EXHIBIT 10(G)

                               SECURITY AGREEMENT
     SECURITY AGREEMENT (this "Agreement"), dated as of January 22, 2002, by and
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among  IMAGING TECHNOLOGIES CORPORATION, a Delaware corporation ("Company"), and
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the secured parties signatory hereto and their respective endorsees, transferees
and  assigns  (collectively,  the  "Secured  Party").
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W  I  T  N  E  S  S  E  T  H:
     WHEREAS, pursuant to a Securities Purchase Agreement, dated the date hereof
between  Company  and  the Secured Party (the "Purchase Agreement"), Company has
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agreed  to  issue  to  the  Secured  Party  and  the Secured Party has agreed to
purchase  from  Company  certain  of Company's 8% Secured Convertible Debentures
(the "Debentures"), which are convertible into shares of Company's Common Stock,
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$0.005  par  value (the "Common Stock").  In connection therewith, Company shall
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issue  the  Secured Party certain Common Stock purchase warrants dated as of the
date  hereof  to  purchase  the number of shares of Common Stock indicated below
each  Secured  Party's  name  on  the  Purchase  Agreement (the "Warrants"); and
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WHEREAS,  in  order  to  induce  the  Secured  Party to purchase the Debentures,
Company  has  agreed  to execute and deliver to the Secured Party this Agreement
for  the  benefit of the Secured Party and to grant to it a security interest in
certain  property  of  Company  to  secure  the  prompt payment, performance and
discharge  in  full  of  all  of  Company's obligations under the Debentures and
exercise  and  discharge  in  full  of Company's obligations under the Warrants.
NOW,  THEREFORE,  in  consideration  of  the agreements herein contained and for
other  good  and valuable consideration, the receipt and sufficiency of which is
hereby  acknowledged,  the  parties  hereto  hereby  agree  as  follows:
Certain  Definitions.  As used in this Agreement, the following terms shall have
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the  meanings set forth in this Section 1.  Terms used but not otherwise defined
in  this  Agreement  that  are defined in Article 9 of the UCC (such as "general
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intangibles" and "proceeds") shall have the respective meanings given such terms
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in  Article  9  of  the  UCC.
"Collateral"  means  the  collateral  in  which  the  Secured Party is granted a
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security  interest  by  this  Agreement  and  which shall include the following,
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whether  presently  owned  or  existing  or  hereafter  acquired  or coming into
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existence,  and  all  additions and accessions thereto and all substitutions and
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replacements  thereof,  and  all  proceeds,  products  and  accounts  thereof,
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including,  without  limitation,  all  proceeds from the sale or transfer of the
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Collateral  and  of  insurance  covering  the  same  and  of  any tort claims in
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connection  therewith:
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All  Goods  of  the  Company,  including,  without  limitations,  all machinery,
equipment,  computers,  motor vehicles, trucks, tanks, boats, ships, appliances,
furniture, special and general tools, fixtures, test and quality control devices
and  other  equipment  of  every kind and nature and wherever situated, together
with  all  documents of title and documents representing the same, all additions
and  accessions  thereto,  replacements  therefor,  all  parts therefor, and all
substitutes  for  any  of  the  foregoing and all other items used and useful in
connection  with  the  Company's  businesses  and  all  improvements  thereto
(collectively,  the  "Equipment");  and
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All  Inventory  of  the  Company;  and
All of the Company's contract rights and general intangibles, including, without
limitation,  all  partnership  interests,  stock  or other securities, licenses,
distribution and other agreements, computer software development rights, leases,
franchises,  customer  lists,  quality  control  procedures,  grants and rights,
goodwill,  trademarks, service marks, trade styles, trade names, patents, patent
applications,  copyrights,  deposit  accounts,  and  income  tax  refunds
(collectively,  the  "General  Intangibles");  and
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All  Receivables  of the Company including all insurance proceeds, and rights to
refunds  or indemnification whatsoever owing, together with all instruments, all
documents  of  title  representing  any  of  the  foregoing,  all  rights in any
merchandising, goods, equipment, motor vehicles and trucks which any of the same
may  represent,  and  all  right, title, security and guaranties with respect to
each  Receivable,  including  any  right  of  stoppage  in  transit;  and
All  of  the Company's documents, instruments and chattel paper, files, records,
books  of  account,  business  papers,  computer  programs  and the products and
proceeds of all of the foregoing Collateral set forth in clauses (i)-(iv) above.
