EXHIBIT 10(K)

THIS  WARRANT  AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES  ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO  AN  EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN  AVAILABLE  EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT.
                               WARRANT TO PURCHASE
                             SHARES OF COMMON STOCK
                                       OF
                        IMAGING TECHNOLOGIES CORPORATION
Expires  November  7,  2006
No.  W-1     New  York,  New  York
November  7,  2001


    FOR  VALUE  RECEIVED,  subject  to the provisions hereinafter set forth, the
undersigned,  IMAGING TECHNOLOGIES CORPORATION, a Delaware corporation (together
with  its  successors  and  assigns,  the  "Issuer"),  hereby  certifies  that
STONESTREET  LIMITED  PARTNERSHIP
or  its registered assigns is entitled to subscribe for and purchase, during the
period  specified in this Warrant, up to 7,518,797 shares (subject to adjustment
as  hereinafter provided) of the duly authorized, validly issued, fully paid and
non-assessable  Common Stock of the Issuer, at an exercise price per share equal
to  the  Warrant  Price  then in effect, subject, however, to the provisions and
upon  the terms and conditions hereinafter set forth.  Capitalized terms used in
this Warrant and not otherwise defined herein shall have the respective meanings
specified  in  Section  8  hereof.
     1.     Term.  The  right  to  subscribe  for and purchase shares of Warrant
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Stock  represented  hereby shall commence on the date hereof and shall expire at
5:00  p.m.,  New  York  City  time,  on  November 7, 2006 (such period being the
"Term").
2.     Method  of  Exercise  Payment:  Issuance  of  New  Warrant:  Transfer and
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Exchange.
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(a)     Time  of  Exercise.  The purchase rights represented by this Warrant may
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be  exercised  in  whole or in part at any time and from time to time during the
Term.
(b)     Method  of  Exercise.  The  Holder  hereof may exercise this Warrant, in
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whole  or  in  part,  by  the  surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment  to  the  Issuer  of  an  amount  of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares  of  Warrant  Stock  with  respect  to  which  this Warrant is then being
exercised,  payable  by  certified  or  official  bank  check.
(c)     Issuance  of  Stock  Certificates.  In  the event of any exercise of the
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rights  represented  by this Warrant in accordance with and subject to the terms
and  conditions  hereof,  (i)  certificates  for  the shares of Warrant Stock so
purchased  shall  be dated the date of such exercise and delivered to the Holder
hereof  within  a  reasonable  time, not exceeding three Trading Days after such
exercise,  and  the  Holder  hereof  shall  be deemed for all purposes to be the
Holder  of  the  shares  of  Warrant  Stock  so purchased as of the date of such
exercise,  and  (ii) unless this Warrant has expired, a new Warrant representing
the  number  of  shares  of  Warrant  Stock,  if any, with respect to which this
Warrant  shall not then have been exercised (less any amount thereof which shall
have  been  cancelled  in  payment  or  partial  payment of the Warrant Price as
hereinabove  provided) shall also be issued to the Holder hereof at the Issuer's
expense  within  such  time.
(d)     Transferability  of  Warrant.  This  Warrant may not be transferred by a
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Purchaser  without the prior written consent of the Company, such consent not to
be unreasonably withheld.  If transferred pursuant to this paragraph and subject
to  the  provisions  of  subsection  (e)  of this Section 2, this Warrant may be
transferred on the books of the Issuer by the Holder hereof in person or by duly
authorized  attorney,  upon surrender of this Warrant at the principal office of
the Issuer, properly endorsed (by the Holder executing an assignment in the form
attached  hereto)  and  upon  payment  of  any  necessary  transfer tax or other
governmental charge imposed upon such transfer.  This Warrant is exchangeable at
the  principal  office  of  the Issuer for Warrants for the purchase of the same
aggregate  number  of shares of Warrant Stock, each new Warrant to represent the
right  to  purchase  such number of shares of Warrant Stock as the Holder hereof
shall  designate at the time of such exchange.  All Warrants issued on transfers
or  exchanges shall be dated the Original Issue Date and shall be identical with
this  Warrant  except  as  to  the  number  of  shares of Warrant Stock issuable
pursuant  hereto.
(e)     Compliance  with  Securities  Laws.
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     (i)     The Holder of this Warrant, by acceptance hereof, acknowledges that
this  Warrant  and the shares of Warrant Stock to be issued upon exercise hereof
are  being acquired solely for the Holder's own account and not as a nominee for
any other party, and for investment, and that the Holder will not offer, sell or
otherwise  dispose  of  this Warrant or any shares of Warrant Stock to be issued
upon  exercise hereof except pursuant to an effective registration statement, or
an  exemption  from  registration,  under  the Securities Act and any applicable
state  securities  laws.
(ii)     Except  as  provided  in  paragraph  (iii)  below, this Warrant and all
certificates  representing  shares  of Warrant Stock issued upon exercise hereof
shall be stamped or imprinted with a legend in substantially the following form:
     THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT  BEEN  REGISTERED  WITH THE
SECURITIES  AND  EXCHANGE  COMMISSION  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER  THE  SECURITIES  ACT  OF  1933, AS AMENDED (THE "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY  NOT  BE  OFFERED  OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  SECURITIES ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION  FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.
     (iii)     The restrictions imposed by this subsection (e) upon the transfer
of  this  Warrant  and the shares of Warrant Stock to be purchased upon exercise
hereof  shall  terminate  (A)  when  such securities shall have been effectively
registered under the Securities Act, (B) upon the Issuer's receipt of an opinion
of  counsel,  in  form  and  substance  reasonably  satisfactory  to the Issuer,
addressed  to  the  Issuer  to  the  effect that such restrictions are no longer
required  to  ensure compliance with the Securities Act or (C) upon the Issuer's
receipt  of  other  evidence  reasonably  satisfactory  to  the Issuer that such
registration  is  not  required.  Whenever  such  restrictions  shall  cease and
terminate  as  to  any  such securities, the Holder thereof shall be entitled to
receive  from  the Issuer (or its transfer agent and registrar), without expense
(other than applicable transfer taxes, if any), new Warrants (or, in the case of
shares  of  Warrant Stock, new stock certificates) of like tenor not bearing the
applicable  legends  required by paragraph (ii) above relating to the Securities
Act  and  state  securities  laws.
