EXHIBIT 10(B)

                          SECURITIES PURCHASE AGREEMENT
SECURITIES  PURCHASE AGREEMENT (this "Agreement"), dated as of January 22, 2002,
by  and  among  Imaging  Technologies  Corporation, a Delaware corporation, with
headquarters  located  at  15175  Innovation Drive, San Diego, California  72128
(the  "Company"),  and  each  of the purchasers set forth on the signature pages
hereto  (the  "Buyers").
WHEREAS:
The  Company  and  the  Buyers  are  executing  and delivering this Agreement in
reliance  upon  the exemption from securities registration afforded by the rules
and  regulations  as  promulgated  by  the United States Securities and Exchange
Commission  (the  "SEC")  under  Section  4(2) of the Securities Act of 1933, as
amended  (the  "1933  Act")  and  pursuant  to  Regulation  D  and  Regulation S
promulgated  under  the  1933  Act;
Buyers  desire  to  purchase and the Company desires to issue and sell, upon the
terms  and  conditions set forth in this Agreement (i) 8% convertible debentures
of  the  Company,  in  the form attached hereto as Exhibit "A", in the aggregate
principal  amount  of  One  Million  Dollars  ($1,000,000)  (together  with  any
debenture(s) issued in replacement thereof or as a dividend thereon or otherwise
with  respect  thereto  in accordance with the terms thereof, the "Debentures"),
convertible  into  shares  of  common  stock, $0.005 par value per share, of the
Company  (the "Common Stock"), upon the terms and subject to the limitations and
conditions  set forth in such Debentures and (ii) warrants, in the form attached
hereto  as  Exhibit  "B", to purchase Sixty Million, Two Hundred Forty Thousand,
Nine  Hundred  Sixty-Four  (60,240,964) shares of Common Stock (the "Warrants");
Each  Buyer  wishes  to  purchase,  upon the terms and conditions stated in this
Agreement,  such principal amount of Debentures and number of Warrants as is set
forth  immediately  below  its  name  on  the  signature  pages  hereto;  and
Contemporaneous  with  the execution and delivery of this Agreement, the parties
hereto are executing and delivering a Registration Rights Agreement, in the form
attached  hereto  as Exhibit "C" (the "Registration Rights Agreement"), pursuant
to which the Company has agreed to provide certain registration rights under the
1933  Act  and  the rules and regulations promulgated thereunder, and applicable
state  securities  laws.
NOW,  THEREFORE,  the Company and each of the Buyers severally (and not jointly)
hereby  agree  as  follows:
PURCHASE  AND  SALE  OF  DEBENTURES  AND  WARRANTS.
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Purchase  of  Debentures  and Warrants.  On the Closing Date (as defined below),
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the  Company  shall issue and sell to each Buyer and each Buyer severally agrees
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to  purchase  from the Company such principal amount of Debentures and number of
Warrants  as  is  set forth immediately below such Buyer's name on the signature
pages  hereto.
Form  of  Payment.  On the Closing Date (as defined below), (i) each Buyer shall
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pay the purchase price for the Debentures and the Warrants to be issued and sold
to  it at the Closing (as defined below) (the "Purchase Price") by wire transfer
of  immediately available funds to the Company, in accordance with the Company's
written wiring instructions, against delivery of the Debentures in the principal
amount  equal  to  the Purchase Price and the number of Warrants as is set forth
immediately  below such Buyer's name on the signature pages hereto, and (ii) the
Company  shall  deliver  such Debentures and Warrants duly executed on behalf of
the  Company,  to  such  Buyer,  against  delivery  of  such  Purchase  Price.
Closing Date.  Subject to the satisfaction (or written waiver) of the conditions
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thereto  set  forth  in  Section 6 and Section 7 below, the date and time of the
issuance  and sale of the Debentures and the Warrants pursuant to this Agreement
(the  "Closing  Date")  shall be 12:00 noon Pacific Standard Time on January 22,
2002  or  such other mutually agreed upon time.  The closing of the transactions
contemplated  by  this Agreement (the "Closing") shall occur on the Closing Date
at  such  location  as  may  be  agreed  to  by  the  parties.
BUYERS'  REPRESENTATIONS AND WARRANTIES.  Each Buyer severally (and not jointly)
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represents  and  warrants  to  the  Company  solely  as  to  such  Buyer  that:
Investment  Purpose.  As  of  the  date  hereof,  the  Buyer  is  purchasing the
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Debentures  and  the  shares  of  Common  Stock  issuable  upon conversion of or
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otherwise  pursuant  to  the  Debentures  (including,  without  limitation, such
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additional  shares of Common Stock, if any, as are (i) on account of interest on
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the  Debentures,  (ii)  as  a result of the events described in Sections 1.3 and
1.4(g)  of  the Debentures and Section 2(c) of the Registration Rights Agreement
or  (iii)  in  payment  of the Standard Liquidated Damages Amount (as defined in
Section  2(f)  below)  pursuant  to  this Agreement, such shares of Common Stock
being  collectively  referred  to  herein  as  the  "Conversion Shares") and the
Warrants  and  the  shares  of  Common Stock issuable upon exercise thereof (the
"Warrant  Shares" and, collectively with the Debentures, Warrants and Conversion
Shares,  the  "Securities")  for  its  own  account  and not with a present view
towards  the  public  sale  or  distribution  thereof,  except pursuant to sales
registered  or exempted from registration under the 1933 Act; provided, however,
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that  by making the representations herein, the Buyer does not agree to hold any
of  the Securities for any minimum or other specific term and reserves the right
to  dispose  of  the  Securities at any time in accordance with or pursuant to a
registration  statement  or  an  exemption  under  the  1933  Act.
Accredited  Investor Status.  The Buyer is an "accredited investor" as that term
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is  defined  in  Rule  501(a)  of  Regulation  D  (an  "Accredited  Investor").
Reliance  on  Exemptions.  The  Buyer  understands that the Securities are being
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offered  and  sold  to  it  in  reliance  upon  specific  exemptions  from  the
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registration requirements of United States federal and state securities laws and
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that  the  Company  is  relying  upon the truth and accuracy of, and the Buyer's
compliance  with,  the  representations, warranties, agreements, acknowledgments
and  understandings  of  the  Buyer  set  forth herein in order to determine the
availability  of such exemptions and the eligibility of the Buyer to acquire the
Securities.
Information.  The  Buyer and its advisors, if any, have been, and for so long as
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the  Debentures  and  Warrants remain outstanding will continue to be, furnished
with  all  materials  relating  to  the business, finances and operations of the
Company  and  materials  relating  to the offer and sale of the Securities which
have  been  requested by the Buyer or its advisors.  The Buyer and its advisors,
if  any,  have  been,  and  for  so  long  as the Debentures and Warrants remain
outstanding  will  continue  to be, afforded the opportunity to ask questions of
the  Company.  Notwithstanding  the  foregoing, the Company has not disclosed to
the  Buyer  any  material  nonpublic  information  and  will  not  disclose such
information  unless  such  information  is  disclosed  to the public prior to or
promptly following such disclosure to the Buyer.  Neither such inquiries nor any
other  due  diligence investigation conducted by Buyer or any of its advisors or
representatives  shall  modify,  amend  or  affect  Buyer's right to rely on the
Company's  representations  and  warranties  contained  in Section 3 below.  The
Buyer  understands  that its investment in the Securities involves a significant
degree  of  risk.
Governmental  Review.  The  Buyer  understands  that no United States federal or
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state  agency  or any other government or governmental agency has passed upon or
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made  any  recommendation  or  endorsement  of  the  Securities.
Transfer  or  Re-sale.  The Buyer understands that (i) except as provided in the
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Registration  Rights  Agreement,  the  sale or re-sale of the Securities has not
been  and  is  not  being  registered under the 1933 Act or any applicable state
securities  laws,  and  the  Securities  may  not  be transferred unless (a) the
Securities  are  sold  pursuant to an effective registration statement under the
1933  Act,  (b)  the  Buyer  shall  have  delivered to the Company an opinion of
counsel  that  shall  be  in form, substance and scope customary for opinions of
counsel  in comparable transactions to the effect that the Securities to be sold
or  transferred  may  be  sold or transferred pursuant to an exemption from such
registration, which opinion shall be accepted by the Company, (c) the Securities
are  sold  or  transferred to an "affiliate" (as defined in Rule 144 promulgated
under  the  1933 Act (or a successor rule) ("Rule 144")) of the Buyer who agrees
to  sell  or  otherwise  transfer  the  Securities  only in accordance with this
Section  2(f)  and  who  is  an Accredited Investor, (d) the Securities are sold
pursuant  to  Rule  144, or (e) the Securities are sold pursuant to Regulation S
under  the  1933 Act (or a successor rule) ("Regulation S"), and the Buyer shall
have  delivered  to  the  Company  an  opinion of counsel that shall be in form,
substance and scope customary for opinions of counsel in corporate transactions,
which opinion shall be accepted by the Company; (ii) any sale of such Securities
made  in  reliance  on Rule 144 may be made only in accordance with the terms of
said  Rule  and  further,  if  said  Rule is not applicable, any re-sale of such
Securities  under  circumstances in which the seller (or the person through whom
the sale is made) may be deemed to be an underwriter (as that term is defined in
the  1933  Act)  may require compliance with some other exemption under the 1933
Act  or  the  rules and regulations of the SEC thereunder; and (iii) neither the
Company nor any other person is under any obligation to register such Securities
under  the 1933 Act or any state securities laws or to comply with the terms and
conditions of any exemption thereunder (in each case, other than pursuant to the
Registration  Rights Agreement).  Notwithstanding the foregoing or anything else
contained herein to the contrary, the Securities may be pledged as collateral in
connection with a bona fide margin account or other lending arrangement.  In the
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event that the Company does not accept the customary opinion of counsel provided
by the Buyer with respect to the transfer of Securities pursuant to an exemption
from  registration,  such as Rule 144 or Regulation S, within three (3) business
days  of  delivery  of  the opinion to the Company, the Company shall pay to the
Buyer  liquidated damages of three percent (3%) of the outstanding amount of the
Debentures  per  month  plus  accrued  and  unpaid  interest  on the Debentures,
prorated  for  partial  months,  in  cash  or  shares at the option of the Buyer
("Standard  Liquidated  Damages  Amount").  If  the  Buyer elects to be paid the
Standard  Liquidated Damages Amount in shares of Common Stock, such shares shall
be  issued at the Conversion Price (as defined in the Debentures) at the time of
payment.