"Company"  shall  mean,  collectively,  Company  and  all of the subsidiaries of
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Company,  a  list  of  which  is  contained  in  Schedule  A,  attached  hereto.
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"Obligations"  means  all  of the Company's obligations under this Agreement and
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the  Debentures,  in  each case, whether now or hereafter existing, voluntary or
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involuntary,  direct  or  indirect,  absolute  or  contingent,  liquidated  or
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unliquidated,  whether  or not jointly owed with others, and whether or not from
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time to time decreased or extinguished and later decreased, created or incurred,
and  all or any portion of such obligations or liabilities that are paid, to the
extent  all  or  any  part  of  such payment is avoided or recovered directly or
indirectly  from  the  Secured  Party  as  a  preference, fraudulent transfer or
otherwise  as such obligations may be amended, supplemented, converted, extended
or  modified  from  time  to  time.
"Senior  Debt" shall mean all indebtedness owed by the Company to CoAmerica Bank
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(formerly  Imperial Bank), pursuant to the Settlement Agreement dated as of June
6,  2000  and  the  Amended  and Restated Security Agreement dated as of June 6,
2000.
"UCC"  means the Uniform Commercial Code, as currently in effect in the State of
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New  York.
Grant  of  Security  Interest.  Subject to the rights and remedies of the Senior
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Debt,  as  an inducement for the Secured Party to purchase the Debentures and to
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secure  the  complete  and timely payment, performance and discharge in full, as
the  case may be, of all of the Obligations, the Company hereby, unconditionally
and  irrevocably,  pledges,  grants  and  hypothecates  to  the Secured Party, a
continuing security interest in, a continuing lien upon, an unqualified right to
possession  and  disposition  of and a right of set-off against, in each case to
the  fullest  extent  permitted  by  law,  all of the Company's right, title and
interest  of  whatsoever kind and nature in and to the Collateral (the "Security
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Interest").
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Representations,  Warranties,  Covenants  and  Agreements  of  the Company.  The
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Company  represents  and warrants to, and covenants and agrees with, the Secured
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Party  as  follows:
The  Company  has the requisite corporate power and authority to enter into this
Agreement and otherwise to carry out its obligations thereunder.  The execution,
delivery  and  performance  by  the  Company  of  this Agreement and the filings
contemplated  therein  have  been duly authorized by all necessary action on the
part  of  the  Company  and  no further action is required by the Company.  This
Agreement  constitutes  a  legal,  valid  and  binding obligation of the Company
enforceable  in  accordance  with  its  terms,  except  as enforceability may be
limited  by  bankruptcy,  insolvency, reorganization, moratorium or similar laws
affecting  the  enforcement  of  creidtor's  rights  generally.
The  Company represents and warrants that it has no place of business or offices
where  its  respective  books  of  account  and  records  are  kept  (other than
temporarily  at  the  offices  of  its attorneys or accountants) or places where
Collateral  is  stored  or  located,  except as set forth on Schedule A attached
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hereto;
The  Company  is  the  sole  owner  of  the Collateral (except for non-exclusive
licenses  granted  by  the Company in the ordinary course of business), free and
clear  of  any liens, security interests, encumbrances, rights or claims, and is
fully authorized to grant the Security Interest in and to pledge the Collateral,
except  as  set forth on Schedule Cattached hereto.  There is not on file in any
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governmental  or  regulatory  authority, agency or recording office an effective
financing  statement,  security  agreement, license or transfer or any notice of
any  of  the  foregoing  (other  than those that have been filed in favor of the
Secured  Party  pursuant  to  this  Agreement)  covering or affecting any of the
Collateral,  except  as set forth on Schedule Cattached hereto.  So long as this
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Agreement  shall  be  in  effect,  the  Company  shall not execute and shall not
knowingly  permit  to be on file in any such office or agency any such financing
statement  or  other  document  or  instrument  (except  to  the extent filed or
recorded in favor of the Secured Party pursuant to the terms of this Agreement).
