EXHIBIT 10(C)

                          REGISTRATION RIGHTS AGREEMENT
REGISTRATION  RIGHTS AGREEMENT (this "AGREEMENT"), dated as of January 22, 2002,
by  and among IMAGING TECHNOLOGIES CORPORATION, a Delaware corporation, with its
headquarters located at 15175 Innovation Drive, San Diego, California 92128 (the
"COMPANY"),  and  each  of  the  undersigned  (together  with  their  respective
affiliates  and  any permitted assignee or transferee of all of their respective
rights  hereunder,  the  "INITIAL  INVESTORS").
WHEREAS:
In  connection  with  the Securities Purchase Agreement by and among the parties
hereto  of even date herewith (the "Securities Purchase Agreement"), the Company
has  agreed,  upon the terms and subject to the conditions contained therein, to
issue  and  sell  to  the  Initial  Investors  (i) convertible debentures in the
aggregate  principal  amount  of  up  to  One  Million Dollars ($1,000,000) (the
"Debentures")  that  are  convertible  into shares of the Company's common stock
(the  "Common  Stock"),  upon  the  terms  and  subject  to  the limitations and
conditions  set  forth  in such Debentures and (ii) warrants (the "Warrants") to
acquire  an  aggregate  of 60,240,964 shares of Common Stock, upon the terms and
conditions  and  subject  to  the  limitations  and  conditions set forth in the
Warrants  dated  January  22,  2002;  and
To  induce  the Initial Investors to execute and deliver the Securities Purchase
Agreement,  the  Company has agreed to provide certain registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and
applicable  state  securities  laws;
NOW,  THEREFORE,  in  consideration  of  the  premises  and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  the  Company and each of the
Initial  Investors  hereby  agree  as  follows:
DEFINITIONS.
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As  used  in  this  Agreement,  the  following  terms  shall  have the following
meanings:
"Investors" means the Initial Investors and any permitted transferee or assignee
who  agrees  to  become  bound by the provisions of this Agreement in accordance
with  Section  9  hereof.
"register," "registered," and "registration" refer to a registration effected by
preparing  and  filing a Registration Statement or Statements in compliance with
the  1933  Act and pursuant to Rule 415 under the 1933 Act or any successor rule
providing  for  offering  securities on a continuous basis ("Rule 415"), and the
declaration  or  ordering of effectiveness of such Registration Statement by the
United  States  Securities  and  Exchange  Commission  (the  "SEC").
"Registrable  Securities"  means  the  Conversion Shares issued or issuable upon
conversion or otherwise pursuant to the Debentures and Additional Debentures (as
defined  in  the  Securities  Purchase Agreement) including, without limitation,
Damages Shares (as defined in the Debentures) issued or issuable pursuant to the
Debentures, shares of Common Stock issued or issuable in payment of the Standard
Liquidated  Damages  Amount  (as  defined in the Securities Purchase Agreement),
shares  issued  or  issuable  in  respect  of  interest  or in redemption of the
Debentures  in  accordance  with  the terms thereof) and Warrant Shares issuable
upon  exercise  or  otherwise  pursuant  to  the Warrants (including any Default
Amounts (as defined in the Warrants)), and any shares of capital stock issued or
issuable as a dividend on or in exchange for or otherwise with respect to any of
the  foregoing.
"Registration Statement" means a registration statement of the Company under the
1933  Act.
Capitalized  terms  used  herein and not otherwise defined herein shall have the
respective  meanings  set  forth  in  the  Securities  Purchase  Agreement  or
Convertible  Debenture.
REGISTRATION.
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Mandatory  Registration.  The  Company  shall  prepare,  and, on or prior to the
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earlier  of (i) forty-five (45) days from the date of Closing (as defined in the
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Securities  Purchase  Agreement)  and  (ii)  five  (5)  business  days  from the
resolution  of  all  SEC  comments  with  respect  to  the  Company's  pending
registration  statement  on  Form  S-1  (the "Filing Date"), file with the SEC a
Registration  Statement  on  Form S-1 (or, if Form S-1 is not then available, on
such  form  of  Registration  Statement  as  is  then  available  to  effect  a
registration  of  the  Registrable  Securities,  subject  to  the consent of the
Initial Investors, which consent will not be unreasonably withheld) covering the
resale  of  the  Registrable  Securities  underlying the Debentures and Warrants
issued  or  issuable  pursuant  to  the  Securities  Purchase  Agreement,  which
Registration Statement, to the extent allowable under the 1933 Act and the rules
and  regulations  promulgated  thereunder (including Rule 416), shall state that
such  Registration Statement also covers such indeterminate number of additional
shares  of  Common  Stock as may become issuable upon conversion of or otherwise
pursuant  to  the  Debentures  and  exercise of the Warrants to prevent dilution
resulting  from  stock  splits,  stock  dividends  or similar transactions.  The
number  of  shares  of  Common  Stock  initially  included  in such Registration
Statement  shall be no less than an amount equal to two (2) times the sum of the
number  of  Conversion  Shares  that  are  then  issuable upon conversion of the
Debentures  and Additional Debentures (based on the Variable Conversion Price as
would  then  be  in  effect  and  assuming  the Variable Conversion Price is the
Conversion  Price  at  such  time), including, but not limited to, the number of
Warrant  Shares  that  are  then issuable upon exercise of the Warrants, without
regard  to any limitation on the Investor's ability to convert the Debentures or
exercise  the  Warrants.  The  Company  acknowledges  that  the number of shares
initially  included  in  the  Registration  Statement  represents  a  good faith
estimate  of  the  maximum  number  of  shares  issuable  upon conversion of the
Debentures  and  upon  exercise  of  the  Warrants.
Underwritten  Offering.  If  any  offering  pursuant to a Registration Statement
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pursuant to Section 2(a) hereof involves an underwritten offering, the Investors
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who  hold  a  majority in interest of the Registrable Securities subject to such
underwritten offering, with the consent of a majority-in-interest of the Initial
Investors,  shall  have  the right to select one legal counsel and an investment
banker  or  bankers  and  manager  or managers to administer the offering, which
investment  banker  or  bankers  or  manager  or  managers  shall  be reasonably
satisfactory  to  the  Company.
