IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                  EXHIBIT 10(B)

                           AGREEMENT TO ACQUIRE SHARES
                           ---------------------------

         THIS  AGREEMENT  TO  ACQUIRE  SHARES  (hereafter  referred  to  as  the
"Agreement")  is made and entered  into on  December  19,  2000,  by and between
Imaging Technologies  Corporation  (hereafter referred to as "ITEC"), a Delaware
company, with principle executive offices located at 15175 Innovation Drive, San
Diego,  California  92128, and Pen Interconnect Inc.  (hereafter  referred to as
"PIC.") a Utah company,  with principal  offices  located at 1601 Alton Parkway,
Irvine California 92606 and concerns ITEC purchasing shares equivalent to 75% of
the currently issued and outstanding shares of PIC's common stock on the Closing
Date  (hereinafter  defined) in exchange  for 100% of the common  stock of a new
corporation  to be  formed  by ITEC and into  which  ITEC  will  contribute  the
business  operations  and assets of two  business  units:  DealSeekers.com,  and
EduAdvantage.com.

RECITALS

         WHEREAS,  PIC has  previously  been engaged in a variety of electronics
manufacturing and other businesses; and

         WHEREAS,  PIC discontinued its manufacturing  operations earlier in the
year 2000 due to the recovery by its lender of  substantially  all of the assets
of PIC which were  covered by the security  interests of the lender,  and PIC is
seeking  to  recognize  the value of its  existing  corporate  organization  and
shareholder base; and

         WHEREAS, ITEC is in the business of ITEC developing, manufacturing, and
distributing high-quality digital imaging solutions; and

         WHEREAS, ITEC desires to expand its access to capital markets; and

         WHEREAS,  ITEC and PIC feel that forming a business  relationship would
be beneficial to both parties.

          NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants  and
agreements  contained  herein  and in  reliance  upon  the  representations  and
warranties hereinafter set forth, the parties agree as follows:

CONSIDERATION

         1.1 ITEC  will form a newly  incorporated  California  corporation  and
transfer the business operations and assets of two of its current business units
into the new entity,  (referred to herein as "NewTec"). The two businesses which
shall  be  contributed  to  form  NewTec  are  known  as   DealSeekers.com   and
EduAdvantage.com,  for which the assets,  a proforma balance sheet and statement
of operations for which are attached hereto as Exhibit 1.1.

         1.2 PIC will conduct a reverse split of its common shares at a ratio to
be agreed upon  between ITEC and PIC of up to 1 new PIC share for 10 current PIC
shares of and at the  completion of such reverse split will issue to ITEC at the
Closing (hereinafter defined) newly issued PIC shares in an amount sufficient to
provide ITEC ownership of seventy-five  percent (75%) of the common stock of PIC
at the conclusion of this  transaction on the Closing Date. The PIC common stock
issued to ITEC shall be entitled to the registration rights described on Exhibit
1.2  attached  hereto,   and  incorporated   herein  by  this  reference,   such
registration  rights of ITEC being transferable to any one transferee of the PIC
shares.

         1.3 ITEC and PIC mutually agree to enter into this  strategic  business
relationship based on the structure described in this Agreement.

CLOSING

         2.1 The Closing of the transaction  contemplated herein (the "Closing")
will occur on the later of (i)  January 31, 2001 or (ii) the date which is three
(3) days  after  the  later to occur of the  following:  a) the  approval  of an
increase  in the  authorized  common  stock of PIC  from  50,000,000  shares  to
100,000,000  shares by PIC  stockholders  b) the  approval of the reverse  stock
split by PIC  stockholders,  or (iii) such other date as the  parties  may agree
(the "Closing  Date").  The Closing shall be effective as of the last day of the
month  preceding  the  Closing  Date  (the  "Effective  Date").  For  accounting
purposes,  the Closing shall be deemed consummated as of 11:59 p.m. Pacific Time
on the Effective  Date.  The Closing may be consummated by exchange of signature
pages by facsimile  transmission,  with the originals thereof to be delivered by
mail to each respective party as soon thereafter as practicable.