No  part of the Collateral has been judged invalid or unenforceable.  No written
claim  has  been  received  that  any  Collateral  or  the  Company's use of any
Collateral  violates  the  rights  of any third party. There has been no adverse
decision  to  the  Company's claim of ownership rights in or exclusive rights to
use  the  Collateral  in  any jurisdiction or to the Company's right to keep and
maintain  such  Collateral  in full force and effect, and there is no proceeding
involving  said  rights  pending  or,  to  the  best  knowledge  of the Company,
threatened before any court, judicial body, administrative or regulatory agency,
arbitrator  or  other  governmental  authority.
The  Company  shall  at  all  times  maintain  its  books of account and records
relating to the Collateral at its principal place of business and its Collateral
at  the  locations  set forth on Schedule A attached hereto and may not relocate
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such  books  of account and records or tangible Collateral unless it delivers to
the  Secured  Party at least 30 days prior to such relocation (i) written notice
of such relocation and the new location thereof (which must be within the United
States)  and  (ii)  evidence  that  appropriate  financing  statements and other
necessary documents have been filed and recorded and other steps have been taken
to  perfect the Security Interest to create in favor of the Secured Party valid,
perfected  and  continuing  liens  in  the  Collateral.
This  Agreement  creates in favor of the Secured Party a valid security interest
in  the  Collateral securing the payment and performance of the Obligations and,
upon  making  the  filings  described  in  the immediately following sentence, a
perfected  security  interest  in  such  Collateral.  Except  for  the filing of
financing statements on Form-1 under the UCC with the jurisdictions indicated on
Schedule  B,  attached hereto, no authorization or approval of or filing with or
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notice  to  any governmental authority or regulatory body is required either (i)
for  the grant by the Company of, or the effectiveness of, the Security Interest
granted  hereby or for the execution, delivery and performance of this Agreement
by the Company or (ii) for the perfection of or exercise by the Secured Party of
its  rights  and  remedies  hereunder.
On  the  date  of  execution  of this Agreement, the Company will deliver to the
Secured  Party  one  or  more  executed  UCC financing statements on Form-1 with
respect  to the Security Interest for filing with the jurisdictions indicated on
Schedule  B, attached hereto and in such other jurisdictions as may be requested
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by  the  Secured  Party.
The execution, delivery and performance of this Agreement does not conflict with
or  cause  a  breach or default, or an event that with or without the passage of
time  or  notice,  shall  constitute a breach or default, under any agreement to
which  the  Company  is  a  party  or by which the Company is bound.  No consent
(including,  without limitation, from stock holders or creditors of the Company)
is required for the Company to enter into and perform its obligations hereunder.
The Company shall at all times maintain the liens and Security Interest provided
for  hereunder  as  valid  and  perfected  liens  and  security interests in the
Collateral  in  favor of the Secured Party until this Agreement and the Security
Interest  hereunder  shall terminate pursuant to Section 11.  The Company hereby
agrees  to  defend  the  same  against  any  and all persons.  The Company shall
safeguard  and  protect all Collateral for the account of the Secured Party.  At
the  request  of  the  Secured  Party,  the Company will sign and deliver to the
Secured  Party at any time or from time to time one or more financing statements
pursuant  to  the  UCC  (or  any  other  applicable  statute) in form reasonably
satisfactory  to  the  Secured Party and will pay the cost of filing the same in
all  public offices wherever filing is, or is deemed by the Secured Party to be,
necessary or desirable to effect the rights and obligations provided for herein.
Without  limiting  the  generality  of  the foregoing, the Company shall pay all
fees,  taxes  and  other  amounts  necessary  to maintain the Collateral and the
Security  Interest  hereunder,  and  the Company shall obtain and furnish to the
Secured  Party  from  time  to  time,  upon  demand,  such  releases  and/or
subordinations  of  claims  and  liens  which  may  be  required to maintain the
priority  of  the  Security  Interest  hereunder.
The Company will not transfer, pledge, hypothecate, encumber, license (except in
the  ordinary  course  of  business),  sell  or  otherwise dispose of any of the
Collateral  without  the  prior  written  consent  of  the  Secured  Party.
The  Company shall keep and preserve its Equipment, Inventory and other tangible
Collateral  in  good condition, repair and order and shall not operate or locate
any  such  Collateral  (or cause to be operated or located) in any area excluded
from  insurance  coverage.