Payments  by  the  Company.  The  Company  shall  use its best efforts to obtain
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effectiveness  of the Registration Statement as soon as practicable.  If (i) the
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Registration  Statement(s)  covering  the  Registrable Securities required to be
filed  by the Company pursuant to Section 2(a) hereof is not filed by the Filing
Date  or  declared  effective  by  the SEC on or prior to one hundred and twenty
(120)  days  from  the date of Closing, or (ii) after the Registration Statement
has  been  declared  effective  by  the  SEC,  sales  of  all of the Registrable
Securities  cannot  be made pursuant to the Registration Statement, or (iii) the
Common  Stock  does  not  continue to be listed or included for quotation on the
Nasdaq  National  Market  ("Nasdaq"),  the  Nasdaq  SmallCap  Market  ("Nasdaq
SmallCap"),  the  New  York  Stock  Exchange  (the "NYSE") or the American Stock
Exchange  (the  "AMEX") after being so listed or included for quotation, or (iv)
the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the
"OTC  BB")  prior  to  being  listed  or  included  for  quotation on one of the
aforementioned  markets, then the Company will make payments to the Investors in
such  amounts  and at such times as shall be determined pursuant to this Section
2(c)  as  partial  relief for the damages to the Investors by reason of any such
delay in or reduction of their ability to sell the Registrable Securities (which
remedy  shall  not  be  exclusive  of  any other remedies available at law or in
equity).  The  Company shall pay to each holder of the Debentures or Registrable
Securities  an  amount  equal  to  the  then outstanding principal amount of the
Debentures (and, in the case of holders of Registrable Securities, the principal
amount  of  Debentures  from  which  such Registrable Securities were converted)
("Outstanding  Principal  Amount"),  multiplied by the Applicable Percentage (as
defined  below) times the sum of: (i) the number of months (prorated for partial
months)  after  the Filing Date or the end of the aforementioned one hundred and
twenty  (120)  day  period  and  prior to the date the Registration Statement is
declared  effective  by the SEC, provided, however, that there shall be excluded
from such period any delays which are solely attributable to changes required by
the Investors in the Registration Statement with respect to information relating
to  the  Investors,  including,  without  limitation,  changes  to  the  plan of
distribution,  or to the failure of the Investors to conduct their review of the
Registration  Statement  pursuant  to  Section 3(h) below in a reasonably prompt
manner;  (ii)  the  number of months (prorated for partial months) that sales of
all  of  the  Registrable Securities cannot be made pursuant to the Registration
Statement  after  the  Registration  Statement  has  been  declared  effective
(including,  without  limitation,  when  sales  cannot  be made by reason of the
Company's  failure  to  properly  supplement  or  amend  the prospectus included
therein  in  accordance with the terms of this Agreement, but excluding any days
during  an  Allowed  Delay (as defined in Section 3(f)); and (iii) the number of
months  (prorated  for  partial  months)  that the Common Stock is not listed or
included  for  quotation on the OTC BB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or
that  trading  thereon  is  halted  after  the  Registration  Statement has been
declared effective.  The term "Applicable Percentage" means two hundredths (.02)
with  respect  to the first thirty (30) days of any calculation under clause (i)
of  the  sentence  in which the term is used, and three hundredths (.03) for any
other  purpose.  (For  example,  if the Registration Statement becomes effective
one  (1)  month  after  the end of such thirty-day period, the Company would pay
$5,000  for each $250,000 of Outstanding Principal Amount.  If thereafter, sales
could  not  be  made  pursuant  to  the Registration Statement for an additional
period  of  one  (1)  month, the Company would pay an additional $7,500 for each
$250,000  of  Outstanding Principal Amount.)  Such amounts shall be paid in cash
or,  at  each  Investor's  option,  in  shares  of  Common  Stock  priced at the
Conversion  Price  (as  defined  in  the  Debentures)  on  such  payment  date.
Piggy-Back Registrations.  Subject to the last sentence of this Section 2(d), if
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at  any  time prior to the expiration of the Registration Period (as hereinafter
defined)  the  Company  shall  determine  to  file  with  the SEC a Registration
Statement  relating  to an offering for its own account or the account of others
under  the  1933  Act of any of its equity securities (other than on Form S-4 or
Form  S-8  or  their then equivalents relating to equity securities to be issued
solely  in  connection  with any acquisition of any entity or business or equity
securities  issuable  in  connection with stock option or other employee benefit
plans),  the Company shall send to each Investor who is entitled to registration
rights  under  this  Section  2(d)  written notice of such determination and, if
within  fifteen (15) days after the effective date of such notice, such Investor
shall  so  request  in  writing,  the Company shall include in such Registration
Statement  all  or any part of the Registrable Securities such Investor requests
to  be  registered,  except  that if, in connection with any underwritten public
offering  for  the  account  of  the Company the managing underwriter(s) thereof
shall  impose  a limitation on the number of shares of Common Stock which may be
included  in  the  Registration  Statement  because,  in  such  underwriter(s)'
judgment,  marketing  or  other  factors dictate such limitation is necessary to
facilitate  public  distribution, then the Company shall be obligated to include
in  such  Registration  Statement  only  such limited portion of the Registrable
Securities with respect to which such Investor has requested inclusion hereunder
as  the  underwriter shall permit. Any exclusion of Registrable Securities shall
be  made  pro rata among the Investors seeking to include Registrable Securities
in  proportion  to the number of Registrable Securities sought to be included by
such  Investors;  provided,  however,  that  the  Company  shall not exclude any
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Registrable  Securities  unless  the  Company has first excluded all outstanding
securities,  the  holders  of  which  are  not  entitled  to  inclusion  of such
securities  in  such  Registration  Statement  or  are  not entitled to pro rata
inclusion with the Registrable Securities; and provided, further, however, that,
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after  giving  effect  to  the  immediately  preceding proviso, any exclusion of
Registrable  Securities  shall be made pro rata with holders of other securities
having  the right to include such securities in the Registration Statement other
than  holders  of  securities  entitled to inclusion of their securities in such
Registration  Statement  by  reason  of demand registration rights.  No right to
registration  of  Registrable  Securities  under  this  Section  2(d)  shall  be
construed  to  limit any registration required under Section 2(a) hereof.  If an
offering  in connection with which an Investor is entitled to registration under
this  Section  2(d)  is  an  underwritten  offering,  then  each  Investor whose
Registrable Securities are included in such Registration Statement shall, unless
otherwise  agreed  by the Company, offer and sell such Registrable Securities in
an underwritten offering using the same underwriter or underwriters and, subject
to  the  provisions of this Agreement, on the same terms and conditions as other
shares  of Common Stock included in such underwritten offering.  Notwithstanding
anything  to  the  contrary  set  forth  herein,  the registration rights of the
Investors pursuant to this Section 2(d) shall only be available in the event the
Company  fails to timely file, obtain effectiveness or maintain effectiveness of
any  Registration  Statement  to be filed pursuant to Section 2(a) in accordance
with  the  terms  of  this  Agreement.
