EXHIBIT 10(L)

                       AGREEMENT AND ASSIGNMENT OF RIGHTS

This  Agreement  and  Assignment  of  Rights  (the  "Agreement") is entered into
effective  as  of  the  1  st  day of March, 2003 (the "Effective Date"), by and
between  Staff  Pro  Leasing  2  ("SPL2"), a Michigan corporation  and Staff Pro
Leasing,  Inc.  ("SPL"),  an  Michigan  corporation,  (collectively,  "SPL:) and
GREENLAND  CORPORATION  and  its  wholly  owned  subsidiary  ExpertHR,  Inc.
("EHR")(collectively,  "Greenland"),  a  Nevada  corporation.

                                   WITNESSETH

     WHEREAS,  Greenland  is  a  provider  of Professional Employer Organization
Services  which  include,  but  are  not limited to, human resource consultants,
payroll  processing  services,  human  resources  management  services,  safety
services,  workers  compensation,  medical,  dental,  short  term  and long term
disability  coverages,  and  other  employment  related  benefits  products
(collectively,  "PEO  Services");

WHEREAS, SPL is a provider of  PEO Services to the persons or entities described
on  the  attached  Exhibit A (each, an "Existing Client") and SPL has previously
provided  PEO  Services  to  the  persons  or entities described on the attached
Exhibit B (each, a "Previous Client") (Existing Clients and Previous Clients are
each  sometimes  referred  to  herein  as  an  "SPL  Client");

WHEREAS,  benefits  available  to  Existing  Clients  (the "Benefits") and union
agreements  applicable  to Existing Clients ("Union Contracts") are described on
the  attached  Exhibit  C;

WHEREAS,  pursuant  to the terms of this Agreement, SPL desires to assign all of
its  rights  and  delegate  certain  of  its  obligations  arising  out  of  its
relationship  with  the  Existing  Clients  as  a  provider  of  PEO  Services;

WHEREAS,  pursuant  to the terms of this Agreement, Greenland desires to acquire
all rights and assume certain obligations of SPL arising under or related to the
provision  of  PEO  Services  to  the  Existing  Clients;  and

NOW  THEREFORE,  in  consideration  of the mutual promises made herein and other
good  and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged,  the  parties  hereby  covenant  and  agree  as  follows:

1.     ASSIGNMENT  OF  CONTRACT  RIGHTS.
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1.1     SPL  hereby  irrevocably assigns, conveys and transfers to Greenland all
of  its  right,  title,  and  interest  in and to all of the rights and benefits
arising  under or out of Personnel Staffing Agreements with the Existing Clients
as  described on the attached Exhibit "A" (each, an ("SPL Contract").  Greenland
agrees  to  notify  each  Existing Client of this assignment within  twenty-five
1(25)  days  following  the Effective Date.  Such notification will be made in a
form  and  manner  approved  by SPL, which shall not be unreasonably withheld or
delayed.

1.2     INSURANCE  AND  BENEFIT  CONTRACTS.  Greenland  shall  obtain  its  own
insurance policies and employee benefits programs which will provide coverage or
benefits to the Existing Clients or employees of the Existing Clients, including
but  not  limited to all workers' compensation policies, health, dental, vision,
life  and  disability insurance or indemnity policies, retirement plans or other
employee  benefit  plans  or  agreements.

2.     TRANSITION  PERIOD. SPL agrees to immediately commence the transition and
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enrollment of Exiting Clients following the Effective Date of this Agreement and
SPL  agrees  to  provide  reasonable  assistance  to Greenland and each Existing
Client  in the transition from SPL to Greenland as the provider of PEO Services.

3.     ASSUMPTION  OF  OBLIGATIONS  BY  GREENLAND. Greenland assumes all duties,
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liabilities,  and  obligations  of  SPL  to  each  Existing Client, co-employee,
governmental authority, and other third party accruing on or after the Effective
Date  and  arising under or with respect to the SPL Contracts, including, by way
of  example  but  without  limitation,  the  obligation  to  provide  worker's
compensation  insurance  and  all  Benefits , to pay all employment taxes and to
perform  all obligations under all applicable Union Contracts (collectively, the
"Assumed Liabilities").  Greenland shall defend, indemnify and hold SPL harmless
from  and  against  any  and  all  loss,  liability,  cost, claims, and expenses
(including  but  not  limited  to  attorneys fees) which directly or indirectly,
either  in  whole  or in part, arises out of or is related to any of the Assumed
Liabilities.  SPL  retains  exclusive responsibility for all duties, liabilities
and  obligations of SPL which accrued prior to the Effective Date (collectively,
the  "Retained  Liabilities").  SPL  shall  defend, indemnify and hold Greenland
harmless  from  and  against  any  and  all  loss,  liability, cost, claims, and
expenses  (including  but  not  limited  to  attorneys  fees)  which directly or
indirectly,  either  in  whole or in part, arises out of or is related to any of
the  Retained  Liabilities.