         2.2      ITEC shall deliver the following at the Closing:

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         (a) an Officer's  Certificate  as to (i) the accuracy at Closing of all
of ITEC's  representations  and  warranties  as if made at and as of the Closing
Date,  (ii) the  fulfillment  of all of ITEC's  agreements  and  covenants to be
performed  at or before the  Closing  Date,  and (iii) the  satisfaction  of all
Closing conditions to be satisfied by ITEC;

         (b)  certified  copies  of  resolutions  adopted  by  ITEC's  Board  of
Directors  approving the execution,  delivery and  performance of this Agreement
and approving all of the transactions contemplated by this Agreement; and

         (c) share  certificates  representing one hundred percent (100%) of the
issued and  outstanding  common  stock of NewTec duly issued in the name of PIC;
and

         (d)  such  other  instruments  or  documents  as  may be  necessary  or
appropriate to carry out the transactions contemplated hereby.

         2.3      At the Closing, PIC shall deliver the following:

(a) an Officer's  Certificate  as to (i) the accuracy at Closing of all of PIC's
representations  and  warranties as if made at and as of the Closing Date, ( ii)
the  fulfillment of all of PIC's  agreements and covenants to be performed at or
before the Closing Date, and (iii) the satisfaction of all Closing conditions to
be satisfied by PIC;

         (b) certified copies of resolutions adopted by PIC's Board of Directors
approving  the  execution,  delivery  and  performance  of  this  Agreement  and
approving all of the transactions contemplated by this Agreement; and

         (c)  certified  copies of  resolutions  approved by PIC's  stockholders
approving the reverse stock split;

         (d)  certified  copies of  resolutions  approved by PIC's  stockholders
approving  the  increase in its  authorized  common  shares from  50,000,000  to
100,000,000 shares; and

         (e) share certificates  representing  seventy-five percent (75%) of the
issued and outstanding common stock of PIC duly issued in the name of ITEC; and

         (f)  such  other  endorsements,  instruments  or  documents  as  may be
necessary or appropriate to carry out the  transactions  contemplated  hereby or
are  reasonably  requested  by  ITEC  to  demonstrate  satisfaction  of the  PIC
Pre-Closing Actions (as hereinafter defined in Section 3.1).

REPRESENTATIONS AND WARRANTIES REGARDING PIC

         PIC  represents  and  warrants to ITEC as of the Closing  Date  (unless
otherwise provided) as follows:

         3.1 PIC has all of the requisite right, power and authority, subject to
obtaining  the  approval of PIC  stockholders,  without the consent of any other
person or entity, to execute and deliver this Agreement and the agreements to be
executed and  delivered  hereby and to carry out the  transactions  contemplated
hereby and thereby.  All actions  required to be taken by PIC to  authorize  the
execution,  delivery and  performance  of this  Agreement and all agreements and
transactions  contemplated  hereby have been duly and properly  taken,  with the
exception of those actions specifically identified in Sections 6.1 to 6.5 hereof
("PIC  Pre-closing  Actions") to be taken by PIC  subsequent to the execution of
this Agreement but prior to the Closing.

         3.2 This Agreement and the other  agreements and other  documents to be
delivered at the Closing by PIC have been duly executed and delivered by PIC and
constitute  valid and binding  obligations of PIC enforceable in accordance with
their  respective  terms.  The execution and delivery of this  Agreement and the
other  agreements  contemplated  hereby and the consummation of the transactions
contemplated hereby and thereby will not (immediately,  or upon notice, with the
passage  of time,  or both)  result  in the  creation  of any  lien,  charge  or
encumbrance of any kind or the termination or  acceleration of any  indebtedness
or other  obligation  of PIC,  and are not  prohibited  by,  do not and will not
violate or conflict with any provision of, and do not and will not  constitute a
default under or a breach of (i) the articles of incorporation or bylaws of PIC,
(ii) any contract,  agreement or other  instrument to which PIC is a party or by
which  PIC is  bound,  (iii)  any  order,  decree  or  judgment  of any court or
governmental  agency  binding  upon  PIC,  or (iv) any law,  rule or  regulation
applicable to PIC.

         3.3 (a) PIC is a corporation  duly organized,  validly  existing and in
good standing  under the laws of Utah,  and has full power and authority and all
requisite  rights,  licenses  and  permits  to  carry on its  business  as it is
presently  conducted by PIC. PIC  maintains  its primary  office in the State of
California.

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                  (b).  Except as set forth on  Schedule  3.3(b)  all of the PIC
shares have been duly and validly  authorized  and granted or sold and there are
no contributions, capital calls or other amounts outstanding with respect to any
PIC shares.  The PIC shares were not issued in  violation of any  preemptive  or
other right of any person. There are no outstanding options,  rights,  warrants,
conversion  rights or other agreements or commitments to which PIC is a party or
binding  upon PIC for the sale or transfer by PIC of any  interest in PIC except
as described on Schedule 3.3(b).