Eligibility  for  Form  S-1: Conversion to Form S-3.  The Company represents and
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warrants  that  it  meets  the  requirements  for  the  use  of  Form  S-1,  for
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registration of the sale by the Initial Investors and any other Investors of the
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Registrable  Securities.  The  Company agrees to file all reports required to be
filed by the Company with the SEC in a timely manner so as to remain eligible or
become eligible, as the case may be, and thereafter to maintain its eligibility,
for  the  use of Form S-3.  If the Company is not currently eligible to use Form
S-3,  not  later  than  five (5) business days after the Company first meets the
registration  eligibility  and  transaction requirements for the use of Form S-3
(or  any  successor  form) for registration of the offer and sale by the Initial
Investors  and  any other Investors of Registrable Securities, the Company shall
file  a Registration Statement on Form S-3 (or such successor form) with respect
to  the Registrable Securities covered by the Registration Statement on Form S-1
filed  pursuant  to  Section 2(a) (and include in such Registration Statement on
Form S-3 the information required by Rule 429 under the 1933 Act) or convert the
Registration  Statement  on Form SB-2 or Form S-1 filed pursuant to Section 2(a)
to  a  Form  S-3  pursuant  to  Rule  429  under  the  1933  Act  and cause such
Registration  Statement  (or  such  amendment) to be declared effective no later
than forty-five (45) days after filing.  In the event of a breach by the Company
of  the  provisions  of  this Section 2(e), the Company will be required to make
payments  pursuant  to  Section  2(c)  hereof.
OBLIGATIONS  OF  THE  COMPANY.
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In  connection  with the registration of the Registrable Securities, the Company
shall  have  the  following  obligations:
The  Company  shall  prepare  promptly, and file with the SEC not later than the
Filing  Date, a Registration Statement with respect to the number of Registrable
Securities  provided  in  Section  2(a),  and thereafter use its best efforts to
cause  such  Registration Statement relating to Registrable Securities to become
effective  as  soon as possible after such filing but in no event later than one
hundred  and  twenty  (120)  days  from  the  date  of  Closing),  and  keep the
Registration  Statement  effective  pursuant to Rule 415 at all times until such
date  as  is  the  earlier  of  (i)  the  date  on  which all of the Registrable
Securities  have been sold and (ii) the date on which the Registrable Securities
(in  the opinion of counsel to the Initial Investors) may be immediately sold to
the  public without registration or restriction (including without limitation as
to  volume  by  each  holder  thereof)  under  the  1933  Act (the "Registration
Period"),  which Registration Statement (including any amendments or supplements
thereto  and  prospectuses  contained  therein)  shall  not  contain  any untrue
statement  of  a  material  fact or omit to state a material fact required to be
stated  therein,  or  necessary  to  make the statements therein not misleading.
The  Company  shall  prepare  and  file  with the SEC such amendments (including
post-effective  amendments)  and  supplements to the Registration Statements and
the  prospectus  used  in  connection with the Registration Statements as may be
necessary  to keep the Registration Statements effective at all times during the
Registration  Period, and, during such period, comply with the provisions of the
1933  Act  with  respect to the disposition of all Registrable Securities of the
Company  covered  by  the Registration Statements until such time as all of such
Registrable  Securities  have  been  disposed of in accordance with the intended
methods  of  disposition  by  the  seller or sellers thereof as set forth in the
Registration  Statements.  In  the  event the number of shares available under a
Registration Statement filed pursuant to this Agreement is insufficient to cover
all  of  the  Registrable  Securities  issued or issuable upon conversion of the
Debentures  and  exercise  of  the  Warrants,  the  Company  shall  amend  the
Registration Statement if the Registration Statement is not effective, or file a
new  Registration  Statement  (on  the  short  form  available  therefore,  if
applicable),  or both, so as to cover all of the Registrable Securities, in each
case,  as  soon  as practicable, but in any event within fifteen (15) days after
the necessity therefor arises (based on the market price of the Common Stock and
other  relevant  factors  on  which the Company reasonably elects to rely).  The
Company  shall  use  its  best  efforts  to  cause  such  amendment  and/or  new
Registration  Statement to become effective as soon as practicable following the
filing  thereof,  but in any event within forty-five (45) days after the date on
which  the  Company  reasonably  first  determines  (or  reasonably  should have
determined)  the  need  therefor.  The provisions of Section 2(c) above shall be
applicable  with  respect  to such obligation, with the ninety (90) days running
from  the  day  the  Company  reasonably  first  determines  the  need therefor.
The  Company  shall  furnish  to  each Investor whose Registrable Securities are
included  in a Registration Statement and its legal counsel (i) promptly (but in
no  event  more  than  two  (2)  business  days)  after the same is prepared and
publicly  distributed,  filed with the SEC, or received by the Company, one copy
of  each  Registration  Statement  and  any  amendment thereto, each preliminary
prospectus  and prospectus and each amendment or supplement thereto, and, in the
case  of  the  Registration  Statement  referred to in Section 2(a), each letter
written  by  or on behalf of the Company to the SEC or the staff of the SEC, and
each  item  of correspondence from the SEC or the staff of the SEC, in each case
relating  to  such Registration Statement (other than any portion of any thereof
which  contains  information  for  which  the  Company  has  sought confidential
treatment)  or  that  the  Company  reasonably  determines  contains  material
non-public  information,  and  (ii)  promptly (but in no event more than two (2)
business  days)  after  the  Registration Statement is declared effective by the
SEC,  such number of copies of a prospectus, including a preliminary prospectus,
and  all  amendments  and  supplements  thereto and such other documents as such
Investor  may  reasonably  request in order to facilitate the disposition of the
Registrable  Securities  owned  by  such Investor.  The Company will immediately
notify  each  Investor  by  facsimile  of the effectiveness of each Registration
Statement or any post-effective amendment.  The Company will promptly (but in no
event more than ten (10) business days) respond to any and all comments received
from  the  SEC (which comments shall promptly be made available to the Investors
upon  request),  with  a view towards causing each Registration Statement or any
amendment  thereto  to  be declared effective by the SEC as soon as practicable,
shall  promptly  file  an acceleration request as soon as practicable (but in no
event  more than two (2) business days) following the resolution or clearance of
all  SEC  comments or, if applicable, following notification by the SEC that any
such  Registration  Statement  or  any  amendment thereto will not be subject to
review  and  shall  promptly  file  with  the  SEC a final prospectus as soon as
practicable  (but in no event more than two (2) business days) following receipt
by  the  Company  from  the SEC of an order declaring the Registration Statement
effective.  In  the  event  of a breach by the Company of the provisions of this
Section  3(c), the Company will be required to make payments pursuant to Section
2(c)  hereof.