     (f)     Continuing Rights of Holder.  The Issuer will, at the time of or at
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any  time  after  each  exercise of this Warrant, upon the request of the Holder
hereof  or of any shares of Warrant Stock issued upon such exercise, acknowledge
in  writing  the  extent, if any, of its continuing obligation to afford to such
Holder  all rights to which such Holder shall continue to be entitled after such
exercise in accordance with the terms of this Warrant, provided that if any such
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Holder  shall  fail  to  make any such request, the failure shall not affect the
continuing  obligation  of  the  Issuer  to  afford  such rights to such Holder.
     3.     Stock  Fully  Paid:  Reservation  and  Listing of Shares: Covenants.
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(a)     Stock Fully Paid.  The Issuer represents, warrants, covenants and agrees
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that  all  shares of Warrant Stock which may be issued upon the exercise of this
Warrant  or otherwise hereunder will, upon issuance, be duly authorized, validly
issued, fully paid and non-assessable and free from all taxes, liens and charges
created  by  or  through  Issuer.  The  Issuer further covenants and agrees that
during the period within which this Warrant may be exercised, the Issuer will at
all  times  have  authorized  and  reserved  for  the  purpose of the issue upon
exercise  of  this  Warrant  a  sufficient  number  of shares of Common Stock to
provide  for  the  exercise  of  this  Warrant.
     (b)     Reservation.  If any shares of Common Stock required to be reserved
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for  issuance  upon  exercise of this Warrant or as otherwise provided hereunder
require  registration or qualification with any governmental authority under any
federal  or  state  law  before such shares may be so issued, the Issuer will in
good  faith  use its best efforts as expeditiously as possible at its expense to
cause  such shares to be duly registered or qualified.  If the Issuer shall list
any  shares of Common Stock on any securities exchange or market it will, at its
expense,  list  thereon,  maintain and increase when necessary such listing, of,
all  shares  of  Warrant  Stock  from  time to time issued upon exercise of this
Warrant or as otherwise provided hereunder, and, to the extent permissible under
the  applicable  securities exchange rules, all unissued shares of Warrant Stock
which  are at any time issuable hereunder, so long as any shares of Common Stock
shall be so listed.  The Issuer will also so list on each securities exchange or
market, and will maintain such listing of, any other securities which the Holder
of  this  Warrant shall be entitled to receive upon the exercise of this Warrant
if  at  the  time  any  securities  of  the  same  class shall be listed on such
securities  exchange  or  market  by  the  Issuer.
(c)     Covenants.  The  Issuer  shall  not  by  any  action  including, without
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limitation,  amending  the  Certificate  of  Incorporation or the by-laws of the
Issuer,  or  through  any  reorganization,  transfer  of  assets, consolidation,
merger,  dissolution,  issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and  in  the  taking  of  all such actions as may be necessary or appropriate to
protect  the  rights  of  the  Holder  hereof  against  dilution  (to the extent
specifically provided herein) or impairment.  Without limiting the generality of
the  foregoing,  the  Issuer  will  (i) not permit the par value, if any, of its
Common  Stock  to  exceed  the  then  effective Warrant Price, (ii) not amend or
modify  any  provision  of  the  Certificate  of Incorporation or by-laws of the
Issuer  in  any  manner  that  would  adversely  affect  in  any way the powers,
preferences  or  relative participating, optional or other special rights of the
Common  Stock  or  which would adversely affect the rights of the Holders of the
Warrants,  (iii)  take  all  such action as may be reasonably necessary in order
that  the  Issuer  may  validly  and  legally issue fully paid and nonassessable
shares  of  Common  Stock, free and clear of any liens, claims, encumbrances and
restrictions  (other than as provided herein) upon the exercise of this Warrant,
and  (iv)  use its best efforts to obtain all such authorizations, exemptions or
consents  from  any public regulatory body having jurisdiction thereof as may be
reasonably  necessary to enable the Issuer to perform its obligations under this
Warrant.
(d)     Loss,  Theft,  Destruction  of  Warrants.  Upon  receipt  of  evidence
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satisfactory  to the Issuer of the ownership of and the loss, theft, destruction
or  mutilation  of  any  Warrant  and,  in  the  case of any such loss, theft or
destruction,  upon  receipt  of indemnity or security satisfactory to the Issuer
or,  in the case of any such mutilation, upon surrender and cancellation of such
Warrant,  the  Issuer  will  make  and  deliver,  in  lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right  to  purchase  the  same  number  of  shares  of  Common  Stock.
(e)     Rights  and  Obligations  under  the Registration Rights Agreement.  The
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Warrant  Stock  are  entitled  to  the  benefits and subject to the terms of the
Registration  Rights Agreement dated as of even date herewith between the Issuer
and  the  Holders listed on the signature pages thereof (as amended from time to
time,  the  "Registration Rights Agreement").  The Issuer shall keep or cause to
be kept a copy of the Registration Rights Agreement, and any amendments thereto,
at  its chief executive office and shall furnish, without charge, copies thereof
to  the  Holder  upon  request.
