EXHIBIT 10(A)

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE  "ACT"),  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.

                          SECURED CONVERTIBLE DEBENTURE

San  Diego,  California
January  22,  2002     $500,000

     FOR  VALUE  RECEIVED,  IMAGING  TECHNOLOGIES  CORPORATION,  a  Delaware
corporation  (hereinafter  called the "BORROWER"), hereby promises to pay to the
order  of BRISTOL INVESTMENT FUND, LTD. or registered assigns (the "HOLDER") the
sum  of  Five  Hundred  Thousand  Dollars  ($500,000),  on January 22, 2003 (the
"MATURITY  DATE"), and to pay interest on the unpaid principal balance hereof at
the  rate  of  eight  percent  (8%)  per annum from January 22, 2002 (the "ISSUE
DATE")  until  the  same  becomes  due  and payable, whether at maturity or upon
acceleration or by prepayment or otherwise.  Any amount of principal or interest
on  this Debenture which is not paid when due shall bear interest at the rate of
fifteen percent (15%) per annum from the due date thereof until the same is paid
("DEFAULT INTEREST").  Interest shall commence accruing on the issue date, shall
be computed on the basis of a 365-day year and the actual number of days elapsed
and shall be payable, at the option of the Holder, either quarterly on March 31,
June  30, September 30 and December 31 of each year beginning on March 31, 2002,
or  at the time of conversion of the principal to which such interest relates in
accordance  with Article I below.  All payments due hereunder (to the extent not
converted  into  common  stock, par value $0.005 per share, of the Borrower (the
"COMMON  STOCK")  in  accordance  with the terms hereof) shall be made in lawful
money  of the United States of America or, at the option of the Holder, in whole
or  in  part,  in  shares  of  Common  Stock  of the Borrower valued at the then
applicable  Conversion  Price (as defined herein). All payments shall be made at
such  address  as  the  Holder  shall  hereafter give to the Borrower by written
notice  made  in accordance with the provisions of this Debenture.  Whenever any
amount  expressed  to  be  due  by the terms of this Debenture is due on any day
which  is  not  a  business  day,  the  same  shall  instead  be due on the next
succeeding  day which is a business day and, in the case of any interest payment
date  which  is  not  the  date  on  which  this  Debenture is paid in full, the
extension  of  the due date thereof shall not be taken into account for purposes
of  determining  the  amount  of  interest  due  on  such date.  As used in this
Debenture,  the  term  "business  day" shall mean any day other than a Saturday,
Sunday or a day on which commercial banks in the city of Los Angeles, California
are  authorized  or  required  by law or executive order to remain closed.  Each
capitalized  term used herein, and not otherwise defined, shall have the meaning
ascribed  thereto  in  that certain Securities Purchase Agreement, dated January
22,  2002, pursuant to which this Debenture was originally issued (the "PURCHASE
AGREEMENT").

     This  Debenture is 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  Borrower  and will not impose
personal  liability  upon  the  holder thereof.  The obligations of the Borrower
under  this  Debenture shall be secured by that certain Security Agreement dated
by  and  between  the  Borrower  and  the  Holder  of  even  date  herewith.

     The  following  terms  shall  apply  to  this  Debenture:

                          ARTICLE I.  CONVERSION RIGHTS

     1.1     CONVERSION  RIGHT.  The  Holder  shall  have the right from time to
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time,  and  at  any time on or prior to the earlier of (i) the Maturity Date and
(ii)  the  date  of  payment  of  the Default Amount (as defined in Article III)
pursuant  to  Section  1.6(a) or Article III, the Optional Prepayment Amount (as
defined  in Section 5.1 or any payments pursuant to Section 1.7, each in respect
of  the  remaining outstanding principal amount of this Debenture to convert all
or  any  part  of  the outstanding and unpaid principal amount of this Debenture
into  fully paid and non-assessable shares of Common Stock, as such Common Stock
exists  on the Issue Date, or any shares of capital stock or other securities of
the  Borrower  into  which  such  Common  Stock  shall  hereafter  be changed or
reclassified  at  the  conversion  price  (the "CONVERSION PRICE") determined as
provided  herein (a "CONVERSION"); provided, however, that in no event shall the
                                   --------  -------
Holder  be  entitled  to convert any portion of this Debenture in excess of that
portion  of this Debenture upon conversion of which the sum of (1) the number of
shares  of  Common  Stock  beneficially  owned  by the Holder and its affiliates
(other  than  shares  of  Common  Stock  which  may be deemed beneficially owned
through  the  ownership  of  the  unconverted  portion  of the Debentures or the
unexercised  or  unconverted  portion  of  any  other  security  of the Borrower
(including,  without limitation, the warrants issued by the Borrower pursuant to
the  Purchase  Agreement)  subject  to  a  limitation  on conversion or exercise
analogous  to  the limitations contained herein) and (2) the number of shares of
Common  Stock issuable upon the conversion of the portion of this Debenture with
respect  to  which the determination of this proviso is being made, would result
in  beneficial  ownership  by the Holder and its affiliates of more than 4.9% of
the  outstanding  shares  of  Common  Stock.  For purposes of the proviso to the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d)  of  the  Securities  Exchange  Act of 1934, as
amended,  and  Regulations  13D-G  thereunder,  except  as otherwise provided in
clause  (1)  of  such  proviso.  The  Holder  of  this  Debenture  may waive the
limitations  set  forth  herein  by  sixty-one  (61)  days written notice to the
Borrower.  The  number  of  shares  of  Common  Stock  to  be  issued  upon each
conversion  of  this  Debenture  shall  be determined by dividing the Conversion
Amount  (as  defined below) by the applicable Conversion Price then in effect on
the  date  specified in the notice of conversion, in the form attached hereto as
Exhibit  A (the "NOTICE OF CONVERSION"), delivered to the Borrower by the Holder
in  accordance with Section 1.4 below; provided that the Notice of Conversion is
submitted  by  facsimile (or by other means resulting in, or reasonably expected
to  result in, notice) to the Borrower before 3:00 p.m., Los Angeles, California
time  on  such  conversion  date  (the "CONVERSION DATE").  The term "CONVERSION
AMOUNT"  means, with respect to any conversion of this Debenture, the sum of (1)
the  principal  amount of this Debenture to be converted in such conversion plus
                                                                            ----
(2)  accrued  and  unpaid  interest,  if  any,  on  such principal amount at the
interest  rates  provided  in  this  Debenture  to  the Conversion Date plus (3)
                                                                        ----
Default  Interest,  if  any,  on  the  amounts  referred  to  in the immediately
preceding  clauses  (1)  and/or (2) plus (4) at the Holder's option, any amounts
                                    ----
owed  to  the  Holder  pursuant to Sections 1.3 and 1.4(g) hereof or pursuant to
Section  2(c) of that certain Registration Rights Agreement, dated as of January
22, 2002, executed in connection with the initial issuance of this Debenture and
the  other Debentures issued on the Issue Date and the Additional Debentures (as
defined  in  the  Purchase  Agreement)  (the  "REGISTRATION  RIGHTS AGREEMENT").

     1.2     CONVERSION  PRICE.
             -----------------

     (A)     CALCULATION  OF CONVERSION PRICE.     The Conversion Price shall be
             --------------------------------
the lesser of (i) the Variable Conversion Price (as defined herein) and (ii) the
Fixed  Conversion Price (as defined herein) (subject, in each case, to equitable
adjustments  for  stock  splits,  stock  dividends  or  rights  offerings by the
Borrower  relating  to  the  Borrower's  securities  or  the  securities  of any
subsidiary  of  the Borrower, combinations, recapitalization, reclassifications,
extraordinary  distributions  and  similar  events).  The  "VARIABLE  CONVERSION
PRICE"  shall  mean  the Applicable Percentage (as defined herein) multiplied by
the  Market  Price (as defined herein).  "MARKET PRICE" means the average of the
lowest  three  (3) Trading Prices (as defined below) for the Common Stock during
the  thirty (30) Trading Day period ending one Trading Day prior to the date the
Conversion  Notice  is  sent  by  the  Holder to the Borrower via facsimile (the
"CONVERSION DATE").  "TRADING PRICE" means, for any security as of any date, the
intraday  trading  price on the Over-the-Counter Bulletin Board (the "OTCBB") as
reported  by  a  reliable reporting service mutually acceptable to and hereafter
designated  by  Holders  of  a  majority  in  interest of the Debentures and the
Borrower or, if the OTCBB is not the principal trading market for such security,
the intraday trading price of such security on the principal securities exchange
or  trading  market  where  such security is listed or traded or, if no intraday
trading price of such security is available in any of the foregoing manners, the
average  of  the  intraday trading prices of any market makers for such security
that  are listed in the "pink sheets" by the National Quotation Bureau, Inc.  If
the  Trading  Price  cannot  be calculated for such security on such date in the
manner  provided  above,  the  Trading  Price  shall be the fair market value as
mutually determined by the Borrower and the holders of a majority in interest of
the Debentures being converted for which the calculation of the Trading Price is
required  in  order  to  determine  the  Conversion  Price  of  such Debentures.
"TRADING  DAY"  shall  mean  any day on which the Common Stock is traded for any
period on the OTCBB, or on the principal securities exchange or other securities
market  on which the Common Stock is then being traded.  "APPLICABLE PERCENTAGE"
shall  mean  70%.  The  "FIXED  CONVERSION  PRICE"  shall  mean  $.0166.