Legends.  The  Buyer understands that the Debentures and the Warrants and, until
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such time as the Conversion Shares and Warrant Shares have been registered under
the  1933  Act as contemplated by the Registration Rights Agreement or otherwise
may  be  sold pursuant to Rule 144 or Regulation S without any restriction as to
the  number  of  securities as of a particular date that can then be immediately
sold,  as  permitted by law, the Conversion Shares and Warrant Shares may bear a
restrictive  legend  in  substantially  the  following form (and a stop-transfer
order  may  be placed against transfer of the certificates for such Securities):
"The  securities  represented by this certificate have not been registered under
the  Securities  Act  of  1933, as amended, or applicable state securities laws.
The  securities  may  not  be sold, transferred or assigned in the absence of an
effective  registration  statement  for  the  securities  under  said Act, or an
opinion  of  counsel,  in  form,  substance  and scope customary for opinions of
counsel in comparable transactions, that registration is not required under said
Act  or  unless  sold  pursuant  to  Rule  144  or Regulation S under said Act."
The  legend  set  forth  above  shall  be  removed and the Company shall issue a
certificate  without  such legend to the holder of any Security upon which it is
stamped,  as permitted by law, if, unless otherwise required by applicable state
securities  laws,  (a)  such  Security is registered for sale under an effective
registration  statement  filed  under  the  1933  Act  or  otherwise may be sold
pursuant to Rule 144 or Regulation S without any restriction as to the number of
securities  as  of  a  particular date that can then be immediately sold, or (b)
such  holder provides the Company with an opinion of counsel, in form, substance
and  scope  customary for opinions of counsel in comparable transactions, to the
effect  that  a  public  sale  or  transfer of such Security may be made without
registration  under the 1933 Act, which opinion shall be accepted by the Company
so that the sale or transfer is effected or (c) such holder provides the Company
with  reasonable  assurances that such Security can be sold pursuant to Rule 144
or  Regulation  S.  The  Buyer  agrees  to  sell all Securities, including those
represented  by  a  certificate(s)  from  which  the legend has been removed, in
compliance  with  applicable  prospectus  delivery  requirements,  if  any.
Authorization; Enforcement. This Agreement and the Registration Rights Agreement
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have  been  duly  and validly authorized.  This Agreement has been duly executed
and  delivered  on behalf of the Buyer, and this Agreement constitutes, and upon
execution  and  delivery by the Buyer of the Registration Rights Agreement, such
agreement will constitute, valid and binding agreements of the Buyer enforceable
in  accordance with their terms, except as such enforceability may be limited by
applicable  bankruptcy,  insolvency,  reorganization, moratorium, liquidation or
similar  laws relating to, or affecting generally, the enforcement of creditors'
rights  and  remedies  or  by other equitable principles of general application.
Residency.  The  Buyer  is  a resident of the jurisdiction set forth immediately
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below  such  Buyer's  name  on  the  signature  pages  hereto.
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Foreign Buyer.  The Buyer is not a "U.S. person" as defined under Rule 902(o) of
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Regulation  S  under the 1933 Act.  The Buyer is not acquiring the Debenture and
Warrant  for  the  account  or  benefit  of  any  U.S.  person.
Offshore  Transaction.  The  document  effecting this purchase and sale has been
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executed  by the Buyer outside the "United States" (as defined in Rule 902(p) of
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Regulation S).  The Buyer is acquiring the Debenture and Warrant in an "offshore
transaction"  (as  defined  in  Rule 902(i) of Regulation S).  The Debenture and
Warrant  were  not  offered to the Buyer in the United States and at the time of
execution  of  this Agreement and the time of any offer to the Buyer to purchase
the  Debenture  and  Warrant  hereunder, the Buyer was physically outside of the
United  States.
REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.  The  Company represents and
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warrants  to  each  Buyer  that:
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Organization  and  Qualification.  The  Company and each of its Subsidiaries (as
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defined below), if any, is a corporation duly organized, validly existing and in
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good  standing  under  the laws of the jurisdiction in which it is incorporated,
with  full  power  and  authority  (corporate  and other) to own, lease, use and
operate  its  properties  and  to  carry on its business as and where now owned,
leased, used, operated and conducted.  Schedule 3(a) sets forth a list of all of
the  Subsidiaries  of  the  Company  and  the  jurisdiction  in  which  each  is
incorporated.  The  Company  and each of its Subsidiaries is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in  which  its  ownership  or  use  of  property  or  the nature of the business
conducted  by  it makes such qualification necessary except where the failure to
be  so  qualified  or in good standing would not have a Material Adverse Effect.
"Material  Adverse  Effect"  means  any material adverse effect on the business,
operations, assets or financial condition of the Company or its Subsidiaries, if
any,  taken  as  a  whole,  or on the transactions contemplated hereby or by the
agreements  or  instruments  to  be  entered  into  in  connection  herewith.
"Subsidiaries"  means  any  active  corporation  or  other organization, whether
incorporated  or  unincorporated,  in  which  the  Company  owns,  directly  or
indirectly,  any  equity  or  other  ownership  interest  or  is  otherwise  a
"significant  subsidiary"  as  defined  in  Rule  1-02  (w)  of  Regulation  S-X
promulgated  under  the  1933  Act.
Authorization;  Enforcement.  (i)  The Company has all requisite corporate power
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and  authority to enter into and perform this Agreement, the Registration Rights
Agreement,  the  Debentures  and the Warrants and to consummate the transactions
contemplated  hereby and thereby and to issue the Securities, in accordance with
the terms hereof and thereof, (ii) the execution and delivery of this Agreement,
the  Registration  Rights  Agreement,  the  Debentures  and  the Warrants by the
Company  and  the consummation by it of the transactions contemplated hereby and
thereby  (including  without  limitation, the issuance of the Debentures and the
Warrants  and the issuance and reservation for issuance of the Conversion Shares
and  Warrant Shares issuable upon conversion or exercise thereof) have been duly
authorized  by  the  Company's  Board  of  Directors  and  no further consent or
authorization  of  the  Company,  its Board of Directors, or its shareholders is
required,  (iii)  this  Agreement  has  been  duly executed and delivered by the
Company  by its authorized representative, and such authorized representative is
the  true  and official representative with authority to sign this Agreement and
the  other  documents  executed  in  connection  herewith  and  bind the Company
accordingly,  and  (iv)  this  Agreement  constitutes,  and  upon  execution and
delivery by the Company of the Registration Rights Agreement, the Debentures and
the  Warrants,  each  of  such  instruments  will constitute, a legal, valid and
binding  obligation of the Company enforceable against the Company in accordance
with  its  terms,  except  as  such  enforceability may be limited by applicable
bankruptcy,  insolvency, reorganization, moratorium, liquidation or similar laws
relating  to,  or  affecting generally, the enforcement of creditors' rights and
remedies  or  by  other  equitable  principles  of  general  application.