4.     Adjustment  of  Warrant  Price  and Warrant Share Number.  The number and
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kind of Securities purchasable upon the exercise of this Warrant and the Warrant
Price  shall  be  subject  to adjustment from time to time upon the happening of
certain  events  as  follows:
(a)     Recapitalization,  Reorganization,  Reclassification,  Consolidation,
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Merger  or Sale.  (i)  In case the Issuer after the Original Issue Date shall do
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any  of the following (each, a "Triggering Event") (a) consolidate with or merge
into  any  other  Person and the Issuer shall not be the continuing or surviving
corporation  of  such consolidation or merger, or (b) permit any other Person to
consolidate with or merge into the Issuer and the Issuer shall be the continuing
or  surviving  Person  but, in connection with such consolidation or merger, any
Capital Stock of the Issuer shall be changed into or exchanged for Securities of
any  other  Person  or  cash  or  any  other  property,  or  (c) transfer all or
substantially all of its properties or assets to any other Person, or (d) effect
a  capital reorganization or reclassification of its Capital Stock, then, and in
the  case of each such Triggering Event, proper provision shall be made so that,
upon  the  basis  and  the terms and in the manner provided in this Warrant, the
Holder  of  this  Warrant  shall be entitled (x) upon the exercise hereof at any
time after the consummation of such Triggering Event, to the extent this Warrant
is  not  exercised  prior to such Triggering Event, or is redeemed in connection
with  such  Triggering  Event,  to receive at the Warrant Price in effect at the
time  immediately  prior to the consummation of such Triggering Event in lieu of
the  Common  Stock  issuable  upon  such  exercise of this Warrant prior to such
Triggering  Event,  the Securities, cash and property to which such Holder would
have been entitled upon the consummation of such Triggering Event if such Holder
had  exercised the rights represented by this Warrant immediately prior thereto,
subject  to  adjustments  and increases (subsequent to such corporate action) as
nearly  equivalent  as  possible  to  the  adjustments provided for in Section 4
hereof  or  (y)  to  sell this Warrant (or, at such Holder's election, a portion
hereof) to the Person continuing after or surviving such Triggering Event, or to
the  Issuer  (if  Issuer is the continuing or surviving Person) at a sales price
equal to the amount of cash, property and/or Securities to which a holder of the
number  of shares of Common Stock which would otherwise have been delivered upon
the exercise of this Warrant would have been entitled upon the effective date or
closing  of  any  such  Triggering  Event  (the "Event Consideration"), less the
amount  or  portion of such Event Consideration having a fair value equal to the
aggregate  Warrant  Price  applicable  to  this Warrant or the portion hereof so
sold.
(ii)     Notwithstanding anything contained in this Warrant to the contrary, the
Issuer  will  not  effect any Triggering Event unless, prior to the consummation
thereof,  each  Person  (other than the Issuer) which may be required to deliver
any  Securities,  cash or property upon the exercise of this Warrant as provided
herein  shall  assume,  by  written  instrument  delivered  to,  and  reasonably
satisfactory  to,  the Holder of this Warrant, (A) the obligations of the Issuer
under  this  Warrant  (and  if the Issuer shall survive the consummation of such
Triggering Event, such assumption shall be in addition to, and shall not release
the  Issuer  from,  any continuing obligations of the Issuer under this Warrant)
and (B) the obligation to deliver to such Holder such shares of Securities, cash
or  property  as, in accordance with the foregoing provisions of this subsection
(a),  such  Holder  shall  be  entitled  to  receive, and such Person shall have
similarly  delivered to such Holder an opinion of counsel for such Person, which
counsel  shall  be  reasonably  satisfactory  to  such Holder, stating that this
Warrant  shall thereafter continue in full force and effect and the terms hereof
(including,  without  limitation,  all of the provisions of this subsection (a))
shall be applicable to the Securities, cash or property which such Person may be
required  to  deliver  upon  any exercise of this Warrant or the exercise of any
rights  pursuant  hereto.
(iii)     If  with  respect  to any Triggering Event, the Holder of this Warrant
has  exercised  its  right as provided in clause (y) of subparagraph (i) of this
subsection (a) to sell this Warrant or a portion thereof, the Issuer agrees that
as a condition to the consummation of any such Triggering Event the Issuer shall
secure  such right of Holder to sell this Warrant to the Person continuing after
or  surviving  such  Triggering  Event  and the Issuer shall not effect any such
Triggering Event unless upon or prior to the consummation thereof the amounts of
cash, property and/or Securities required under such clause (y) are delivered to
the  Holder  of this Warrant.  The obligation of the Issuer to secure such right
of the Holder to sell this Warrant shall be subject to such Holder's cooperation
with  the  Issuer,  including,  without  limitation,  the  giving  of  customary
representations  and  warranties  to  the  purchaser in connection with any such
sale.  Prior notice of any Triggering Event shall be given to the Holder of this
Warrant  in  accordance  with  Section  11  hereof.
(b)     Subdivision  or Combination of Shares.  If the Issuer, at any time while
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this  Warrant  is  outstanding,  shall subdivide or combine any shares of Common
Stock,  (i)  in  case  of  subdivision  of  shares,  the  Warrant Price shall be
proportionately reduced (as at the effective date of such subdivision or, if the
Issuer  shall take a record of Holders of its Common Stock for the purpose of so
subdividing,  as at the applicable record date, whichever is earlier) to reflect
the  increase  in  the  total  number of shares of Common Stock outstanding as a
result  of such subdivision, or (ii) in the case of a combination of shares, the
Warrant  Price  shall  be proportionately increased (as at the effective date of
such  combination or, if the Issuer shall take a record of Holders of its Common
Stock  for  the  purpose  of  so  combining,  as  at the applicable record date,
whichever  is earlier) to reflect the reduction in the total number of shares of
Common  Stock  outstanding  as  a  result  of  such  combination.