         3.4 Other  than  approval  by a majority  of the  holders of the common
shares of PIC, no approval, authorization, registration, consent, order or other
action of or filing with any person, including any court,  administrative agency
or other governmental  authority, is required for (i) the execution and delivery
of  this  Agreement  or  the  agreements   contemplated   hereby,  or  (ii)  the
consummation of the transactions contemplated hereby and thereby.

         3.5  (a)  The  unaudited  financial  statements  for  PIC  at and as of
September  30, 2000 ("PIC  Financial  Statements")  (i) are  attached  hereto as
Schedule 3.5(a); and (ii) are accurate and complete.

              (b) PIC is not subject to any  liability  or  obligation  (whether
absolute,  accrued,  contingent or otherwise  and whether  matured or unmatured)
other than liabilities and obligations described on Schedule 3.5(a).

         3.6 The books of account and other records (financial and otherwise) of
PIC are complete and correct and are maintained in accordance with good business
practices and generally accepted accounting practices.

         3.7 Since September 30, 2000, PIC has operated its business only in the
ordinary course,  and there has not been any of the following in connection with
PIC:

             (a) any material adverse change in the financial condition, assets,
liabilities,   personnel,   prospects   or  business   affairs  of  PIC  in  its
relationships with suppliers, vendors, customers, representatives,  employees or
others,  nor has there been the occurrence of any event or condition which could
reasonably be expected to have such an effect;

             (b)  any   declaration   or  payment  of  any   dividend  or  other
distribution;

             (c) any forgiveness, cancellation, write-off or write-down of debts
or  claims,  or waiver of any rights  related to PIC other than in the  ordinary
course  of  negotiating   settlements  of  creditor  claims  and  settlement  of
litigation filed against PIC, as disclosed on Schedule 3.7(c);

             (d) any  increase  or  decrease  in the  compensation,  benefits or
method or rate of reimbursement paid, payable or to become payable by PIC to any
employee,  independent  contractor  or other  person  who  renders  services  in
connection with PIC or its business,  or any payments of compensation other than
salary to any of such employees;

             (e) any incurrence of debt;

             (f)  any  entry  into  any  material   agreement,   commitment   or
transaction  in  excess  of  ten  thousand  dollars  ($10,000)  or  any  capital
expenditure in excess of five thousand dollars ($5,000);

             (g)  any  incurrence  of  any  security  interest,   lien,  charge,
encumbrance or claim on, or any damage or loss to, any of the assets of PIC;

             (h) any  change in the method of  operation  or  practices  of PIC,
including any change in the accounting, billing or invoicing procedures of PIC;

             (i) any sale,  transfer or disposal by or for PIC or purchase by or
for  PIC  of  any  properties  or  assets,  except  in the  ordinary  course  of
negotiating  settlements  of creditor  claims and  settlement  of  litigation as
disclosed on Schedule 3.7(i); or

             (j) any agreement,  commitment or understanding by PIC to do any of
the foregoing.

         3.8 PIC owns or  otherwise  controls  the  contracts,  assets,  leases,
accounts  receivable,  trademarks,  patents and other  tangible  and  intangible
property  which is  carried  on its  Financial  Statements  and PIC has good and
marketable title to such assets, and such assets are not and will not be subject
to any pledge, option, escrow, hypothecation, lien, security interest, financing
statement,  lease,  license,  easement,  right  of  way,  encumbrance  or  other
restriction of any kind except as disclosed on Schedule 3.8.

         3.9      PIC does not own any real property.

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         3.10  Except as  described  on  Schedule  3.10,  PIC does not lease any
personal  property.  Schedule 3.10 sets forth an accurate,  correct and complete
list of all office furnishings and other personal property leased by PIC.

         3.11 Schedule 3.11 contains a list of all  information in the nature of
trade secrets,  know-how or proprietary  information,  including but not limited
to, software, copyrighted and copyrightable material, electronic data processing
systems, program specifications and technical information relating to or used by
PIC  (the  "Proprietary  Information").  The  Proprietary  Information  does not
violate  or  infringe  upon any trade  secret  rights,  patents,  trademarks  or
copyrights  of any  other  person.  Except as set forth on  Schedule  3.11,  the
Proprietary  Information  is owned  exclusively  by PIC and no other  person  or
entity has any claim thereto or rights therein.