     (B)     CONVERSION  PRICE  DURING  MAJOR  ANNOUNCEMENTS.  Notwithstanding
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anything  contained in Section 1.2(a) to the contrary, in the event the Borrower
(i) makes a public announcement that it intends to consolidate or merge with any
other corporation (other than a merger in which the Borrower is the surviving or
continuing  corporation  and its capital stock is unchanged) or sell or transfer
all or substantially all of the assets of the Borrower or (ii) any person, group
or entity (including the Borrower) publicly announces a tender offer to purchase
50%  or  more of the Borrower's Common Stock (or any other takeover scheme) (the
date  of  the  announcement  referred  to  in  clause (i) or (ii) is hereinafter
referred  to  as  the  "ANNOUNCEMENT  DATE"),  then  the Conversion Price shall,
effective  upon  the  Announcement  Date  and  continuing  through  the Adjusted
Conversion  Price  Termination Date (as defined below), be equal to the lower of
(x)  the  Conversion  Price  which  would  have been applicable for a Conversion
occurring  on  the  Announcement  Date  and  (y) the Conversion Price that would
otherwise be in effect. From and after the Adjusted Conversion Price Termination
Date,  the  Conversion  Price  shall  be determined as set forth in this Section
1.2(a).  For  purposes  hereof,  "ADJUSTED  CONVERSION  PRICE  TERMINATION DATE"
shall  mean,  with  respect  to  any  proposed  transaction  or tender offer (or
takeover scheme) for which a public announcement as contemplated by this Section
1.2(b)  has  been  made, the date upon which the Borrower (in the case of clause
(i)  above)  or  the  person, group or entity (in the case of clause (ii) above)
consummates or publicly announces the termination or abandonment of the proposed
transaction  or  tender  offer  (or  takeover  scheme) which caused this Section
1.2(b)  to  become  operative.

     1.3     AUTHORIZED  SHARES.  Subject  to  Section  4(n)  of  the  Purchase
             ------------------
Agreement,  the  Borrower  covenants that during the period the conversion right
exists,  the Borrower will reserve from its authorized and unissued Common Stock
a  sufficient  number of shares, free from preemptive rights, to provide for the
issuance  of  Common  Stock  upon  the full conversion of this Debenture and the
Additional  Debentures to be issued pursuant to the Purchase Agreement.  Subject
to Section 4(n) of the Purchase Agreement, the Borrower is required at all times
to  have authorized and reserved two times the number of shares that is actually
issuable  upon  full conversion of the Debentures (based on the Conversion Price
of  the  Debentures or the Exercise Price of the Warrants in effect from time to
time) (the "RESERVED AMOUNT").  The Reserved Amount shall be increased from time
to  time  in accordance with the Borrower's obligations pursuant to Section 4(h)
of  the  Purchase  Agreement.  The  Borrower represents that upon issuance, such
shares  will  be  duly  and  validly  issued, fully paid and non-assessable.  In
addition,  if  the Borrower shall issue any securities or make any change to its
capital  structure  which would change the number of shares of Common Stock into
which  the Debentures shall be convertible at the then current Conversion Price,
the  Borrower  shall  at  the same time make proper provision so that thereafter
there  shall  be  a  sufficient  number of shares of Common Stock authorized and
reserved,  free  from  preemptive  rights,  for  conversion  of  the outstanding
Debentures.  The  Borrower  (i)  acknowledges that it has irrevocably instructed
its  transfer  agent  to  issue  certificates for the Common Stock issuable upon
conversion  of  this  Debenture,  and  (ii)  agrees  that  its  issuance of this
Debenture  shall  constitute  full  authority to its officers and agents who are
charged  with  the duty of executing stock certificates to execute and issue the
necessary  certificates  for shares of Common Stock in accordance with the terms
and  conditions  of  this  Debenture.

     If,  at any time a Holder of this Debenture submits a Notice of Conversion,
and  the  Borrower  does  not  have sufficient authorized but unissued shares of
Common  Stock  available  to  effect  such  conversion  in  accordance  with the
provisions  of  this Article I (a "CONVERSION DEFAULT"), subject to Section 4.8,
the  Borrower  shall issue to the Holder all of the shares of Common Stock which
are  then  available  to  effect such conversion.  The portion of this Debenture
which  the Holder included in its Conversion Notice and which exceeds the amount
which  is  then  convertible  into available shares of Common Stock (the "EXCESS
AMOUNT")  shall,  notwithstanding anything to the contrary contained herein, not
be  convertible into Common Stock in accordance with the terms hereof until (and
at  the  Holder's option at any time after) the date additional shares of Common
Stock  are  authorized  by the Borrower to permit such conversion, at which time
the  Conversion  Price  in  respect  thereof  shall  be  the  lesser  of (i) the
Conversion  Price on the Conversion Default Date (as defined below) and (ii) the
Conversion  Price  on  the  Conversion  Date thereafter elected by the Holder in
respect  thereof.  In  addition,  the  Borrower shall pay to the Holder payments
("CONVERSION  DEFAULT  PAYMENTS")  for a Conversion Default in the amount of (x)
the  sum of (1) the then outstanding principal amount of this Debenture plus (2)
     ------                                                             ----
accrued  and  unpaid  interest  on the unpaid principal amount of this Debenture
through  the Authorization Date (as defined below) plus (3) Default Interest, if
                                                   ----
any,  on  the  amounts  referred to in clauses (1) and/or (2), multiplied by (y)
                                                               -------------
 .24,  multiplied  by  (z) (N/365), where N = the number of days from the day the
      --------------
holder  submits  a Notice of Conversion giving rise to a Conversion Default (the
"CONVERSION  DEFAULT  DATE")  to  the  date  (the "AUTHORIZATION DATE") that the
Borrower  authorizes  a  sufficient  number  of shares of Common Stock to effect
conversion  of  the  full  outstanding principal balance of this Debenture.  The
Borrower  shall  use its best efforts to authorize a sufficient number of shares
of  Common  Stock  as soon as practicable following the earlier of (i) such time
that  the  Holder  notifies  the Borrower or that the Borrower otherwise becomes
aware  that  there  are  or  likely will be insufficient authorized and unissued
shares  to  allow  full  conversion  thereof and (ii) a Conversion Default.  The
Borrower  shall  send  notice  to  the Holder of the authorization of additional
shares  of  Common  Stock,  the  Authorization  Date  and the amount of Holder's
accrued  Conversion  Default  Payments.  The accrued Conversion Default Payments
for  each  calendar  month  shall  be  paid in cash or shall be convertible into
Common  Stock  (at such time as there are sufficient authorized shares of Common
Stock)  at  the applicable Conversion Price, at the Holder's option, as follows:

     (A)     In  the  event  Holder  elects  to  take such payment in cash, cash
payment  shall  be  made to Holder by the fifth (5th) day of the month following
the  month  in  which  it  has  accrued;  and

     (B)     In  the  event  Holder elects to take such payment in Common Stock,
the  Holder  may convert such payment amount into Common Stock at the Conversion
Price  (as  in effect at the time of conversion) at any time after the fifth day
of  the month following the month in which it has accrued in accordance with the
terms  of  this  Article  I  (so  long  as  there is then a sufficient number of
authorized  shares  of  Common  Stock).