Capitalization.  As  of  January  11,  2002, the authorized capital stock of the
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Company  consisted  of  (i)  500,000,000  shares  of  Common  Stock,  of  which
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242,649,737  shares  are  issued and outstanding, 7,500,000 shares were reserved
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for  issuance  pursuant  to the Company's stock option and stock purchase plans,
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203,937,134 shares were reserved for issuance pursuant to securities (other than
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the  Debentures  and  the  Warrants)  exercisable  for,  or  convertible into or
exchangeable  for shares of Common Stock and, as of the date hereof, 240,963,856
shares  are  reserved  for  issuance, subject to the Company effecting the Share
Increase  (as  defined  below)  and  the  Stock  Split  (as defined below), upon
conversion  of  the  Debentures  and  the  Additional  Debentures (as defined in
Section  4(l))  and  exercise of the Warrants (subject to adjustment pursuant to
the  Company's  covenant set forth in Section 4(h) below); and (ii) 7,500 shares
of  preferred  stock,  of  which  7,500  shares have been designated as Series A
Preferred  Stock,  of  which 420 shares are issued and outstanding.  All of such
outstanding  shares  of  capital  stock  are,  or  upon  issuance  will be, duly
authorized,  validly issued, fully paid and nonassessable.  No shares of capital
stock  of  the  Company  are  subject  to preemptive rights or any other similar
rights  of  the stockholders of the Company or any liens or encumbrances imposed
through  the  actions  or failure to act of the Company.  Except as disclosed in
Schedule  3(c),  as  of  the  effective date of this Agreement, (i) there are no
outstanding  options,  warrants,  scrip,  rights  to subscribe for, puts, calls,
rights of first refusal, agreements, understandings, claims or other commitments
or  rights  of  any  character  whatsoever  relating to, or securities or rights
convertible  into or exchangeable for any shares of capital stock of the Company
or  any  of its Subsidiaries, or arrangements by which the Company or any of its
Subsidiaries  is or may become bound to issue additional shares of capital stock
of  the  Company  or  any  of  its Subsidiaries, (ii) there are no agreements or
arrangements  under which the Company or any of its Subsidiaries is obligated to
register  the  sale of any of its or their securities under the 1933 Act (except
the Registration Rights Agreement) and (iii) there are no anti-dilution or price
adjustment provisions contained in any security issued by the Company (or in any
agreement  providing  rights  to security holders) that will be triggered by the
issuance  of  the  Debentures,  the  Warrants,  the Conversion Shares or Warrant
Shares.  The  Company  has furnished to the Buyer true and correct copies of the
Company's  Certificate  of  Incorporation  as  in  effect  on  the  date  hereof
("Certificate  of  Incorporation"),  the  Company's By-laws, as in effect on the
date hereof (the "By-laws"), and the terms of all securities convertible into or
exercisable  for  Common  Stock  of  the  Company and the material rights of the
holders  thereof  in  respect  thereto.  On  September  28,  2001, the Company's
stockholders  voted  to  approve  an  amendment  to the Company's Certificate of
Incorporation  to  increase the number of shares of authorized Common Stock from
200,000,000  to  500,000,000  (the  "Share  Increase")  and  an amendment to the
Company's  Certificate  of  Incorporation to effect a stock combination (reverse
stock  split)  of  the Common Stock in a ratio to be determined by the Company's
board  of  directors,  ranging from one (1) newly issued share for each ten (10)
outstanding shares of Common Stock to one (1) newly issued share for each twenty
(20)  outstanding  shares  of  Common  Stock  (the  "Stock  Split").
Issuance of Shares.  Subject to the Company effecting the Share Increase and the
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Stock  Split,  the  Conversion Shares and Warrant Shares are duly authorized and
reserved for issuance and, upon conversion of the Debentures and exercise of the
Warrants in accordance with their respective terms will be validly issued, fully
paid and non-assessable, and free from all taxes, liens, claims and encumbrances
with  respect to the issue thereof and shall not be subject to preemptive rights
or  other  similar  rights  of  stockholders  of the Company and will not impose
personal  liability  upon  the  holder  thereof.
Acknowledgment  of  Dilution.  The  Company  understands  and  acknowledges  the
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potentially  dilutive  effect  to  the  Common  Stock  upon  the issuance of the
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Conversion  Shares  and  Warrant  Shares  upon  conversion  of the Debenture, or
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exercise  of the Warrants.  The Company further acknowledges that its obligation
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to  issue Conversion Shares and Warrant Shares upon conversion of the Debentures
or  exercise  of  the Warrants in accordance with this Agreement, the Debentures
and the Warrants is absolute and unconditional regardless of the dilutive effect
that  such issuance may have on the ownership interests of other stockholders of
the  Company.
No Conflicts.  Except as set forth on Schedule 3(f), the execution, delivery and
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performance of this Agreement, the Registration Rights Agreement, the Debentures
and  the  Warrants  by  the  Company  and the consummation by the Company of the
transactions contemplated hereby and thereby (including, without limitation, the
issuance  and  reservation  for  issuance  of  the Conversion Shares and Warrant
Shares)  will not (i) conflict with or result in a violation of any provision of
the Certificate of Incorporation or By-laws or (ii) violate or conflict with, or
result  in  a  breach  of any provision of, or constitute a default (or an event
which  with  notice  or  lapse of time or both could become a default) under, or
give  to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation  of, any agreement, indenture, patent, patent license or instrument
to which the Company or any of its Subsidiaries is a party, or (iii) result in a
violation  of  any  law,  rule, regulation, order, judgment or decree (including
federal  and  state  securities  laws  and  regulations  and  regulations of any
self-regulatory  organizations  to  which  the  Company  or  its  securities are
subject)  applicable  to  the Company or any of its Subsidiaries or by which any
property or asset of the Company or any of its Subsidiaries is bound or affected
(except  for  such conflicts, defaults, terminations, amendments, accelerations,
cancellations  and  violations  as  would not, individually or in the aggregate,
have  a Material Adverse Effect).  Except as set forth on Schedule 3(f), neither
the  Company  nor  any of its Subsidiaries is in violation of its Certificate of
Incorporation, By-laws or other organizational documents and neither the Company
nor  any of its Subsidiaries is in default (and no event has occurred which with
notice or lapse of time or both could put the Company or any of its Subsidiaries
in default) under, and neither the Company nor any of its Subsidiaries has taken
any  action or failed to take any action that would give to others any rights of
termination,  amendment,  acceleration  or  cancellation  of,  any  agreement,
indenture  or  instrument  to  which the Company or any of its Subsidiaries is a
party  or  by  which  any  property  or  assets  of  the  Company  or any of its
Subsidiaries  is  bound  or affected, except for possible defaults as would not,
individually or in the aggregate, have a Material Adverse Effect. The businesses
of  the Company and its Subsidiaries, if any, are not being conducted, and shall
not  be conducted so long as a Buyer owns any of the Securities, in violation of
any  law,  ordinance  or  regulation  of  any  governmental  entity.  Except  as
specifically  contemplated  by  this  Agreement  and  the  Registration  Rights
Agreement and as required under the 1933 Act and any applicable state securities
laws,  the Company is not required to obtain any consent, authorization or order
of,  or  make  any  filing or registration with, any court, governmental agency,
regulatory  agency,  self  regulatory  organization or stock market or any third
party  in  order  for  it  to execute, deliver or perform any of its obligations
under  this  Agreement, the Registration Rights Agreement, the Debentures or the
Warrants in accordance with the terms hereof or thereof or to issue and sell the
Debentures  and  Warrants  in  accordance with the terms hereof and to issue the
Conversion  Shares upon conversion of the Debentures and the Warrant Shares upon
exercise  of  the Warrants.  Except as disclosed in Schedule 3(f), all consents,
authorizations,  orders, filings and registrations which the Company is required
to  obtain  pursuant to the preceding sentence have been obtained or effected on
or  prior  to  the  date hereof.  The Company is not in violation of the listing
requirements  of  the  Over-the-Counter  Bulletin  Board  (the  "OTCBB").
SEC  Documents; Financial Statements.  Except as disclosed in Schedule 3(g), the
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Company  has  timely  filed  all reports, schedules, forms, statements and other
documents  required  to  be  filed  by it with the SEC pursuant to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act")
(all  of  the foregoing filed prior to the date hereof and all exhibits included
therein and financial statements and schedules thereto and documents (other than
exhibits to such documents) incorporated by reference therein, being hereinafter
referred  to  herein as the "SEC Documents").  The Company has delivered to each
Buyer  true  and  complete copies of the SEC Documents, except for such exhibits
and  incorporated  documents.  As  of  their respective dates, the SEC Documents
complied  in all material respects with the requirements of the 1934 Act and the
rules  and  regulations  of the SEC promulgated thereunder applicable to the SEC
Documents,  and  none of the SEC Documents, at the time they were filed with the
SEC,  contained  any  untrue  statement of a material fact or omitted to state a
material  fact  required  to be stated therein or necessary in order to make the
statements  therein,  in  light of the circumstances under which they were made,
not  misleading.  None  of  the statements made in any such SEC Documents is, or
has  been,  required  to  be amended or updated under applicable law (except for
such  statements as have been amended or updated in subsequent filings prior the
date  hereof).  As  of  their  respective dates, the financial statements of the
Company  included  in  the  SEC  Documents  complied  as to form in all material
respects  with  applicable  accounting  requirements and the published rules and
regulations  of  the  SEC  with respect thereto.  Such financial statements have
been  prepared  in  accordance  with United States generally accepted accounting
principles, consistently applied, during the periods involved (except (i) as may
be  otherwise  indicated  in  such financial statements or the notes thereto, or
(ii)  in  the  case  of unaudited interim statements, to the extent they may not
include  footnotes or may be condensed or summary statements) and fairly present
in  all material respects the consolidated financial position of the Company and
its  consolidated  Subsidiaries  as  of  the  dates thereof and the consolidated
results  of their operations and cash flows for the periods then ended (subject,
in  the  case  of  unaudited  statements, to normal year-end audit adjustments).