         3.12  Except  as set  forth in  Schedule  3.12,  PIC has paid all taxes
required  to be paid and has filed all  returns,  declarations  and  reports  or
information returns and statements required to be filed.

         3.13 Except as set forth in Schedule  3.13, PIC is not engaged in, or a
party to, or to the best of PIC's knowledge,  threatened with, any suit, action,
proceeding,  or  investigation  or legal,  administrative,  arbitration or other
method of settling  disputes,  and no officer of PIC knows,  anticipates  or has
notice of any  basis for any such  action.  PIC has not  received  notice of any
investigation,  suit or proceeding  threatened or  contemplated  by any foreign,
federal,  state or local government or regulatory authority  including,  without
limitation,  those involving PIC's employment  notices or policies or compliance
with environmental regulations.

         3.14  PIC has not  retained  any  broker  or  finder  or  incurred  any
liability or obligation  for any brokerage  fees,  commissions  or finder's fees
with respect to this Agreement or the transactions contemplated hereby.

         3.15  PIC  has  no  accounts  receivable  with  the  exception  of  the
promissory  note  described in Schedule  3.15,  for which no defenses to payment
have been  asserted,  nor does PIC have reason to believe  that such  promissory
note would not be paid (with the exception of the obligor's inability to pay for
financial reasons)..

         3.16 Neither this Agreement nor any attachment,  schedule,  certificate
or other statement delivered pursuant to this Agreement in or in connection with
the  transactions  contemplated  hereby  contains  or will  contain  any  untrue
statement  of a  material  fact or omits or will omit to state a  material  fact
necessary in order to make the statements and  information  contained  herein or
therein,  in light of the circumstances in which they were made, not misleading.
Each schedule delivered pursuant to this Agreement is accurate and complete.  To
PIC's  knowledge,  there is no  information  necessary  to enable a  prospective
purchaser of PIC or its common stock to make an informed  decision  with respect
to the  purchase  of PIC or its  common  stock  which  has  not  been  expressly
disclosed to ITEC in this Agreement or in writing in connection  with ITEC's due
diligence process.

REPRESENTATIONS AND WARRANTIES OF ITEC

         ITEC  hereby  represents  and  warrants to PIC as of the date hereof as
follows:

         4.1 ITEC has all  requisite  right,  power and  authority,  without the
consent of any other person or entity, to execute and deliver this Agreement and
the  agreements  to be executed  and  delivered  at Closing and to carry out the
transactions contemplate hereby and thereby. All actions required to be taken by
ITEC to authorize the execution,  delivery and performance of this Agreement and
all agreements and transactions  contemplated hereby have been duly and properly
taken.

         4.2 This Agreement has been, and the agreements and other  documents to
be delivered at Closing by ITEC and will be, duly executed and delivered by ITEC
and constitute valid and binding obligations of ITEC,  enforceable in accordance
with their  respective  terms.  The execution and delivery of this Agreement and
the  other   agreements   contemplated   hereby  and  the  consummation  of  the
transactions  contemplated  hereby and  thereby  do not and will not  violate or
conflict  with any  provision  of, and do not and will not  constitute a default
under or a breach of (i) the Certificate of  Incorporation  or Bylaws of ITEC or
NewTec, (ii) any contract, agreement or other instrument to which ITEC or NewTec
are a party, (iii) any order or judgment of any court or governmental  agency or
(iv) any law, rule or regulation applicable to ITEC or NewTec.

         4.3 No approval, authorization,  registration,  consent, order or other
action of or filing with any person, including any court,  administrative agency
or other  governmental  authority is required for the  execution and delivery by
ITEC of this Agreement or the agreements contemplated hereby or the consummation
of the transactions contemplated hereby and thereby.

         4.4 ITEC is a corporation duly organized and validly existing under the
laws of the State of Delaware,  and has full  corporate  power and  authority to
carry on the business in which it is engaged.

         4.5 NewTec is a corporation  duly organized and validly  existing under
the laws of the State of California,  and has full corporate power and authority
to carry on the business in which it is engaged.

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         4.5 The NewTec Shares to be issued pursuant to this Agreement have been
duly  authorized by all necessary  corporate  action of ITEC and NewTec and when
delivered  hereunder will be validly issued,  fully paid and nonassessable.  The
NewTec Shares will be issued pursuant to exemptions under the applicable federal
and state securities laws.