     The  Holder's election shall be made in writing to the Borrower at any time
prior  to  6:00  p.m., Los Angeles time, on the third day of the month following
the  month in which Conversion Default payments have accrued.  If no election is
made,  the  Holder  shall  be  deemed  to have elected to receive cash.  Nothing
herein shall limit the Holder's right to pursue actual damages (to the extent in
excess  of  the  Conversion  Default  Payments)  for  the  Borrower's failure to
maintain  a  sufficient  number  of  authorized shares of Common Stock, and each
holder shall have the right to pursue all remedies available at law or in equity
(including  degree  of  specific  performance  and/or  injunctive  relief).

     1.4     METHOD  OF  CONVERSION.
             ----------------------

     (A)     MECHANICS OF CONVERSION.     Subject to Section 1.1, this Debenture
             -----------------------
may be converted by the Holder in whole or in part at any time from time to time
after  the  Issue Date, by (A) submitting to the Borrower a Notice of Conversion
(by  facsimile  or  other  reasonable  means  of communication dispatched on the
Conversion  Date  prior  to  3:00  p.m.,  Los  Angeles, California time) and (B)
subject  to  Section 1.4(b), surrendering this Debenture at the principal office
of  the  Borrower.

     (B)     SURRENDER  OF  DEBENTURE UPON CONVERSION.  Notwithstanding anything
             ----------------------------------------
to  the  contrary  set  forth  herein,  upon  conversion  of  this  Debenture in
accordance with the terms hereof, the Holder shall not be required to physically
surrender  this  Debenture  to  the  Borrower unless the entire unpaid principal
amount  of  this  Debenture  is so converted.  The Holder and the Borrower shall
maintain records showing the principal amount so converted and the dates of such
conversions  or  shall  use  such  other  method, reasonably satisfactory to the
Holder  and  the  Borrower,  so  as  not  to  require physical surrender of this
Debenture  upon  each  such  conversion.  In  the  event  of  any  dispute  or
discrepancy, such records of the Borrower shall be controlling and determinative
in the absence of manifest error.  Notwithstanding the foregoing, if any portion
of  this  Debenture  is converted as aforesaid, the Holder may not transfer this
Debenture  unless  the  Holder first physically surrenders this Debenture to the
Borrower, whereupon the Borrower will forthwith issue and deliver upon the order
of  the  Holder  a  new  Debenture of like tenor, registered as the Holder (upon
payment  by  the  Holder  of  any  applicable  transfer  taxes)  may  request,
representing  in  the  aggregate  the  remaining unpaid principal amount of this
Debenture.  The  Holder  and  any  assignee,  by  acceptance  of this Debenture,
acknowledge  and  agree  that,  by  reason  of the provisions of this paragraph,
following  conversion of a portion of this Debenture, the unpaid and unconverted
principal  amount  of  this  Debenture represented by this Debenture may be less
than  the  amount  stated  on  the  face  hereof.

     (C)     PAYMENT OF TAXES.     The Borrower shall not be required to pay any
             ----------------
tax  which  may  be payable in respect of any transfer involved in the issue and
delivery of shares of Common Stock or other securities or property on conversion
of  this  Debenture in a name other than that of the Holder (or in street name),
and  the  Borrower  shall not be required to issue or deliver any such shares or
other  securities or property unless and until the person or persons (other than
the  Holder or the custodian in whose street name such shares are to be held for
the  Holder's  account)  requesting  the issuance thereof shall have paid to the
Borrower  the  amount  of  any  such  tax  or  shall  have  established  to  the
satisfaction  of  the  Borrower  that  such  tax  has  been  paid.

     (D)     DELIVERY  OF  COMMON  STOCK  UPON  CONVERSION.  Upon receipt by the
             ---------------------------------------------
Borrower  from the Holder of a facsimile transmission (or other reasonable means
of  communication)  of  a  Notice  of  Conversion  meeting  the requirements for
conversion  as  provided  in  this  Section  1.4,  the  Borrower shall cause its
transfer  agent  to  issue and deliver or cause to be issued and delivered to or
upon  the  order  of  the Holder certificates for the Common Stock issuable upon
such  conversion  within three (3) business days after such receipt (and, solely
in  the  case  of  conversion  of  the  entire  unpaid  principal amount hereof,
surrender of this Debenture) (such third business day being hereinafter referred
to  as  the  "DEADLINE")  in  accordance  with the terms hereof and the Purchase
Agreement (including, without limitation, in accordance with the requirements of
Section  2(g)  of  the Purchase Agreement that certificates for shares of Common
Stock  issued  on or after the effective date of the Registration Statement upon
conversion of this Debenture shall not bear any restrictive legend, as permitted
by  law).

     (E)     OBLIGATION  OF  BORROWER  TO DELIVER COMMON STOCK.  Upon receipt by
             -------------------------------------------------
the  Borrower  of  a  Notice of Conversion, the Holder shall be deemed to be the
holder  of  record  of  the  Common  Stock  issuable  upon  such conversion, the
outstanding  principal  amount  and the amount of accrued and unpaid interest on
this  Debenture  shall  be  reduced  to reflect such conversion, and, unless the
Borrower  defaults  on  its  obligations  under  this Article I, all rights with
respect  to  the  portion  of  this Debenture being so converted shall forthwith
terminate except the right to receive the Common Stock or other securities, cash
or  other  assets,  as herein provided, on such conversion.  If the Holder shall
have  given a Notice of Conversion as provided herein, the Borrower's obligation
to  issue  and  deliver  the certificates for Common Stock shall be absolute and
unconditional,  irrespective  of  the  absence  of  any  action by the Holder to
enforce  the  same, any waiver or consent with respect to any provision thereof,
the  recovery  of  any  judgment against any person or any action to enforce the
same,  any  failure  or  delay in the enforcement of any other obligation of the
Borrower  to  the  holder  of  record,  or any setoff, counterclaim, recoupment,
limitation  or termination, or any breach or alleged breach by the Holder of any
obligation  to  the  Borrower,  and irrespective of any other circumstance which
might  otherwise  limit  such  obligation  of  the  Borrower  to  the  Holder in
connection with such conversion.  The Conversion Date specified in the Notice of
Conversion  shall  be the Conversion Date so long as the Notice of Conversion is
received by the Borrower before 3:00 p.m., Los Angeles, California time, on such
date.

     (F)     DELIVERY  OF  COMMON  STOCK  BY  ELECTRONIC  TRANSFER.  In  lieu of
             -----------------------------------------------------
delivering  physical  certificates  representing  the Common Stock issuable upon
conversion,  provided  the  Borrower's  transfer  agent  is participating in the
Depository  Trust  Company  ("DTC")  Fast Automated Securities Transfer ("FAST")
program,  upon  request  of  the  Holder  and its compliance with the provisions
contained  in  Section  1.1  and in this Section 1.4, the Borrower shall use its
best  efforts  to cause its transfer agent to electronically transmit the Common
Stock  issuable  upon  conversion  to  the  Holder  by  crediting the account of
Holder's  Prime  Broker with DTC through its Deposit Withdrawal Agent Commission
("DWAC") system.  In the event that Borrower's transfer agent is not eligible or
is  not currently participating in the DTC FAST program, Borrower will cause its
transfer  agent  to  take  whatever  action  is  necessary to become eligible to
participate  in the DTC FAST program within ten (10) business days following the
Issue  Date.

     (G)     FAILURE  TO DELIVER COMMON STOCK PRIOR TO DEADLINE.  Without in any
             --------------------------------------------------
way  limiting  the  Holder's  right  to  pursue other remedies, including actual
damages  and/or  equitable  relief,  the  parties  agree that if delivery of the
Common  Stock  issuable  upon  conversion of this Debenture is more than two (2)
business  days after the Deadline (other than a failure due to the circumstances
described in Section 1.3 above, which failure shall be governed by such Section)
the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond
the  Deadline  that  the Borrower fails to deliver such Common Stock.  Such cash
amount shall be paid to Holder by the fifth day of the month following the month
in  which  it  has accrued or, at the option of the Holder (by written notice to
the  Borrower  by the first day of the month following the month in which it has
accrued),  shall  be  added  to the principal amount of this Debenture, in which
event  interest  shall  accrue  thereon  in  accordance  with  the terms of this
Debenture  and such additional principal amount shall be convertible into Common
Stock  in  accordance  with  the  terms  of  this  Debenture.