Except  as  set forth in the financial statements of the Company included in the
SEC  Documents,  the  Company has no liabilities, contingent or otherwise, other
than  (i)  liabilities incurred in the ordinary course of business subsequent to
June  30,  2001 and (ii) obligations under contracts and commitments incurred in
the  ordinary  course  of  business  and  not  required under generally accepted
accounting  principles  to  be  reflected  in  such financial statements, which,
individually or in the aggregate, are not material to the financial condition or
operating  results  of  the  Company.
Absence  of  Certain  Changes.  Since  June 30, 2001, there has been no material
-----------------------------
adverse  change  and no material adverse development in the assets, liabilities,
---
business,  properties,  operations, financial condition or results of operations
of  the  Company  or  any  of  its  Subsidiaries.
Absence  of Litigation.  There is no action, suit, claim, proceeding, inquiry or
----------------------
investigation  before  or  by  any  court,  public  board,  government  agency,
self-regulatory organization or body pending or, to the knowledge of the Company
or  any  of its Subsidiaries, threatened against or affecting the Company or any
of  its  Subsidiaries, or their officers or directors in their capacity as such,
that  could  have  a Material Adverse Effect.  Schedule 3(i) contains a complete
list  and summary description of any pending or threatened proceeding against or
affecting  the  Company  or  any of its Subsidiaries which would have a Material
Adverse  Effect.  The  Company  and its Subsidiaries are unaware of any facts or
circumstances  which  might  give  rise  to  any  of  the  foregoing.
Patents,  Copyrights,  etc.  The  Company  and  each of its Subsidiaries owns or
--------------------------
possesses  the  requisite  licenses  or  rights  to  use  all  patents,  patent
----
applications,  patent  rights,  inventions, know-how, trade secrets, trademarks,
----
trademark applications, service marks, service names, trade names and copyrights
--
("Intellectual  Property") necessary to enable it to conduct its business as now
operated  (and,  except as set forth in Schedule 3(j) hereof, to the best of the
Company's  knowledge,  as  presently contemplated to be operated in the future);
there  is no claim or action by any person pertaining to, or proceeding pending,
or  to  the  Company's  knowledge  threatened, which challenges the right of the
Company  or  of a Subsidiary with respect to any Intellectual Property necessary
to  enable  it to conduct its business as now operated (and, except as set forth
in  Schedule  3(j)  hereof, to the best of the Company's knowledge, as presently
contemplated  to  be  operated  in  the  future);  to  the best of the Company's
knowledge,  the  Company's  or  its Subsidiaries' current and intended products,
services  and  processes  do  not infringe on any Intellectual Property or other
rights  held  by  any  person;  and  the  Company  is  unaware  of  any facts or
circumstances  which  might  give rise to any of the foregoing.  The Company and
each  of its Subsidiaries have taken reasonable security measures to protect the
secrecy,  confidentiality  and  value  of  their  Intellectual  Property.
No  Materially  Adverse  Contracts,  Etc.  Except as set forth on Schedule 3(k),
----------------------------------------
neither  the  Company  nor  any  of  its Subsidiaries is subject to any charter,
---
corporate  or  other  legal restriction, or any judgment, decree, order, rule or
---
regulation which in the judgment of the Company's officers has or is expected in
--
the  future  to  have a Material Adverse Effect.  Neither the Company nor any of
its  Subsidiaries  is a party to any contract or agreement which in the judgment
of  the Company's officers has or is expected to have a Material Adverse Effect.
Tax  Status.  Except  as set forth on Schedule 3(l), the Company and each of its
-----------
Subsidiaries  has  made  or  filed all federal, state and foreign income and all
other  tax  returns,  reports  and  declarations required by any jurisdiction to
which  it is subject (unless and only to the extent that the Company and each of
its  Subsidiaries  has set aside on its books provisions reasonably adequate for
the payment of all unpaid and unreported taxes) and has paid all taxes and other
governmental  assessments  and  charges  that  are  material in amount, shown or
determined  to  be  due  on such returns, reports and declarations, except those
being  contested  in  good  faith  and  has  set  aside  on its books provisions
reasonably  adequate  for the payment of all taxes for periods subsequent to the
periods  to  which  such  returns,  reports or declarations apply.  There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of
any  jurisdiction.  The  Company  has  not executed a waiver with respect to the
statute  of limitations relating to the assessment or collection of any foreign,
federal,  state or local tax.  Except as set forth on Schedule 3(l), none of the
Company's  tax  returns  is  presently  being  audited  by any taxing authority.
Certain Transactions.  Except as set forth on Schedule 3(m) and except for arm's
--------------------
length  transactions  pursuant  to  which the Company or any of its Subsidiaries
makes  payments  in the ordinary course of business upon terms no less favorable
than  the Company or any of its Subsidiaries could obtain from third parties and
other  than  the  grant of stock options disclosed on Schedule 3(c), none of the
officers,  directors,  or  employees  of the Company is presently a party to any
transaction with the Company or any of its Subsidiaries (other than for services
as  employees,  officers  and  directors),  including any contract, agreement or
other  arrangement  providing for the furnishing of services to or by, providing
for  rental  of  real  or  personal  property to or from, or otherwise requiring
payments  to or from any officer, director or such employee or, to the knowledge
of the Company, any corporation, partnership, trust or other entity in which any
officer,  director,  or  any  such  employee has a substantial interest or is an
officer,  director,  trustee  or  partner.
Disclosure.  All information relating to or concerning the Company or any of its
----------
Subsidiaries  set forth in this Agreement and provided to the Buyers pursuant to
Section  2(d)  hereof  and  otherwise  in  connection  with  the  transactions
contemplated hereby is true and correct in all material respects and the Company
has  not  omitted  to  state  any  material  fact necessary in order to make the
statements  made  herein  or  therein, in light of the circumstances under which
they were made, not misleading.  No event or circumstance has occurred or exists
with respect to the Company or any of its Subsidiaries or its or their business,
properties,  operations  or  financial  conditions, which, under applicable law,
rule  or  regulation,  requires public disclosure or announcement by the Company
but  which  has  not  been so publicly announced or disclosed (assuming for this
purpose  that  the  Company's  reports  filed  under  the  1934  Act  are  being
incorporated into an effective registration statement filed by the Company under
the  1933  Act).
Acknowledgment  Regarding  Buyers'  Purchase  of  Securities.  The  Company
------------------------------------------------------------
acknowledges  and  agrees  that  the Buyers are acting solely in the capacity of
----------
arm's  length  purchasers  with  respect  to this Agreement and the transactions
---
contemplated  hereby.  The  Company further acknowledges that no Buyer is acting
---
as  a financial advisor or fiduciary of the Company (or in any similar capacity)
with  respect to this Agreement and the transactions contemplated hereby and any
statement made by any Buyer or any of their respective representatives or agents
in  connection  with  this Agreement and the transactions contemplated hereby is
not  advice or a recommendation and is merely incidental to the Buyers' purchase
of  the  Securities.  The  Company  further  represents  to  each Buyer that the
Company's  decision  to  enter  into this Agreement has been based solely on the
independent  evaluation  of  the  Company  and  its  representatives.
No Integrated Offering.  Neither the Company, nor any of its affiliates, nor any
----------------------
person acting on its or their behalf, has directly or indirectly made any offers
or  sales  in  any  security  or  solicited any offers to buy any security under
circumstances that would require registration under the 1933 Act of the issuance
of  the  Securities to the Buyers.  The issuance of the Securities to the Buyers
will  not  be  integrated  with  any  other issuance of the Company's securities
(past,  current  or  future) for purposes of any stockholder approval provisions
applicable  to  the  Company  or  its  securities.
No  Brokers.  Except  as  disclosed  in  Schedule 3(q), the Company has taken no
-----------
action  which  would  give  rise  to  any  claim  by  any  person  for brokerage
----
commissions,  transaction fees or similar payments relating to this Agreement or
----
the  transactions  contemplated  hereby.
Permits;  Compliance.  The Company and each of its Subsidiaries is in possession
--------------------
of  all  franchises,  grants,  authorizations,  licenses,  permits,  easements,
variances, exemptions, consents, certificates, approvals and orders necessary to
own,  lease and operate its properties and to carry on its business as it is now
being  conducted  (collectively,  the "Company Permits"), and there is no action
pending  or, to the knowledge of the Company, threatened regarding suspension or
cancellation  of any of the Company Permits.  Neither the Company nor any of its
Subsidiaries  is  in  conflict  with,  or in default or violation of, any of the
Company  Permits,  except  for any such conflicts, defaults or violations which,
individually  or  in  the  aggregate, would not reasonably be expected to have a
Material  Adverse  Effect.  Since  June 30, 2001, neither the Company nor any of
its  Subsidiaries  has  received  any  notification  with  respect  to  possible
conflicts,  defaults  or  violations  of  applicable  laws,  except  for notices
relating  to  possible  conflicts,  defaults  or  violations,  which  conflicts,
defaults  or  violations  would  not  have  a  Material  Adverse  Effect.
Environmental  Matters.
----------------------
There are, to the Company's knowledge, with respect to the Company or any of its
Subsidiaries or any predecessor of the Company, no past or present violations of
Environmental  Laws  (as  defined  below),  releases  of  any  material into the
environment,  actions, activities, circumstances, conditions, events, incidents,
or  contractual  obligations which may give rise to any common law environmental
liability  or  any  liability  under  the  Comprehensive Environmental Response,
Compensation  and  Liability  Act  of  1980  or similar federal, state, local or
foreign  laws  and  neither the Company nor any of its Subsidiaries has received
any  notice  with respect to any of the foregoing, nor is any action pending or,
to  the Company's knowledge, threatened in connection with any of the foregoing.
