  breach  or  default.

6.2  Waiver  and  Amendment.  Any  term,  provision,  covenant,  representation,
     -----------------------
warranty,  or  condition  of this Agreement may be waived, but only by a written
    --
instrument signed by the party entitled to the benefits thereof.  The failure or
delay  of any party at any time or times to require performance of any provision
hereof  or  to exercise its rights with respect to any provision hereof shall in
no manner operate as a waiver of or affect such party's right at a later time to
enforce  the same.  No waiver by any party of any condition, or of the breach of
any  term,  provision,  covenant,  representation, or warranty contained in this
Agreement, in any one or more instances, shall be deemed to be or construed as a
further  or  continuing  waiver of any such condition or breach or waiver of any
other  condition  or  of  the  breach  of  any  other term, provision, covenant,
representation,  or  warranty.  No  modification  or amendment of this Agreement
shall  be  valid  and  binding unless it be in writing and signed by all Parties
hereto.

                                    ARTICLE 7
                                  MISCELLANEOUS

7.1  Expenses.  Whether  or  not  the  transactions  contemplated  hereby  are
     ---------
consummated,  each  of the Parties hereto shall bear all taxes of any nature and
    -----
all  fees  and  expenses  relating  to  or  arising from its compliance with the
various  provisions of this Agreement and such party's covenants to be performed
hereunder, and except as otherwise specifically provided for herein, each of the
Parties  hereto  agrees  to  pay  all  of  its  own expenses (including, without
limitation,  attorneys and accountants' fees, and printing expenses) incurred in
connection  with  this  Agreement,  the  transactions  contemplated  hereby, the
negotiations leading to the same and the preparations made for carrying the same
into  effect, and all such taxes, fees, and expenses of the Parties hereto shall
be  paid  prior  to  Closing.

7.2  Notices.  Any  notice,  request, instruction, or other document required by
     --------
the  terms  of  this  Agreement,  or  deemed  by any of the Parties hereto to be
desirable,  to  be given to any other party hereto shall be in writing and shall
be  given  by  facsimile,  personal  delivery,  overnight delivery, or mailed by
registered or certified mail, postage prepaid, with return receipt requested, to
the  following  addresses:

To  Buyer:

Imaging  Technologies  Corporation
15175  Innovation  Drive
San  Diego,  CA  92128
Attn:  Brian  Bonar,  CEO
Telephone:  858-613-1300
Fax:  858-613-1311

To  the  Seller:

Dream  Canvas,  Inc.
Palais  Ginza  Building  10F,  6-10-16  Ginza
Chuo-ku,  Tokyo,  10400061  JAPAN
Telephone:  03-5537-7585
Fax:  03-5537-7586

To  VCI:

Value  Creation,  Inc.


The  persons and addresses set forth above may be changed from time to time by a
notice  sent  as aforesaid.  If notice is given by facsimile, personal delivery,
or  overnight  delivery  in accordance with the provisions of this Section, said
notice  shall  be  conclusively  deemed  given at the time of such delivery.  If
notice  is given by mail in accordance with the provisions of this Section, such
notice  shall  be  conclusively deemed given seven days after deposit thereof in
the  United  States  mail.

7.3  Entire  Agreement.  This  Agreement, together the Schedules or the Exhibits
     -----------------
hereto,  sets forth the entire agreement and understanding of the Parties hereto
with  respect  to the transactions contemplated hereby, and supersedes all prior
agreements,  arrangements  and  understandings  related  to  the  subject matter
hereof.  No  understanding,  promise,  inducement,  statement  of  intention,
representation,  warranty,  covenant,  or condition, written or oral, express or
implied,  whether  by  statute  or  otherwise, has been made by any party hereto
which  is  not embodied in this Agreement, schedules, or exhibits hereto, or the
written  statements,  certificates, or other documents delivered pursuant hereto
or  in connection with the transactions contemplated hereby, and no party hereto
shall  be bound by or liable for any alleged understanding, promise, inducement,
statement,  representation,  warranty,  covenant, or condition not so set forth.