4.     PURCHASE  PRICE  AND PAYMENTS BYGREENLAND. The purchase price, subject to
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adjustment,  shall  be Two Hundred Sixty Nine Thousand Four Hundred Eighty Three
Dollars ($269,483.00)(the "Purchase Price") paid in accordance with the terms of
a  Promissory  Note,  attached  hereto,  the  terms  of  which  are  as follows:

     4.1     INITIAL  CASH  PAYMENTS.  Greenland  shall  pay  SPL  the  sum  of
Twenty-Two  Thousand  Four  Hundred  Fifty  Seven  Dollars  and  Fifty  Cents
($22,457.50)  not  later  than  March  18,  2003  (the  "First  Payment") and an
additional  Twenty-Two Thousand Four Hundred Fifty Seven Dollars and Fifty Cents
($22,457.50)  within  30days  of  the First Payment (the "Second Payment")(TOTAL
AMOUNT  $44,915.00).

     4.2     INITIAL  STOCK PAYMENT.  Greenland shall cause to be issued by it's
parent company Imaging Technologies Corporation ("ITEC"), one million restricted
shares  of  common  stock  of ITEC. Said shares shall be issued and delivered to
SPL  or  its  assignee  as  soon  as practicable from the Effective Date and the
Parties  agree  that  said  shares  will  have  a  "value"  for purposes of this
Agreement  of  Ten  Thousand Dollars  ($10,000)(THE "STOCK VALUE") and the Stock
Value  shall  be  credited  against  the  Purchase  Price.

     4.3     MONTHLY  PAYMENTS.  Greenland  shall  make  monthly payments in the
amount  of  Eight  Thousand  Nine  Hundred  Forty Dollars and Thirty Seven Cents
($8,940.37) per month commencing 30 days after the Second Payment and continuing
for  twenty-four  months  (TOTAL  AMOUNT  $214,  568).

     4.4    ADJUSTMENT  TO  PURCHASE  PRICE.  The  Purchase  Price  is  based on
representation  and  warranty  by  SPL  (See  Section 6.1) that Existing Clients
revenue  base  is  Eleven  Million  Sixty Five Thousand Eight Hundred Thirty Two
Dollars  ($11,065,832.00)(the "Revenue Base"). If prior to or during twenty-four
month  monthly  payout  period,  there  is  a reduction in the Revenue Base, the
Purchase Price shall be reduced proportionately to said reduction in the Revenue
Base  as  set  forth  on  the  attached  schedule  (the "Adjustment"). Provided,
however, for a period of 90 days commencing on the Effective Date, SPL will work
with  Greenland to obtain new client contracts of a 12 month or greater duration
for  each  of  the  Existing  Clients. If, during the 90 day period, an Existing
Client  signs  a  new  contract  for a minimum of 12 month duration on terms and
conditions  reasonably  acceptable  to  Greenland,  and  that  client's revenues
decrease  during the twenty-four month monthly payout period, than that client's
decreased  revenues  shall  not  be  part  of  any  calculation in determining a
reduction  of  Purchase  Price  as  per  the  Adjustment.

     4.5     DEFAULT/CURE  PERIOD.  In  the  event Greenland does not timely pay
the  Initial  Cash Payment, the Stock Payment or the Monthly Payments, SPL shall
notify  Greenland  in  writing and Greenland shall have thirty days to cure said
failure  to pay. In the event Greenland fails to cure within said 30 day period,
SPL may accelerate any and all outstanding payments, regardless of due dates and
proceed  with  legal  action  to  collect  the  total outstanding balance of the
Purchase  price.

     5.     TERM  OF THE AGREEMENT. The term of this Agreement shall commence as
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of  the  Effective  Date and shall expire upon payment of all amounts due to SPL
hereunder,  including  adjustments,  if  any.