(c)     Certain  Dividends  and Distributions.  If the Issuer, at any time while
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this  Warrant  is  outstanding,  shall:
(i)     Stock  Dividends.  Pay  a dividend in, or make any other distribution to
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its  stockholders  (without  consideration therefor) of, shares of Common Stock,
the  Warrant  Price  shall  be  adjusted, as at the date the Issuer shall take a
record of the Holders of the Issuer's Capital Stock for the purpose of receiving
such  dividend  or  other distribution (or if no such record is taken, as at the
date  of  such  payment  or  other  distribution),  to  that price determined by
multiplying  the  Warrant  Price in effect immediately prior to such record date
(or  if no such record is taken, then immediately prior to such payment or other
distribution),  by  a  fraction  (1)  the  numerator of which shall be the total
number  of shares of Common Stock outstanding immediately prior to such dividend
or  distribution,  and (2) the denominator of which shall be the total number of
shares  of  Common  Stock  outstanding  immediately  after  such  dividend  or
distribution (plus in the event that the Issuer paid cash for fractional shares,
the number of additional shares which would have been outstanding had the Issuer
issued  fractional  shares  in  connection  with  said  dividends);  or
(ii)     Other  Dividends.  Pay  a  dividend on, or make any distribution of its
         ----------------
assets upon or with respect to (including, but not limited to, a distribution of
its  property  as  a dividend in liquidation or partial liquidation or by way of
return  of  capital), the Common Stock (other than as described in clause (i) of
this  subsection  (c)),  or in the event that the Company shall offer options or
rights  to  subscribe  for  shares  of  Common  Stock, or issue any Common Stock
Equivalents,  to all of its holders of Common Stock, then on the record date for
such  payment, distribution or offer or, in the absence of a record date, on the
date  of  such payment, distribution or offer, the Holder shall receive what the
Holder  would  have  received  had it exercised this Warrant in full immediately
prior  to  the  record  date  of  such payment, distribution or offer or, in the
absence  of  a  record  date,  immediately  prior  to  the date of such payment,
distribution  or  offer.
     (d)     Other  Provisions  Applicable  to Adjustments Under this Section 4.
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The following provisions shall be applicable to the making of adjustments in the
Warrant  Price  hereinbefore  provided  in  Section  4:
     (i)     Computation  of  Consideration.  The  consideration received by the
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Issuer  shall  be  deemed to be the following: to the extent that any Additional
Shares  of  Common  Stock  or any Common Stock Equivalents shall be issued for a
cash  consideration,  the  consideration  received by the Issuer therefor, or if
such  Additional  Shares of Common Stock or Common Stock Equivalents are offered
by  the  Issuer for subscription, the subscription price, or, if such Additional
Shares  of  Common Stock or Common Stock Equivalents are sold to underwriters or
dealers for public offering without a subscription offering, the public offering
price,  in  any  such  case excluding any amounts paid or receivable for accrued
interest  or  accrued  dividends  and  without  deduction  of  any compensation,
discounts,  commissions,  or  expenses  paid or incurred by the Issuer for or in
connection  with  the  underwriting  thereof or otherwise in connection with the
issue  thereof;  to  the  extent that such issuance shall be for a consideration
other  than  cash, then, except as herein otherwise expressly provided, the fair
market value of such consideration at the time of such issuance as determined in
good  faith by the Board.  The consideration for any Additional Shares of Common
Stock  issuable  pursuant  to  any  Common  Stock  Equivalents  shall  be  the
consideration  received by the Issuer for issuing such Common Stock Equivalents,
plus  the  additional  consideration  payable  to  the Issuer upon the exercise,
conversion  or  exchange  of  such  Common  Stock  Equivalents.  In  case of the
issuance  at  any  time of any Additional Shares of Common Stock or Common Stock
Equivalents in payment or satisfaction of any dividend upon any class of Capital
Stock  of the Issuer other than Common Stock, the Issuer shall be deemed to have
received  for such Additional Shares of Common Stock or Common Stock Equivalents
a  consideration  equal to the amount of such dividend so paid or satisfied.  In
any  case  in which the consideration to be received or paid shall be other than
cash,  the Board shall notify the Holder of this Warrant of its determination of
the  fair  market  value  of  such  consideration  prior to payment or accepting
receipt  thereof.  If,  within  thirty  days  after  receipt of said notice, the
Majority  Holders  shall  notify the Board in writing of their objection to such
determination,  a  determination  of the fair market value of such consideration
shall  be made by an Independent Appraiser selected by the Majority Holders with
the  approval  of the Board (which approval shall not be unreasonably withheld),
whose  fees  and  expenses  shall  be  paid  by  the  Issuer.
(ii)     Readjustment  of  Warrant Price.  Upon the expiration or termination of
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the  right  to  convert,  exchange  or  exercise any Common Stock Equivalent the
issuance  of  which  effected an adjustment in the Warrant Price, if such Common
Stock  Equivalent  shall  not have been converted, exercised or exchanged in its
entirety,  the  number  of  shares  of  Common  Stock  deemed  to  be issued and
outstanding  by  reason  of  the  fact  that they were issuable upon conversion,
exchange  or  exercise  of  any  such Common Stock Equivalent shall no longer be
computed as set forth above, and the Warrant Price shall forthwith be readjusted
and  thereafter  be the price which it would have been (but reflecting any other
adjustments in the Warrant Price made pursuant to the provisions of this Section
4  after the issuance of such Common Stock Equivalent) had the adjustment of the
Warrant Price been made in accordance with the issuance or sale of the number of
Additional  Shares  of Common Stock actually issued upon conversion, exchange or
issuance  of  such  Common  Stock  Equivalent  and  thereupon only the number of
Additional  Shares  of  Common  Stock actually so issued shall be deemed to have
been issued and only the consideration actually received by the Issuer (computed
as  in  clause (i) of this subsection (g)) shall be deemed to have been received
by  the  Issuer.