     1.5     CONCERNING  THE  SHARES.  The  shares of Common Stock issuable upon
             -----------------------
conversion  of  this  Debenture  may  not be sold or transferred unless (i) such
shares are sold pursuant to an effective registration statement under the Act or
(ii)  the  Borrower  or  its  transfer  agent  shall have been furnished with an
opinion  of  counsel  (which  opinion  shall  be  in  form,  substance and scope
customary for opinions of counsel in comparable transactions) to the effect that
the  shares  to be sold or transferred may be sold or transferred pursuant to an
exemption  from  such  registration or (iii) such shares are sold or transferred
pursuant  to  Rule  144 under the Act (or a successor rule) ("RULE 144") or (iv)
such  shares  are  transferred to an "affiliate" (as defined in Rule 144) of the
Borrower  who agrees to sell or otherwise transfer the shares only in accordance
with  this  Section  1.5  and  who  is an Accredited Investor (as defined in the
Purchase  Agreement).  Except  as  otherwise  provided in the Purchase Agreement
(and  subject to the removal provisions set forth below), until such time as the
shares  of  Common  Stock  issuable  upon conversion of this Debenture have been
registered under the Act as contemplated by the Registration Rights Agreement or
otherwise  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,
each  certificate  for  shares  of Common Stock issuable upon conversion of this
Debenture  that  has not been so included in an effective registration statement
or  that has not been sold pursuant to an effective registration statement or an
exemption  that permits removal of the legend, shall bear a legend substantially
in  the  following  form,  as  appropriate:

"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  UNLESS  SOLD  PURSUANT  TO  RULE  144  OR  REGULATION  S  UNDER  SAID ACT."

     The legend set forth above shall be removed and the Borrower shall issue to
the  Holder a new certificate therefor free of any transfer legend, as permitted
by law, if (i) the Borrower or its transfer agent shall have received 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
Common  Stock  may be made without registration under the Act and the shares are
so  sold  or transferred, (ii) such Holder provides the Borrower or its transfer
agent  with reasonable assurances that the Common Stock issuable upon conversion
of  this  Debenture  (to  the  extent  such  securities  are deemed to have been
acquired on the same date) can be sold pursuant to Rule 144 or (iii) in the case
of the Common Stock issuable upon conversion of this Debenture, such security is
registered  for  sale  by  the  Holder under an effective registration statement
filed  under  the  Act or otherwise 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.  Nothing in this Debenture shall (i) limit the Borrower's
obligation under the Registration Rights Agreement or (ii) affect in any way the
Holder's  obligations to comply with applicable prospectus delivery requirements
upon  the  resale  of  the  securities  referred  to  herein.

     1.6     EFFECT  OF  CERTAIN  EVENTS.
             ---------------------------

     (A)     EFFECT OF MERGER, CONSOLIDATION, ETC.  At the option of the Holder,
             -------------------------------------
the sale, conveyance or disposition of all or substantially all of the assets of
the  Borrower,  the  effectuation  by the Borrower of a transaction or series of
related  transactions in which more than 50% of the voting power of the Borrower
is  disposed  of,  or the consolidation, merger or other business combination of
the  Borrower  with  or into any other Person (as defined below) or Persons when
the  Borrower is not the survivor shall either:  (i) be deemed to be an Event of
Default  (as  defined  in  Article  III) pursuant to which the Borrower shall be
required  to  pay  to  the Holder upon the consummation of and as a condition to
such  transaction  an  amount equal to the Default Amount (as defined in Article
III)  or (ii) be treated pursuant to Section 1.6(b) hereof.  "PERSON" shall mean
any  individual,  corporation,  limited  liability  company,  partnership,
association,  trust  or  other  entity  or  organization.

     (B)     ADJUSTMENT  DUE  TO MERGER, CONSOLIDATION, ETC.     If, at any time
             -----------------------------------------------
when  this Debenture is issued and outstanding and prior to conversion of all of
the  Debentures,  there  shall be any merger, consolidation, exchange of shares,
recapitalization,  reorganization,  or other similar event, as a result of which
shares  of  Common  Stock  of  the  Borrower shall be changed into the same or a
different number of shares of another class or classes of stock or securities of
the  Borrower  or another entity, or in case of any sale or conveyance of all or
substantially  all of the assets of the Borrower other than in connection with a
plan  of complete liquidation of the Borrower, then the Holder of this Debenture
shall  thereafter  have  the right to receive upon conversion of this Debenture,
upon the basis and upon the terms and conditions specified herein and in lieu of
the  shares  of  Common  Stock immediately theretofore issuable upon conversion,
such  stock,  securities  or assets which the Holder would have been entitled to
receive  in  such  transaction  had  this  Debenture  been  converted  in  full
immediately  prior  to  such  transaction  (without regard to any limitations on
conversion  set forth herein), and in any such case appropriate provisions shall
be made with respect to the rights and interests of the Holder of this Debenture
to the end that the provisions hereof (including, without limitation, provisions
for adjustment of the Conversion Price and of the number of shares issuable upon
conversion of the Debenture) shall thereafter be applicable, as nearly as may be
practicable  in relation to any securities or assets thereafter deliverable upon
the  conversion hereof.  The Borrower shall not effect any transaction described
in  this  Section  1.6(b)  unless (a) it first gives, to the extent practicable,
thirty  (30)  days  prior written notice (but in any event at least fifteen (15)
days  prior  written  notice)  of  the  record  date  of  the special meeting of
stockholders  to  approve,  or if there is no such record date, the consummation
of,  such  merger,  consolidation,  exchange  of  shares,  recapitalization,
reorganization  or  other similar event or sale of assets (during which time the
Holder  shall  be  entitled  to  convert  this  Debenture) and (b) the resulting
successor  or  acquiring  entity  (if  not  the  Borrower)  assumes  by  written
instrument  the  obligations of this Section 1.6(b).  The above provisions shall
similarly apply to successive consolidations, mergers, sales, transfers or share
exchanges.

     (C)     ADJUSTMENT  DUE  TO DISTRIBUTION.     If the Borrower shall declare
             --------------------------------
or  make  any  distribution  of  its assets (or rights to acquire its assets) to
holders  of  Common  Stock  as a dividend, stock repurchase, by way of return of
capital  or  otherwise (including any dividend or distribution to the Borrower's
shareholders in cash or shares (or rights to acquire shares) of capital stock of
a  subsidiary  (i.e.,  a  spin-off)) (a "DISTRIBUTION"), then the Holder of this
Debenture  shall  be  entitled,  upon any conversion of this Debenture after the
date  of  record  for determining shareholders entitled to such Distribution, to
receive  the  amount  of such assets which would have been payable to the Holder
with  respect  to  the  shares of Common Stock issuable upon such conversion had
such  Holder  been  the holder of such shares of Common Stock on the record date
for  the  determination  of  shareholders  entitled  to  such  Distribution.

     (D)     PURCHASE RIGHTS.     If, at any time when any Debentures are issued
             ---------------
and  outstanding,  the  Borrower  issues any convertible securities or rights to
purchase  stock,  warrants, securities or other property (the "PURCHASE RIGHTS")
pro  rata to the record holders of any class of Common Stock, then the Holder of
this  Debenture  will  be entitled to acquire, upon the terms applicable to such
Purchase  Rights,  the  aggregate  Purchase  Rights which such Holder could have
acquired if such Holder had held the number of shares of Common Stock acquirable
upon complete conversion of this Debenture (without regard to any limitations on
conversion  contained  herein)  immediately before the date on which a record is
taken  for  the  grant,  issuance or sale of such Purchase Rights or, if no such
record  is taken, the date as of which the record holders of Common Stock are to
be  determined  for  the  grant,  issue  or  sale  of  such  Purchase  Rights.

     (E)     NOTICE  OF  ADJUSTMENTS.     Upon the occurrence of each adjustment
             -----------------------
or  readjustment  of the Conversion Price as a result of the events described in
this  Section  1.6,  the  Borrower,  at its expense, shall promptly compute such
adjustment  or  readjustment  and  prepare  and  furnish  to  the  Holder  of  a
certificate  setting forth such adjustment or readjustment and showing in detail
the  facts  upon  which  such adjustment or readjustment is based.  The Borrower
shall,  upon  the  written  request  at  any time of the Holder, furnish to such
Holder  a  like  certificate  setting forth (i) such adjustment or readjustment,
(ii)  the  Conversion Price at the time in effect and (iii) the number of shares
of Common Stock and the amount, if any, of other securities or property which at
the  time  would  be  received  upon  conversion  of  the  Debenture.

