EXHIBIT 10(F)

THIS  WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGIS-TERED  UNDER  THE  SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE  SECURITIES LAWS.  EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES
PURCHASE AGREEMENT DATED AS OF JANUARY 22, 2002, NEITHER THIS WARRANT NOR ANY OF
SUCH  SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRA-TION  STATEMENT  FOR  SUCH  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 SUCH ACT OR
UNLESS  SOLD  PURSUANT  TO  RULE  144  OR  REGULATION  S  UNDER  SUCH  ACT.
     Right  to
Purchase
5,421,686
Shares  of
Common
Stock,  par
value  $0.005
per  share

                             STOCK PURCHASE WARRANT
     THIS  CERTIFIES  THAT,  for  value  received,  BRISTOL  CAPITAL, LLC or its
registered  assigns,  is  entitled  to  purchase  from  Imaging  Technologies
Corporation, a Delaware corporation (the "Company"), at any time or from time to
time  during  the  period  specified  in  Paragraph 2 hereof, Five Million, Four
Hundred  Twenty-One  Thousand, Six Hundred Eighty-Six (5,421,686) fully paid and
nonassessable  shares of the Company's Com-mon Stock, par value $0.005 per share
(the  "Common Stock"), at an exercise price per share equal to the lesser of (i)
$.0166  and  (ii) the average of the lowest three (3) Trading Prices (as defined
below)  during the thirty (30) Trading Days (as defined below) immediately prior
to  exercise,  discounted  by  30%  (the  "Exercise  Price").  The term "Warrant
Shares,"  as  used  herein,  refers  to  the  shares of Common Stock purchasable
hereunder.  The  Warrant Shares and the Exercise Price are subject to adjustment
as  provided  in  Paragraph  4  hereof.  The  term "Warrants" means this Warrant
issued  pursuant  to  that  certain Transaction Fee Agreement, dated January 22,
2002,  by  and between Alexander Dunham Securities, Inc. and the Company and the
other  warrants  issued  pursuant to that certain Securities Purchase Agreement,
dated  January  22,  2002, by and among the Company and the Buyers listed on the
execution  page  thereof (the "Securities Purchase Agreement").  "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 Bloomberg Financial
Markets  or an equivalent, reliable reporting service mutually acceptable to and
hereafter  designated  by the holder hereof and the Company ("Bloomberg") 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 as reported by Bloomberg 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  Company and the holder hereof.
"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.
This  Warrant  is  subject  to  the following terms, provisions, and conditions:
-Manner  of  Exercise; Issuance of Certificates; Payment for Shares.  Subject to
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the  provisions  hereof,  this Warrant may be exercised by the holder hereof, in
whole  or  in  part, by the surrender of this Warrant, together with a completed
exercise  agreement  in  the form attached hereto (the "Exercise Agreement"), to
the  Company  during  normal business hours on any business day at the Company's
principal executive offices (or such other office or agency of the Company as it
may  designate  by  notice  to  the  holder hereof), and upon (i) payment to the
Company  in  cash,  by certified or offi-cial bank check or by wire transfer for
the  account  of  the  Company  of  the  Exercise  Price  for the Warrant Shares
specified  in  the  Exercise  Agreement  or  (ii)  on  or after ninety (90) days
following the date on which this Warrant is issued, if the resale of the Warrant
Shares  by  the  holder  is  not  then  registered  pursuant  to  an  effective
registration  statement  under  the  Securities  Act  of  1933,  as amended (the
"Securities Act"), delivery to the Company of a written notice of an election to
effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant
Shares  specified  in  the  Exercise Agreement.  The Warrant Shares so purchased
shall  be deemed to be issued to the holder hereof or such holder's designee, as
the  record  owner  of  such  shares, as of the close of business on the date on
which this Warrant shall have been surrendered, the completed Exercise Agreement
shall  have been deliv-ered, and payment shall have been made for such shares as
set  forth  above.  Certifi-cates  for  the  Warrant  Shares  so  purchased,
representing the aggregate number of shares specified in the Exercise Agreement,
shall  be delivered to the holder hereof within a reasonable time, not exceeding
three  (3)  business days, after this Warrant shall have been so exercised.  The
certificates  so delivered shall be in such denominations as may be requested by
the  holder  hereof  and  shall be registered in the name of such holder or such
other  name  as  shall be designated by such holder.  If this Warrant shall have