The  Company  shall, within ten (10) days of obtaining knowledge thereof, advise
the  Secured  Party promptly, in sufficient detail, of any substantial change in
the  Collateral,  and of the occurrence of any event which would have a material
adverse effect on the value of the Collateral or on the Secured Party's security
interest  therein.
The Company shall promptly execute and deliver to the Secured Party such further
deeds,  mortgages,  assignments,  security  agreements,  financing statements or
other  instruments, documents, certificates and assurances and take such further
action  as  the  Secured Party may from time to time request and may in its sole
discretion  deem  necessary to perfect, protect or enforce its security interest
in the Collateral including, without limitation, the execution and delivery of a
separate  security agreement with respect to the Company's intellectual property
("Intellectual Property Security Agreement") in which the Secured Party has been
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granted a security interest hereunder, substantially in a form acceptable to the
Secured  Party,  which  Intellectual  Property Security Agreement, other than as
stated  therein,  shall  be  subject  to all of the terms and conditions hereof.
The Company shall permit the Secured Party and its representatives and agents to
inspect  the Collateral at any time, and to make copies of records pertaining to
the  Collateral  as  may  be  requested  by the Secured Party from time to time.
The  Company  will  take all steps reasonably necessary to diligently pursue and
seek  to  preserve, enforce and collect any rights, claims, causes of action and
accounts  receivable  in  respect  of  the  Collateral.
The  Company  shall  promptly notify the Secured Party in sufficient detail upon
becoming  aware of any attachment, garnishment, execution or other legal process
levied  against  any  Collateral  and  of  any other information received by the
Company  that  may  materially  affect the value of the Collateral, the Security
Interest  or  the  rights  and  remedies  of  the  Secured  Party  hereunder.
All information heretofore, herein or hereafter supplied to the Secured Party by
or  on  behalf  of  the  Company  with respect to the Collateral is accurate and
complete  in  all  material  respects  as  of  the  date  furnished.
Schedule  A  attached  hereto  contains  a  list  of  all of the subsidiaries of
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Company.
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Defaults.  The  following  events  shall  be  "Events  of  Default":
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The  occurrence  of an Event of Default (as defined in the Debentures) under the
Debentures;
Any  representation  or  warranty  of  the  Company  in this Agreement or in the
Intellectual  Property  Security Agreement shall prove to have been incorrect in
any  material  respect  when  made;
The  failure  by  the  Company  to  observe  or  perform  any of its obligations
hereunder  or  in the Intellectual Property Security Agreement for ten (10) days
after  receipt  by the Company of notice of such failure from the Secured Party;
and
Any  breach  of,  or  default  under,  the  Warrants.
Duty  To  Hold In Trust.  Upon the occurrence of any Event of Default and at any
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time thereafter, the Company shall, upon receipt by it of any revenue, income or
other  sums  subject  to  the Security Interest, whether payable pursuant to the
Debentures or otherwise, or of any check, draft, note, trade acceptance or other
instrument  evidencing an obligation to pay any such sum, hold the same in trust
for  the Secured Party and shall forthwith endorse and transfer any such sums or
instruments,  or  both, to the Secured Party for application to the satisfaction
of  the  Obligations.
Rights  and  Remedies  Upon  Default.  Subject to the rights and remedies of the
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Senior Debt, upon occurrence of any Event of Default and at any time thereafter,
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the Secured Party shall have the right to exercise all of the remedies conferred
hereunder  and  under  the  Debentures, and the Secured Party shall have all the
rights and remedies of a secured party under the UCC and/or any other applicable
law  (including  the  Uniform  Commercial  Code of any jurisdiction in which any
Collateral  is  then located).  Without limitation, the Secured Party shall have
the  following  rights  and  powers:
The Secured Party shall have the right to take possession of the Collateral and,
for that purpose, enter, with the aid and assistance of any person, any premises
where  the  Collateral,  or any part thereof, is or may be placed and remove the
same, and the Company shall assemble the Collateral and make it available to the
Secured Party at places which the Secured Party shall reasonably select, whether
at the Company's premises or elsewhere, and make available to the Secured Party,
without  rent,  all  of the Company's respective premises and facilities for the
purpose  of  the  Secured  Party  taking  possession of, removing or putting the
Collateral  in  saleable  or  disposable  form.
