EXHIBIT 10(Z)

                               CLOSING  AGREEMENT
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This  Closing  Acquisition  Agreement (the "Agreement") is made and entered into
this 23rd day of July, 2002, by and between QUIK PIX, INC., a Nevada Corporation
("QPI"),  IMAGING TECHNOLOGIES CORPORATION, a Delaware corporation ("ITEC"), and
JOHN  CAPEZZUTO,  an adult individual ("Mr. Capezzuto") (each referred to herein
as  a  "Party" and together referred to as the "Parties"), and is based upon the
following  Recitals:

                                 R E C I T A L S

A.  On June 12, 2002 the Parties entered into a Share Acquisition Agreement (the
"Acquisition  Agreement").

B.  As  of  the  date  of  this  Agreement,  the transaction contemplated in the
Acquisition  Agreement  has  not  closed.

C.  The  Parties  have  decided  to  close  the  transaction contemplated in the
Acquisition  Agreement  on  the  terms  set  forth  herein.

NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises and the mutual
promises  and  covenants recited, and for other good and valuable consideration,
the  receipt  and  sufficiency  of  which  are hereby acknowledged, the Parties,
intending  to  be  legally  bound,  agree  as  follows:

                                A G R E E M E N T

1.  Consideration  for  Closing.    In addition to the consideration provided in
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the  Acquisition  Agreement,  ITEC  hereby  grants  to  QPI  a license to ITEC's
ColorBlind  software  on  the  terms  and  conditions  of  the License Agreement
attached  hereto  and  incorporated  herein  as  Exhibit  A.

2.  Distribution  Agreement.    The  distribution  agreement  referred  to  in
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Paragraph  4.  Of  the Acquisition Agreement is attached hereto and incorporated
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herein  as  Exhibit B. The Parties hereby waive any claim of breach based on the
failure  to  attach  the  distribution  agreement  to the Acquisition Agreement.

3.  QPI Debentures.   The affirmation of the releases referred to in Paragraph 5
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of the Acquisition Agreement, signed by the Debenture Holders (as defined in the
Acquisition  Agreement), evidencing the release of the Debentures (as defined in
the  Acquisition Agreement) will be provide to ITEC at the Closing.  The Parties
hereby  waive  any  claim  of  breach based on the failure to attach the written
affirmations  to  the  Acquisition  Agreement.

4.  Attorneys  Fees  and Costs.  The Parties agree that each will bear their own
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costs and attorneys' fees incurred in connection with the preparation, execution
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and  delivery  of  this  Agreement,  and  the  performance  of  their respective
obligations  contained  herein,  except  as  otherwise  expressly stated in this
Agreement.

5.  Waiver  of Certain Representations and Warranties.  The Parties hereby waive
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certain  representations  and warranties contained in the Acquisition Agreement,
as  follows:

5.1  That  QPI has filed all reports and other documents required to be filed by
the  SEC,  the  NASD  and  any  state  securities  administration,  as stated in
Paragraph  11.6  of  the  Acquisition  Agreement.

5.2  Waiver of Certain Conditions to Closing.   The Parties hereby waive certain
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conditions  to  the  Closing  as  follows:

6.1 That the transactions contemplated by the Acquisition Agreement be closed no
later  than  thirty  (30)  days  from  the  date  of  the  last signature on the
Acquisition  Agreement,  as stated in Paragraph 13.of the Acquisition Agreement.

6.2  That  all of the trade debt of QPI and unpaid payroll other than due to Mr.
Capezutto  will  be  reduced  to  an  amount  not to exceed Two hundred thousand
dollars  ($200,000.00)  and  all other debt, including notes payable, debentures
and  unpaid  payroll  due  to  Mr.  Capezutto,  with  the  exception  of the tax
liabilities  discussed below, will be eliminated through conversion to equity or
otherwise,  as  stated in Paragraph 13.4 of the Acquisition Agreement.  However,
the  Parties  agree  that  the  trade  debt of QPI will be so reduced as soon as
possible after the Closing with existing resources of QPI, including a number of
shares of QPI common stock which will not cause the total issued and outstanding
QPI  common  stock  to  be  no  more  that  Thirty  million (30,000,000) shares.