If  required by applicable laws, the Company shall use reasonable efforts to (i)
register  and  qualify  the  Registrable  Securities covered by the Registration
Statements  under such other securities or "blue sky" laws of such jurisdictions
in  the  United  States  as the Investors who hold a majority in interest of the
Registrable  Securities  being offered reasonably request, (ii) prepare and file
in those jurisdictions such amendments (including post-effective amendments) and
supplements  to  such  registrations  and  qualifications as may be necessary to
maintain  the  effectiveness  thereof during the Registration Period, (iii) take
such  other  actions  as  may  be  necessary  to maintain such registrations and
qualifications  in  effect at all times during the Registration Period, and (iv)
take  all  other  actions  reasonably  necessary  or  advisable  to  qualify the
Registrable  Securities  for sale in such jurisdictions; provided, however, that
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the  Company  shall  not  be  required in connection therewith or as a condition
thereto  to  (a)  qualify  to do business in any jurisdiction where it would not
otherwise  be  required to qualify but for this Section 3(d), (b) subject itself
to  general  taxation  in  any  such jurisdiction, (c) file a general consent to
service  of  process in any such jurisdiction, (d) provide any undertakings that
cause the Company undue expense or burden, or (e) make any change in its charter
or  bylaws,  which in each case the Board of Directors of the Company determines
to  be  contrary  to  the  best  interests  of the Company and its stockholders.
In  the  event  Investors  who  hold  a  majority-in-interest of the Registrable
Securities  being  offered  in  the  offering  (with  the  approval  of  a
majority-in-interest  of  the  Initial  Investors)  select  underwriters for the
offering,  the  Company  shall  enter  into and perform its obligations under an
underwriting  agreement,  in  usual  and  customary  form,  including,  without
limitation,  customary  indemnification  and  contribution obligations, with the
underwriters  of  such  offering.
As promptly as practicable after becoming aware of such event, the Company shall
notify  each  Investor  of  the happening of any event, of which the Company has
knowledge,  as  a  result  of  which the prospectus included in any Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omission  to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and use its best efforts promptly to
prepare  a supplement or amendment to any Registration Statement to correct such
untrue  statement  or  omission,  and  deliver  such  number  of  copies of such
supplement  or  amendment  to  each  Investor  as  such  Investor may reasonably
request;  provided  that, for not more than thirty (30) consecutive trading days
(or  a  total  of  not more than forty-five (45) trading days in any twelve (12)
month  period),  the  Company  may  delay  the disclosure of material non-public
information  concerning  the  Company  (as  well  as  prospectus or Registration
Statement  updating)  the  disclosure  of  which at the time is not, in the good
faith  opinion of the Company, in the best interests of the Company (an "Allowed
Delay");  provided,  further,  that  the  Company  shall promptly (i) notify the
Investors  in  writing  of  the existence of (but in no event, without the prior
written  consent of an Investor, shall the Company disclose to such investor any
of  the facts or circumstances regarding) material non-public information giving
rise  to  an Allowed Delay and (ii) advise the Investors in writing to cease all
sales under such Registration Statement until the end of the Allowed Delay. Upon
expiration  of  the Allowed Delay, the Company shall again be bound by the first
sentence  of  this  Section  3(f)  with  respect  to the information giving rise
thereto.
The Company shall use its best efforts to prevent the issuance of any stop order
or other suspension of effectiveness of any Registration Statement, and, if such
an  order  is  issued,  to  obtain  the withdrawal of such order at the earliest
possible  moment  and  to  notify each Investor who holds Registrable Securities
being  sold  (or,  in  the  event  of  an  underwritten  offering,  the managing
underwriters)  of  the  issuance  of  such  order  and  the  resolution thereof.
The  Company  shall  permit  a  single firm of counsel designated by the Initial
Investors  to  review  such  Registration  Statement  and  all  amendments  and
supplements  thereto  a reasonable period of time prior to their filing with the
SEC,  and  not  file  any  document  in  a form to which such counsel reasonably
objects and will not request acceleration of such Registration Statement without
prior  notice  to  such  counsel.  The  sections  of such Registration Statement
covering  information  with  respect to the Investors, the Investor's beneficial
ownership  of  securities  of  the  Company  or the Investors intended method of
disposition  of Registrable Securities shall conform to the information provided
to  the  Company  by  each  of  the  Investors.
The  Company  shall  make generally available to its security holders as soon as
practicable,  but  not later than ninety (90) days after the close of the period
covered thereby, an earnings statement (in form complying with the provisions of
Rule  158 under the 1933 Act) covering a twelve-month period beginning not later
than  the first day of the Company's fiscal quarter next following the effective
date  of  the  Registration  Statement.
At  the  request  of  any  Investor, the Company shall furnish, on the date that
Registrable  Securities  are  delivered  to  an underwriter, if any, for sale in
connection  with any Registration Statement or, if such securities are not being
sold  by  an  underwriter,  on the date of effectiveness thereof (i) an opinion,
dated  as  of  such  date, from counsel representing the Company for purposes of
such  Registration  Statement,  in  form,  scope and substance as is customarily
given in an underwritten public offering, addressed to the underwriters, if any,
and  the  Investors  and  (ii)  a  letter,  dated  such date, from the Company's
independent certified public accountants in form and substance as is customarily
given  by  independent  certified  public  accountants  to  underwriters  in  an
underwritten  public  offering,  addressed  to the underwriters, if any, and the
Investors.
The  Company  shall  make available for inspection by (i) any Investor, (ii) any
underwriter  participating  in  any  disposition  pursuant  to  a  Registration
Statement,  (iii)  one  firm  of  attorneys and one firm of accountants or other
agents  retained  by  the  Initial Investors, (iv) one firm of attorneys and one
firm of accountants or other agents retained by all other Investors, and (v) one
firm  of  attorneys  retained  by  all  such  underwriters  (collectively,  the
"Inspectors") all pertinent financial and other records, and pertinent corporate
documents  and  properties of the Company, including without limitation, records
of  conversions by other holders of convertible securities issued by the Company
and  the  issuance  of  stock  to  such  holders  pursuant  to  the  conversions
(collectively,  the  "Records"), as shall be reasonably deemed necessary by each
Inspector to enable each Inspector to exercise its due diligence responsibility,
and  cause  the  Company's  officers,  directors  and  employees  to  supply all
information  which any Inspector may reasonably request for purposes of such due
diligence;  provided,  however, that each Inspector shall hold in confidence and
            --------   -------
shall  not  make  any  disclosure (except to an Investor) of any Record or other
information  which  the Company determines in good faith to be confidential, and
of which determination the Inspectors are so notified, unless (a) the disclosure
of  such  Records is necessary to avoid or correct a misstatement or omission in
any  Registration Statement, (b) the release of such Records is ordered pursuant
to  a  subpoena  or  other  order  from  a court or government body of competent
jurisdiction,  or  (c)  the  information in such Records has been made generally
available  to  the  public  other than by disclosure in violation of this or any
other agreement.  The Company shall not be required to disclose any confidential
information  in  such  Records  to any Inspector until and unless such Inspector
shall  have  entered  into  confidentiality  agreements  (in  form and substance
satisfactory  to  the  Company)  with  the  Company  with  respect  thereto,
substantially  in  the  form of this Section 3(k).  Each Investor agrees that it
shall,  upon learning that disclosure of such Records is sought in or by a court
or  governmental  body  of  competent  jurisdiction or through other means, give
prompt notice to the Company and allow the Company, at its expense, to undertake
appropriate  action  to  prevent  disclosure of, or to obtain a protective order
for,  the  Records  deemed  confidential.  Nothing  herein  (or  in  any  other
confidentiality  agreement between the Company and any Investor) shall be deemed
to limit the Investor's ability to sell Registrable Securities in a manner which
is  otherwise  consistent  with  applicable  laws  and  regulations.