(iii)     Outstanding Common Stock.  The number of shares of Common Stock at any
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time  outstanding  shall  (A)  not  include  any shares thereof then directly or
indirectly  owned  or  held  by  or  for the account of the Issuer or any of its
Subsidiaries,  and  (B)  be  deemed  to  include all shares of Common Stock then
issuable  upon  conversion,  exercise or exchange of any then outstanding Common
Stock  Equivalents  or  any  other  evidences of Indebtedness, shares of Capital
Stock  or  other  Securities which are or may be at any time convertible into or
exchangeable  for  shares  of  Common  Stock  or  Other  Common  Stock.
(e)     Other  Action  Affecting Common Stock.  In case after the Original Issue
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Date  the Issuer shall take any action affecting its Common Stock, other than an
action  described  in  any  of the foregoing subsections (a) through (d) of this
Section  4,  inclusive,  and the failure to make any adjustment would not fairly
protect  the  purchase rights represented by this Warrant in accordance with the
essential  intent  and principle of this Section 4, then the Warrant Price shall
be  adjusted  in  such  manner  and  at such time as the Board may in good faith
determine  to  be  equitable  in  the  circumstances.
(f)     Adjustment of Warrant Share Number.  Upon each adjustment in the Warrant
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Price pursuant to any of the foregoing provisions of this Section 4, the Warrant
Share  Number  shall be adjusted, to the nearest one hundredth of a whole share,
to  the  product  obtained  by  multiplying the Warrant Share Number immediately
prior  to  such  adjustment in the Warrant Price by a fraction, the numerator of
which  shall  be  the  Warrant  Price  immediately  before giving effect to such
adjustment  and  the denominator of which shall be the Warrant Price immediately
after giving effect to such adjustment.  If the Issuer shall be in default under
any  provision  contained  in Section 3 of this Warrant so that shares issued at
the  Warrant  Price  adjusted  in  accordance  with  this Section 4 would not be
validly  issued,  the adjustment of the Warrant Share Number provided for in the
foregoing  sentence  shall  nonetheless  be  made and the Holder of this Warrant
shall  be entitled to purchase such greater number of shares at the lowest price
at  which  such  shares  may  then be validly issued under applicable law.  Such
exercise  shall  not constitute a waiver of any claim arising against the Issuer
by  reason  of  its  default  under  Section  3  of  this  Warrant.
(g)     Form of Warrant after Adjustments.  The form of this Warrant need not be
        ---------------------------------
changed  because  of any adjustments in the Warrant Price or the number and kind
of  Securities  purchasable  upon  the  exercise  of  this  Warrant.
5.     Notice  of  Adjustments.  Whenever  the  Warrant  Price  or Warrant Share
       -----------------------
Number  shall  be  adjusted  pursuant  to Section 4 hereof (for purposes of this
Section  5,  each  an  "adjustment"), the Issuer shall cause its Chief Financial
Officer  to  prepare  and  execute  a  certificate  setting forth, in reasonable
detail,  the  event  requiring the adjustment, the amount of the adjustment, the
method  by  which such adjustment was calculated (including a description of the
basis  on  which  the  Board  made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause  copies  of such certificate to be delivered to the Holder of this Warrant
promptly  after  each adjustment.  Any dispute between the Issuer and the Holder
of this Warrant with respect to the matters set forth in such certificate may at
the  option  of  the  Holder of this Warrant be submitted to one of the national
accounting  firms  currently  known  as  the  "big five" selected by the Holder,
provided  that  the Issuer shall have ten days after receipt of notice from such
     ---
Holder  of  its  selection  of  such  firm to object thereto, in which case such
Holder shall select another such firm and the Issuer shall have no such right of
objection.  The  firm  selected by the Holder of this Warrant as provided in the
preceding  sentence  shall be instructed to deliver a written opinion as to such
matters  to the Issuer and such Holder within thirty days after submission to it
of such dispute.  Such opinion shall be final and binding on the parties hereto.
The  fees  and  expenses  of  such  accounting firm shall be paid by the Issuer.
6.     Fractional  Shares.  No fractional shares of Warrant Stock will be issued
       ------------------
in  connection  with and exercise hereof, but in lieu of such fractional shares,
the  Issuer shall make a cash payment therefor equal in amount to the product of
the applicable fraction multiplied by the Per Share Market Value then in effect.
7.     Warrant  Exercise  Restriction.  Notwithstanding anything to the contrary
       ------------------------------
set forth in this Warrant, at no time may a holder of this Warrant exercise this
Warrant,  or  a  portion  hereof,  if the number of shares of Common Stock to be
issued  pursuant  to  such exercise would exceed, when aggregated with all other
shares  of  Common Stock owned by such holder at such time, would result in such
holder  owning more than 9.99% of all of the Common Stock issued and outstanding
at  such  time;  provided, however, that upon a holder of this Warrant providing
                 --------
the  Issuer  with  75  days  notice (pursuant to Section 11 hereof) (the "Waiver
Notice")  that  such  holder  would like to waive Section 7 of this Warrant with
regard  to  any  or  all  shares  of  Common Stock issuable upon exercise of the
Warrant, this Section 7 will be of no further force or effect with regard to the
number  of shares exercisable pursuant to the Warrant, or the applicable portion
thereof,  referenced  in  the  Waiver  Notice.