been  exercised only in part, then, unless this Warrant has expired, the Company
shall,  at its expense, at the time of delivery of such certificates, deliver to
the holder a new Warrant representing the number of shares with respect to which
this  Warrant  shall  not  then  have  been exercised.  In addition to all other
available  remedies  at  law  or  in  equity,  if  the  Company fails to deliver
certificates  for  the  Warrant Shares within three (3) business days after this
Warrant  is  exercised,  then the Company shall pay to the holder in cash or, at
the  option  of  the  holder,  in  shares of Common Stock valued at the Exercise
Price,  an  amount  (the  "Default Amount") equal to 2% of the number of Warrant
Shares  that  the  holder is entitled to multiplied by the Market Price for each
day  that the Company fails to deliver certificates for the Warrant Shares.  For
example,  if  the  holder  is  entitled to 100,000 Warrant Shares and the Market
Price  is  $2.00,  then  the Company shall pay to the holder $4,000 for each day
that  the  Company  fails  to  deliver certificates for the Warrant Shares.  The
Default  Amount  shall  be  paid  to  the  holder  by the fifth day of the month
following  the  month  in  which  it  has  accrued.
     Notwithstanding anything in this Warrant to the contrary, in no event shall
the  holder  of  this  Warrant  be entitled to exercise a number of Warrants (or
portions thereof) in excess of the number of Warrants (or portions thereof) upon
exercise  of  which  the  sum  of  (i)  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
unexercised  Warrants  and  the  unexercised or unconverted portion of any other
securities  of  the  Company  (including  the  Debentures  (as  defined  in  the
Securities  Purchase  Agreement))  subject  to  a  limitation  on  conversion or
exercise  analogous  to  the limitation contained herein) and (ii) the number of
shares  of  Common  Stock  issuable  upon  exercise of the Warrants (or portions
thereof) with respect to which the determination described herein 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
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d)  of  the  Securities  Exchange  Act of 1934, as
amended, and Regulation 13D-G thereunder, except as otherwise provided in clause
(i)  of  the  preceding  sentence.  The  holder  of  this  Warrant may waive the
limitations  set  forth  herein  by  sixty-one  (61)  days written notice to the
Company.  Notwithstanding  anything  to  the  contrary  contained  herein,  the
limitation  on  exercise  of  this  Warrant  set forth herein may not be amended
without  (i)  the  written consent of the holder hereof and the Company and (ii)
the  approval  of  a  majority  of  shareholders  of  the  Company.
-Period  of  Exercise.  This  Warrant is exercisable at any time or from time to
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time on or after the date on which this Warrant is issued and delivered pursuant
 -
to  the  terms  of  the  Securities Purchase Agreement and before 5:00 p.m., Los
Angeles,  California  time  on  the  seventh  (7th)  anniversary  of the date of
issuance  (the  "Exercise  Period").
-Certain  Agreements of the Company.  The Company hereby covenants and agrees as
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follows:
-Shares  to be Fully Paid.  All Warrant Shares will, upon issuance in accordance
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with the terms of this Warrant, be validly issued, fully paid, and nonassessable
and  free  from all taxes, liens, and charges with respect to the issue thereof.
-Reservation  of  Shares.  During  the Exercise Period, the Company shall at all
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times have authorized, and reserved for the purpose of issuance upon exercise of
 -
this  Warrant, a suf-ficient number of shares of Common Stock to provide for the
exercise  of  this  Warrant.
-Listing.  The Company shall promptly secure the listing of the shares of Common
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Stock  issuable  upon  exercise  of  the  Warrant  upon each national securities
exchange  or  automated  quotation  system,  if any, upon which shares of Common
Stock  are  then listed (subject to official notice of issuance upon exercise of
this  Warrant)  and  shall maintain, so long as any other shares of Common Stock
shall be so listed, such listing of all shares of Common Stock from time to time
issuable  upon  the  exercise  of this Warrant; and the Company shall so list on
each national securities exchange or automated quotation system, as the case may
be, and shall maintain such listing of, any other shares of capital stock of the
Company  issuable upon the exercise of this Warrant if and so long as any shares
of  the  same  class  shall  be  listed  on such national securities exchange or
automated  quotation  system.