         4.6 Except as set forth in Schedule  4.6,  neither  ITEC nor NewTec are
engaged in, or a party to, or to the best of its knowledge, threatened with, any
suit, action, proceeding, or investigation or legal, administrative, arbitration
or other method of settling disputes,  which (if determined adversely to ITEC or
NewTec) would materially and adversely affect (i) the ability of ITEC to perform
hereunder or under any other  agreement,  document or instrument  required to be
executed  and  delivered  by ITEC in  connection  with the  consummation  of the
transactions  contemplated  hereby or (ii) the  NewTec  Shares  to be  delivered
pursuant to this Agreement, and ITEC neither knows, anticipates or has notice of
any basis for any such action. Except as set forth in Schedule 4.6, ITEC has not
received  notice  of  any  investigation,   suit  or  proceeding  threatened  or
contemplated by any foreign,  federal,  state or local  government or regulatory
authority  including,  without  limitation,  those  involving  their  respective
employment  practices or policies or compliance with environmental  regulations,
which would have a material  adverse  effect on ITEC or the  business of NewTec.
Except as set forth in Schedule 4.6, ITEC is not subject to any order, decree or
judgment of any court or  governmental  agency or  instrumentality,  which would
have a material adverse effect on ITEC or the formation of NewTec. Except as set
forth in Schedule  4.6, ITEC has not received  notice of any adverse  finding or
determination in connection with any review conducted by any entity, commission,
board or  agency  which  would  have a  material  adverse  effect on ITEC or the
business of NewTec.

         4.7  ITEC has not  retained  any  broker  or  finder  or  incurred  any
liability or obligation  for any brokerage  fees,  commissions  or finder's fees
with respect to this Agreement or the transactions contemplated hereby.

         4.8 The  unaudited  financial  statements  for ITEC as of September 30,
2000: (i) are attached hereto as Schedule 4.8 (the "ITEC Financial Statements");
(ii) are  accurate,  correct and  complete;  (iii) fairly  present the financial
condition  and results of operations of ITEC as of the dates and for the periods
indicated; and (iv) are prepared in accordance with GAAP except for (A) the fact
that interim  financial  statements are subject to year-end  adjustments and (B)
any  exceptions  that  may be  indicated  in the  notes to such  ITEC  Financial
Statements.

COVENANTS

         PIC and ITEC  hereby  agree to keep,  perform and fully  discharge  the
following covenants and agreements.

         5.1 PIC and ITEC agree to use their commercially  reasonable efforts to
satisfy the Closing  conditions set forth herein by the Closing Date, or earlier
if possible.

         5.2 From the date of this Agreement until Closing Date, PIC shall:

         (a) use  commercial  best  efforts  to  preserve  intact  its  business
organization, licenses, permits, and securities registrations; and

         (b) perform in all material respects all obligations under agreements.

         5.3 From the date of this  Agreement  until the Closing Date,  PIC will
not, without the prior written consent of ITEC, do any of the following:

         (a) take any action which would (i) adversely affect the ability of any
party hereto to obtain any consents  required for the transactions  contemplated
thereby, or (ii) adversely affect the ability of any party hereto to perform its
covenants and agreements;

         (b) make any  distribution  related to earnings  any payment of cash to
any shareholder of PIC other than normal payments made in the ordinary course of
business consistent with past practices;

         (c)  impose on any  material  asset,  or suffer the  imposition  on any
material asset of, any lien;

         (d) sell,  pledge or  encumber,  or enter  into any  contract  to sell,
pledge  or  encumber,  any  interest  in the  Assets,  with the  exception  of a
consensual  foreclosure by Finova to take possession of assets of PIC within the
scope of Finova's existing  security  agreements but of which Finova has not yet
taken possession;

         (e)  purchase,  lease or  otherwise  acquire any assets or  properties,
whether real or personal,  tangible or intangible,  or sell,  lease or otherwise
dispose of any assets or  properties,  whether  real or  personal,  tangible  or
intangible,  except in the ordinary  course of business and consistent with past
practices;

         (f) grant any increase in  compensation or benefits to the employees or
officers;  pay any severance or termination pay or any bonus other than pursuant
to written  policies  or written  contracts  in effect as of

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the date hereof and  disclosed on the  schedules  hereto,  unless such action is
first approved in writing by ITEC's Chief Executive Officer;

         (g) enter into or amend any employment  contract (unless such amendment
is required by law) that PIC does not have the unconditional  right to terminate
without liability (other than liability for services already  rendered),  at any
time on or after the Closing;