The  Secured  Party  shall have the right to operate the business of the Company
using  the  Collateral  and  shall  have  the  right  to  assign, sell, lease or
otherwise dispose of and deliver all or any part of the Collateral, at public or
private  sale  or  otherwise,  either  with  or  without  special  conditions or
stipulations,  for  cash  or on credit or for future delivery, in such parcel or
parcels  and  at  such  time or times and at such place or places, and upon such
terms  and conditions as the Secured Party may deem commercially reasonable, all
without (except as shall be required by applicable statute and cannot be waived)
advertisement  or demand upon or notice to the Company or right of redemption of
the  Company,  which  are  hereby expressly waived.  Upon each such sale, lease,
assignment  or  other  transfer  of  Collateral,  the  Secured Party may, unless
prohibited by applicable law which cannot be waived, purchase all or any part of
the Collateral being sold, free from and discharged of all trusts, claims, right
of redemption and equities of the Company, which are hereby waived and released.
Applications  of  Proceeds.  The  proceeds  of  any  such  sale,  lease or other
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disposition  of the Collateral hereunder shall be applied first, to the expenses
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of  retaking,  holding, storing, processing and preparing for sale, selling, and
the  like  (including,  without  limitation,  any  taxes,  fees  and other costs
incurred  in  connection  therewith)  of  the  Collateral,  to  the  reasonable
attorneys'  fees  and  expenses  incurred  by the Secured Party in enforcing its
rights hereunder and in connection with collecting, storing and disposing of the
Collateral,  and  then to satisfaction of the Obligations, and to the payment of
any  other  amounts  required  by  applicable law, after which the Secured Party
shall  pay  to  the  Company  any  surplus proceeds.  To the extent permitted by
applicable  law,  the Company waives all claims, damages and demands against the
Secured Party arising out of the repossession, removal, retention or sale of the
Collateral,  unless  due  to  the  gross negligence or willful misconduct of the
Secured  Party.
Costs  and Expenses.     The Company agrees to pay all out-of-pocket fees, costs
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and  expenses  incurred  in  connection  with  any  filing  required  hereunder,
including without limitation, any financing statements, continuation statements,
partial  releases  and/or termination statements related thereto or any expenses
of  any  searches  reasonably  required by the Secured Party.  The Company shall
also  pay  all  other  claims and charges which in the reasonable opinion of the
Secured Party might prejudice, imperil or otherwise affect the Collateral or the
Security  Interest  therein.  The  Company  will  also,  upon demand, pay to the
Secured  Party  the  amount  of  any  and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, which
the  Secured  Party  may  incur  in  connection with (i) the enforcement of this
Agreement, (ii) the custody or preservation of, or the sale of, collection from,
or  other  realization  upon,  any  of  the Collateral, or (iii) the exercise or
enforcement  of  any  of  the  rights of the Secured Party under the Debentures.
Until so paid, any fees payable hereunder shall be added to the principal amount
of  the  Debentures  and  shall  bear  interest  at  the  rate of 15% per annum.
Responsibility  for  Collateral.  The  Company  assumes  all  liabilities  and
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responsibility  in  connection  with  all Collateral, and the obligations of the
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Company  hereunder  or  under the Debentures and the Warrants shall in no way be
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affected  or  diminished  by reason of the loss, destruction, damage or theft of
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any  of  the  Collateral  or  its  unavailability  for  any  reason.