The  Company shall hold in confidence and not make any disclosure of information
concerning  an  Investor  provided  to the Company unless (i) disclosure of such
information  is  necessary to comply with federal or state securities laws, (ii)
the  disclosure  of  such  information  is  necessary  to  avoid  or  correct  a
misstatement  or  omission  in  any Registration Statement, (iii) the release of
such  information  is ordered pursuant to a subpoena or other order from a court
or  governmental  body  of  competent jurisdiction, or (iv) such information has
been  made  generally  available  to  the  public  other  than  by disclosure in
violation  of  this  or  any other agreement.  The Company agrees that it shall,
upon  learning  that  disclosure  of  such information concerning an Investor is
sought  in  or  by  a  court  or  governmental body of competent jurisdiction or
through  other  means,  give prompt notice to such Investor prior to making such
disclosure,  and  allow  the  Investor, at its expense, to undertake appropriate
action  to  prevent  disclosure  of,  or  to obtain a protective order for, such
information.
The  Company  shall  (i)  cause  all  the  Registrable Securities covered by the
Registration  Statement  to  be  listed  on each national securities exchange on
which  securities  of  the  same  class or series issued by the Company are then
listed,  if any, if the listing of such Registrable Securities is then permitted
under  the  rules  of such exchange, or (ii) to the extent the securities of the
same  class  or  series  are  not then listed on a national securities exchange,
secure  the designation and quotation, of all the Registrable Securities covered
by  the  Registration  Statement  on  Nasdaq  or, if not eligible for Nasdaq, on
Nasdaq SmallCap or, if not eligible for Nasdaq or Nasdaq SmallCap, on the OTC BB
and,  without  limiting the generality of the foregoing, to arrange for at least
two  market  makers  to  register  with  the  National Association of Securities
Dealers,  Inc.  ("NASD")  as  such  with respect to such Registrable Securities.
The  Company  shall  have  a transfer agent and registrar, which may be a single
entity,  for the Registrable Securities not later than the effective date of the
Registration  Statement.
The  Company  shall cooperate with the Investors who hold Registrable Securities
being  offered  and  the  managing  underwriter  or  underwriters,  if  any,  to
facilitate  the timely preparation and delivery of certificates (not bearing any
restrictive legends, as permitted by law) representing Registrable Securities to
be  offered pursuant to a Registration Statement and enable such certificates to
be  in  such  denominations  or  amounts,  as  the  case may be, as the managing
underwriter or underwriters, if any, or the Investors may reasonably request and
registered in such names as the managing underwriter or underwriters, if any, or
the  Investors  may  request,  and,  within  three  (3)  business  days  after a
Registration  Statement  which  includes  Registrable  Securities  is  ordered
effective  by  the SEC, the Company shall deliver, and shall cause legal counsel
selected  by  the  Company to deliver, to the transfer agent for the Registrable
Securities  (with  copies  to  the  Investors  whose  Registrable Securities are
included  in  such  Registration  Statement) an instruction in the form attached
hereto  as Exhibit 1 and a letter of such counsel in the form attached hereto as
Exhibit  2.
At  the  request  of  the  holders  of a majority-in-interest of the Registrable
Securities,  the  Company  shall  prepare  and file with the SEC such amendments
(including  post-effective  amendments)  and  supplements  to  a  Registration
Statement  and any prospectus used in connection with the Registration Statement
as  may  be  necessary  in order to change the plan of distribution set forth in
such  Registration  Statement.
Except as disclosed in Schedule 3(q), from and after the date of this Agreement,
the  Company  shall  not,  and  shall  not  agree  to,  allow the holders of any
securities of the Company to include any of their securities in the Registration
Statement under Section 2(a) hereof or any amendment or supplement thereto under
Section 3(b) hereof without the consent of the holders of a majority-in-interest
of  the  Registrable  Securities.
OBLIGATIONS  OF  THE  INVESTORS.
-------------------------------
In connection with the registration of the Registrable Securities, the Investors
shall  have  the  following  obligations:
It  shall be a condition precedent to the obligations of the Company to complete
the  Registration  Statement  pursuant  to  this  Agreement  with respect to the
Registrable Securities of a particular Investor that such Investor shall furnish
to  the  Company,  within  two  (2) business days of the Company's request, such
information  regarding  itself,  the  Registrable  Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities
and  shall  execute  such  documents in connection with such registration as the
Company  may  reasonably request.  At least three (3) business days prior to the
first  anticipated  filing date of the Registration Statement, the Company shall
notify  each  Investor  of  the  information the Company requires from each such
Investor.
Each  Investor,  by  such  Investor's  acceptance of the Registrable Securities,
agrees  to  cooperate with the Company as reasonably requested by the Company in
connection  with  the  preparation  and  filing  of  the Registration Statements
hereunder,  unless  such  Investor  has  notified the Company in writing of such
Investor's  election  to  exclude  all of such Investor's Registrable Securities
from  the  Registration  Statements.
In  the  event  Investors  holding  a  majority-in-interest  of  the Registrable
Securities  being  registered  (with  the  approval  of  the  Initial Investors)
determine  to  engage  the  services  of an underwriter, each Investor agrees to
enter  into  and  perform  such  Investor's  obligations  under  an underwriting
agreement, in usual and customary form, including, without limitation, customary
indemnification  and  contribution obligations, with the managing underwriter of
such offering and take such other actions as are reasonably required in order to
expedite  or  facilitate  the  disposition of the Registrable Securities, unless
such Investor has notified the Company in writing of such Investor's election to
exclude  all  of  such  Investor's Registrable Securities from such Registration
Statement.
