EXHIBIT 10(D)


   THIS TRANSACTION FEE AGREEMENT is made as of the 22nd day of January, 2002
                                    BETWEEN:
                        IMAGING TECHNOLOGIES CORPORATION
                             15175 Innovation Drive
                          San Diego, California  92128
                                 (the "Company")
                                OF THE FIRST PART
                                      AND:
                        ALEXANDER DUNHAM SECURITIES, INC.
                      10850 Wilshire Boulevard - Suite 350
                         Los Angeles, California  90024
                                 (the "Broker")
                               OF THE SECOND PART
W  H  E  R  E  A  S:
The  Company  has  entered  into  a Securities Purchase Agreement (the "Purchase
Agreement")  with  Bristol  Investment Fund, Ltd. (the "Investor") in connection
with  the placement of 8% convertible debentures of the Company in the aggregate
principal  amount  of  $1,000,000  (the  "Debentures")  and warrants to purchase
1,000,000  shares  of  common  stock  of  the  Company;
The  Broker  is  a  licensed  broker-dealer  with  the  National  Association of
Securities  Dealers;
The  Broker  introduced  the Company to the Investor and assisted the Company in
the  transactions  contemplated  by  the  Purchase  Agreement;
The  Company  wishes  to  reward  the  Broker  for  its  services  in the manner
hereinafter  set  forth.
     NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants,  promises,
conditions,  warranties  and  representations hereinafter set forth, the parties
hereto  agree  as  follows:
The  Company  agrees to compensate the Broker as follows:  (i) ten percent (10%)
of any and all cash raised, including but not limited to the principal amount of
the  Debenture  plus  any  monies raised pursuant to exercise of warrants by the
Investor  and  (ii)  warrants to purchase an aggregate of 6,024,096 of shares of
common stock of the Company.  The warrants shall vest immediately upon issuance.
Fees  paid  pursuant  to warrant exercises shall be paid at the date of exercise
and  delivery of corresponding funds to the Company.  Fees and warrants shall be
paid  to  Broker  in  the  manner  and  in  the  name  designated  by  Broker.
The shares of common stock underlying the warrants issued to the Broker pursuant
to this Agreement shall carry registration rights equivalent to the registration
rights  granted  to  the  Investor pursuant to the registration rights agreement
between  the  Company  and  the  Investor.
The parties hereto, and each of them, covenant and agree that each of them shall
and  will upon reasonable request by the other party, make, do, execute or cause
to  be  made,  done  or  executed all such further and other lawful acts, deeds,
things,  devices  and  assurances  whatsoever for the better or more perfect and
absolute  performance  of  the  terms  and  conditions  of  this  Agreement.
By  execution  hereof, the Company acknowledges that the Broker does not provide
investment advice or financial planning services.  In that regard, the Broker is
not  registered  as  an  investment adviser under the Investment Advisers Act of
1940,  as  amended,  and  cannot  therefore  provide  any  advice  regarding the
desirability  or  value of purchasing, selling, transacting in, investing in, or
holding  any  security.  Rather,  the Broker's services will be limited to those
properly provided by a licensed broker-dealer (Alexander Dunham Securities, Inc.
is  registered  with  the  NASD  as  an  "Introducing  Broker/Dealer"  or  "K"
broker/dealer  in  accordance with Section 15 of the Securities and Exchange Act
of  1934,  as  amended.)
The  Company  hereby  agrees  to  indemnify  and  hold  harmless the Broker, its
managers,  members, agents and employees (collectively referred to as the Broker
for  purposes  of  this Section 6) from and against any and all claims, actions,
suits,  proceedings  (including those of shareholders), damages, liabilities and
expenses as incurred by any of them (including the fees and expenses of counsel)
which  are  related  to or arise out of any actions taken or omitted to be taken
(including  any  untrue statements made or omitted to be made) by the Company or
any  actions  taken  or omitted to be taken by the Broker (except in the case of
gross negligence or willful misconduct on the part of such Broker) in connection
with  the  transactions  contemplated  by  the  Purchase  Agreement or otherwise
related  to  or arising out of the Broker's activities on behalf of the Company.
The  Company  shall  reimburse  Broker  for all expenses (including the fees and
expenses  of  counsel) incurred by such Broker in connection with investigating,
preparing  or defending any such claim, action, suit or proceeding, including in
connection  with  pending  or  threatened litigation to which Broker is a party.
The  Company  and  the Broker acknowledges that Diana Derycz Kessler serves as a
director  of  the  Investor,  a  registered  representative of the Broker, and a
manager and registered investment advisor at Bristol DLP, LLC.  Bristol DLP, LLC
is  the  investment  manager  to  the  Investor.
This  Agreement  shall  enure  to the benefit of and be binding upon the parties
hereto  and  their  respective  heirs,  administrators,  successors and assigns.
This  Agreement  shall be enforced, governed by and construed in accordance with
the  laws  of  the  State  of California applicable to agreements made and to be
performed  entirely  within such State.  In the event that any provision of this
Agreement  is  invalid  or unenforceable under any applicable statute or rule of
law,  then  such provision shall be deemed inoperative to the extent that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule  of  law.  Any  provision  hereof  which may prove invalid or unenforceable
under  any  law  shall  not  affect  the validity or enforceability of any other
provision  hereof.  The  parties  hereto  hereby  submit  to  the  exclusive
jurisdiction  of  the  United  States  Federal  Courts  located  in Los Angeles,
California  with  respect  to  any  dispute  arising under this Agreement or the
transactions  contemplated  hereby.  The  party  which  does  not prevail in any
dispute  arising  under  this  Agreement  shall  be responsible for all fees and
expenses,  including  attorneys'  fees,  incurred  by  the  prevailing  party in
connection  with  such  dispute.
This  Agreement consists of a total of 3 pages.  This Agreement may be signed in
any  number  of  counterparts and the combination of the same shall constitute a
binding agreement.  A signed copy of this Agreement received via facsimile shall
be deemed an original signature of a party for purposes of making this Agreement
a  binding  agreement.
     IN WITNESS WHEREOF the parties hereto have hereunto executed this Agreement
as  of  and  from  the  day  first  above  written.

     IMAGING  TECHNOLOGIES  CORPORATION
     By:  _________________________________
          Brian  Bonar
          President  and  Chief  Executive  Officer

ALEXANDER  DUNHAM  SECURITIES,  INC.
     By:  ___________________________________
          James  D.  Somes
          President


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