-Certain  Actions Prohibited.  The Company will not, by amendment of its charter
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or  through  any  re-organi-zation,  transfer of assets, consolidation, mer-ger,
dissolution,  issue  or sale of securities, or any other voluntary action, avoid
or  seek  to  avoid  the  observance  or  performance  of any of the terms to be
observed  or  performed  by  it  hereunder,  but will at all times in good faith
assist  in  the  carrying  out  of all the provisions of this Warrant and in the
taking  of  all such action as may reasonably be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against  dilu-tion or other impairment, consistent with the tenor and purpose of
this  Warrant.  Without  limiting  the general-ity of the foregoing, the Company
(i)  will  not  increase  the par value of any shares of Common Stock receivable
upon  the  exercise of this Warrant above the Exercise Price then in effect, and
(ii) will take all such actions as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
Common  Stock  upon  the  exercise  of  this  Warrant.
-Successors  and  Assigns.  This  Warrant  will  be  binding  upon  any  entity
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succeeding  to  the  Company  by merger, consolidation, or acquisition of all or
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sub-stantially  all  the  Company's  assets.
 --
-Antidilution  Provisions.  During  the  Exercise Period, the Exercise Price and
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the number of Warrant Shares shall be subject to adjustment from time to time as
 -
provided  in  this  Paragraph  4.
     In  the  event that any adjustment of the Exercise Price as required herein
results  in a fraction of a cent, such Exercise Price shall be rounded up to the
nearest  cent.
-Adjustment  of  Exercise  Price  and  Number  of Shares upon Issuance of Common
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Stock.  Except  as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and
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whenever on or after the date of issuance of this Warrant, the Company issues or
sells,  or  in accordance with Paragraph 4(b) hereof is deemed to have issued or
sold, any shares of Common Stock for no consideration or for a consideration per
share  (before  deduction  of reasonable expenses or commissions or underwriting
discounts  or allowances in connection therewith) less than the Market Price (as
hereinafter  defined)  on  the  date  of  issuance (a "Dilutive Issuance"), then
immediately  upon the Dilutive Issuance, the Exercise Price will be reduced to a
price  determined  by multiplying the Exercise Price in effect immediately prior
to  the Dilutive Issuance by a fraction, (i) the numerator of which is an amount
equal  to  the  sum  of  (x)  the  number  of  shares  of  Common Stock actually
outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of
the  aggregate  consideration, calculated as set forth in Paragraph 4(b) hereof,
received  by the Company upon such Dilutive Issuance divided by the Market Price
in  effect  immediately prior to the Dilutive Issuance, and (ii) the denominator
of  which  is  the total number of shares of Common Stock Deemed Outstanding (as
defined  below)  immediately  after  the  Dilutive  Issuance.
-Effect  on  Exercise  Price of Certain Events.  For purposes of determining the
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adjusted  Exercise  Price  under  Paragraph  4(a)  hereof, the following will be
 -
applicable:
 -
-ISSUANCE  OF  RIGHTS OR OPTIONS.  If the Company in any manner issues or grants
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any  warrants,  rights  or  options,  whether or not immediately exercisable, to
subscribe  for  or to purchase Common Stock or other securities convertible into
or  exchangeable  for  Common  Stock  ("Convertible Securities") (such warrants,
rights  and  options  to  purchase  Common  Stock  or Convertible Securities are
hereinafter  referred  to as "Options") and the price per share for which Common
Stock  is  issuable  upon  the  exercise of such Options is less than the Market
Price  on  the date of issuance or grant of such Options, then the maximum total
number  of shares of Common Stock issuable upon the exercise of all such Options
will,  as  of the date of the issuance or grant of such Options, be deemed to be
outstanding  and  to have been issued and sold by the Company for such price per
share.  For  purposes  of the preceding sentence, the "price per share for which
Common  Stock  is  issuable  upon the exercise of such Options" is determined by
dividing  (i) the total amount, if any, received or receivable by the Company as
consideration for the issuance or granting of all such Options, plus the minimum
aggregate  amount  of  additional  consideration, if any, payable to the Company
upon  the  exercise  of  all  such  Options,  plus,  in  the case of Convertible
Securities  issuable  upon  the  exercise of such Options, the minimum aggregate
amount  of  additional  consideration  payable  upon  the conversion or exchange
thereof  at  the  time  such  Convertible Securities first become convertible or
exchangeable,  by  (ii)  the  maximum  total  number  of  shares of Common Stock
issuable  upon  the  exercise  of  all such Options (assuming full conversion of
Convertible  Securities,  if applicable).  No further adjustment to the Exercise
Price  will  be  made  upon  the  actual  issuance of such Common Stock upon the
exercise  of  such  Options  or  upon  the conversion or exchange of Convertible
Securities  issuable  upon  exercise  of  such  Options.