8.     Definitions.  For  the purposes of this Warrant, the following terms have
       -----------
the  following  meanings:
          "Additional  Shares  of Common Stock" means all shares of Common Stock
issued  by  the  Issuer  after  the Original Issue Date, and all shares of Other
Common,  if  any, issued by the Issuer after the Original Issue Date, except (i)
Warrant  Stock,  (ii) any shares of Common Stock issuable upon conversion of the
Notes  pursuant  to  the  Purchase  Agreement,  (iii) any shares of Common Stock
issuable  upon  conversion  of the promissory notes and exercise of the warrants
issued  pursuant  to  the Convertible Note Purchase Agreement dated December 12,
2000, (iv) any shares of Common Stock issuable upon conversion of the promissory
note  and  exercise  of  the  warrant  issued  pursuant  to the Convertible Note
Purchase  Agreement dated July 26, 2001, (v) shares of Common Stock to be issued
pursuant  to  the  Agreement  and Release, dated March 1, 2001, by and among the
Issuer, American Industries, Inc. and various other parties thereto, (vi) shares
of Common Stock to be issued pursuant to the Second OEM Amendment, dated October
25,  2000,  between  the  Issuer and Artifex Software, Inc. and (vii) options or
warrants  or rights to purchase stock issued to officers and/or directors of the
Maker  and  any  shares  of  Common  Stock  issuable  upon exercise of the Stock
Options.
     "Board"  shall  mean  the  Board  of  Directors  of  the  Issuer.
"Capital  Stock"  means  and  includes  (i)  any  and  all  shares,  interests,
participations  or  other  equivalents  of  or interests in (however designated)
corporate  stock,  including,  without  limitation,  shares  of  preferred  or
preference stock, (ii) all partnership interests (whether general or limited) in
any  Person  which  is  a partnership, (iii) all membership interests or limited
liability  company  interests  in  any  limited  liability company, and (iv) all
equity  or  ownership  interests  in  any  Person  of  any  other  type.
"Certificate  of  Incorporation"  means  the Certificate of Incorporation of the
Issuer  as  in  effect on the Original Issue Date, and as hereafter from time to
time  amended,  modified,  supplemented or restated in accordance with the terms
hereof  and  thereof  and  pursuant  to  applicable  law.
"Original  Issue  Date"  means  November  7,  2001.
"Common  Stock"  means  the Common Stock, $.005 par value, of the Issuer and any
other  Capital  Stock  into  which  such  stock  may  hereafter  be  changed.
"Common  Stock  Equivalent" means any Convertible Security or warrant, option or
other  right  to subscribe for or purchase any Additional Shares of Common Stock
or  any  Convertible  Security.
"Convertible  Securities"  means the Notes, evidences of Indebtedness, shares of
Capital  Stock  or  other Securities which are or may be at any time convertible
into  or  exchangeable  for  Additional  Shares  of  Common  Stock.  The  term
"Convertible  Security"  means  one  of  the  Convertible  Securities.
"Governmental  Authority"  means any governmental, regulatory or self-regulatory
entity,  department,  body,  official,  authority,  commission, board, agency or
instrumentality,  whether  federal,  state  or  local,  and  whether domestic or
foreign.
"Holders"  mean  the  Persons  who shall from time to time own any Warrant.  The
term  "Holder"  means  one  of  the  Holders.
"Independent  Appraiser"  means  a  nationally  recognized  or  major  regional
investment  banking  firm or firm of independent certified public accountants of
recognized standing (which may be the firm that regularly examines the financial
statements  of  the  Issuer)  that  is  regularly  engaged  in  the  business of
appraising  the  Capital  Stock  or  assets of corporations or other entities as
going concerns, and which is not affiliated with either the Issuer or the Holder
of  any  Warrant.
"Issuer" means Imaging Technologies Corporation, a Delaware corporation, and its
successors.
"Majority  Holders"  means at any time the Holders of Warrants exercisable for a
majority  of the shares of Warrant Stock issuable under the Warrants at the time
outstanding.
"NASDAQ"  means  the  National  Association  of  Securities  Dealers  Automated
Quotation  System.
"Notes"  means  the convertible promissory notes issued pursuant to the Purchase
Agreement.
"Other  Common"  means  any other Capital Stock of the Issuer of any class which
shall  be  authorized  at  any  time  after the date of this Warrant (other than
Common  Stock) and which shall have the right to participate in the distribution
of  earnings  and  assets  of  the  Issuer  without  limitation  as  to  amount.
"Person"  means  an  individual,  corporation,  limited  liability  company,
partnership,  joint  stock  company,  trust,  unincorporated organization, joint
venture,  Governmental  Authority  or  other  entity  of  whatever  nature.
"Per  Share Market Value" means on any particular date (a) the closing bid price
per  share  of the Common Stock on such date on The Nasdaq Small-Cap Market, the
Nasdaq  National Market or other registered national stock exchange on which the
Common  Stock is then listed or if there is no such price on such date, then the
closing  bid  price  on  such  exchange  or quotation system on the date nearest
preceding such date, or (b) if the Common Stock is not listed then on The Nasdaq
Small-Cap  Market,  the  Nasdaq National Market or any registered national stock
exchange,  the  closing  bid  price  for  a  share  of  Common  Stock  in  the
over-the-counter  market,  as  reported  by  NASDAQ or in the National Quotation
Bureau  Incorporated  or  similar  organization  or  agency  succeeding  to  its
functions  of reporting prices) at the close of business on such date, or (c) if
the  Common  Stock  is  not  then  reported  by  the  National  Quotation Bureau
Incorporated  (or  similar organization or agency succeeding to its functions of
reporting  prices), then the average of the "Pink Sheet" quotes for the relevant
conversion  period,  as  determined  in  good faith by the holder, or (d) if the
Common  Stock  is  not  then publicly traded the fair market value of a share of
Common Stock as determined by an Independent Appraiser selected in good faith by
the  Majority  Holders; provided, however, that the Issuer, after receipt of the
                        --------  -------
determination  by  such Independent Appraiser, shall have the right to select an
additional  Independent Appraiser, in which case, the fair market value shall be
equal  to  the average of the determinations by each such Independent Appraiser;
and  provided,  further  that  all  determinations of the Per Share Market Value
     --------   -------
shall  be  appropriately adjusted for any stock dividends, stock splits or other
similar transactions during such period.  The determination of fair market value
by  an  Independent  Appraiser  shall be based upon the fair market value of the
Issuer  determined  on  a  going  concern basis as between a willing buyer and a
willing  seller  and  taking  into account all relevant factors determinative of
value,  and  shall be final and binding on all parties.  In determining the fair
market  value  of any shares of Common Stock, no consideration shall be given to
any  restrictions  on  transfer  of  the Common Stock imposed by agreement or by
federal  or  state  securities  laws,  or to the existence or absence of, or any
limitations  on,  voting  rights.