     1.7     TRADING  MARKET LIMITATIONS.  Unless permitted or not prohibited by
             ---------------------------
the applicable rules and regulations of the principal securities market on which
the  Common Stock is then listed or traded, in no event shall the Borrower issue
upon  conversion  of  or  otherwise  pursuant  to  this  Debenture and the other
Debentures issued pursuant to the Purchase Agreement (including upon exercise of
the  Investment  Options) more than the maximum number of shares of Common Stock
that  the Borrower can issue pursuant to any rule of the principal United States
securities  market  on which the Common Stock is then traded (the "MAXIMUM SHARE
AMOUNT"),  which, as of the Issue Date shall be 48,505,682 shares (19.99% of the
total  shares  outstanding  on  the Issue Date), subject to equitable adjustment
from  time  to  time  for  stock  splits, stock dividends, combinations, capital
reorganizations  and similar events relating to the Common Stock occurring after
the  date  hereof.  Once  the  Maximum Share Amount has been issued (the date of
which  is  hereinafter  referred  to  as  the "MAXIMUM CONVERSION DATE"), if the
Borrower  fails  to eliminate any prohibitions under applicable law or the rules
or  regulations  of  any  stock  exchange, interdealer quotation system or other
self-regulatory  organization  with jurisdiction over the Borrower or any of its
securities  on  the Borrower's ability to issue shares of Common Stock in excess
of  the  Maximum  Share Amount (a "TRADING MARKET PREPAYMENT EVENT"), in lieu of
any  further  right  to  convert this Debenture, and in full satisfaction of the
Borrower's  obligations  under  this  Debenture,  the  Borrower shall pay to the
Holder,  within  fifteen  (15) business days of the Maximum Conversion Date (the
"TRADING  MARKET PREPAYMENT DATE"), an amount equal to 130% times the sum of (a)
                                                            -----     ---
the  then  outstanding  principal amount of this Debenture immediately following
the  Maximum Conversion Date, plus (b) accrued and unpaid interest on the unpaid
                              ----
principal  amount  of this Debenture to the Trading Market Prepayment Date, plus
                                                                            ----
(c)  Default  Interest,  if any, on the amounts referred to in clause (a) and/or
(b)  above,  plus  (d)  any  optional  amounts  that may be added thereto at the
             ----
Maximum  Conversion  Date by the Holder in accordance with the terms hereof (the
then  outstanding  principal  amount of this Debenture immediately following the
Maximum  Conversion  Date,  plus the amounts referred to in clauses (b), (c) and
                            ----
(d)  above  shall  collectively  be  referred  to  as the "REMAINING CONVERTIBLE
AMOUNT").  With  respect  to each Holder of Debentures, the Maximum Share Amount
shall  refer  to  such  Holder's pro rata share thereof determined in accordance
                                 --- ----
with  Section  4.8 below.  In the event that the sum of (x) the aggregate number
of shares of Common Stock issued upon conversion of this Debenture and the other
Debentures issued pursuant to the Purchase Agreement (including upon exercise of
the  Investment Options) plus (y) the aggregate number of shares of Common Stock
                         ----
that  remain issuable upon conversion of this Debenture and the other Debentures
issued  pursuant  to  the  Purchase  Agreement  (including  upon exercise of the
Investment  Options),  represents  at  least  one  hundred percent (100%) of the
Maximum  Share  Amount  (the "TRIGGERING EVENT"), the Borrower will use its best
efforts  to seek and obtain Stockholder Approval (or obtain such other relief as
will  allow conversions hereunder in excess of the Maximum Share Amount) as soon
as  practicable following the Triggering Event and before the Maximum Conversion
Date.  As used herein, "STOCKHOLDER APPROVAL" means approval by the stockholders
of the Borrower to authorize the issuance of the full number of shares of Common
Stock  which  would  be  issuable  upon  full conversion of the then outstanding
Debentures  (including  upon  exercise  of  the  Investment Options) but for the
Maximum  Share  Amount.

     1.8     STATUS  AS  STOCKHOLDER.  Upon submission of a Notice of Conversion
             -----------------------
by  a  Holder,  (i)  the  shares covered thereby (other than the shares, if any,
which  cannot  be  issued  because  their  issuance  would  exceed such Holder's
allocated  portion  of  the  Reserved  Amount  or Maximum Share Amount) shall be
deemed  converted  into shares of Common Stock and (ii) the Holder's rights as a
Holder  of  such  converted portion of this Debenture shall cease and terminate,
excepting only the right to receive certificates for such shares of Common Stock
and  to  any remedies provided herein or otherwise available at law or in equity
to such Holder because of a failure by the Borrower to comply with the terms  of
this  Debenture.  Notwithstanding  the  foregoing,  if a Holder has not received
certificates  for  all shares of Common Stock prior to the tenth (10th) business
day  after  the  expiration  of the Deadline with respect to a conversion of any
portion  of  this  Debenture  for  any reason, then (unless the Holder otherwise
elects  to  retain  its  status  as a holder of Common Stock by so notifying the
Borrower)  the Holder shall regain the rights of a Holder of this Debenture with
respect  to  such unconverted portions of this Debenture and the Borrower shall,
as  soon  as practicable, return such unconverted Debenture to the Holder or, if
the  Debenture has not been surrendered, adjust its records to reflect that such
portion  of  this  Debenture  has  not been converted.  In all cases, the Holder
shall  retain all of its rights and remedies (including, without limitation, (i)
the  right to receive Conversion Default Payments pursuant to Section 1.3 to the
extent  required  thereby  for  such  Conversion  Default  and  any  subsequent
Conversion  Default and (ii) the right to have the Conversion Price with respect
to  subsequent  conversions  determined  in accordance with Section 1.3) for the
Borrower's  failure  to  convert  this  Debenture.


                         ARTICLE II.  CERTAIN COVENANTS

     2.1     DISTRIBUTIONS ON CAPITAL STOCK.  So long as the Borrower shall have
             ------------------------------
any  obligation  under  this  Debenture,  the  Borrower  shall  not, without the
Holder's  written  consent  (such  consent not to be unreasonably withheld), (a)
pay,  declare  or set apart for such payment, any dividend or other distribution
(whether in cash, property or other securities) on shares of capital stock other
than dividends on shares of Common Stock solely in the form of additional shares
of Common Stock or (b) directly or indirectly or through any subsidiary make any
other  payment  or  distribution  in  respect  of  its  capital stock except for
distributions  pursuant  to any shareholders' rights plan which is approved by a
majority  of  the  Borrower's  disinterested  directors.

     2.2     RESTRICTION  ON  STOCK  REPURCHASES.  So long as the Borrower shall
             -----------------------------------
have  any  obligation  under this Debenture, the Borrower shall not, without the
Holder's written consent (such consent not to be unreasonably withheld), redeem,
repurchase or otherwise acquire (whether for cash or in exchange for property or
other  securities  or  otherwise)  in  any  one transaction or series of related
transactions any shares of capital stock of the Borrower or any warrants, rights
or  options  to  purchase  or  acquire  any  such  shares.

     2.3     BORROWINGS.  So  long  as  the  Borrower  shall have any obligation
             ----------
under  this  Debenture,  the  Borrower  shall  not, without the Holder's written
consent (such consent not to be unreasonably withheld), create, incur, assume or
suffer  to  exist  any  liability  for  borrowed money, except (a) borrowings in
existence or committed on the date hereof and of which the Borrower has informed
Holder  in writing prior to the date hereof, (b) indebtedness to trade creditors
or  financial  institutions  incurred  in the ordinary course of business or (c)
borrowings,  the  proceeds  of  which  shall  be  used  to repay this Debenture.

     2.4     SALE  OF ASSETS.  So long as the Borrower shall have any obligation
             ---------------
under  this  Debenture,  the  Borrower  shall  not, without the Holder's written
consent (such consent not to be unreasonably withheld), sell, lease or otherwise
dispose  of any significant portion of its assets outside the ordinary course of
business.  Any  consent to the disposition of any assets may be conditioned on a
specified  use  of  the  proceeds  of  disposition.