Each  Investor  agrees  that, upon receipt of any notice from the Company of the
happening  of  any  event  of  the  kind described in Section 3(f) or 3(g), such
Investor  will  immediately  discontinue  disposition  of Registrable Securities
pursuant  to  the  Registration  Statement  covering such Registrable Securities
until  such  Investor's  receipt  of  the  copies of the supplemented or amended
prospectus  contemplated  by  Section  3(f)  or  3(g) and, if so directed by the
Company,  such  Investor  shall  deliver  to  the Company (at the expense of the
Company)  or  destroy  (and deliver to the Company a certificate of destruction)
all  copies  in  such  Investor's  possession,  of  the prospectus covering such
Registrable  Securities  current  at  the  time  of  receipt  of  such  notice.
No  Investor  may  participate in any underwritten registration hereunder unless
such  Investor  (i) agrees to sell such Investor's Registrable Securities on the
basis  provided  in  any  underwriting  arrangements in usual and customary form
entered  into  by  the  Company, (ii) completes and executes all questionnaires,
powers  of  attorney,  indemnities,  underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements, and (iii)
agrees  to  pay its pro rata share of all underwriting discounts and commissions
and any expenses in excess of those payable by the Company pursuant to Section 5
below.
EXPENSES  OF  REGISTRATION.
--------------------------
All  reasonable  expenses,  other  than  underwriting discounts and commissions,
incurred  in connection with registration, filings or qualifications pursuant to
Sections  2  and 3, including, without limitation, all registration, listing and
qualification  fees, printers and accounting fees, the fees and disbursements of
counsel  for  the  Company,  and  the  reasonable  fees and disbursements of one
counsel  selected  by  the  Investors  pursuant to Sections 2(b) and 3(h) hereof
shall  be  borne  by  the  Company.
INDEMNIFICATION.
---------------
In the event any Registrable Securities are included in a Registration Statement
under  this  Agreement:
To  the  extent  permitted by law, the Company will indemnify, hold harmless and
defend  (i)  each  Investor  who  holds  such  Registrable  Securities, (ii) the
directors,  officers,  partners,  employees, agents and each person who controls
any  Investor  within the meaning of the 1933 Act or the Securities Exchange Act
of  1934, as amended (the "1934 Act"), if any, (iii) any underwriter (as defined
in  the 1933 Act) for the Investors, and (iv) the directors, officers, partners,
employees  and  each person who controls any such underwriter within the meaning
of the 1933 Act or the 1934 Act, if any (each, an "Indemnified Person"), against
any  joint  or  several  losses,  claims,  damages,  liabilities  or  expenses
(collectively, together with actions, proceedings or inquiries by any regulatory
or  self-regulatory  organization,  whether  commenced or threatened, in respect
thereof,  "Claims")  to  which  any  of  them may become subject insofar as such
Claims  arise  out  of  or  are  based upon: (i) any untrue statement or alleged
untrue  statement of a material fact in a Registration Statement or the omission
or  alleged  omission  to state therein a material fact required to be stated or
necessary  to  make  the  statements  therein  not  misleading;  (ii) any untrue
statement  or  alleged  untrue  statement  of  a  material fact contained in any
preliminary  prospectus if used prior to the effective date of such Registration
Statement,  or contained in the final prospectus (as amended or supplemented, if
the  Company  files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make  the statements made therein, in light of the circumstances under which the
statements  therein were made, not misleading; or (iii) any violation or alleged
violation  by  the  Company  of  the  1933  Act,  the  1934  Act, any other law,
including,  without  limitation,  any  state  securities  law,  or  any  rule or
regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities  (the  matters  in  the  foregoing  clauses  (i) through (iii) being,
collectively,  "Violations").  Subject  to the restrictions set forth in Section
6(c)  with  respect  to the number of legal counsel, the Company shall reimburse
the  Indemnified  Person, promptly as such expenses are incurred and are due and
payable,  for any reasonable legal fees or other reasonable expenses incurred by
them  in  connection  with  investigating  or  defending  any  such  Claim.
Notwithstanding  anything  to the contrary contained herein, the indemnification
agreement contained in this Section 6(a): (i) shall not apply to a Claim arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with  information  furnished in writing to the Company by any Indemnified Person
or  underwriter for such Indemnified Person expressly for use in connection with
the  preparation of such Registration Statement or any such amendment thereof or
supplement  thereto, if such prospectus was timely made available by the Company
pursuant  to  Section  3(c)  hereof;  (ii)  shall  not  apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent  of  the  Company, which consent shall not be unreasonably withheld; and
(iii) with respect to any preliminary prospectus, shall not inure to the benefit
of  any  Indemnified Person if the untrue statement or omission of material fact
contained  in  the preliminary prospectus was corrected on a timely basis in the
prospectus,  as  then  amended  or  supplemented,  such corrected prospectus was
timely  made  available  by the Company pursuant to Section 3(c) hereof, and the
Indemnified  Person  was  promptly  advised  in writing not to use the incorrect
prospectus  prior  to  the  use  giving rise to a Violation and such Indemnified
Person,  notwithstanding  such  advice, used it.  Such indemnity shall remain in
full  force  and  effect regardless of any investigation made by or on behalf of
the  Indemnified  Person  and  shall  survive  the  transfer  of the Registrable
Securities  by  the  Investors  pursuant  to  Section  9.
In  connection  with  any  Registration  Statement  in  which  an  Investor  is
participating, each such Investor agrees severally and not jointly to indemnify,
hold harmless and defend, to the same extent and in the same manner set forth in
Section 6(a), the Company, each of its directors, each of its officers who signs
the Registration Statement, each person, if any, who controls the Company within
the  meaning  of  the  1933  Act  or the 1934 Act, any underwriter and any other
stockholder  selling securities pursuant to the Registration Statement or any of
its  directors  or  officers  or  any  person  who  controls such stockholder or
underwriter within the meaning of the 1933 Act or the 1934 Act (collectively and
together  with an Indemnified Person, an "Indemnified Party"), against any Claim
to  which  any  of  them may become subject, under the 1933 Act, the 1934 Act or
otherwise, insofar as such Claim arises out of or is based upon any Violation by
such  Investor,  in  each  case to the extent (and only to the extent) that such
Violation  occurs  in  reliance  upon and in conformity with written information
furnished  to  the Company by such Investor expressly for use in connection with
such  Registration  Statement;  and  subject  to Section 6(c) such Investor will
reimburse  any  legal  or other expenses (promptly as such expenses are incurred
and  are  due  and  payable)  reasonably  incurred  by  them  in connection with
investigating or defending any such Claim; provided, however, that the indemnity
                                           --------  -------
agreement  contained  in  this  Section  6(b) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent  of  such  Investor,  which  consent shall not be unreasonably withheld;
provided,  further,  however,  that  the  Investor  shall  be  liable under this
    ----   -------   -------
Agreement  (including  this  Section 6(b) and Section 7) for only that amount as
    ---
does  not  exceed  the  net proceeds to such Investor as a result of the sale of
Registrable  Securities pursuant to such Registration Statement.  Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on  behalf  of  such  Indemnified  Party  and  shall survive the transfer of the
Registrable  Securities  by the Investors pursuant to Section 9. Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained  in this Section 6(b) with respect to any preliminary prospectus shall
not  inure  to  the  benefit of any Indemnified Party if the untrue statement or
omission  of material fact contained in the preliminary prospectus was corrected
on  a  timely  basis  in  the  prospectus,  as  then  amended  or  supplemented.