The  term  "Environmental  Laws" means all federal, state, local or foreign laws
relating  to  pollution  or  protection  of  human  health  or  the  environment
(including,  without  limitation,  ambient air, surface water, groundwater, land
surface  or  subsurface strata), including, without limitation, laws relating to
emissions,  discharges, releases or threatened releases of chemicals, pollutants
contaminants,  or  toxic  or  hazardous  substances  or  wastes  (collectively,
"Hazardous  Materials")  into  the  environment,  or  otherwise  relating to the
manufacture,  processing,  distribution,  use,  treatment,  storage,  disposal,
transport  or  handling  of  Hazardous Materials, as well as all authorizations,
codes,  decrees,  demands  or  demand letters, injunctions, judgments, licenses,
notices  or  notice  letters,  orders,  permits,  plans  or  regulations issued,
entered,  promulgated  or  approved  thereunder.
Other than those that are or were stored, used or disposed of in compliance with
applicable  law,  no  Hazardous  Materials  are  contained  on or about any real
property  currently  owned,  leased  or  used  by  the  Company  or  any  of its
Subsidiaries,  and  no  Hazardous  Materials  were released on or about any real
property  previously  owned,  leased  or  used  by  the  Company  or  any of its
Subsidiaries  during  the  period  the property was owned, leased or used by the
Company or any of its Subsidiaries, except in the normal course of the Company's
or  any  of  its  Subsidiaries'  business.
There  are  no  underground  storage  tanks on or under any real property owned,
leased  or  used  by  the  Company  or  any  of its Subsidiaries that are not in
compliance  with  applicable  law.
Title  to  Property.  The  Company and its Subsidiaries have good and marketable
-------------------
title  in  fee  simple to all real property and good and marketable title to all
--
personal property owned by them which is material to the business of the Company
--
and its Subsidiaries, in each case free and clear of all liens, encumbrances and
defects  except such as are described in Schedule 3(t) or such as would not have
a Material Adverse Effect.  Any real property and facilities held under lease by
the  Company  and  its Subsidiaries are held by them under valid, subsisting and
enforceable  leases  with  such  exceptions as would not have a Material Adverse
Effect.
Insurance.  The  Company and each of its Subsidiaries are insured by insurers of
---------
recognized  financial  responsibility  against such losses and risks and in such
amounts as management of the Company believes to be prudent and customary in the
businesses  in  which the Company and its Subsidiaries are engaged.  Neither the
Company  nor  any  such Subsidiary has any reason to believe that it will not be
able  to renew its existing insurance coverage as and when such coverage expires
or  to  obtain  similar  coverage  from  similar insurers as may be necessary to
continue  its  business at a cost that would not have a Material Adverse Effect.
The  Company  shall  provide  to  Buyer  true and correct copies of all policies
relating  to  directors'  and officers' liability coverage, errors and omissions
coverage,  and  commercial  general  liability  coverage  requested  by  Buyer.
Internal Accounting Controls.  The Company and each of its Subsidiaries maintain
----------------------------
a  system  of  internal  accounting  controls sufficient, in the judgment of the
Company's  board  of  directors,  to  provide  reasonable  assurance  that  (i)
transactions  are  executed  in accordance with management's general or specific
authorizations,  (ii)  transactions  are  recorded  as  necessary  to  permit
preparation  of  financial  statements  in  conformity  with  generally accepted
accounting  principles  and  to  maintain  asset accountability, (iii) access to
assets  is  permitted  only  in accordance with management's general or specific
authorization  and  (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect  to  any  differences.
Foreign  Corrupt  Practices.  Neither  the Company, nor any of its Subsidiaries,
---------------------------
nor  any  director, officer, agent, employee or other person acting on behalf of
--
the  Company  or  any  Subsidiary  has,  in the course of his actions for, or on
behalf  of, the Company, used any corporate funds for any unlawful contribution,
gift,  entertainment  or other unlawful expenses relating to political activity;
made  any  direct  or  indirect  unlawful  payment  to  any  foreign or domestic
government  official  or  employee  from  corporate  funds;  violated  or  is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as
amended, or made any bribe, rebate, payoff, influence payment, kickback or other
unlawful  payment  to  any  foreign or domestic government official or employee.
No  Investment  Company.  The  Company is not, and upon the issuance and sale of
-----------------------
the  Securities  as  contemplated  by  this Agreement will not be an "investment
--
company"  required to be registered under the Investment Company Act of 1940 (an
--
"Investment  Company").  The Company is not controlled by an Investment Company.
Breach  of  Representations  and  Warranties  by  the  Company.  If  the Company
---------------------------------------------------------------
materially  breaches  any of the representations or warranties set forth in this
-------
Section  3,  and  in  addition  to  any  other  remedies available to the Buyers
pursuant  to  this  Agreement,  the  Company shall pay to the Buyer the Standard
Liquidated  Damages Amount in cash or in shares of Common Stock at the option of
the  Buyer,  until  such  breach  is  cured.  If the Buyers elect to be paid the
Standard Liquidated Damages Amounts in shares of Common Stock, such shares shall
be  issued  at  the  Conversion  Price  at  the  time  of  payment.
     4.     COVENANTS.
            ---------
     a.     Best  Efforts.  The  parties shall use their best efforts to satisfy
            -------------
timely  each  of  the conditions described in Section 6 and 7 of this Agreement.
b.     Blue  Sky  Laws.  The  Company shall, on or before the Closing Date, take
       ---------------
such  action  as  the Company shall reasonably determine is necessary to qualify
the Securities for sale to the Buyers at the applicable closing pursuant to this
Agreement  under  applicable  securities or "blue sky" laws of the states of the
United  States  (or  to  obtain an exemption from such qualification), and shall
provide  evidence  of  any such action so taken to each Buyer on or prior to the
Closing  Date.
     c.     Reporting Status; Eligibility to Use Form S-1.  The Company's Common
            ---------------------------------------------
Stock  is registered under Section 12(g) of the 1934 Act. The Company represents
and  warrants  that  it  meets  the  requirements for the use of Form S-1 (or if
Company  is  not  eligible  for  the  use  of Form S-1 as of the Filing Date (as
defined  in  the Registration Rights Agreement), the Company may use the form of
registration for which it is eligible at that time) for registration of the sale
by  the  Buyer  of  the  Registrable  Securities (as defined in the Registration
Rights  Agreement).  So  long  as  the  Buyer  beneficially  owns  any  of  the
Securities,  the Company shall timely file all reports required to be filed with
the SEC pursuant to the 1934 Act, and the Company shall not terminate its status
as an issuer required to file reports under the 1934 Act even if the 1934 Act or
the rules and regulations thereunder would permit such termination.  The Company
further  agrees to file all reports required to be filed by the Company with the
SEC  in a timely manner so as to become eligible, and thereafter to maintain its
eligibility,  for  the use of Form S-3.  The Company shall issue a press release
describing the materials terms of the transaction contemplated hereby as soon as
practicable  following  the  Closing  Date  but  in  no  event more than two (2)
business days of the Closing Date, which press release shall be subject to prior
review  by  the  Buyers.  The  Company  agrees that such press release shall not
disclose  the name of the Buyers unless expressly consented to in writing by the
Buyers  or unless required by applicable law or regulation, and then only to the
extent  of  such  requirement.
     d.     Use  of  Proceeds.  The Company shall use the proceeds from the sale
            -----------------
of  the  Debentures  and  the  exercise  of  the  Warrants for general corporate
purposes  and  shall not, directly or indirectly, use such proceeds for any loan
to  or  investment  in  any  other corporation, partnership, enterprise or other
person  (except  in  connection  with  its currently existing direct or indirect
Subsidiaries).