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Security Interest Absolute.  All rights of the Secured Party and all Obligations
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of  the Company hereunder, shall be absolute and unconditional, irrespective of:
(a)  any  lack  of validity or enforceability of this Agreement, the Debentures,
the  Warrants or any agreement entered into in connection with the foregoing, or
any  portion  hereof  or thereof; (b) any change in the time, manner or place of
payment  or  performance  of,  or  in  any  other  term  of,  all  or any of the
Obligations, or any other amendment or waiver of or any consent to any departure
from  the  Debentures,  the  Warrants  or  any  other  agreement entered into in
connection with the foregoing; (c) any exchange, release or nonperfection of any
of  the  Collateral,  or  any  release  or  amendment or waiver of or consent to
departure from any other collateral for, or any guaranty, or any other security,
for  all  or  any  of  the  Obligations;  (d) any action by the Secured Party to
obtain, adjust, settle and cancel in its sole discretion any insurance claims or
matters  made  or  arising  in  connection with the Collateral; or (e) any other
circumstance  which  might  otherwise  constitute any legal or equitable defense
available  to  the  Company,  or  a discharge of all or any part of the Security
Interest  granted  hereby.  Until  the  Obligations  shall  have  been  paid and
performed  in  full,  the rights of the Secured Party shall continue even if the
Obligations  are  barred  for  any  reason,  including,  without limitation, the
running  of  the  statute  of  limitations or bankruptcy.  The Company expressly
waives presentment, protest, notice of protest, demand, notice of nonpayment and
demand  for  performance.  In  the  event  that  at any time any transfer of any
Collateral  or  any  payment  received  by  the Secured Party hereunder shall be
deemed  by  final  order  of  a  court  of competent jurisdiction to have been a
voidable  preference or fraudulent conveyance under the bankruptcy or insolvency
laws  of  the United States, or shall be deemed to be otherwise due to any party
other than the Secured Party, then, in any such event, the Company's obligations
hereunder  shall  survive  cancellation  of  this  Agreement,  and  shall not be
discharged or satisfied by any prior payment thereof and/or cancellation of this
Agreement,  but  shall  remain  a  valid  and  binding obligation enforceable in
accordance  with  the terms and provisions hereof.  The Company waives all right
to require the Secured Party to proceed against any other person or to apply any
Collateral  which  the Secured Party may hold at any time, or to marshal assets,
or to pursue any other remedy.  The Company waives any defense arising by reason
of  the  application  of  the  statute  of limitations to any obligation secured
hereby.
Term  of Agreement.  This Agreement and the Security Interest shall terminate on
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the  date  on which all payments under the Debentures have been made in full and
all  other Obligations have been paid or discharged.  Upon such termination, the
Secured  Party,  at  the request and at the expense of the Company, will join in
executing  any  termination  statement  with  respect to any financing statement
executed  and  filed  pursuant  to  this  Agreement.
POWER  OF  ATTORNEY;  FURTHER  ASSURANCES.
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The  Company  authorizes the Secured Party, and does hereby make, constitute and
appoint it, and its respective officers, agents, successors or assigns with full
power  of  substitution, as the Company's true and lawful attorney-in-fact, with
power,  in  its own name or in the name of the Company, to, after the occurrence
and  during  the  continuance  of  an  Event  of Default, (i) endorse any notes,
checks,  drafts,  money  orders,  or  other  instruments  of  payment (including
payments  payable  under or in respect of any policy of insurance) in respect of
the  Collateral that may come into possession of the Secured Party; (ii) to sign
and endorse any UCC financing statement or any invoice, freight or express bill,
bill  of  lading,  storage  or  warehouse  receipts,  drafts  against  debtors,
assignments,  verifications  and  notices in connection with accounts, and other
documents  relating  to  the Collateral; (iii) to pay or discharge taxes, liens,
security  interests  or  other  encumbrances  at any time levied or placed on or
threatened  against  the  Collateral;  (iv)  to  demand,  collect,  receipt for,
compromise,  settle and sue for monies due in respect of the Collateral; and (v)
generally,  to  do,  at  the  option  of the Secured Party, and at the Company's
expense,  at  any  time,  or  from  time  to time, all acts and things which the
Secured  Party  deems  necessary  to  protect,  preserve  and  realize  upon the
Collateral  and  the  Security  Interest  granted therein in order to effect the
intent  of  this  Agreement,  the  Debentures and the Warrants, all as fully and
effectually  as  the  Company might or could do; and the Company hereby ratifies
all  that  said attorney shall lawfully do or cause to be done by virtue hereof.
This  power of attorney is coupled with an interest and shall be irrevocable for
the  term  of  this  Agreement  and thereafter as long as any of the Obligations
shall  be  outstanding.