Promptly  after receipt by an Indemnified Person or Indemnified Party under this
Section  6  of  notice  of  the  commencement  of  any  action  (including  any
governmental  action),  such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this
Section  6,  deliver  to  the  indemnifying  party  a  written  notice  of  the
commencement  thereof,  and  the  indemnifying  party  shall  have  the right to
participate  in,  and,  to the extent the indemnifying party so desires, jointly
with  any  other  indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the  Indemnified  Person or the Indemnified Party, as the case may be; provided,
                                                                       --------
however, that an Indemnified Person or Indemnified Party shall have the right to
 ------
retain its own counsel with the fees and expenses to be paid by the indemnifying
party,  if,  in  the  reasonable opinion of counsel retained by the indemnifying
party,  the  representation  by  such  counsel  of  the  Indemnified  Person  or
Indemnified  Party  and  the  indemnifying  party  would be inappropriate due to
actual  or  potential  differing  interests  between  such Indemnified Person or
Indemnified  Party  and  any  other  party  represented  by such counsel in such
proceeding.  The  indemnifying  party  shall  pay  for  only  one separate legal
counsel  for  the Indemnified Persons or the Indemnified Parties, as applicable,
and  such  legal  counsel  shall  be  selected  by  Investors  holding  a
majority-in-interest  of the Registrable Securities included in the Registration
Statement  to  which  the  Claim  relates  (with  the  approval  of  a
majority-in-interest of the Initial Investors), if the Investors are entitled to
indemnification  hereunder,  or  the  Company,  if  the  Company  is entitled to
indemnification hereunder, as applicable.  The failure to deliver written notice
to  the  indemnifying  party within a reasonable time of the commencement of any
such  action  shall  not relieve such indemnifying party of any liability to the
Indemnified  Person  or  Indemnified  Party  under this Section 6, except to the
extent  that  the  indemnifying  party  is actually prejudiced in its ability to
defend  such  action.  The  indemnification  required by this Section 6 shall be
made  by  periodic  payments  of  the  amount  thereof  during the course of the
investigation or defense, as such expense, loss, damage or liability is incurred
and  is  due  and  payable.
CONTRIBUTION.
-------------
To  the  extent  any  indemnification  by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6  to  the  fullest  extent  permitted  by  law;  provided, however, that (i) no
                                                  --------  -------
contribution  shall  be  made under circumstances where the maker would not have
been  liable  for indemnification under the fault standards set forth in Section
6,  (ii)  no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled  to  contribution from any seller of Registrable Securities who was not
guilty  of  such  fraudulent misrepresentation, and (iii) contribution (together
with  any  indemnification  or  other  obligations  under this Agreement) by any
seller of Registrable Securities shall be limited in amount to the net amount of
proceeds  received  by such seller from the sale of such Registrable Securities.
REPORTS  UNDER  THE  1934  ACT.
------------------------------
With  a  view  to  making  available  to  the Investors the benefits of Rule 144
promulgated  under  the  1933 Act or any other similar rule or regulation of the
SEC  that may at any time permit the investors to sell securities of the Company
to  the  public  without  registration  ("RULE  144"),  the  Company  agrees to:
make  and  keep  public information available, as those terms are understood and
defined  in  Rule  144;
file with the SEC in a timely manner all reports and other documents required of
the  Company  under the 1933 Act and the 1934 Act so long as the Company remains
subject  to  such  requirements  (it  being understood that nothing herein shall
limit  the  Company's  obligations under Section 4(c) of the Securities Purchase
Agreement)  and  the  filing of such reports and other documents is required for
the  applicable  provisions  of  Rule  144;  and
furnish  to  each Investor so long as such Investor owns Registrable Securities,
promptly  upon  request,  (i)  a  written  statement  by the Company that it has
complied  with the reporting requirements of Rule 144, the 1933 Act and the 1934
Act,  (ii)  a  copy of the most recent annual or quarterly report of the Company
and  such  other  reports  and documents so filed by the Company, and (iii) such
other information as may be reasonably requested to permit the Investors to sell
such  securities  pursuant  to  Rule  144  without  registration.
ASSIGNMENT  OF  REGISTRATION  RIGHTS.
------------------------------------
The  rights  under  this  Agreement  shall  be  automatically  assignable by the
Investors  to  any  affiliate  of  such  Investors  of  all  or  any  portion of
Registrable  Securities  if:  (i)  the  Investor  agrees  in  writing  with  the
transferee  or  assignee  to assign such rights, and a copy of such agreement is
furnished  to  the  Company within a reasonable time after such assignment, (ii)
the  Company  is,  within  a  reasonable time after such transfer or assignment,
furnished  with written notice of (a) the name and address of such transferee or
assignee,  and (b) the securities with respect to which such registration rights
are  being transferred or assigned, (iii) following such transfer or assignment,
the  further  disposition  of  such  securities by the transferee or assignee is
restricted  under  the 1933 Act and applicable state securities laws, (iv) at or
before  the  time the Company receives the written notice contemplated by clause
(ii)  of  this  sentence,  the transferee or assignee agrees in writing with the
Company to be bound by all of the provisions contained herein, (v) such transfer
shall  have  been  made  in  accordance  with the applicable requirements of the
Securities  Purchase Agreement, and (vi) such transferee shall be an "ACCREDITED
INVESTOR" as that term defined in Rule 501 of Regulation D promulgated under the
1933  Act.
AMENDMENT  OF  REGISTRATION  RIGHTS.
-----------------------------------
Provisions  of  this  Agreement may be amended and the observance thereof may be
waived (either generally or in a particular instance and either retroactively or
prospectively),  only with written consent of the Company and Investors who hold
a  majority  interest  of  the  Registrable Securities.  Any amendment or waiver
effected  in accordance with this Section 10 shall be binding upon each Investor
and  the  Company.
MISCELLANEOUS.
-------------
A  person  or entity is deemed to be a holder of Registrable Securities whenever
such  person  or  entity  owns  of  record  such Registrable Securities.  If the
Company receives conflicting instructions, notices or elections from two or more
persons or entities with respect to the same Registrable Securities, the Company
shall  act  upon the basis of instructions, notice or election received from the
registered  owner  of  such  Registrable  Securities.
Any  notices  required  or permitted to be given under the terms hereof shall be
sent  by  certified  or  registered mail (return receipt requested) or delivered
personally  or by courier (including a recognized overnight delivery service) or
by facsimile and shall be effective five days after being placed in the mail, if
mailed  by  regular United States mail, or upon receipt, if delivered personally
or  by  courier  (including  a  recognized  overnight  delivery  service)  or by
facsimile,  in  each  case  addressed  to  a  party.  The  addresses  for  such
communications  shall  be:
     If  to  the  Company:
     Imaging  Technologies  Corporation
15175  Innovation  Drive
San  Diego,  California  92128
Attention:  President  and  Chief  Executive  Officer
Telephone:  858-613-1300
     Facsimile:  858-207-6505
     Email:  bbonar@itec.net
     With  copy  to:
Jenkens  &  Gilchrist  Parker  Chapin,  LLP
The  Chrysler  Building
405  Lexington  Avenue
New  York,  NY  10174
Attention:  Christopher  S.  Auguste,  Esq.
Telephone:  212-704-6000
Facsimile:  212-704-6288

If  to  an  Investor: to the address set forth immediately below such Investor's
name  on  the  signature  pages  to  the  Securities  Purchase  Agreement.
     With  a  copy  to:
     Bristol  DLP,  LLC
Investment  Manager
6363  Sunset  Blvd.,  Fifth  Floor
Hollywood,  California  90028
Attention:  Amy  Wang
Telephone:  323-769-2852
Facsimile:   323-468-8307
     Email:  amy@bristolcompanies.com

Failure  of  any  party  to exercise any right or remedy under this Agreement or
otherwise,  or  delay  by  a party in exercising such right or remedy, shall not
operate  as  a  waiver  thereof.
 THIS  AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE  LAWS  OF  THE  STATE  OF  NEW  YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED  ENTIRELY  WITHIN  SUCH  STATE,  WITHOUT  REGARD  TO THE PRINCIPLES OF
CONFLICT  OF  LAWS.  THE  PARTIES  HERETO  HEREBY  SUBMIT  TO  THE  EXCLUSIVE
JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED NEW YORK, NEW YORK WITH
RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO
IN  CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH
PARTIES  IRREVOCABLY  WAIVE  THE  DEFENSE  OF  AN  INCONVENIENT  FORUM  TO  THE
MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE
OF  PROCESS  UPON  A  PARTY  MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY
RESPECT  EFFECTIVE  SERVICE  OF  PROCESS  UPON  THE  PARTY  IN  ANY SUCH SUIT OR
PROCEEDING.  NOTHING  HEREIN  SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS
IN  ANY  OTHER  MANNER  PERMITTED  BY  LAW.  BOTH  PARTIES  AGREE  THAT  A FINAL
NON-APPEALABLE  JUDGMENT  IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY  BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL  MANNER.  THE  PARTY  WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER
THIS  AGREEMENT  SHALL  BE  RESPONSIBLE  FOR  ALL  FEES  AND EXPENSES, INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY  THE  PREVAILING  PARTY  IN CONNECTION WITH SUCH
DISPUTE.
In  the  event  that any provision of this Agreement is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed
inoperative  to  the  extent  that it may conflict therewith and shall be deemed
modified  to  conform  with  such  statute or rule of law.  Any provision hereof
which  may  prove  invalid  or  unenforceable under any law shall not affect the
validity  or  enforceability  of  any  other  provision  hereof.
This  Agreement,  the  Warrants and the Securities Purchase Agreement (including
all  schedules  and  exhibits thereto) constitute the entire agreement among the
parties hereto with respect to the subject matter hereof and thereof.  There are
no  restrictions,  promises,  warranties  or  undertakings, other than those set
forth  or  referred  to  herein  and therein.  This Agreement and the Securities
Purchase  Agreement  supersede all prior agreements and understandings among the
parties  hereto  with  respect  to  the  subject  matter  hereof  and  thereof.
Subject to the requirements of Section 9 hereof, this Agreement shall be binding
upon  and  inure to the benefit of the parties and their successors and assigns.
The  headings  in this Agreement are for convenience of reference only and shall
not  form  part  of,  or  affect  the  interpretation  of,  this  Agreement.
This  Agreement may be executed in two or more counterparts, each of which shall
be  deemed  an  original  but  all  of  which  shall constitute one and the same
agreement  and shall become effective when counterparts have been signed by each
party  and  delivered  to  the  other party.  This Agreement, once executed by a
party, may be delivered to the other party hereto by facsimile transmission of a
copy  of  this  Agreement  bearing the signature of the party so delivering this
Agreement.
Each  party  shall  do  and perform, or cause to be done and performed, all such
further  acts  and  things,  and  shall  execute  and  deliver  all  such  other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of  this Agreement and the consummation of the transactions contemplated hereby.
Except as otherwise provided herein, all consents and other determinations to be
made  by  the  Investors  pursuant  to this Agreement shall be made by Investors
holding  a  majority  of the Registrable Securities, determined as if the all of
the  Debentures  then  outstanding  have  been  converted  into  for Registrable
Securities.
The  Company  acknowledges that a breach by it of its obligations hereunder will
cause  irreparable  harm to each Investor by vitiating the intent and purpose of
the  transactions  contemplated  hereby.  Accordingly,  the Company acknowledges
that  the  remedy at law for breach of its obligations under this Agreement will
be  inadequate  and agrees, in the event of a breach or threatened breach by the
Company  of any of the provisions under this Agreement, that each Investor shall
be  entitled,  in  addition to all other available remedies in law or in equity,
and  in  addition  to  the  penalties  assessable  herein,  to  an injunction or
injunctions  restraining,  preventing or curing any breach of this Agreement and
to  enforce  specifically the terms and provisions hereof, without the necessity
of  showing economic loss and without any bond or other security being required.
The  language used in this Agreement will be deemed to be the language chosen by
the  parties to express their mutual intent, and no rules of strict construction
will  be  applied  against  any  party.

IN  WITNESS  WHEREOF,  the  Company  and  the undersigned Initial Investors have
caused  this  Agreement  to be duly executed as of the date first above written.
IMAGING  TECHNOLOGIES  CORPORATION
______________________________________
Brian  Bonar
President  and  Chief  Executive  Officer

BRISTOL  INVESTMENT  FUND,  LTD.
______________________________________
Diana  Derycz  Kessler
Director


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