e.     Future Offerings.  Subject to the exceptions described below, the Company
       ----------------
will  not,  without  the  prior written consent of a majority-in-interest of the
Buyers, not to be unreasonably withheld, negotiate or contract with any party to
obtain  additional  equity  financing  (including  debt financing with an equity
component)  that  involves (A) the issuance of Common Stock at a discount to the
market  price  of  the Common Stock on the date of issuance (taking into account
the  value  of  any  warrants  or  options  to  acquire  Common  Stock issued in
connection  therewith)  or  (B)  the issuance of convertible securities that are
convertible  into  an  indeterminate number of shares of Common Stock or (C) the
issuance  of  warrants during the period (the "Lock-up Period") beginning on the
Closing  Date  and ending on the later of (i) two hundred twenty-five (225) days
from  the  Closing Date and (ii) one hundred eighty (180) days from the date the
Registration  Statement  (as  defined  in  the Registration Rights Agreement) is
declared effective (plus any days in which sales cannot be made thereunder).  In
addition,  subject  to  the  exceptions  described  below,  the Company will not
conduct  any equity financing (including debt with an equity component) ("Future
Offerings")  during the period beginning on the Closing Date and ending eighteen
(18)  months  after  the  end  of  the Lock-up Period unless it shall have first
delivered to each Buyer, at least twenty (20) business days prior to the closing
of such Future Offering, written notice describing the proposed Future Offering,
including the terms and conditions thereof and proposed definitive documentation
to  be  entered into in connection therewith, and providing each Buyer an option
during the fifteen (15) day period following delivery of such notice to purchase
its  pro  rata  share (based on the ratio that the aggregate principal amount of
Debentures  purchased by it hereunder bears to the aggregate principal amount of
Debentures  purchased  hereunder)  of the securities being offered in the Future
Offering  on  the  same  terms  as  contemplated  by  such  Future Offering (the
limitations  referred  to  in  this  sentence  and  the  preceding  sentence are
collectively  referred  to  as the "Capital Raising Limitations").  In the event
the  terms  and  conditions  of  a  proposed  Future Offering are amended in any
respect  after  delivery  of  the  notice  to the Buyers concerning the proposed
Future Offering, the Company shall deliver a new notice to each Buyer describing
the  amended terms and conditions of the proposed Future Offering and each Buyer
thereafter  shall  have  an  option during the fifteen (15) day period following
delivery  of  such  new  notice to purchase its pro rata share of the securities
being  offered  on  the  same  terms  as  contemplated  by  such proposed Future
Offering,  as  amended.  The  foregoing  sentence  shall  apply  to  successive
amendments  to  the  terms  and conditions of any proposed Future Offering.  The
Capital  Raising  Limitations  shall  not apply to any transaction involving (i)
issuances  of  securities  in  a  firm  commitment  underwritten public offering
(excluding  a continuous offering pursuant to Rule 415 under the 1933 Act), (ii)
issuances of securities as consideration for a merger, consolidation or purchase
of assets, or in connection with any strategic partnership or joint venture (the
primary  purpose of which is not to raise equity capital), or in connection with
the disposition or acquisition of a business, product or license by the Company,
(iii)  issuance  of  securities  upon  exercise  or  conversion of the Company's
options,  warrants  or  other  convertible securities outstanding as of the date
hereof  or  to  the  grant of additional options or warrants, or the issuance of
additional  securities,  under any Company stock option or restricted stock plan
approved  by  the  Stockholders  or a majority of the independent members of the
Board  of  Directors  of  the  Company, (iv) shares of Common Stock to be issued
pursuant to the Convertible Note Purchase Agreement, dated December 12, 2000, by
and  among  certain  investors and the Company, (v) shares of Common Stock to be
issued pursuant to the Convertible Note Purchase Agreement, dated July 26, 2001,
by  and  among certain investors and the Company, (vi) shares of Common Stock to
be  issued  pursuant to the Convertible Note Purchase Agreement, dated September
21, 2001, by and among certain investors and the Company, (vii) shares of Common
Stock  to  be  issued pursuant to the Convertible Note Purchase Agreement, dated
November  7, 2001, by and among certain investors and the Company, (viii) shares
of  Common Stock to be issued pursuant to the Agreement and Release, dated March
1,  2001,  by and among the Company, American Industries, Inc. and various other
parties  thereto  and  (ix)  shares of Common Stock to be issued pursuant to the
Second  OEM  Amendment,  dated October 25, 2000, between the Company and Artifex
Software,  Inc.  In  the  event  that the Company completes a Future Offering on
terms  more  favorable  to  another  investor  than the transaction contemplated
hereby,  the terms of the Debentures and the Warrants will be amended to reflect
such  more favorable terms.  Notwithstanding anything contained in the foregoing
                           -----------------------------------------------------
to  the  contrary,  in  the event that the Company enters into a Future Offering
--------------------------------------------------------------------------------
during  the Lock-up Period, the Buyer shall have the right to purchase up to 35%
--------------------------------------------------------------------------------
of  such Future Offering and Balmore Funds, S.A shall have the right to purchase
--------------------------------------------------------------------------------
up to 65% of such Future Offering; provided that, in the event that either party
--------------------------------------------------------------------------------
elects not to purchase its pro rata portion as set forth herein, the other party
--------------------------------------------------------------------------------
may  purchase  such  non-electing  party's  pro  rata  portion.
---------------------------------------------------------------
f.     Expenses.  At  the  Closing,  the  Company  shall  reimburse  Buyers  for
       --------
reasonable  expenses  incurred  by  it  in  connection  with  the  negotiation,
preparation, execution, delivery and performance of this Agreement and the other
agreements  to  be  executed  in  connection  herewith ("Documents"), including,
without  limitation,  reasonable  attorneys' and consultants' fees and expenses,
transfer  agent  fees,  fees  for stock quotation services, fees relating to any
amendments  or  modifications  of  the  Documents  or any consents or waivers of
provisions  in  the  Documents, fees for the preparation of opinions of counsel,
escrow  fees,  and  costs  of restructuring the transactions contemplated by the
Documents.  When  possible,  the Company must pay these fees directly, otherwise
the  Company must make immediate payment for reimbursement to the Buyers for all
fees and expenses immediately upon written notice by the Buyer or the submission
of an invoice by the Buyer.  If the Company fails to reimburse the Buyer in full
within three (3) business days of the written notice or submission of invoice by
the  Buyer,  the  Company  shall  pay interest on the total amount of fees to be
reimbursed  at  a  rate  of  15%  per  annum.
g.     Financial  Information.  The Company agrees to send the following reports
       ----------------------
to  each  Buyer  until  such  Buyer  transfers,  assigns,  or  sells  all of the
Securities:  (i)  within  ten (10) days after the filing with the SEC, a copy of
its  Annual  Report on Form 10-KSB, its Quarterly Reports on Form 10-QSB and any
Current  Reports  on  Form 8-K; (ii) within one (1) day after release, copies of
all  press  releases issued by the Company or any of its Subsidiaries; and (iii)
contemporaneously with the making available or giving to the stockholders of the
Company,  copies of any notices or other information the Company makes available
or  gives  to  such  stockholders.
h.     Authorization  and  Reservation  of  Shares.  Subject  to  the  Company
       -------------------------------------------
effecting the Share Increase and the Stock Split, the Company shall at all times
       -
have  authorized,  and reserved for the purpose of issuance, a sufficient number
of  shares of Common Stock to provide for the full conversion or exercise of the
outstanding  Debentures  and  Warrants and issuance of the Conversion Shares and
Warrant  Shares  in  connection  therewith (based on the Conversion Price of the
Debentures or Exercise Price of the Warrants in effect from time to time) and as
otherwise  required  by the Debentures.  The Company shall not reduce the number
of  shares  of  Common Stock reserved for issuance upon conversion of Debentures
and  exercise of the Warrants without the consent of each Buyer.  Subject to the
Company  effecting  the Share Increase and the Stock Split, the Company shall at
all times maintain the number of shares of Common Stock so reserved for issuance
at  an amount ("Reserved Amount") equal to no less than two (2) times the number
that  is  then  actually  issuable  upon  full  conversion of the Debentures and
Additional Debentures and upon exercise of the Warrants (based on the Conversion
Price  of  the  Debentures  or the Exercise Price of the Warrants in effect from
time  to time).  If at any time after February 28, 2002, the number of shares of
Common  Stock  authorized  and  reserved  for issuance ("Authorized and Reserved
Shares")  is  below  the  Reserved  Amount,  the  Company will promptly take all
corporate  action  necessary  to  authorize  and  reserve a sufficient number of
shares, including, without limitation, calling a special meeting of stockholders
to  authorize  additional  shares  to  meet the Company's obligations under this
Section 4(h), in the case of an insufficient number of authorized shares, obtain
stockholder  approval  of  an  increase in such authorized number of shares, and
voting  the  management  shares  of  the  Company in favor of an increase in the
authorized  shares of the Company to ensure that the number of authorized shares
is  sufficient to meet the Reserved Amount.  If the Company fails to obtain such
shareholder approval within forty-five (45) days following the date on which the
number  of  Authorized  and  Reserved  Shares  exceeds  the Reserved Amount, the
Company  shall  pay to the Buyer the Standard Liquidated Damages Amount, in cash
or in shares of Common Stock at the option of the Buyer.  If the Buyer elects to
be  paid  the Standard Liquidated Damages Amount in shares of Common Stock, such
shares shall be issued at the Conversion Price at the time of payment.  In order
to  ensure that the Company has authorized a sufficient amount of shares to meet
the  Reserved  Amount at all times, the Company must deliver to the Buyer at the
end  of  every  quarter  a  list  detailing  (1)  the  current  amount of shares
authorized  by  the  Company  and  reserved for the Buyer; and (2) the amount of
shares  issuable  upon  conversion  of  the  Debentures and upon exercise of the
Warrants  and as payment of interest accrued on the Debentures for one year.  If
the  Company fails to provide such list within five (5) business days of the end
of  each  quarter, the Company shall pay the Standard Liquidated Damages Amount,
in  cash or in shares of Common Stock at the option of the Buyer, until the list
is  delivered; provided, however, that if the Company fails to provide such list
               --------  -------
with  five (5) business days of the end of each quarter, the Buyer shall provide
written  notice  to the Company of such failure and the Company shall have three
(3)  business  days  from  the date of such notice to cure such failure.  If the
Buyer  elects  to  be  paid  the Standard Liquidated Damages Amount in shares of
Common Stock, such shares shall be issued at the Conversion Price at the time of
payment.