ISSUANCE  OF  CONVERTIBLE  SECURITIES.  If  the  Company in any manner issues or
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sells  any Convertible Securities, whether or not immediately convertible (other
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than where the same are issuable upon the exercise of Options) and the price per
share  for  which  Common  Stock is issuable upon such conversion or exchange is
less  than  the  Market  Price  on  the date of issuance, then the maximum total
number of shares of Common Stock issuable upon the conversion or exchange of all
such  Convertible  Securities  will,  as  of  the  date  of the issuance of such
Convertible  Securities, be deemed to be outstanding and to have been issued and
sold by the Company for such price per share.  For the purposes of the preceding
sentence,  the  "price  per  share  for which Common Stock is issuable upon such
conversion  or exchange" is determined by dividing (i) the total amount, if any,
received  or receivable by the Company as consideration for the issuance or sale
of  all  such  Convertible  Securities,  plus  the  minimum  aggregate amount of
additional  consideration, if any, payable to the Company upon the conversion or
exchange  thereof  at  the  time  such  Convertible  Securities  first  become
convertible  or  exchangeable,  by  (ii)  the  maximum total number of shares of
Common  Stock  issuable  upon the conversion or exchange of all such Convertible
Securities.  No  further  adjustment to the Exercise Price will be made upon the
actual  issuance  of  such  Common  Stock  upon  conversion  or exchange of such
Convertible  Securities.
CHANGE  IN OPTION PRICE OR CONVERSION RATE.  If there is a change at any time in
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(i)  the  amount  of  additional  consideration  payable to the Company upon the
exercise  of  any  Options; (ii) the amount of additional consideration, if any,
payable  to  the  Company  upon  the  conversion  or exchange of any Convertible
Securities;  or  (iii)  the  rate  at  which  any  Convertible  Securities  are
convertible into or exchangeable for Common Stock (other than under or by reason
of  provisions  designed  to  protect  against  dilution), the Exercise Price in
effect at the time of such change will be readjusted to the Exercise Price which
would  have  been  in  effect  at  such  time  had  such  Options or Convertible
Securities  still outstanding provided for such changed additional consideration
or  changed  conversion rate, as the case may be, at the time initially granted,
issued  or  sold.
TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED CONVERTIBLE SECURITIES.  If, in any
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case,  the  total number of shares of Common Stock issuable upon exercise of any
Option  or  upon conversion or exchange of any Convertible Securities is not, in
fact,  issued  and  the rights to exercise such Option or to convert or exchange
such Convertible Securities shall have expired or terminated, the Exercise Price
then in effect will be readjusted to the Exercise Price which would have been in
effect  at  the  time  of  such  expiration  or  termination  had such Option or
Convertible  Securities,  to  the  extent  outstanding immediately prior to such
expiration  or termination (other than in respect of the actual number of shares
of  Common Stock issued upon exercise or conversion thereof), never been issued.
CALCULATION  OF  CONSIDERATION  RECEIVED.  If  any  Common  Stock,  Options  or
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Convertible  Securities  are issued, granted or sold for cash, the consideration
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received  therefor  for  purposes of this Warrant will be the amount received by
the  Company  therefor, before deduction of reasonable commissions, underwriting
discounts  or  allowances  or  other reasonable expenses paid or incurred by the
Company  in  connection  with  such issuance, grant or sale.  In case any Common
Stock,  Options or Convertible Securities are issued or sold for a consideration
part  or  all of which shall be other than cash, the amount of the consideration
other  than  cash  received  by  the  Company  will  be  the  fair value of such
consideration,  except where such consideration consists of securities, in which
case  the  amount  of  consideration  received by the Company will be the Market
Price  thereof  as of the date of receipt.  In case any Common Stock, Options or
Convertible  Securities are issued in connection with any acquisition, merger or
consolidation  in  which the Company is the surviving corporation, the amount of
consideration  therefor  will  be deemed to be the fair value of such portion of
the  net assets and business of the non-surviving corporation as is attributable
to  such  Common  Stock,  Options or Convertible Securities, as the case may be.