6.     REPRESENTATIONS  AND  WARRANTIES.
       --------------------------------

6.1     REPRESENTATIONS  AND  WARRANTIES OF SPL   SPL represents and warrants to
Greenland  that it has the requisite power and authority to execute, deliver and
fully  perform  all  of  its  obligations  under  this  Agreement, and all other
documents  and  instruments  contemplated  by this Agreement, according to their
respective  terms.  SPL  and  the  person(s) signing this Agreement on behalf of
SPL  in  a representative capacity (such as an officer, general partner, manager
or  trustee of a party) each represent and warrant to Greenland that each person
signing  this  Agreement  on  behalf  of  SPL  in  a representative capacity has
obtained all organizational or other approvals necessary to vest him with actual
authority  to  execute and deliver this Agreement on behalf of SPL and that upon
execution  of  this Agreement by such person(s) on behalf of SPL in their stated
representative  capacity  and  delivery  of  this  Agreement  to Greenland, this
Agreement will be a valid and binding obligation of and upon SPL  which is fully
enforceable  according  to  its  terms.  SPL  further represents and warrants to
Greenland  that  the  execution, delivery and performance of this Agreement, and
any  other  documents  or  instruments  contemplated  by this Agreement (with or
without the giving of notice, the lapse of time, or both), by SPL:  (i) does not
require  the  consent  of  any governmental or regulatory authority or any third
party;  (ii)  will  not  conflict  with  any  provision of SPL's  organizational
documents;  and  (iii)  to  the best of SPL's knowledge, will not conflict with,
result  in  a  breach  of,  or  constitute  a  default under any law, ordinance,
regulation,  ruling,  judgment, order or injunction of any court or governmental
instrumentality  to  which  SPL  is  a  party  or  by  which  SPL  is  bound.

     IN  ADDITION  SPL WARRANTS AND REPRESENTS THAT SPL WILL MAKE ALL REASONABLE
EFFORTS  TO  ENSURE  THAT  THE  EXISTING CLIENTS ARE TRANSFERRED AND ENROLLED TO
GREENLAND  AND  THAT  SAID ENROLLMENT SHALL NOT TAKE MORE THAN THIRTY (30) DAYS.
FURTHER,  SPL  WARRANTS TO THE BEST OF SPL'S KNOWLEDGE THE EXISTING CLIENTS HAVE
NO  PRESENT  INTENTION  TO  MOVE  THEIR  ACCOUNTS.  FURTHER SPL, AGREES THAT THE
PURCHASE  PRICE  OF  $269,483.000 IS BASED ON REPRESENTATION AND WARRANTY OF SPL
THAT  THE  EXITING  CLIENTS  REVENUE  BASE  OF  $11,065,832.00.

     6.2     REPRESENTATIONS  AND WARRANTIES OF GREENLAND.  Greenland represents
and  warrants  to  SPL that it has the requisite power and authority to execute,
deliver  and  fully perform all of its obligations under this Agreement, and all
other  documents  and  instruments  contemplated by this Agreement, according to
their  respective  terms.  Greenland and the person(s) signing this Agreement on
behalf  of  Greenland  in a representative capacity (such as an officer, general
partner,  manager or trustee of a party) each represent and warrant to SPL  that
each  person  signing  this Agreement on behalf of Greenland in a representative
capacity  has  obtained  all organizational or other approvals necessary to vest
him  with  actual  authority  to execute and deliver this Agreement on behalf of
Greenland  and that upon execution of this Agreement by such person(s) on behalf
of  Greenland  in  their  stated  representative  capacity  and delivery of this
Agreement  to  SPL, this Agreement will be a valid and binding obligation of and
upon  Greenland  which  is  fully enforceable according to its terms.  Greenland
further  represents  and  warrants  to  SPL  that  the  execution,  delivery and
performance  of  this  Agreement,  and  any  other  documents  or  instruments
contemplated  by this Agreement (with or without the giving of notice, the lapse
of  time,  or  both),  by  Greenland:  (i)  does  not require the consent of any
governmental  or regulatory authority or any third party; (ii) will not conflict
with  any  provision  of  Greenland's organizational documents; and (iii) to the
best of Greenland's knowledge, will not conflict with, result in a breach of, or
constitute  a  default  under  any law, ordinance, regulation, ruling, judgment,
order  or  injunction  of  any  court  or  governmental instrumentality to which
Greenland  is  a  party  or  by  which  Greenland  is  bound.

7.     CONFIDENTIALITY. Except as authorized by the other party, neither SPL nor
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Greenland  shall  disclose  the  terms  of this Agreement either during or after
termination  of  this  Agreement.

8.     CONTRACT  MODIFICATION.  Except  as otherwise provided in this Agreement,
       ----------------------
this  Agreement  may  only  be  modified,  amended, rescinded or terminated by a
written  agreement  executed  by  all  parties  to  this  Agreement  and no oral
statement  shall  in  any  manner  modify  or  otherwise  affect  the  terms and
conditions  set  forth  herein.

9.     WAIVER.  Any  waiver  by  any  party of a breach of any provision of this
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Agreement  shall  not  operate  as  or  be construed to be a waiver of any other
breach of any other provision of this Agreement.  Any waiver must be in writing.
Failure  by  any  party  to  insist  upon  strict  adherence to any term of this
Agreement  on  one or more occasions shall not be considered a waiver or deprive
such  party of the right thereafter to insist upon strict adherence to that term
or  any  other  term  of  this  Agreement.

10.     CONTROLLING  LAW.The  parties  agree  that  this  Agreement  will  be
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interpreted  and  enforced under the laws of the State of California,  excluding
        --
any  choice  of  law rules which may direct the application of laws of any other
jurisdiction.