i.     Listing.  The Company shall promptly secure the listing of the Conversion
       -------
Shares  and  Warrant  Shares upon each national securities exchange or automated
quotation  system,  if  any,  upon  which shares of Common Stock are then listed
(subject  to  official notice of issuance) and, so long as any Buyer owns any of
the  Securities,  shall  maintain,  so  long as any other shares of Common Stock
shall  be  so  listed,  such listing of all Conversion Shares and Warrant Shares
from  time  to  time  issuable upon conversion of the Debentures (including upon
exercise  of  the  Investment Options) or exercise of the Warrants.  The Company
will  obtain  and, so long as any Buyer owns any of the Securities, maintain the
listing and trading of its Common Stock on the OTCBB, the Nasdaq National Market
("Nasdaq"),  the  Nasdaq SmallCap Market ("Nasdaq SmallCap"), the New York Stock
Exchange  ("NYSE"),  or  the American Stock Exchange ("AMEX") and will comply in
all  respects  with  the Company's reporting, filing and other obligations under
the  bylaws  or rules of the National Association of Securities Dealers ("NASD")
and  such  exchanges, as applicable.  The Company shall promptly provide to each
Buyer  copies  of any notices it receives from the OTCBB and any other exchanges
or  quotation  systems  on  which  the Common Stock is then listed regarding the
continued  eligibility  of  the  Common  Stock for listing on such exchanges and
quotation  systems.
j.     Corporate Existence.  So long as a Buyer beneficially owns any Debentures
       -------------------
or  Warrants,  the  Company shall maintain its corporate existence and shall not
sell  all or substantially all of the Company's assets, except in the event of a
merger  or  consolidation  or  sale of all or substantially all of the Company's
assets,  where the surviving or successor entity in such transaction (i) assumes
the  Company's  obligations  hereunder  and under the agreements and instruments
entered  into  in  connection herewith and (ii) is a publicly traded corporation
whose  Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap,
NYSE  or  AMEX.
k.     No  Integration.  The  Company  shall not make any offers or sales of any
       ---------------
security  (other  than  the  Securities)  under circumstances that would require
registration  of  the  Securities being offered or sold hereunder under the 1933
Act  or  cause  the  offering  of the Securities to be integrated with any other
offering  of  securities  by  the  Company  for  the  purpose of any stockholder
approval  provision  applicable  to  the  Company  or  its  securities.
l.     Subsequent  Investment.  The  Company and the Buyers agree that, upon the
       ----------------------
declaration  of effectiveness of the Registration Statement to be filed pursuant
to  the  Registration  Rights Agreement (the "Effective Date"), the Buyers shall
purchase  additional  debentures  ("Additional  Debentures")  in  the  aggregate
principal  amount  of  Five Hundred Thousand Dollars ($500,000) for an aggregate
purchase  price of Five Hundred Thousand Dollars ($500,000), with the closing of
such  purchase  to  occur  within  five (5) business days of the Effective Date;
provided,  however, that the obligation of each Buyer to purchase the Additional
    ----   -------
Debentures  is  subject  to  the  satisfaction, at or before the closing of such
purchase  and  sale,  of  the  conditions set forth in Section 7; and, provided,
                                                                       --------
further,  that  there  shall  not  have been a Material Adverse Effect as of the
    ---
Effective  Date.  The  terms  of the Additional Debentures shall be identical to
the  terms of the Debentures to be issued on the Closing Date.  The Common Stock
underlying the Additional Debentures shall be Registrable Securities (as defined
in  the Registration Rights Agreement) and shall be included in the Registration
Statement  to  be  filed  pursuant  to  the  Registration  Rights  Agreement.
m.     Regulation S.  The Company covenants and agrees that if the Company fails
       ------------
to  register  the Conversion Shares and Warrant Shares by the Effective Date (as
defined  in  the  Registration  Rights  Agreement),  then  for  so  long as such
registration  statement  is not effective and as any of the Conversion Shares or
Warrant  Shares  remain  outstanding  and continue to be "restricted securities"
within  the  meaning of Rule 144 under the 1933 Act, the Company shall, in order
to  permit resales of any of the Conversion Shares or Warrant Shares pursuant to
Regulation  S  under the 1933 Act, (a) continue to file all material required to
be  filed  pursuant  to  Section  13(a)  or  15(d)  of the 1934 Act, and (b) not
knowingly  engage  in  directed selling efforts in connection with the resale of
securities  by  any  Buyer  under  Regulation  S.
n.     Amendments  to  Certificate  of  Incorporation.  The  Company  shall file
       ----------------------------------------------
amendments  to  the  Certificate of Incorporation with the Secretary of State of
the  State of Delaware and take whatever other action is necessary to effect the
Share  Increase  and  the  Stock  Split no later than February 28, 2002.  If the
Company  fails  to  effect the Share Increase and the Stock Split on or prior to
February  28,  2002,  the Company shall pay to the Buyer the Standard Liquidated
Damages  Amount,  in  cash  or  in  shares of Common Stock, at the option of the
Buyer.
o.     Breach  of  Covenants.  If  the  Company  materially  breaches any of the
       ---------------------
covenants  set  forth  in  this Section 4, and in addition to any other remedies
available to the Buyers pursuant to this Agreement, the Company shall pay to the
Buyers  the  Standard  Liquidated Damages Amount, in cash or in shares of Common
Stock at the option of the Buyer, until such breach is cured; provided, however,
                                                              --------  -------
that  the  Buyer  shall provide written notice to the Company of such breach and
the  Company  shall  have ten (10) business days from the date of such notice to
cure  such breachIf the Buyers elect to be paid the Standard Liquidated Damages
Amount  in  shares,  such  shares shall be issued at the Conversion Price at the
time  of  payment.
5.     TRANSFER  AGENT  INSTRUCTIONS.  The  Company  shall  issue  irrevocable
       -----------------------------
instructions to its transfer agent to issue certificates, registered in the name
of  each  Buyer  or its nominee, for the Conversion Shares and Warrant Shares in
such  amounts  as  specified from time to time by each Buyer to the Company upon
conversion  of the Debentures or exercise of the Warrants in accordance with the
terms  thereof  (the  "Irrevocable  Transfer  Agent  Instructions").  Prior  to
registration  of  the Conversion Shares and Warrant Shares under the 1933 Act or
the  date  on  which  the  Conversion  Shares and the Warrant Shares may be sold
pursuant  to  Rule 144 without any restriction as to the number of Securities as
of  a  particular  date that can then be immediately sold, all such certificates
shall  bear  the restrictive legend specified in Section 2(g) of this Agreement.
Solely with respect to the Conversion Shares and the Warrant Shares, the Company
warrants  that  no  instruction  other  than  the  Irrevocable  Transfer  Agent
Instructions  referred  to  in this Section 5, and stop transfer instructions to
give  effect  to  Section  2(f) hereof (in the case of the Conversion Shares and
Warrant  Shares,  prior  to  registration  of  the Conversion Shares and Warrant
Shares under the 1933 Act or the date on which the Conversion Shares and Warrant
Shares may be sold pursuant to Rule 144 without any restriction as to the number
of  Securities  as of a particular date that can then be immediately sold), will
be given by the Company to its transfer agent and that the Conversion Shares and
the  Warrant  Shares  shall  otherwise  be  freely transferable on the books and
records  of  the Company as and to the extent provided in this Agreement and the
Registration  Rights Agreement.  Nothing in this Section shall affect in any way
the Buyer's obligations and agreement set forth in Section 2(g) hereof to comply
with  all  applicable  prospectus delivery requirements, if any, upon re-sale of
the  Securities.  If a Buyer provides the Company with (i) an opinion of counsel
in  form, substance and scope customary for opinions in comparable transactions,
to  the  effect  that  a  public sale or transfer of such Securities may be made
without registration under the 1933 Act and such sale or transfer is effected or
(ii)  the  Buyer  provides reasonable assurances that the Securities can be sold
pursuant to Rule 144, the Company shall permit the transfer, and, in the case of
the  Conversion  Shares and Warrant Shares, promptly instruct its transfer agent
to  issue  one  or more certificates, free from restrictive legend, in such name
and  in such denominations as specified by such Buyer.  The Company acknowledges
that  a breach by it of its obligations hereunder will cause irreparable harm to
the Buyers, by vitiating the intent and purpose of the transactions contemplated
hereby.  Accordingly,  the  Company  acknowledges  that  the remedy at law for a
breach  of its obligations under this Section 5 may be inadequate and agrees, in
the  event  of a breach or threatened breach by the Company of the provisions of
this  Section,  that  the  Buyers  shall  be  entitled, in addition to all other
available  remedies,  to  an  injunction  restraining  any  breach and requiring
immediate  transfer,  without the necessity of showing economic loss and without
any  bond  or  other  security  being  required.