7.4  Survival  of  Representations.  All statements of fact (including financial
     -----------------------------
statements) contained in the schedules, exhibits, the certificates, or any other
instrument  delivered  by  or  on behalf of the Parties hereto, or in connection
with  the  transactions contemplated hereby, shall be deemed representations and
warranties  by the respective party hereunder.  All representations, warranties,
agreements,  and  covenants  hereunder  shall  survive  the  Closing  and remain
effective  regardless  of  any  investigation or audit at any time made by or on
behalf  of the Parties or of any information a party may have in respect hereto;
provided,  however, that the representations and warranties of the Parties shall
remain  effective  only  for  a  period  of  two  years  following  the Closing.
Consummation  of  the  transactions  contemplated  hereby shall not be deemed or
construed  to  be a waiver of any right or remedy possessed by any party hereto,
notwithstanding that such party knew or should have known at the time of Closing
that  such  right  or  remedy  existed,  except  in accordance with section 6.1.

7.5  Incorporated  by  Reference.  The  schedules,  exhibits,  and all documents
     ---------------------------
(including,  without  limitation,  all  financial  statements) delivered as part
    -
hereof  or  incident  hereto  are  incorporated  as  a part of this Agreement by
reference.

7.6  Remedies Cumulative.  Except as otherwise noted, no remedy herein conferred
     -------------------
upon  the  Parties  is intended to be exclusive of any other remedy and each and
every  such  remedy  shall be cumulative and shall be in addition to every other
remedy  given  hereunder  or now or hereafter existing at law or in equity or by
statute  or  otherwise.

7.7  Execution  of Additional Documents.  Each Party hereto shall make, execute,
     ----------------------------------
acknowledge, and deliver such other instruments and documents, and take all such
other  actions as may be reasonably required in order to effectuate the purposes
of  this  Agreement  and  to  consummate  the  transactions contemplated hereby.

7.8  Finders'  and Related Fees.  Each of the Parties hereto is responsible for,
     --------------------------
and  shall  indemnify  the other against, any claim by any third party to a fee,
commission,  bonus,  or  other  remuneration  arising  by reason of any services
alleged  to  have  been  rendered  to  or  at the instance of said party to this
Agreement  with  respect  to  this  Agreement  or  to  any  of  the transactions
contemplated  hereby.

7.9 Governing Law.  This Agreement has been negotiated and executed in the State
    -------------
of  California,  U.S.A.,  and shall be construed and enforced in accordance with
the  laws  of  such  state,  without regard to its conflicts of laws provisions.

7.10 Forum.  Each of the Parties hereto agrees that any action or suit which may
     -----
be brought by any party hereto against any other party hereto in connection with
this  Agreement or the transactions contemplated hereby may be brought only in a
federal  or  state  court  in  San  Diego,  California,  U.S.A.

7.11  Professional  Fees.  In  the  event  any Party hereto shall commence legal
      ------------------
proceedings  against the other to enforce the terms hereof, or to declare rights
hereunder,  as  the  result  of  a  breach  of any covenant or condition of this
Agreement,  the  prevailing  party  in  any such proceeding shall be entitled to
recover from the losing party its costs of suit, including reasonable attorneys'
fees,  accountants'  fees,  and  experts'  fees.

7.12  Binding  Effect and Assignment.  This Agreement shall inure to the benefit
      ------------------------------
of and be binding upon the Parties hereto and their respective heirs, executors,
administrators,  legal  representatives,  and  assigns.

7.13  Counterparts;  Facsimile  Signatures.   This  Agreement  may  be  executed
      ------------------------------------
simultaneously  in  one  or  more counterparts, each of which shall be deemed an
     -
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.  The  Parties agree that facsimile signatures of this Agreement when
transmitted  by  one  party to another party shall be deemed a valid and binding
execution  of  this  Agreement  by  the  sending  party.

7.14  Representation.    All  Parties  to  this  Agreement  have  been given the
      --------------
opportunity to consult with counsel of their choice regarding their rights under
     -
this  Agreement.

7.15 Language. The original and official version of this Agreement, all exhibits
     --------
and  attachments to it, and all documents relating to it shall be in the English
language  and all business between the Parties shall be conducted in the English
language.


IN  WITNESS  WHEREOF, the Parties hereto have executed this Agreement, as of the
date  first  written  hereinabove.

BUYER:

Imaging  Technologies  Corporation


______________________________________
By:  Brian  Bonar,  President  and  CEO


SELLER:

Dream  Canvas,  Inc.

_______________________________________
By:  Fumihiko  Ugajin,
Chief  of  Section,  Business  Development  Department,


Development  Planning  Division

VCI:

Value  Creation,  Inc.


________________________________________
By: