EXHIBIT 10(A)

                       AGREEMENT AND ASSIGNMENT OF RIGHTS
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     This  Agreement  and Assignment of Rights (the "Agreement") is entered into
effective  as  of  the  24th day of October, 2003 (the "Effective Date"), by and
between  ePEO  Link  a  Corporation  ("Seller")  and  Source  One Group, Inc., a
wholly-owned  subsidiary  of  Imaging  Technologies  Corporation,  a  Delaware
Corporation  (Buyer).

                                   WITNESSETH
     WHEREAS, Buyer 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,  Seller  is a provider of  PEO Services to the persons or entities
described  on the attached Exhibit A (each, an "Existing Client") and Seller 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  "Seller  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, Buyer desires to acquire
all  rights and assume certain obligations of Seller 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.
            --------------------------------

     1.1     SELler  hereby  irrevocably assigns, conveys and transfers to Buyer
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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, a ("Seller Contract").  Buyer
and  Seller  agree  to  jointly  notify  each Existing Client of this assignment
within  five  (5)  days following the Effective Date.  Such notification will be
made  in  a  form and manner approved by Seller, which shall not be unreasonably
withheld  or  delayed.

     1.2     INSURANCE  AND  BENEFIT  CONTRACTS.  Buyer  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.  Both parties understand that worker's
compensation  coverage is currently not being provided by Seller and understands
that  Buyer  will  only make its best efforts to secure such coverage but is not
obligated  to  do  so.  It  is  further  understood  that all existing insurance
policies  and  related  brokers  and/or  agents of record will be transferred to
Smart  Wealth,  Inc.

     2.     TRANSITION  PERIOD.  Seller  agrees  to  immediately  commence  the
            ------------------
transition  and enrollment of Exiting Clients. Seller also agrees to close their
PEO  facilities  and  terminate  or transfer existing employees of Seller at the
direction  of  the  Buyer,  within  thirty  days  of  this  agreement.

     3.     ASSUMPTION  OF  OBLIGATIONS  BY  BUYER.   Buyer  assumes all duties,
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liabilities,  and  obligations  of  Seller to each Existing Client, co-employee,
governmental authority, and other third party accruing on or after the Effective
Date,  liabilities  accruing  prior  to  effective  date  but  limited  to those
specifically  identified  on  the  attached Exhibit 1, and to pay all employment
taxes  and  to  perform  all  obligations under all applicable Client Agreements
(collectively,  the  "Assumed  Liabilities").  Buyer shall defend, indemnify and
hold Seller 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. Seller retains exclusive responsibility for all duties,
liabilities  and obligations of Seller which accrued prior to the Effective Date
of  this  agreement, except as those assumed by Buyer noted on Exhibit 1, and as
specifically  provided  for  in  this  paragraph,.(collectively,  the  "Retained
Liabilities").  Seller  shall defend, indemnify and hold Buyer 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.  Buyer
does,  as  part  of  this  agreement,  assume  up  to $2,000,000 in liabilities,
including  those identified in Exhibit 1 and the liabilities related to provider
claims.  The liabilities related to provider claims will be offset to the extent
of  any  insurance  coverage  in force and applied to liquidate such liabilities
under  or  with  respect  to  the  Seller  Contracts.  Additionally, Buyer shall
utilize  up  to  $10,000  per  month of gross profits derived from the contracts
purchased  under  this  agreement  for  legal fees associated with settling past
disputes.  Further,  Buyer  will  assume  responsibility  for  the settlement of
leases  as  identified  in  Exhibit  2.

4.     PAYMENTS  BY  BUYER
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          The assumption of liabilities by Buyer as stipulated in this agreement
shall  constitute  sufficient consideration for the book of business Buyer shall
acquire.

     5.     REPRESENTATIONS  AND  WARRANTIES.
            --------------------------------

     5.1     REPRESENTATIONS  AND  WARRANTIES  OF SELLER   Seller represents and
warrants  to  Buyer  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.  Seller  and  the  person(s) signing this Agreement on
behalf  of  Seller  in  a  representative  capacity (such as an officer, general
partner, manager or trustee of a party) each represent and warrant to Buyer that
each  person  signing  this  Agreement  on  behalf of Seller 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
Seller  and that upon execution of this Agreement by such person(s) on behalf of
Seller in their stated representative capacity and delivery of this Agreement to
Buyer,  this Agreement will be a valid and binding obligation of and upon Seller
which  is  fully  enforceable according to its terms.  Seller further represents
and  warrants  to  Buyer  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 Seller:
(i)  does not require the consent of any governmental or regulatory authority or
any  third  party;  (ii)  will  not  conflict  with  any  provision  of Seller's
organizational  documents; and (iii) to the best of Seller'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 Seller is a party or by which Seller is
bound.

     In  addition  Seller  warrants  and  represents  that  Seller will make all
reasonable  efforts  to  ensure  that  the  Existing Clients are transferred and
enrolled to Buyer and that said enrollment shall not take more than thirty days.
Further,  Seller warrants to the best of Seller's knowledge the Existing Clients
have  no  present intention to move their accounts.  Further Seller, agrees that
the  purchase  price  of  $600,000 is based on representation of Exiting Clients
revenue  base  of  $58,000,000.

     5.2     REPRESENTATIONS  AND  WARRANTIES  OF  BUYER.   Buyer represents and
warrants  to  Seller  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. Buyer and the person(s) signing this Agreement on behalf
of  Buyer  in  a  representative  capacity (such as an officer, general partner,
manager  or  trustee  of a party) each represent and warrant to Seller that each
person  signing  this  Agreement on behalf of Buyer 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 Buyer and
that  upon  execution  of this Agreement by such person(s) on behalf of Buyer in
their  stated  representative capacity and delivery of this Agreement to Seller,
this Agreement will be a valid and binding obligation of and upon Buyer which is
fully enforceable according to its terms.  Buyer further represents and warrants
to  Seller  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 Buyer:  (i) does
not require the consent of any governmental or regulatory authority or any third
party;  (ii)  will  not  conflict  with  any provision of Buyer's organizational
documents;  and  (iii) to the best of Buyer'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  Buyer  is  a  party  or  by  which  Buyer  is bound.

     6.     CONFIDENTIALITY.  Except  as  authorized by the other party, neither
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Seller  nor  Buyer  shall  disclose the terms of this Agreement either during or
after  termination  of  this  Agreement.

     7.     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.

     8.     WAIVER.  Any  waiver  by  any  party of a breach of any provision of
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this  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.

     9.     CONTROLLING  LAW.  The  parties  agree  that  this Agreement will be
            ----------------
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.

     10.     ASSIGNMENT  AND  DELEGATION.  The  parties agree that neither party
             ---------------------------
may  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.

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

     12.     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.

     13.     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.

     14.     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.

     15.     DISPUTE RESOLUTION.  Any dispute between the parties arising out of
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this  Agreement  the proper jurisdiction shall be the State of California in the
venue  that 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.

     16.     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.

     17.     SURVIVAL  OF  TERMS.  The  terms  and  provisions  of Section 3 and
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Sections 9 through 23 (inclusive) shall survive any termination or expiration of
this  Agreement.

     18.     ENTIRE  AGREEMENT.  This  Agreement  constitutes  the  entire
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understanding  between  Seller and Buyer with respect to its subject matter, and
supersedes  all prior written and oral proposals, understandings, agreements and
representations

     19.     NOTICE.  Any  notices  shall  be  sent  to the following addresses:
             ------

Seller:
     ________________________________
     ________________________________
     ________________________________

Buyer:
     Source  One  Group,  Inc.
     James  R.  Downey,  Jr.,  CEO:
     17075  Via  Del  campo
     San  Diego,  CA  92127

IN  WITNESS  WHEREOF,  the  Parties  have executed this Agreement on the 24th of
October  2003,  the  Effective  Date


".Seller"

ePEO  Link.

By:

/s/  Roger  Jeffries,  Chief  Executive  Officer
/s/  Fred  Roh,  Chairman  of  the  Board

"Buyer":

Source  One  Group,  Inc.

By:

/s/  James  R.  Downey,  Jr.,  CEO

<PAGE>

                                    EXHIBIT A

                               SELLER CLIENT LIST
                             AS OF OCTOBER 24, 2003



                                    EXHIBIT B

                              SELLER CLIENT LISTING
                                CANCELLED CLIENTS



                                    EXHIBIT C

                        SUMMARY OF BENEFIT PLANS OFFERED
                              AS OF OCTOBER 24 2003

Benefits  Available  to  All  Clients

Benefits  Applicable  only  to  Listed  Clients

Union  Agreements