     6.     CONDITIONS  TO  THE COMPANY'S OBLIGATION TO SELL.  The obligation of
            ------------------------------------------------
the  Company  hereunder to issue and sell the Debentures and Warrants to a Buyer
at  the Closing is subject to the satisfaction, at or before the Closing Date of
each of the following conditions thereto, provided that these conditions are for
the  Company's  sole benefit and may be waived by the Company at any time in its
sole  discretion:
     a.     The  applicable  Buyer  shall  have  executed this Agreement and the
Registration  Rights  Agreement,  and  delivered  the  same  to  the  Company.
b.     The  applicable  Buyer  shall  have  delivered  the  Purchase  Price  in
accordance  with  Section  1(b)  above.
c.     The  representations and warranties of the applicable Buyer shall be true
and  correct  in  all  material  respects as of the date when made and as of the
Closing  Date  as  though  made  at  that  time  (except for representations and
warranties  that  speak  as  of a specific date), and the applicable Buyer shall
have  performed,  satisfied  and  complied  in  all  material  respects with the
covenants, agreements and conditions required by this Agreement to be performed,
satisfied  or  complied  with by the applicable Buyer at or prior to the Closing
Date.
d.     No litigation, statute, rule, regulation, executive order, decree, ruling
or injunction shall have been enacted, entered, promulgated or endorsed by or in
any  court  or  governmental  authority  of  competent  jurisdiction  or  any
self-regulatory  organization  having  authority  over  the matters contemplated
hereby  which prohibits the consummation of any of the transactions contemplated
by  this  Agreement.
     7.     CONDITIONS  TO  EACH BUYER'S OBLIGATION TO PURCHASE.  The obligation
            ---------------------------------------------------
of  each  Buyer hereunder to purchase the Debentures and Warrants at the Closing
is  subject  to  the  satisfaction, at or before the Closing Date of each of the
following  conditions,  provided that these conditions are for such Buyer's sole
benefit  and  may  be  waived  by such Buyer at any time in its sole discretion:
     a.     The  Company shall have executed this Agreement and the Registration
Rights  Agreement,  and  delivered  the  same  to  the  Buyer.
b.     The  Company  shall have delivered to such Buyer duly executed Debentures
(in  such  denominations  as the Buyer shall request) and Warrants in accordance
with  Section  1(b)  above.
c.     The  Transfer Agent Instructions, in form and substance satisfactory to a
majority-in-interest  of  the Buyers, shall have been delivered to the Company's
Transfer  Agent.
d.     The  representations  and  warranties  of  the  Company shall be true and
correct  in all material respects as of the date when made and as of the Closing
Date as though made at such time (except for representations and warranties that
speak as of a specific date) and the Company shall have performed, satisfied and
complied  in all material respects with the covenants, agreements and conditions
required  by  this  Agreement to be performed, satisfied or complied with by the
Company  at  or  prior  to  the  Closing  Date.  The Buyer shall have received a
certificate  or  certificates,  executed by an executive officer of the Company,
dated  as  of  the  Closing  Date,  to the foregoing effect and as to such other
matters  as may be reasonably requested by such Buyer including, but not limited
to  certificates  with  respect  to  the Company's Certificate of Incorporation,
By-laws  and  Board  of  Directors'  resolutions  relating  to  the transactions
contemplated  hereby.
e.     No litigation, statute, rule, regulation, executive order, decree, ruling
or injunction shall have been enacted, entered, promulgated or endorsed by or in
any  court  or  governmental  authority  of  competent  jurisdiction  or  any
self-regulatory  organization  having  authority  over  the matters contemplated
hereby  which prohibits the consummation of any of the transactions contemplated
by  this  Agreement.
f.     No event shall have occurred which could reasonably be expected to have a
Material  Adverse  Effect  on  the  Company.
g.     Trading in the Common Stock on the OTCBB shall not have been suspended by
the  SEC  or  the  OTCBB.
h.     The  Buyer shall have received an opinion of the Company's counsel, dated
as  of the Closing Date, in form, scope and substance reasonably satisfactory to
the  Buyer  and  in  substantially the same form as Exhibit "D" attached hereto.
     8.     GOVERNING  LAW;  MISCELLANEOUS.
            ------------------------------
     a.     Governing  Law.  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 WITH 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 IN 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  REASONABLE FEES AND EXPENSES,
INCLUDING  REASONABLE  ATTORNEYS'  FEES,  INCURRED  BY  THE  PREVAILING PARTY IN
CONNECTION  WITH  SUCH  DISPUTE.
b.     Counterparts; Signatures by Facsimile.  This Agreement may be executed in
       -------------------------------------
one  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.
c.     Headings.  The  headings  of  this  Agreement  are  for  convenience  of
       --------
reference only and shall not form part of, or affect the interpretation of, this
       -
Agreement.
d.     Severability.  In  the  event  that  any  provision  of this Agreement is
       ------------
invalid  or  enforceable  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.
e.     Entire  Agreement;  Amendments.  This  Agreement  and  the  instruments
       ------------------------------
referenced  herein  contain the entire understanding of the parties with respect
to  the matters covered herein and therein and, except as specifically set forth
herein  or  therein, neither the Company nor the Buyer makes any representation,
warranty, covenant or undertaking with respect to such matters.  No provision of
this  Agreement  may be waived or amended other than by an instrument in writing
signed  by  the  party  to  be  charged  with  enforcement.
f.     Notices.  Any  notices  required or permitted to be given under the terms
       -------
of  this Agreement 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 a Buyer:  To the address set forth immediately below such Buyer's name on
the  signature  pages  hereto.
     With  copy  to:

     Bristol  DLP,  LLC
Investment  Manager
6363  Sunset  Blvd.,  Fifth  Floor
Hollywood,  CA  90028
Attention:  Amy  Wang
Telephone:  323-769-2852
Facsimile:  323-468-8307
Email:  amy@bristolcompanies.net

Each  party  shall  provide  notice to the other party of any change in address.
     g.     Successors  and  Assigns.  This  Agreement shall be binding upon and
            ------------------------
inure  to  the benefit of the parties and their successors and assigns.  Neither
the  Company  nor  any  Buyer  shall  assign  this  Agreement  or  any rights or
obligations  hereunder  without  the  prior  written  consent  of  the  other.
Notwithstanding the foregoing, subject to Section 2(f), any Buyer may assign its
rights  hereunder  to any of its "affiliates," as that term is defined under the
1934  Act,  without  the  consent  of  the  Company.
h.     Third Party Beneficiaries.  This Agreement is intended for the benefit of
       -------------------------
the parties hereto and their respective permitted successors and assigns, and is
not  for  the benefit of, nor may any provision hereof be enforced by, any other
person.
i.     Survival.  The  representations  and  warranties  of  the Company and the
       --------
agreements  and  covenants set forth in Sections 3, 4, 5 and 8 shall survive the
closing  hereunder  notwithstanding any due diligence investigation conducted by
or  on  behalf of the Buyers.  The Company agrees to indemnify and hold harmless
each  of  the Buyers and all their officers, directors, employees and agents for
loss  or  damage arising as a result of or related to any material breach by the
Company  of  any  of  its representations, warranties and covenants set forth in
Sections  3  and  4  hereof  or  any of its covenants and obligations under this
Agreement  or  the  Registration  Rights  Agreement,  including  advancement  of
expenses  as  they  are  incurred.
j.     Publicity.  The  Company  and  each of the Buyers shall have the right to
       ---------
review  a  reasonable period of time before issuance of any press releases, SEC,
OTCBB  or  NASD  filings,  or  any  other  public statements with respect to the
transactions  contemplated  hereby; provided, however, that the Company shall be
                                    --------  -------
entitled,  without  the  prior approval of each of the Buyers, to make any press
release  or SEC, OTCBB (or other applicable trading market) or NASD filings with
respect  to  such  transactions as is required by applicable law and regulations
(although  each  of  the  Buyers shall be consulted by the Company in connection
with  any  such  press release prior to its release and shall be provided with a
copy  thereof  and  be  given  an  opportunity  to  comment  thereon).
k.     Further Assurances.  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.
l.     No  Strict  Construction.  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.
m.     Remedies.  The  Company  acknowledges  that  a  breach  by  it  of  its
       --------
obligations hereunder will cause irreparable harm to the Buyers by vitiating the
       ---
intent  and  purpose  of  the transaction contemplated hereby.  Accordingly, the
Company  acknowledges  that  the  remedy  at law for a 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 the provisions of this Agreement, that the
Buyers  shall be entitled, in addition to all other available remedies at 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.

<PAGE>
IN  WITNESS  WHEREOF,  the  undersigned  Buyers and the Company have caused this
Agreement  to  be  duly  executed  as  of  the  date  first  above  written.
IMAGING  TECHNOLOGIES  CORPORATION
By:     ________________________________
     Brian  Bonar
President  and  Chief  Executive  Officer

BRISTOL  INVESTMENT  FUND,  LTD.

By:
     Diana  Derycz  Kessler
Director

RESIDENCE:  Cayman  Islands

ADDRESS:     Caledonian  House
     Jennett  Street
     George  Town
          Grand  Cayman,  Cayman  Islands
     Facsimile:     441-295-2305
     Telephone:     441-298-5067

AGGREGATE  SUBSCRIPTION  AMOUNT:

     Aggregate  Principal  Amount  of  Debentures:                         $
500,000
     Number  of  Warrants:                                   60,240,964
     Aggregate  Purchase  Price:                                   $  500,000


<PAGE>