     2.5     ADVANCES  AND  LOANS.  So  long  as  the  Borrower  shall  have any
             --------------------
obligation  under  this  Debenture, the Borrower shall not, without the Holder's
written consent (such consent not to be unreasonably withheld), lend money, give
credit  or  make  advances  to  any  person, firm, joint venture or corporation,
including,  without limitation, officers, directors, employees, subsidiaries and
affiliates  of  the Borrower, except loans, credits or advances (a) in existence
or  committed  on  the date hereof and which the Borrower has informed Holder in
writing prior to the date hereof, (b) made in the ordinary course of business or
(c)  not  in  excess  of  $50,000.

     2.6     CONTINGENT  LIABILITIES.  Other than in connection with a merger or
             -----------------------
acquisition  of  the  Company, so long as the Borrower shall have any obligation
under  this  Debenture,  the  Borrower  shall  not, without the Holder's written
consent, assume, guarantee, endorse, contingently agree to purchase or otherwise
become  liable  upon  the  obligation  of  any  person, firm, partnership, joint
venture  or corporation, except by the endorsement of negotiable instruments for
deposit  or  collection  and  except  assumptions,  guarantees, endorsements and
contingencies  (a)  in  existence  or committed on the date hereof and which the
Borrower  has  informed  Holder  in  writing  prior  to the date hereof, and (b)
similar  transactions  in  the  ordinary  course  of  business.

                         ARTICLE III.  EVENTS OF DEFAULT

     If  any  of  the  following events of default (each, an "EVENT OF DEFAULT")
shall  occur:

     3.1     FAILURE  TO  PAY  PRINCIPAL OR INTEREST.  The Borrower fails to pay
             ---------------------------------------
the  principal hereof or interest thereon when due on this Debenture, whether at
maturity,  upon  a Trading Market Prepayment Event pursuant to Section 1.7, upon
acceleration  or  otherwise.

     3.2     CONVERSION  AND  THE SHARES.  The Borrower fails to issue shares of
             ---------------------------
Common Stock to the Holder (or announces or threatens that it will not honor its
obligation to do so) upon exercise by the Holder of the conversion rights of the
Holder  in  accordance  with the terms of this Debenture (provided that, if such
failure  is  solely as a result of the circumstances governed by Section 1.3 and
the  Borrower  is  using  its  best  efforts to authorize a sufficient number of
shares of Common Stock as soon as practicable, such failure shall continue for a
period  of  sixty  (60)  days), fails to transfer or cause its transfer agent to
transfer  (electronically or in certificated form) any certificate for shares of
Common  Stock  issued  to the Holder upon conversion of or otherwise pursuant to
this Debenture or upon exercise of as and when required by this Debenture or the
Registration  Rights Agreement, or fails to remove any restrictive legend (or to
withdraw  any  stop transfer instructions in respect thereof) on any certificate
for  any  shares of Common Stock, as permitted by law, issued to the Holder upon
conversion of or otherwise pursuant to this Debenture or upon exercise of as and
when  required  by this Debenture or the Registration Rights Agreement (or makes
any  announcement,  statement  or  threat  that  it does not intend to honor the
obligations  described  in  this  paragraph) and any such failure shall continue
uncured  (or  any announcement, statement or threat not to honor its obligations
shall  not  be  rescinded in writing) for ten (10) days after the Borrower shall
have  been  notified  thereof  in  writing  by  the  Holder.

     3.3     FAILURE  TO  TIMELY  FILE REGISTRATION OR EFFECT REGISTRATION.  The
             -------------------------------------------------------------
Borrower  fails  to  file the Registration Statement within forty-five (45) days
following  the  Filing Date (as defined in the Registration Rights Agreement) or
obtain  effectiveness  with  the  Securities  and  Exchange  Commission  of  the
Registration  Statement  within one hundred five (105) days following the Filing
Date  or such Registration Statement lapses in effect (or sales cannot otherwise
be  made  thereunder  effective,  whether by reason of the Borrower's failure to
amend  or  supplement  the  prospectus  included  therein in accordance with the
Registration  Rights  Agreement  or  otherwise)  for  more  than  thirty  (30)
consecutive  days  or  forty-five (45) days in any twelve month period after the
Registration  Statement  becomes  effective;

     3.4     BREACH  OF  COVENANTS.  The Borrower breaches any material covenant
             ---------------------
or  other  material  term  or condition contained in Sections 1.3, 1.6 or 1.7 of
this  Debenture,  or  Sections 4(c), 4(e), 4(h), 4(i), 4(j) or 5 of the Purchase
Agreement and such breach continues for a period of ten (10) business days after
written  notice  thereof  to  the  Borrower  from  the  Holder;

     3.5     BREACH  OF  REPRESENTATIONS  AND WARRANTIES.  Any representation or
             -------------------------------------------
warranty  of  the  Borrower  made  herein  or  in  any  agreement,  statement or
certificate  given  in  writing  pursuant  hereto  or  in  connection  herewith
(including,  without  limitation,  the  Purchase  Agreement and the Registration
Rights  Agreement),  shall  be  false or misleading in any material respect when
made  and  the  breach  of  which  has (or with the passage of time will have) a
material  adverse  effect  on  the  rights  of  the  Holder with respect to this
Debenture,  the  Purchase  Agreement  or  the  Registration  Rights  Agreement;

     3.6     RECEIVER  OR  TRUSTEE.  The  Borrower  or  any  subsidiary  of  the
             ---------------------
Borrower  shall make an assignment for the benefit of creditors, or apply for or
consent  to the appointment of a receiver or trustee for it or for a substantial
part  of its property or business, or such a receiver or trustee shall otherwise
be  appointed,  other  than  an  operational  receiver  appointed  pursuant  to
California  law, provided that such operational receiver does not serve for more
than  sixty  (60)  days;

     3.7     JUDGMENTS.  Any  money  judgment,  writ or similar process shall be
             ---------
entered  or  filed against the Borrower or any subsidiary of the Borrower or any
of  its  property  or  other  assets  for  more  than $100,000, and shall remain
unvacated,  unbonded  or  unstayed  for  a  period  of  thirty  (30) days unless
otherwise  consented  to  by  the Holder, which consent will not be unreasonably
withheld;

     3.8     BANKRUPTCY.  Bankruptcy,  insolvency, reorganization or liquidation
             ----------
proceedings  or other proceedings for relief under any bankruptcy law or any law
for  the relief of debtors shall be instituted by or against the Borrower or any
subsidiary  of  the  Borrower;  or

     3.9     DELISTING OF COMMON STOCK.  The Borrower shall fail to maintain the
             -------------------------
listing  of  the  Common Stock on at least one of the OTCBB, the Nasdaq National
Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American
Stock  Exchange;

     3.10     DEFAULT  UNDER  OTHER  DEBENTURES  OR  SENIOR  DEBT.  An  Event of
              ---------------------------------------------------
Default  has occurred and is continuing under any of the other Debentures issued
pursuant  to  the  Purchase  Agreement,  including the Additional Debentures, or
under  the  Senior  Debt  (as  defined  in  the  Security  Agreement).

then,  upon  the  occurrence and during the continuation of any Event of Default
specified  in  Section 3.1, 3.2, 3.3, 3.4, 3.5, 3.7, 3.9, or 3.10, at the option
of  the  Holders  of  a  majority  of  the  aggregate  principal  amount  of the
outstanding  Debentures  issued  pursuant  to the Purchase Agreement exercisable
through  the  delivery  of  written  notice to the Borrower by such Holders (the
"DEFAULT  NOTICE"),  and upon the occurrence of an Event of Default specified in
Section  3.6 or 3.8, the Debentures shall become immediately due and payable and
the  Borrower  shall  pay to the Holder, in full satisfaction of its obligations
hereunder,  an  amount equal to the greater of (i) 135% times the sum of (w) the
                                                        -----     ---
then  outstanding principal amount of this Debenture plus (x) accrued and unpaid
                                                     ----
interest on the unpaid principal amount of this Debenture to the date of payment
(the  "MANDATORY  PREPAYMENT  DATE")  plus  (y) Default Interest, if any, on the
                                      ----
amounts  referred  to in clauses (w) and/or (x) plus (z) any amounts owed to the
                                                ----
Holder pursuant to Sections 1.3 and 1.4(g) hereof or pursuant to Section 2(c) of
the Registration Rights Agreement (the then outstanding principal amount of this
Debenture  to  the  date of payment plus the amounts referred to in clauses (x),
                                    ----
(y)  and  (z)  shall  collectively  be  known  as the "DEFAULT SUM") or (ii) the
"parity  value"  of  the Default Sum to be prepaid, where parity value means (a)
the  highest  number  of  shares  of Common Stock issuable upon conversion of or
otherwise  pursuant  to  such Default Sum in accordance with Article I, treating
the  Trading  Day  immediately  preceding  the  Mandatory Prepayment Date as the
"Conversion  Date"  for purposes of determining the lowest applicable Conversion
Price,  unless  the Default Event arises as a result of a breach in respect of a
specific  Conversion  Date  in  which  case  such  Conversion  Date shall be the
Conversion  Date),  multiplied  by  (b) the highest Closing Price for the Common
                    --------------
Stock  during  the period beginning on the date of first occurrence of the Event
of  Default  and  ending  one  day  prior  to the Mandatory Prepayment Date (the
"DEFAULT  AMOUNT")  and  all  other  amounts payable hereunder shall immediately
become  due and payable, all without demand, presentment or notice, all of which
hereby  are  expressly  waived,  together  with  all  costs,  including, without
limitation,  legal  fees  and  expenses,  of collection, and the Holder shall be
entitled  to  exercise  all  other  rights  and  remedies available at law or in
equity.  If  the  Borrower  fails  to  pay  the  Default  Amount within five (5)
business  days  of  written notice that such amount is due and payable, then the
Holder  shall  have  the  right  at any time, so long as the Borrower remains in
default  (and  so  long  and  to the extent that there are sufficient authorized
shares),  to require the Borrower, upon written notice, to immediately issue, in
lieu of the Default Amount, the number of shares of Common Stock of the Borrower
equal  to  the  Default  Amount  divided by the Conversion Price then in effect.