"Purchase  Agreement"  means the Convertible Note Purchase Agreement dated as of
November  7,  2001  among  the  Issuer  and  the  purchaser  named  therein.
"Registration  Rights  Agreement"  has  the  meaning  specified  in Section 3(e)
hereof.
"Securities"  means  any debt or equity securities of the Issuer, whether now or
hereafter  authorized,  any  instrument  convertible  into  or  exchangeable for
Securities  or a Security, and any option, warrant or other right to purchase or
acquire  any  Security.  "Security"  means  one  of  the  Securities.
"Securities  Act"  means  the Securities Act of 1933, as amended, or any similar
federal  statute  then  in  effect.
"Stock  Options"  means options to purchase shares of Common Stock issued by the
Issuer  on  the  Original  Issue  Date to certain members of the Issuer's senior
management,  as  the  same  may  from  time  to  time  be  amended,  modified or
supplemented  in  accordance  with  their  terms.
"Subsidiary"  means  any  corporation  at  least 50% of whose outstanding Voting
Stock  shall at the time be owned directly or indirectly by the Issuer or by one
or  more  of  its  Subsidiaries,  or  by  the  Issuer  and  one  or  more of its
Subsidiaries.
"Trading  Day" means (a) a day on which the Common Stock is traded on The Nasdaq
Small-Cap  Market, the Nasdaq National Market or other registered national stock
exchange  on  which the Common Stock has been listed, or (b) if the Common Stock
is  not listed on The Nasdaq Small-Cap Market, the Nasdaq National Market or any
registered national stock exchange, a day or which the Common Stock is traded in
the  over-the-counter  market,  as reported by the OTC Bulletin Board, or (c) if
the  Common  Stock  is  not quoted on the OTC Bulletin Board, a day on which the
Common  Stock  is  quoted  in  the  over-the-counter  market  as reported by the
National  Quotation  Bureau  Incorporated (or any similar organization or agency
succeeding  its  functions  of reporting prices); provided, however, that in the
                                                  --------  -------
event that the Common Stock is not listed or quoted as set forth in (a), (b) and
(c)  hereof, then Trading Day shall mean any day except Saturday, Sunday and any
day which shall be a legal holiday or a day on which banking institutions in the
State  of  New York are authorized or required by law or other government action
to  close.
"Term"  has  the  meaning  specified  in  Section  1  hereof.
"Voting  Stock",  as  applied  to  the  Capital  Stock of any corporation, means
Capital  Stock  of  any  class  or  classes (however designated) having ordinary
voting  power  for  the  election  of  a majority of the members of the Board of
Directors  (or  other  governing  body)  of such corporation, other than Capital
Stock  having  such  power  only  by  reason  of the happening of a contingency.
"Warrants"  means  the  Warrants  issued  and  sold  pursuant  to  the  Purchase
Agreement,  including,  without limitation, this Warrant, and any other warrants
of like tenor issued in substitution or exchange for any thereof pursuant to the
provisions  of  Section  2(c),  2(d)  or  2(e)  hereof  or  of any of such other
Warrants.
"Warrant  Price"  means initially $.038, as such price may be adjusted from time
to  time  as  shall  result  from the adjustments specified in Section 4 hereof.
"Warrant  Share  Number"  means  at  any  time the aggregate number of shares of
Warrant Stock which may at such time be purchased upon exercise of this Warrant,
after  giving  effect to all prior adjustments and increases to such number made
or  required  to  be  made  under  the  terms  hereof.
"Warrant  Stock"  means  Common  Stock  issuable upon exercise of any Warrant or
Warrants  or  otherwise  issuable  pursuant  to  any  Warrant  or  Warrants.
     8.     Other  Notices.  In  case  at  any  time:
            --------------
(A)     the  Issuer shall make any distributions to the holders of Common Stock;
or
(B)     the  Issuer  shall  authorize  the granting to all holders of its Common
Stock  of rights to subscribe for or purchase any shares of Capital Stock of any
class  or  of  any  Common  Stock Equivalents or Convertible Securities or other
rights;  or
(C)     there  shall be any reclassification of the Capital Stock of the Issuer;
or

(D)     there  shall  be  any  capital  reorganization  by  the  Issuer;  or
(E)     there  shall  be any (i) consolidation or merger involving the Issuer or
(ii)  sale,  transfer  or  other  disposition of all or substantially all of the
Issuer's  property,  assets or business (except a merger or other reorganization
in which the Issuer shall be the surviving corporation and its shares of Capital
Stock shall continue to be outstanding and unchanged and except a consolidation,
merger,  sale,  transfer  or  other  disposition  involving  a  wholly-owned
Subsidiary);  or
(F)     there  shall  be  a voluntary or involuntary dissolution, liquidation or
winding-up  of  the  Issuer  or  any  partial  liquidation  of  the  Issuer  or
distribution  to  holders  of  Common  Stock;
then,  in each of such cases, the Issuer shall give written notice to the Holder
of  the  date on which (i) the books of the Issuer shall close or a record shall
be  taken  for  such  dividend, distribution or subscription rights or (ii) such
reorganization,  reclassification,  consolidation,  merger,  disposition,
dissolution,  liquidation  or  winding-up, as the case may be, shall take place.