11.     ASSIGNMENT  AND  DELEGATION.  The  parties  agree that neither party may
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assign  any  of  the benefits derived from this Agreement or delegate any of its
obligations  under this Agreement without the prior written consent of the other
party  which  shall  not  be  unreasonably  withheld.

12.     AGREEMENT  BINDING  ON  SUCCESSORS  AND ASSIGNS. This Agreement shall be
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binding  upon  the  parties'  successors  and  permitted  assigns.

13.     SEVERABILITY.  Each  section,  subsection  and  lesser  section  of this
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Agreement constitutes a separate and distinct undertaking, covenant or provision
hereof.  In  the  event that any provision of this Agreement shall be determined
to  be  invalid  or  unenforceable,  such  provision  shall be deemed limited by
construction  in  scope and effect to the minimum extent necessary to render the
same  valid  and  enforceable, and, in the event such a limiting construction is
impossible, such invalid or unenforceable provision shall be deemed severed from
this Agreement, but every other provision of this Agreement shall remain in full
force  and  effect.

14.     CONSTRUCTION.  In  the  event  an  ambiguity  or  question  of intent or
        ------------
interpretation  arises,  this Agreement shall be construed as if drafted jointly
by  the  parties  and  no presumption or burden of proof shall arise favoring or
disfavoring either party by virtue of the authorship of any of the provisions of
this  Agreement.

15.     HEADINGS.  Any  paragraph heading, section heading, or caption herein is
        --------
inserted  only  for convenience and is in no way to be construed as part of this
Agreement.

16.     DISPUTE  RESOLUTION. Any dispute between the parties arising out of this
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Agreement the proper jurisdiction shall be the State of California and the venue
shall  be  San  Diego  County.  The  prevailing  party in any dispute under this
Agreement  will  be  awarded  attorney fees and any court  costs incurred by it.

17.     COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
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counterparts,  each  of  which  shall  be  deemed  an original for all purposes.
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18.     SURVIVAL OF TERMS. The terms and provisions of Section 3 and Sections 10
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through  23  (inclusive)  shall  survive  any  termination or expiration of this
Agreement.

19.     NEW  CLIENT  REFERRAL  BY  SPL.  During  the term of this Agreement, SPL
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shall  be  paid  an  amount  equal  to 40% of the gross profit on any new client
referred  to  Greenland  and  enrolled  by  Greenland.  Gross  Profit  shall  be
calculated  in  accordance with standard accounting of ExpertHR and a 1% payroll
processing  fee  will  be  included  with  normal cost in said calculation. Said
commission  shall  continue  as  long  as  said  client  remains with Greenland.

20.     NEW  CLIENT  REFERRAL  BY  GREENLAND.  Greenland shall be paid an amount
        ------------------------------------
equal  to  25%  of  the  Gross Profit on any new temp client referred to SPL and
enrolled  by SPL.  Temp Gross Profits are calculated in a manner that results in
an  amount 3 times higher than in calculating gross profit on PEO business. Said
commission  shall  continue  as  long  as  said  client  remains  with  SPL.

21.     TEMPORARY  PROCESSING  BY  SPL.  During a transition period estimated at
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1-2  weeks, SPL shall provide processing services and be paid an amount equal to
$5.00  per  check  for said services. Greenland may terminate said services upon
one  day  notice.  SPL has agreed that Greenland may hire certain employee(s) to
serve  as  payroll  processor  for  Greenland.

22.     ENTIRE  AGREEMENT.  This  Agreement constitutes the entire understanding
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between SPL, Brann, ExpertHr  and Greenland  with respect to its subject matter,
and  supersedes all prior written and oral proposals, understandings, agreements
and  representations.

23.     NOTICE.  Any  notices  shall  be  sent  to  the  following  addresses:
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SPL:
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Greenland:

Greenland  Corporation
Thomas  Beener,  CEO:
17075  Via  Del  Campo
San  Diego,  CA  92127

IN  WITNESS  WHEREOF,  the  Parties  have  executed this Agreement on 1st day of
March2003,  the  Effective  Date

"SPL":          STAFF  PRO  LEASING  INC.

By:____________________________________
William  Brann,  III,  President


"Greenland":     GREENLAND  CORPORATION

By:____________________________________
Thomas  Beener,  CEO

EXPERTHR,  INC.

By:____________________________________
Thomas  Beener,  President


"SPL2"     STAFF  PRO  LEASING  2

By:________________________________
        William  Brann,  III  President

                                    EXHIBIT A

                      SPL Client List - As of March 1, 2003

                                 [CONFIDENTIAL]

                                    EXHIBIT B

                     SPL Client Listing - Cancelled Clients

                                 [CONFIDENTIAL]

                                    EXHIBIT C

             Summary of Benefit Plans Offered - As of March 1, 2002

                                 [CONFIDENTIAL]