                           ARTICLE IV.  MISCELLANEOUS

     4.1     FAILURE  OR INDULGENCE NOT WAIVER.  No failure or delay on the part
             ---------------------------------
of  the  Holder in the exercise of any power, right or privilege hereunder shall
operate  as  a  waiver  thereof, nor shall any single or partial exercise of any
such  power, right or privilege preclude other or further exercise thereof or of
any  other  right,  power  or  privileges.  All  rights  and  remedies  existing
hereunder  are  cumulative  to,  and  not  exclusive  of, any rights or remedies
otherwise  available.

     4.2     NOTICES.  Any notice herein required or permitted to be given shall
             -------
be  in  writing  and may be personally served or delivered by courier or sent by
United  States  mail  and  shall  be  deemed  to have been given upon receipt if
personally served (which shall include telephone line facsimile transmission) or
sent  by  courier  or  three (3) days after being deposited in the United States
mail,  certified, with postage pre-paid and properly addressed, if sent by mail.
For  the  purposes  hereof,  the  address of the Holder shall be as shown on the
records  of  the  Borrower;  and  the  address  of  the  Borrower shall be 15175
Innovation  Drive,  San Diego, California 92128, facsimile number: 858-207-6505.
Both  the  Holder and the Borrower may change the address for service by service
of  written  notice  to  the  other  as  herein  provided.

     4.3     AMENDMENTS.  This  Debenture  and  any provision hereof may only be
             ----------
amended  by an instrument in writing signed by the Borrower and the Holder.  The
term  "Debenture" and all reference thereto, as used throughout this instrument,
shall  mean  this  instrument  (and  the other Debentures issued pursuant to the
Purchase Agreement, including the Additional Debentures) as originally executed,
or  if  later  amended  or  supplemented,  then  as  so amended or supplemented.

     4.4     ASSIGNABILITY.  This  Debenture  shall be binding upon the Borrower
             -------------
and  its  permitted successors and assigns, and shall inure to be the benefit of
the  Holder  and  its successors and assigns.  Each transferee of this Debenture
must  be  an affiliate of the Holder and an "accredited investor" (as defined in
Rule 501(a) of the 1933 Act).  Notwithstanding anything in this Debenture to the
contrary,  this Debenture may be pledged as collateral in connection with a bona
                                                                            ----
fide  margin  account  or  other  lending  arrangement.
----

     4.5     COST  OF  COLLECTION.  If  default  is  made in the payment of this
             --------------------
Debenture,  the  Borrower  shall  pay  the  Holder  hereof  costs of collection,
including  reasonable  attorneys'  fees.

     4.6     GOVERNING  LAW.  THIS  DEBENTURE SHALL BE ENFORCED, GOVERNED BY AND
             --------------
CONSTRUED  IN  ACCORDANCE  WITH  THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS  MADE  AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD
TO  THE  PRINCIPLES  OF  CONFLICT  OF  LAWS.  THE BORROWER HEREBY SUBMITS TO THE
EXCLUSIVE  JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW  YORK  WITH  RESPECT  TO  ANY  DISPUTE  ARISING  UNDER  THIS  DEBENTURE, 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  DEBENTURE  SHALL  BE  RESPONSIBLE  FOR  ALL  FEES  AND EXPENSES, INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY  THE  PREVAILING  PARTY  IN CONNECTION WITH SUCH
DISPUTE.

     4.7     CERTAIN  AMOUNTS.  Whenever pursuant to this Debenture the Borrower
             ----------------
is  required  to pay an amount in excess of the outstanding principal amount (or
the  portion  thereof  required to be paid at that time) plus accrued and unpaid
interest  plus  Default  Interest  on such interest, the Borrower and the Holder
agree  that the actual damages to the Holder from the receipt of cash payment on
this Debenture may be difficult to determine and the amount to be so paid by the
Borrower  represents  stipulated  damages  and  not a penalty and is intended to
compensate  the  Holder  in  part  for  loss  of the opportunity to convert this
Debenture  and to earn a return from the sale of shares of Common Stock acquired
upon  conversion  of  this  Debenture at a price in excess of the price paid for
such  shares  pursuant  to  this  Debenture.  The Borrower and the Holder hereby
agree  that such amount of stipulated damages is not plainly disproportionate to
the  possible  loss to the Holder from the receipt of a cash payment without the
opportunity  to  convert  this  Debenture  into  shares  of  Common  Stock.

     4.8     ALLOCATIONS  OF  MAXIMUM  SHARE  AMOUNT  AND  RESERVED AMOUNT.  The
             -------------------------------------------------------------
Maximum  Share  Amount and Reserved Amount shall be allocated pro rata among the
Holders of Debentures based on the principal amount of such Debentures issued to
each  Holder.  Each  increase  to  the  Maximum Share Amount and Reserved Amount
shall  be  allocated  pro  rata  among  the  Holders  of Debentures based on the
principal  amount  of  such  Debentures  held  by each Holder at the time of the
increase  in the Maximum Share Amount or Reserved Amount.  In the event a Holder
shall  sell  or  otherwise  transfer  any  of  such  Holder's  Debentures,  each
transferee  shall  be  allocated a pro rata portion of such transferor's Maximum
Share  Amount  and  Reserved Amount.  Any portion of the Maximum Share Amount or
Reserved  Amount  which remains allocated to any person or entity which does not
hold  any  Debentures shall be allocated to the remaining Holders of Debentures,
pro  rata  based  on  the  principal amount of such Debentures then held by such
Holders.

     4.9     DAMAGES SHARES.  The shares of Common Stock that may be issuable to
             --------------
the  Holder  pursuant  to Sections 1.3 and 1.4(g) hereof and pursuant to Section
2(c) of the Registration Rights Agreement ("DAMAGES SHARES") shall be treated as
Common  Stock issuable upon conversion of this Debenture for all purposes hereof
and shall be subject to all of the limitations and afforded all of the rights of
the  other  shares  of  Common  Stock  issuable  hereunder,  including  without
limitation,  the  right  to  be  included  in  the  Registration Statement filed
pursuant  to  the  Registration  Rights  Agreement.  For purposes of calculating
interest payable on the outstanding principal amount hereof, except as otherwise
provided  herein,  amounts  convertible  into Damages Shares ("DAMAGES AMOUNTS")
shall  not  bear  interest  but must be converted prior to the conversion of any
outstanding  principal  amount  hereof, until the outstanding Damages Amounts is
zero.

     4.10     DENOMINATIONS.  At  the  request  of the Holder, upon surrender of
              -------------
this  Debenture,  the  Borrower  shall  promptly  issue  new  Debentures  in the
aggregate  outstanding  principal  amount  hereof,  in  the form hereof, in such
denominations  of  at  least  $50,000  as  the  Holder  shall  request.

     4.11     PURCHASE  AGREEMENT.  By  its  acceptance  of this Debenture, each
              -------------------
Holder  agrees  to  be  bound by the applicable terms of the Purchase Agreement.