6.3 That the Federal and State of California income tax liabilities of QPI, as a
company  and for the benefit of its past and current employees, currently in the
amount  of  approximately  Six  hundred  thousand dollars ($600,000.00), will be
settled  on  terms  that will include a payment plan of all net income of QPI up
Twenty-five thousand dollars ($25,000.00) per month, as stated in Paragraph 13.5
of  the  Acquisition  Agreement.  However,  the  Parties agree to use their best
efforts  to  reach  such a settlement as soon as possible after the Closing; and
that  ITEC will continue to assist QPI in achieving such a settlement.  Further,
the  Parties  acknowledge  that  discussions  with  the Internal Revenue Service
regarding  the settlement of these liabilities began within fifteen (15) days of
the  date  of  the  last  signature  to  the  Acquisition  Agreement.

6.4 That QPI will have obtained the approval of the transactions contemplated by
this Agreement from its current shareholders, as stated in Paragraph 13.8 of the
Acquisition  Agreement.

7. Termination of the Acquisition Agreement.  Each Party hereby waives any right
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it may have to terminate the Acquisition Agreement for any reason as of the date
of  the  siging  of  this  Agreement.

8. Successors.  This Agreement is binding upon and shall inure to the benefit of
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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 Assignment.  This Agreement may not be assigned in whole or in part, by either
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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.

10. Entire Agreement.  This Agreement contains the sole and entire agreement and
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understanding  of the Parties with respect to the entire subject matter, and any
and  all prior discussions, negotiations, commitments and understandings related
hereto  are  merged  herein.  No  representations, oral or otherwise, express or
implied  other  than  those  contained  in  this Agreement have been made by any
Party.  No  other  agreements  not  specifically  referred  to  herein,  oral or
otherwise,  shall  be  deemed  to  exist  or  to bind any of the Parties to this
Agreement.

11.  Provisions  Severable.  The Parties expressly agree and contract that it is
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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.

12. Waiver, Modification and Amendment.  All waivers hereunder must be made in a
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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.

13.  Governing Law; Venue.  This Agreement shall be governed by and construed in
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accordance  with  the internal laws of the State of California applicable to the
performance  and enforcement of contracts made within such state, without giving
effect  to  the law of conflicts of laws applied thereby.  In the event that any
dispute  shall  occur  between  the parties arising out of or resulting from the
construction, interpretation, enforcement or any other aspect of this Agreement,
the  parties  hereby agree to accept the exclusive jurisdiction of the Courts of
the  State  of  California  sitting  in and for the County of San Diego.  In the
event  either  Party  shall  be  forced  to bring any legal action to protect or
defend  its  rights  under  the  Agreement,  then  the  prevailing Party in such
proceeding  shall  be entitled to reimbursement from the non-prevailing Party of
all  fees,  costs  and  other  expenses  (including,  without  limitation,  the
reasonable  expenses  of  its  attorneys)  in bringing or defending against such
action.

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

15.  Counterpart Signature Pages.  This Agreement may be executed by the Parties
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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.

16.  Authority.  The  undersigned  individuals  and/or  entities  execute  this
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Agreement  on behalf of their respective parties, and represent and warrant that
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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.

17.  Notices.  All  notices,  requests,  demands  and other communications to be
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given  hereunder shall be in writing and shall be deemed to have been duly given
on  the  date of personal service or transmission by fax if such transmission is
received  during  the  normal  business  hours of the addressee, or on the first
business day after sending the same by overnight courier service or by telegram,
or  on  the third business day after mailing the same by first class mail, or on
the  day  of  receipt  if sent by certified or registered mail, addressed as set
forth  below,  or  at  such other address as any Party may hereafter indicate by
notice  delivered  as  set  forth  in  this  Section  24:

If  to  QPI:

Quick  Pix,  Inc.
7050  Village  Drive,  Suite  F
Buena  Park,  CA  90621
Tel:  (714)  522-8255
Fax:  (714)  521-1745
Attn:  John  Capezzuto,  CEO


If  to  ITEC:

Imaging  Technologies  Corporation
15175  Innovation  Drive
San  Diego,  CA  92128
Tel:  858-613-1300
Fax:  858-207-6505
Attn:  Brian  Bonar,  CEO  and  President


If  to  Mr.  Capezzuto:

Mr.  John  Capezzuto
7050  Village  Drive,  Suite  F
Buena  Park,  CA  90621
Tel:  (714)  522-8255
Fax:  (714)  521-1745


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
Sr.  Vice  President,  General  Counsel

Dated:  July  23,  2002


QUIK  PIX,  INC.

By:  John  Capezutto,  CEO

Dated:  July  23,  2002


JOHN  CAPEZZUTO

John  Capezutto

Dated:  July  23,  2002