Such  notice also shall specify the date as of which the holders of Common Stock
of  record  shall  participate  in  such  dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities  or  other  property  deliverable  upon  such  reorganization,
reclassification,  consolidation,  merger, disposition, dissolution, liquidation
or  winding-up,  as the case may be.  Such notice shall be given at least twenty
days  prior to the action in question and not less than twenty days prior to the
record  date  or  the  date  on  which the Issuer's transfer books are closed in
respect thereto.  The Issuer shall give to the Holder notice of all meetings and
actions  by  written  consent  of its stockholders, at the same time in the same
manner  as  notice  of  any  meetings of stockholders is required to be given to
stockholders  who do not waive such notice (or, if such requires no notice, then
two Trading Days written notice thereof describing the matters upon which action
is  to  be  taken).  The Holder shall have the right to send two representatives
selected  by  it to each meeting, who shall be permitted to attend, but not vote
at, such meeting and any adjournments thereof.  This Warrant entitles the Holder
to receive copies of all financial and other information distributed or required
to  be  distributed  to  the  holders  of  the  Common  Stock.
     9.     Amendment and Waiver.  Any term, covenant, agreement or condition in
            --------------------
this  Warrant  may  be  amended,  or  compliance therewith may be waived (either
generally  or  in  a  particular  instance  and  either  retroactively  or
prospectively),  by  a written instrument or written instruments executed by the
Issuer  and  the  Majority Holders; provided, however, that no such amendment or
                                    --------  -------
waiver  shall  reduce  the  Warrant  Share  number,  increase the Warrant Price,
shorten  the  period  during  which  this Warrant may be exercised or modify any
provision  of  this Section 9 without the consent of the Holder of this Warrant.
10.     Governing  Law.  THIS  WARRANT  SHALL  BE  GOVERNED  BY AND CONSTRUED IN
        --------------
ACCORDANCE  WITH  THE  LAWS  OF  THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
PRINCIPLES  OF  CONFLICTS  OF  LAW.
11.     Notices.  Any  and  all  notices  or  other communications or deliveries
        -------
required  or permitted to be provided hereunder shall be in writing and shall be
deemed  given  and  effective on the earlier of (i) the date of transmission, if
such  notice  or  communication  is  delivered  via  facsimile  at the facsimile
telephone number specified for notice prior to 5:00 p.m., New York City time, on
a  Business  Day,  (ii) the Business Day after the date of transmission, if such
notice  or  communication  is delivered via facsimile at the facsimile telephone
number  specified  for  notice  later than 5:00 p.m., New York City time, on any
date  and  earlier  than 11:59 p.m., New York City time, on such date, (iii) the
Business  Day  following  the  date of mailing, if sent by nationally recognized
overnight  courier  service  or  (iv)  actual  receipt by the party to whom such
notice  is required to be given.  The addresses for such communications shall be
with  respect  to the Holder of this Warrant or of Warrant Stock issued pursuant
hereto,  addressed  to such Holder at its last known address or facsimile number
appearing  on  the  books  of  the  Issuer maintained for such purposes, or with
respect  to  the  Issuer,  addressed  to:
     Imaging  Technologies  Corporation
15175  Innovation  Drive
San  Diego,  California  92128
Attention:  Chief  Executive  Officer
     Facsimile  No.:  (858)  613-1300
or to such other address or addresses or facsimile number or numbers as any such
party  may  most recently have designated in writing to the other parties hereto
by  such  notice.  Copies  of  notices  to the Holder shall be sent to Jenkens &
Gilchrist  Parker  Chapin  LLP, 405 Lexington Avenue, New York, New York, 10174,
Attention:  Christopher  S.  Auguste,  Facsimile  No.:  (212)  704-6288.

     12.     Warrant Agent.  The Issuer may, by written notice to each Holder of
             -------------
this  Warrant,  appoint  an agent having an office in New York, New York for the
purpose  of  issuing  shares  of  Warrant  Stock on the exercise of this Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to  subsection  (d)  of  Section  2 hereof or replacing this Warrant pursuant to
subsection  (d) of Section 3 hereof, or any of the foregoing, and thereafter any
such  issuance,  exchange  or  replacement, as the case may be, shall be made at
such  office  by  such  agent.
13.     Remedies.  The  Issuer stipulates that the remedies at law of the Holder
        --------
of  this Warrant in the event of any default or threatened default by the Issuer
in  the  performance  of or compliance with any of the terms of this Warrant are
not  and  will not be adequate and that, to the fullest extent permitted by law,
such terms may be specifically enforced by a decree for the specific performance
of any agreement contained herein or by an injunction against a violation of any
of  the  terms  hereof  or  otherwise.
14.     Successors  and  Assigns.  This  Warrant and the rights evidenced hereby
        ------------------------
shall  inure to the benefit of and be binding upon the successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant  Stock  issued  pursuant  hereto,  and  shall be enforceable by any such
Holder  or  Holder  of  Warrant  Stock
15.     Modification  and  Severability.  If,  in any action before any court or
        -------------------------------
agency  legally  empowered  to  enforce  any  provision  contained  herein,  any
provision  hereof  is  found  to  be unenforceable, then such provision shall be
deemed  modified to the extent necessary to make it enforceable by such court or
agency.  If  any such provision is not enforceable as set forth in the preceding
sentence,  the  unenforceability  of  such  provision shall not affect the other
provisions  of  this  Warrant,  but  this  Warrant shall be construed as if such
unenforceable  provision  had  never  been  contained  herein.
     16.     Headings.  The  headings  of  the  Sections of this Warrant are for
             --------
convenience  of  reference only and shall not, for any purpose, be deemed a part
of  this  Warrant.
     IN  WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and
year  first  above  written.
     IMAGING  TECHNOLOGIES  CORPORATION
By:__________________________
           Brian  Bonar,
           Chief  Executive  Officer


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