     4.12     NOTICE  OF  CORPORATE EVENTS.  Except as otherwise provided below,
              ----------------------------
the  Holder  of  this Debenture shall have no rights as a Holder of Common Stock
unless and only to the extent that it converts this Debenture into Common Stock.
The  Borrower shall provide the Holder with prior notification of any meeting of
the Borrower's shareholders (and copies of proxy materials and other information
sent  to  shareholders).  In the event of any taking by the Borrower of a record
of its shareholders for the purpose of determining shareholders who are entitled
to receive payment of any dividend or other distribution, any right to subscribe
for,  purchase  or otherwise acquire (including by way of merger, consolidation,
reclassification  or  recapitalization)  any  share  of  any  class or any other
securities  or  property,  or  to receive any other right, or for the purpose of
determining  shareholders  who  are  entitled  to  vote  in  connection with any
proposed  sale, lease or conveyance of all or substantially all of the assets of
the  Borrower  or  any  proposed  liquidation,  dissolution or winding up of the
Borrower,  the  Borrower shall mail a notice to the Holder, at least twenty (20)
days  prior  to  the record date specified therein (or thirty (30) days prior to
the consummation of the transaction or event, whichever is earlier), of the date
on  which  any  such  record  is  to  be taken for the purpose of such dividend,
distribution,  right  or other event, and a brief statement regarding the amount
and character of such dividend, distribution, right or other event to the extent
known  at such time.  The Borrower shall make a public announcement of any event
requiring notification to the Holder hereunder substantially simultaneously with
the  notification  to  the  Holder  in accordance with the terms of this Section
4.12.

4.13     REMEDIES.  The  Borrower  acknowledges  that  a  breach  by  it  of its
         --------
obligations  hereunder  will  cause irreparable harm to the Holder, by vitiating
the intent and purpose of the transaction contemplated hereby.  Accordingly, the
Borrower  acknowledges  that  the  remedy at law for a breach of its obligations
under  this Debenture will be inadequate and agrees, in the event of a breach or
threatened  breach by the Borrower of the provisions of this Debenture, that the
Holder  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 Debenture
and  to  enforce  specifically  the  terms  and  provisions thereof, without the
necessity  of showing economic loss and without any bond or other security being
required.

                         ARTICLE V.  OPTIONAL PREPAYMENT

     5.1.     OPTIONAL  PREPAYMENT.  Notwithstanding  anything  to  the contrary
              --------------------
contained  in  this  Article  V,  so  long as (i) no Event of Default or Trading
Market  Prepayment  Event  shall  have  occurred and be continuing, and (ii) the
Borrower  has  a sufficient number of authorized shares of Common Stock reserved
for  issuance upon full conversion of the Debentures, then at any time after the
Issue  Date, the Borrower shall have the right, exercisable on not less than ten
(10)  Trading  Days prior written notice to the Holders of the Debentures (which
notice  may  not  be sent to the Holders of the Debentures until the Borrower is
permitted  to prepay the Debentures pursuant to this Section 5.1), to prepay all
of  the  outstanding Debentures in accordance with this Section 5.1.  Any notice
of  prepayment  hereunder  (an  "OPTIONAL PREPAYMENT") shall be delivered to the
Holders  of  the Debentures at their registered addresses appearing on the books
and  records of the Borrower and shall state (1) that the Borrower is exercising
its  right  to prepay all of the Debentures issued on the Issue Date and (2) the
date  of  prepayment  (the "OPTIONAL PREPAYMENT NOTICE").  On the date fixed for
prepayment  (the "OPTIONAL PREPAYMENT DATE"), the Borrower shall make payment of
the  Optional  Prepayment  Amount (as defined below) to or upon the order of the
Holders  as specified by the Holders in writing to the Borrower at least one (1)
business  day  prior to the Optional Prepayment Date.  If the Borrower exercises
its  right  to  prepay  the  Debentures,  the Borrower shall make payment to the
holders  of  an  amount in cash (the "OPTIONAL PREPAYMENT AMOUNT") equal to 135%
multiplied  by  the  sum  of  (w)  the then outstanding principal amount of this
Debenture plus (x) accrued and unpaid interest on the unpaid principal amount of
          ----
this  Debenture  to  the  Optional Prepayment Date plus (y) Default Interest, if
                                                   ----
any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed
                                                       ----
to  the Holder pursuant to Sections 1.3 and 1.4(g) hereof or pursuant to Section
2(c) of the Registration Rights Agreement (the then outstanding principal amount
of this Debenture to the date of payment plus the amounts referred to in clauses
                                         ----
(x),  (y) and (z) shall collectively be known as the "OPTIONAL PREPAYMENT SUM").
Notwithstanding notice of an Optional Prepayment, the Holders shall at all times
prior  to  the Optional Prepayment Date maintain the right to convert all or any
portion  of  the  Debentures  in  accordance  with  Article I and any portion of
Debentures so converted after receipt of an Optional Prepayment Notice and prior
to  the  Optional  Prepayment  Date  set forth in such notice and payment of the
aggregate Optional Prepayment Amount shall be deducted from the principal amount
of Debentures which are otherwise subject to prepayment pursuant to such notice.
If  the  Borrower  delivers  an  Optional Prepayment Notice and fails to pay the
Optional  Prepayment  Amount due to the Holders of the Debentures within two (2)
business days following the Optional Prepayment Date, the Borrower shall forever
forfeit  its  right  to  redeem  the  Debentures  pursuant  to this Section 5.1.

     IN  WITNESS WHEREOF, Borrower has caused this Debenture to be signed in its
name  by  its  duly  authorized  officer  this  22nd  day  of  January,  2002.


     IMAGING  TECHNOLOGIES  CORPORATION

By:     ______________________________
     Brian  Bonar
     President  and  Chief  Executive  Officer


<PAGE>
                                                                       EXHIBIT A

                              NOTICE OF CONVERSION
                    (To be Executed by the Registered Holder
                       in order to Convert the Debentures)

          The  undersigned  hereby  irrevocably  elects  to  convert
$________principal amount of the Debenture (defined below) into shares of common
stock,  par  value  $0.005  per  share ("COMMON STOCK"), of Imaging Technologies
Corporation, a Delaware corporation (the "BORROWER") according to the conditions
of  the convertible debentures of the Borrower dated as of January 22, 2002 (the
"Debentures"),  as of the date written below.  If securities are to be issued in
the  name  of  a person other than the undersigned, the undersigned will pay all
transfer  taxes  payable  with  respect  thereto and is delivering herewith such
certificates.  No  fee  will be charged to the Holder for any conversion, except
for  transfer  taxes,  if  any.  A copy of each Debenture is attached hereto (or
evidence  of  loss,  theft  or  destruction  thereof).

          The  Borrower  shall electronically transmit the Common Stock issuable
pursuant  to  this Notice of Conversion to the account of the undersigned or its
nominee  with DTC through its Deposit Withdrawal Agent Commission system ( "DWAC
TRANSFER").

     Name  of  DTC  Prime  Broker:
     Account  Number:

          In  lieu of receiving shares of Common Stock issuable pursuant to this
Notice  of Conversion by way of a DWAC Transfer, the undersigned hereby requests
that  the  Borrower issue a certificate or certificates for the number of shares
of  Common  Stock  set  forth  below  (which  numbers  are based on the Holder's
calculation  attached  hereto) in the name(s) specified immediately below or, if
additional  space  is  necessary,  on  an  attachment  hereto:

     Name:
     Address:


     The  undersigned  represents  and warrants that all offers and sales by the
undersigned of the securities issuable to the undersigned upon conversion of the
Debentures  shall  be  made pursuant to registration of the securities under the
Securities Act of 1933, as amended (the "ACT"), or pursuant to an exemption from
registration  under  the  Act.

          Date  of  Conversion:___________________________
          Applicable  Conversion  Price:____________________
          Number  of  Shares  of  Common  Stock  to  be  Issued  Pursuant  to
          conversion  of  the  Debentures:  ____________________
          Signature:___________________________________
     Name:______________________________________
Address:____________________________________

The  Borrower  shall  issue  and  deliver shares of Common Stock to an overnight
courier  not  later  than  three business days following receipt of the original
Debenture(s) to be converted, and shall make payments pursuant to the Debentures
for  the  number  of  business  days  such  issuance  and  delivery  is  late.


<PAGE>