         (h) make any  significant  change in any tax or  accounting  methods or
systems of internal accounting controls, except as may be appropriate to conform
to changes in tax laws or regulatory accounting requirements or GAAP;

         (i)  commence  any  litigation  other  than  in  accordance  with  past
practice,  settle any  litigation  involving any  liability  for material  money
damages or restrictions upon the Business;

         (j)  except  in the  ordinary  course  of  business  and  which  is not
material,  modify,  amend or terminate any material contract or waive,  release,
compromise or assign any material rights or claims;

         (k) make or commit to make any capital  expenditure,  or enter into any
lease of capital equipment as lessee or lessor;

         (l) take any action, or omit to take any action,  which would cause any
of the representations and warranties contained herein to be or become untrue or
incorrect;

         (m) make any loan to any person or increase the aggregate amount of any
loan  currently  outstanding  to any person that would be payable  following the
Closing; or

         (n) grant any rights,  securities or other  instruments that include or
contain any right to  purchase or  otherwise  obtain  common  stock of PIC which
extends beyond the Closing Date.

         5.4 From the date of this Agreement until Closing Date, ITEC shall:

         (a) use  commercial  best  efforts  to  preserve  intact  its  business
organization,  licenses,  permits,  government  programs,  private  programs and
customers;

         (b)  maintain  all  business  development  efforts,  including  without
limitation,  diligently  pursuing  business  opportunities  of its  business and
preserving relationships with prospects of ITEC; and

         (c) perform in all material respects all obligations under agreements.

         5.5 From the date of this Agreement  until the Closing Date,  ITEC will
not, without the prior written consent of PIC, do any of the following:

         (a) take any action which would (i) adversely affect the ability of any
party hereto to obtain any consents  required for the transactions  contemplated
thereby, or (ii) adversely affect the ability of any party hereto to perform its
covenants and agreements;

         (b) impose, or suffer the imposition, on any material asset of any lien
or permit any such lien to exist,  in either  case  which  would have a material
adverse impact on ITEC or NewTec; or

         (c) enter into any agreement or commitment to do any of the foregoing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF ITEC

         Each and all of the obligations of ITEC to consummate the  transactions
contemplated  by this  Agreement are subject to  fulfillment  prior to or at the
Closing of the following conditions:

         6.1 The representations and warranties of PIC contained herein shall be
accurate in all  respects as if made on and as of the  Closing  Date.  PIC shall
have  performed  all of the  obligations  and complied  with each and all of the
covenants,  agreements and conditions  required to be performed or complied with
by it on or prior to the Closing Date

         6.2 No action,  suit,  proceeding  or  investigation  before any court,
administrative  agency  or other  governmental  authority  shall be  pending  or
threatened  wherein an unfavorable  judgment,  decree or order would prevent the
carrying out of this Agreement or any of the transactions  contemplated  hereby,
declare unlawful the transactions  contemplated  hereby, cause such transactions
to be  rescinded,  or which might affect the right of ITEC or its  affiliates to
own, operate or control PIC.

         6.3 PIC shall not have been adversely affected in any way by any act of
God, fire, flood, accident, war, labor disturbance,  legislation, or other event
or occurrence, whether or not covered by insurance, and there

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shall have been no change in the assets or the business  PIC or PIC's  financial
condition,  properties or prospects,  which would have a material adverse effect
thereon.

         6.4 PIC shall have (i)  negotiated a settlement  agreement  with Finova
for  the   satisfaction  of  all  obligations  due  Finova  from  PIC  which  is
satisfactory  in form and  substance to ITEC and counsel to ITEC;  (ii) obtained
modification  of the  terms  of all  warrants,  options  and  other  convertible
instruments or  contractual  rights for the purchase of PIC common stock or that
convert debt or other  obligations  into PIC common stock on terms acceptable to
ITEC and ITEC's counsel;  and (iii) obtained the release of all liens,  judgment
liens,  pledges,  claims,  charges,  encumbrances and security  interests on the
assets or rights of PIC on terms acceptable to ITEC and ITEC's counsel.

         6.5 All  corporate,  stockholder,  regulatory  and  other  actions  and
proceedings  in connection  with the  transactions  contemplated  hereby and all
documents  incidental  thereto,  and all other related legal  matters,  shall be
satisfactory  in form and  substance  to counsel  for ITEC,  and ITEC shall have
received all such  resolutions,  documents and  instruments,  or copies thereof,
certified if requested, as its counsel shall have reasonably requested.