On  a  continuing  basis,  the Company will make, execute, acknowledge, deliver,
file  and  record, as the case may be, in the proper filing and recording places
in  any jurisdiction, including, without limitation, the jurisdictions indicated
on  Schedule  B, attached hereto, all such instruments, and take all such action
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as  may  reasonably be deemed necessary or advisable, or as reasonably requested
by  the  Secured  Party,  to perfect the Security Interest granted hereunder and
otherwise  to  carry  out  the  intent  and  purposes  of this Agreement, or for
assuring  and  confirming  to  the  Secured  Party  the grant or perfection of a
security  interest  in  all  the  Collateral.
The  Company  hereby  irrevocably  appoints  the  Secured Party as the Company's
attorney-in-fact,  with full authority in the place and stead of the Company and
in the name of the Company, from time to time in the Secured Party's discretion,
to  take  any  action  and to execute any instrument which the Secured Party may
deem  necessary  or  advisable  to  accomplish  the  purposes of this Agreement,
including  the  filing,  in  its  sole  discretion,  of one or more financing or
continuation  statements  and  amendments  thereto,  relative  to  any  of  the
Collateral  without  the  signature  of  the  Company  where  permitted  by law.
Notices.  All  notices,  requests,  demands  and  other communications hereunder
-------
shall  be  in writing, with copies to all the other parties hereto, and shall be
----
deemed to have been duly given when (i) if delivered by hand, upon receipt, (ii)
if sent by facsimile, upon receipt of proof of sending thereof, (iii) if sent by
nationally  recognized  overnight delivery service (receipt requested), the next
business  day  or  (iv)  if  mailed by first-class registered or certified mail,
return  receipt  requested, postage prepaid, four days after posting in the U.S.
mails,  in  each  case  if  delivered  to  the  following  addresses:
If  to  the  Company:     Imaging  Technologies  Corporation
15175  Innovation  Drive
San  Diego,  California  92128
Attention:  President  and  Chief  Executive  Officer
Facsimile:  858-207-6505

With  copies  to:     Jenkens  &  Gilchrist  Parker  Chapin,  LLP
     The  Chrysler  Building
405  Lexington  Avenue
New  York,  NY  10174
Attention:  Christopher  S.  Auguste,  Esq.
Facsimile:  212-704-6288

If  to  the  Secured  Party:
Bristol  Investment  Fund,  Ltd.
     Caledonian  House
Jennett  Street
George  Town
Attention:  Administrator
Facsimile:  441-295-2305

With  copies  to:
Bristol  DLP,  LLC
6363  Sunset  Boulevard,  Fifth  Floor
Hollywood,  California  90028
Attention:  Amy  Wang
Facsimile:  323-468-8307

Other Security.  To the extent that the Obligations are now or hereafter secured
--------------
by  property  other  than  the  Collateral  or  by the guarantee, endorsement or
property  of  any  other  person,  firm,  corporation  or other entity, then the
Secured  Party  shall  have  the  right,  in  its  sole  discretion,  to pursue,
relinquish,  subordinate,  modify or take any other action with respect thereto,
without  in any way modifying or affecting any of the Secured Party's rights and
remedies  hereunder.
Miscellaneous.
-------------
No  course of dealing between the Company and the Secured Party, nor any failure
to  exercise, nor any delay in exercising, on the part of the Secured Party, any
right,  power  or privilege hereunder or under the Debentures shall operate as a
waiver  thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or thereunder preclude any other or further exercise thereof
or  the  exercise  of  any  other  right,  power  or  privilege.
All  of  the  rights  and  remedies  of  the  Secured  Party with respect to the
Collateral,  whether  established  hereby  or  by the Debentures or by any other
agreements,  instruments  or  documents or by law shall be cumulative and may be
exercised  singly  or  concurrently.
This  Agreement  constitutes the entire agreement of the parties with respect to
the  subject  matter hereof and is intended to supersede all prior negotiations,
understandings  and agreements with respect thereto.  Except as specifically set
forth  in  this  Agreement,  no  provision  of this Agreement may be modified or
amended  except  by a written agreement specifically referring to this Agreement
and  signed  by  the  parties  hereto.