The  fair  value  of  any  consideration  other  than cash or securities will be
determined  in  good  faith  by  the  Board  of  Directors  of  the  Company.
EXCEPTIONS TO ADJUSTMENT OF EXERCISE PRICE.  No adjustment to the Exercise Price
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will  be  made  (i)  upon  the  exercise of any warrants, options or convertible
securities  granted,  issued  and  outstanding  on  the date of issuance of this
Warrant;  (ii)  upon  the  grant  or  exercise of any stock or options which may
hereafter  be granted or exercised under any employee benefit plan, stock option
plan  or  restricted stock plan of the Company now existing or to be implemented
in the future, so long as the issuance of such stock or options is approved by a
majority  of the independent members of the Board of Directors of the Company or
a  majority  of  the members of a committee of independent directors established
for such purpose; (iii) upon the exercise of the Warrants; (iv) shares of Common
Stock  to  be  issued pursuant to the Convertible Note Purchase Agreement, dated
December 12, 2000, by and among certain investors and the Company, (v) shares of
Common  Stock  to be issued pursuant to the Convertible Note Purchase Agreement,
dated July 26, 2001, by and among certain investors and the Company, (vi) shares
of Common Stock to be issued pursuant to the Convertible Note Purchase Agreement
dated  September 21, 2001, by and among certain investors and the Company, (vii)
shares  of  Common  Stock to be issued pursuant to the Convertible Note Purchase
Agreement,  dated  November  7,  2001,  by  and  among certain investors and the
Company,  (viii)  shares  of Common Stock to be issued pursuant to the Agreement
and Release, dated March 1, 2001, by and among the Company, American Industries,
Inc.  and  various  other  parties thereto and (ix) shares of Common Stock to be
issued pursuant to the Second OEM Amendment, dated October 25, 2000, between the
Company  and  Artifex  Software,  Inc.
Subdivision  or  Combination  of  Common  Stock.  If  the  Company  at  any time
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subdivides  (by  any  stock  split,  stock  dividend,  recapitalization,
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reorganization,  reclassification  or  otherwise)  the  shares  of  Common Stock
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acquirable  hereunder  into  a greater number of shares, then, after the date of
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record  for effecting such subdivision, the Exercise Price in effect immediately
--
prior  to  such  subdivision will be proportionately reduced.  If the Company at
any  time  combines  (by  reverse stock split, recapitalization, reorganization,
reclassification  or  otherwise) the shares of Common Stock acquirable hereunder
into  a  smaller  number of shares, then, after the date of record for effecting
such  combination,  the  Exercise  Price  in  effect  immediately  prior to such
combination  will  be  proportionately  increased.
-Adjustment  in  Number  of  Shares.  Upon each adjustment of the Exercise Price
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pursuant  to  the provisions of this Paragraph 4, the number of shares of Common
 --
Stock  issuable upon exercise of this Warrant shall be adjusted by multiplying a
number  equal  to  the  Exercise  Price  in  effect  immediately  prior  to such
adjustment  by  the  number  of shares of Common Stock issuable upon exercise of
this  Warrant  immediately  prior to such adjustment and dividing the product so
obtained  by  the  adjusted  Exercise  Price.