         6.5 There shall have been no change,  circumstance  or occurrence  that
has had or would have a material  adverse  effect on the  business,  operations,
properties, condition (financial or otherwise) or prospects of PIC.

CONDITIONS PRECEDENT TO OBLIGATIONS OF PIC

         Each and all of the  obligations of PIC to consummate the  transactions
contemplated  by this  Agreement are subject to  fulfillment  prior to or at the
Closing of the following conditions:

         7.1 The  representations  and warranties of ITEC contained herein shall
be accurate in all respects as if made on and as of the Closing  Date.  ITEC and
shall have  performed all of the  obligations  and complied with each and all of
the covenants,  agreements  and conditions  required to be performed or complied
with on or prior to Closing Date.

         7.2 No action,  suit,  proceeding  or  investigation  before any court,
administrative  agency  or other  governmental  authority  shall be  pending  or
threatened  wherein an unfavorable  judgment,  decree or order would prevent the
carrying out of this Agreement or any of the transactions  contemplated  hereby,
declare unlawful the transactions contemplated hereby or cause such transactions
to be rescinded.

         7.3 All corporate and other actions and  proceedings in connection with
the transactions  contemplated hereby and all documents  incidental thereto, and
all other related legal matters,  shall be reasonably  satisfactory  in form and
substance to counsel for PIC, and PIC shall have received all such  resolutions,
documents and  instruments,  or copies thereof,  certified if requested,  as its
counsel shall have reasonably requested.

         7.4 A majority of the common  stockholders  of PIC shall have  approved
the transactions contemplated herein.

SURVIVAL AND INDEMNIFICATION

         8.1 All representations, warranties, covenants and agreements contained
in this Agreement or in any document  delivered  pursuant hereto shall be deemed
to be  material  and to  have  been  relied  upon  by the  parties  hereto.  All
representations  and warranties  contained in this  Agreement  shall survive the
Closing   for  the   applicable   statute  of   limitations   period,   and  all
representations,  warranties  and  covenants to be made or  performed  after the
Closing shall survive the Closing until made or performed and for the applicable
statute of limitations period after their due date. The indemnity obligations of
each  party to this  Agreement  shall  terminate  (absent  fraud or  intentional
misrepresentation) one year from the Closing Date. Any claim for indemnification
that is  asserted  within  one year of the  Closing  Date  shall  survive  until
resolved or judicially determined.  The representations and warranties contained
in this Agreement  shall not be affected by any  investigation,  verification or
examination by any party hereto or by anyone on behalf of any such party.

         8.2 (a) PIC shall hold harmless and defend ITEC and its  successors and
assigns  from and  against any and all claims  related to,  caused by or arising
from (A) any  misrepresentation  or breach of warranty or failure to fulfill any
covenant  or  agreement  of PIC  set  forth  in  this  Agreement,  or any  other
misrepresentation,  breach of  warranty  or failure  to  fulfill a  covenant  or
agreement by PIC contained in any agreement or other document delivered pursuant
hereto, or (B) any and all claims of third parties made based upon facts alleged
that,  if true,  would  have  constituted  such a  misrepresentation,  breach or
failure.

                  (b) ITEC shall indemnify, hold harmless and defend PIC and its
representatives,  officers, members, managers, directors, affiliates, successors
and  assigns,  from and  against  any and all claims  related  to,

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<PAGE>

caused by or  arising  from (i) any  misrepresentation,  breach of  warranty  or
failure to fulfill any covenant or agreement of ITEC contained  herein or in any
agreement  or other  document  delivered  pursuant  hereto,  or (ii) any and all
claims of third  parties  made based upon facts  alleged  that,  if true,  would
constitute such a misrepresentation, breach or failure.

         8.3  The  party  seeking   indemnification   under  this  article  (the
"Indemnified  Party") shall give prompt written notice to the indemnifying party
(the  "Indemnifying  Party") of the facts and  circumstances  giving rise to any
claim,  provided,  however,  that an  Indemnified  Party's  failure to give such
notice shall not impair or otherwise  affect such  Indemnified  Party's right to
indemnification  except to the extent that the Indemnifying  Party  demonstrates
actual damage caused by such failure.  All rights  contained in this article are
cumulative  and are in  addition  to all other  rights  and  remedies  which are
otherwise available,  pursuant to the terms of this Agreement or applicable law.
All indemnification  rights shall be deemed to apply in favor of the indemnified
party's  officers,   directors,   representatives,   subsidiaries,   affiliates,
successors and assigns.