In  the  event  that  any  provision  of  this  Agreement is held to be invalid,
prohibited  or  unenforceable  in  any  jurisdiction for any reason, unless such
provision is narrowed by judicial construction, this Agreement shall, as to such
jurisdiction,  be  construed  as  if  such  invalid, prohibited or unenforceable
provision  had  been  more narrowly drawn so as not to be invalid, prohibited or
unenforceable.  If,  notwithstanding  the  foregoing,  any  provision  of  this
Agreement  is  held  to  be  invalid,  prohibited  or  unenforceable  in  any
jurisdiction,  such  provision, as to such jurisdiction, shall be ineffective to
the  extent  of  such  invalidity,  prohibition  or  unenforceability  without
invalidating  the remaining portion of such provision or the other provisions of
this  Agreement  and  without  affecting  the validity or enforceability of such
provision  or  the other provisions of this Agreement in any other jurisdiction.
No  waiver  of  any breach or default or any right under this Agreement shall be
considered  valid  unless in writing and signed by the party giving such waiver,
and  no such waiver shall be deemed a waiver of any subsequent breach or default
or  right,  whether  of  the  same  or  similar  nature  or  otherwise.
This  Agreement  shall  be  binding  upon and inure to the benefit of each party
hereto  and  its  successors  and  assigns.
Each  party  shall take such further action and execute and deliver such further
documents  as  may  be  necessary  or  appropriate  in  order  to  carry out the
provisions  and  purposes  of  this  Agreement.
This  Agreement  shall  be construed in accordance with the laws of the State of
New  York,  except  to  the  extent the validity, perfection or enforcement of a
security  interest  hereunder  in respect of any particular Collateral which are
governed  by  a jurisdiction other than the State of New York in which case such
law  shall  govern.  Each  of  the  parties  hereto  irrevocably  submit  to the
exclusive  jurisdiction  of  any  New  York State or United States Federal court
sitting  in  Manhattan  county  over  any action or proceeding arising out of or
relating to this Agreement, and the parties hereto hereby irrevocably agree that
all  claims  in respect of such action or proceeding may be heard and determined
in  such New York State or Federal court.  The parties hereto agree that a final
judgment  in  any  such  action  or  proceeding  shall  be conclusive and may be
enforced  in  other jurisdictions by suit on the judgment or in any other manner
provided by law.  The parties hereto further waive any objection to venue in the
State  of  New York and any objection to an action or proceeding in the State of
New  York  on the basis of forum non conveniens.  The parties further agree that
the  successful  or  prevailing  party  in  any  proceeding shall be entitled to
recover  attorneys'  fees  and  other  costs  incurred  in  such  proceeding.
EACH  PARTY  HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRAIL
OF  ANY  CLAIM  OR  CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.
THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY DISPUTES THAT
MAY  BE  FILED  IN  ANY  COURT  AND  THAT  RELATE  TO  THE SUBJECT MATER OF THIS
AGREEMENT,  INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF
DUTY  CLAIMS  AND  ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY HERETO
ACKNOWLEDGES  THAT  THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER
INTO  A BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS WAIVER
IN  ENTERING  INTO  THIS  AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO RELY ON
THIS  WAIVER  IN  THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND
REPRESENTS  THAT  IT  HAS  REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
SUCH  PARTY  HAS  KNOWINGLY  AND  VOLUNTARILY  WAIVES ITS RIGHTS TO A JURY TRIAL
FOLLOWING  SUCH  CONSULTATION.  THIS  WAIVER  IS  IRREVOCABLE,  MEANING  THAT,
NOTWITHSTANDING  ANYTHING  HEREIN TO THE CONTRARY, IT MAY NOT BE MODIFIED EITHER
ORALLY  OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS  AND SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.  IN THE EVENT OF A
LITIGATION,  THIS  AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.
This Agreement may be executed in any number of counterparts, each of which when
so  executed  shall be deemed to be an original and, all of which taken together
shall constitute one and the same Agreement.  In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid binding
obligation  of  the  party  executing  (or  on  whose  behalf  such signature is
executed) the same with the same force and effect as if such facsimile signature
were  the  original  thereof.
     IN  WITNESS WHEREOF, the parties hereto have caused this Security Agreement
to  be  duly  executed  on  the  day  and  year  first  above  written.
IMAGING  TECHNOLOGIES  CORPORATION
By:_____________________________________
     Brian  Bonar
     President  and  Chief  Executive  Officer

BRISTOL  INVESTMENT  FUND,  LTD.
By:_____________________________________
Diana  Derycz  Kessler
Director


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