         8.4 The Indemnified Party shall not settle or compromise any claim by a
third  party for which the  Indemnified  Party is  entitled  to  indemnification
hereunder  without the prior written  consent of the  Indemnifying  Party (which
consent shall not be unreasonably withheld), unless legal action shall have been
instituted  against the Indemnified  Party and the Indemnifying  Party shall not
have taken  control of such suit  within  fifteen  (15) days after  notification
thereof  as  provided  herein.  In  connection  with any  claim  giving  rise to
indemnification hereunder resulting from or arising out of any claim by a person
other than the Indemnified  Party,  the Indemnifying  Party shall,  upon written
notice to the  Indemnified  Party,  assume the defense of any such claim without
prejudice  to the right of the  Indemnifying  Party  thereafter  to contest  its
obligation to indemnify the Indemnified  Party in respect to the claims asserted
therein.  If the  Indemnifying  Party assumes the defense of any such claim, the
Indemnifying  Party shall  select  counsel to conduct the defense in such claims
and at its sole cost and expense  shall take all steps  necessary in the defense
or settlement thereof.  The Indemnifying Party shall not consent to a settlement
of, or the entry of any  judgment  arising  from,  any claim,  without the prior
written consent of the Indemnified  Party,  unless the Indemnifying Party admits
in writing its liability to hold the Indemnified Party harmless from and against
any losses,  damages,  expenses and liabilities  arising out of such settlement.
The  Indemnified  Party shall be entitled to  participate  in the defense of any
such action with its own counsel  and at its own  expense.  If the  Indemnifying
Party does not assume the  defense  of any such  claim  resulting  therefrom  in
accordance with the terms hereof, the Indemnified Party may defend such claim in
such a manner as it may deem  appropriate,  including  settling such claim after
giving  notice  of the  same to the  Indemnifying  Party  on such  terms  as the
Indemnified  Party may deem  appropriate,  and in any action by the  Indemnified
Party seeking indemnification from the Indemnifying Party in accordance with the
provisions  of this  article,  the  Indemnifying  Party shall not be entitled to
question the manner in which the  Indemnified  Party  defended such claim or the
amount  or  nature  of any such  settlement.  In the event of a claim by a third
party, the Indemnified Party shall cooperate with the Indemnifying  Party in the
defense of such action (including making a personal contact with the third party
if deemed  beneficial) and the relevant records of party shall be made available
on a timely basis.

MISCELLANEOUS

         9.1.  Payment  of  Fees  and  Expenses.  If  any  legal  action  or any
arbitration  or  other  proceeding  is  brought  for  the  enforcement  of  this
Agreement,   or  because   of  an   alleged   dispute,   breach,   default,   or
misrepresentation  in connection  with any of the provisions of this  Agreement,
the  successful  or  prevailing  party or parties  shall be  entitled to recover
reasonable   attorneys'  fees  and  other  costs  incurred  in  that  action  or
proceeding, in addition to any other relief to which it or they may be entitled.

         9.2.  Entire  Agreement.  This  Agreement,  including the documents and
writings  referred to herein or  delivered  pursuant  hereto,  which form a part
hereof,  contains  the entire  understanding  of the parties with respect to its
subject   matter.   This   Agreement   supercedes   all  prior   agreements  and
understandings between the parties with respect to its subject matter.

         9.3.  Governing Law. This Agreement  shall be governed by and construed
in accordance with the laws of the State of California.

         9.4.  Notices.  Any and all  notices,  demands or other  communications
required  or desired to be given by any party  shall be in writing  and shall be
validly  given or made to another  party if given by personal  delivery,  telex,
facsimile,  telegram or if  deposited in the United  States  mail,  certified or
registered, postage prepaid, return requested.

          If to ITEC:                        Imaging Technologies, Inc.
                                             15175 Innovation Drive
                                             San Diego, CA 92128
                                             Attention:  General Counsel

                                8
<PAGE>


          If to PIC:                         Pen Interconnect Inc.
                                             1601 Alton Parkway
                                             Irvine, California 92606
                                             Attention:  Stephen J. Fryer


IMAGING TECHNOLOGIES CORPORATION


by:      _______________________________


its      _______________________________



PEN INTERCONNECT INC.


by:      ______________________________
         Stephen J. Fryer


Its:     President
         --------------------------------


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