-Consolidation,  Merger  or  Sale.  In  case of any consolidation of the Company
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with,  or  merger  of  the Company into any other corporation, or in case of any
 --
sale  or  conveyance  of  all  or substantially all of the assets of the Company
 --
other  than  in  connection  with a plan of complete liquidation of the Company,
 --
then  as  a  condition  of  such  consolidation,  merger  or sale or conveyance,
 --
adequate provision will be made whereby the holder of this Warrant will have the
 --
right to acquire and receive upon exercise of this Warrant in lieu of the shares
of  Common  Stock  immediately  theretofore acquirable upon the exercise of this
Warrant,  such shares of stock, securities or assets as may be issued or payable
with  respect  to  or  in  exchange  for  the  number  of shares of Common Stock
immediately  theretofore acquirable and receivable upon exercise of this Warrant
had  such  consolidation,  merger or sale or conveyance not taken place.  In any
such  case,  the  Company  will  make  appropriate  provision to insure that the
provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as
may  be  in relation to any shares of stock or securities thereafter deliverable
upon  the  exercise  of  this  Warrant.  The  Company  will  not  effect  any
consolidation,  merger  or  sale  or conveyance unless prior to the consummation
thereof,  the  successor  corporation  (if  other  than  the Company) assumes by
written instrument the obligations under this Paragraph 4 and the obligations to
deliver to the holder of this Warrant such shares of stock, securities or assets
as,  in  accordance with the foregoing provisions, the holder may be entitled to
acquire.
-Distribution  of  Assets.  In  case  the  Company  shall  declare  or  make any
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distribution  of  its  assets  (including  cash) to holders of Common Stock as a
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partial  liquidating  dividend,  by way of return of capital or otherwise, then,
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after  the  date  of  record  for  determining  stockholders  entitled  to  such
 -
distribution,  but prior to the date of distribution, the holder of this Warrant
 -
shall  be  entitled upon exercise of this Warrant for the purchase of any or all
of  the  shares  of  Common  Stock subject hereto, to receive the amount of such
assets  which  would  have  been  payable to the holder had such holder been the
holder  of  such shares of Common Stock on the record date for the determination
of  stockholders  entitled  to  such  distribution.
-Notice  of  Adjustment.  Upon  the  occurrence  of any event which requires any
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adjustment of the Exercise Price, then, and in each such case, the Company shall
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give  notice thereof to the holder of this Warrant, which notice shall state the
Exercise  Price  resulting  from such adjustment and the increase or decrease in
the  number  of  Warrant Shares purchasable at such price upon exercise, setting
forth  in  reasonable  detail the method of calculation and the facts upon which
such  calculation  is  based.  Such  calculation shall be certified by the Chief
Financial  Officer  of  the  Company.
-Minimum  Adjustment  of  Exercise  Price.  No  adjustment of the Exercise Price
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shall  be  made  in an amount of less than 1% of the Exercise Price in effect at
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the  time  such adjustment is otherwise required to be made, but any such lesser
 -
adjustment  shall  be carried forward and shall be made at the time and together
with  the  next  subsequent  adjustment  which, together with any adjustments so
carried  forward,  shall  amount  to  not  less  than 1% of such Exercise Price.
-No  Fractional  Shares.  No  fractional shares of Common Stock are to be issued
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upon  the  exercise of this Warrant, but the Company shall pay a cash adjustment
 -
in  respect  of  any  fractional  share  which would otherwise be issuable in an
amount equal to the same fraction of the Market Price of a share of Common Stock
on  the  date  of  such  exercise.
-Other  Notices.  In  case  at  any  time:
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the  Company  shall declare any dividend upon the Common Stock payable in shares
of  stock  of  any  class or make any other distribution (including dividends or
distributions  payable  in  cash out of retained earnings) to the holders of the
Common  Stock;
the  Company  shall offer for subscription pro rata to the holders of the Common
Stock  any  additional  shares  of  stock  of  any  class  or  other  rights;
there  shall  be any capital reorganiza-tion of the Company, or reclassification
of  the Common Stock, or consolidation or merger of the Company with or into, or
sale  of all or substan-tially all its assets to, another corporation or entity;
or
there  shall  be a voluntary or involun-tary dissolution, liquidation or winding
up  of  the  Company;
then,  in  each  such case, the Company shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall  be  taken for determining the holders of Common Stock entitled to receive
any  such divi-dend, distribution, or subscription rights or for determining the
holders  of Common Stock entitled to vote in respect of any such reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up  and  (b)  in  the case of any such reorganization, reclassification,
consolidation,  merger,  sale, dissolution, liquidation or winding-up, notice of
the  date  (or,  if  not  then  known, a reasonable approximation thereof by the
Company)  when  the  same  shall take place.  Such notice shall also specify the
date  on  which  the  holders  of Common Stock shall be entitled to receive such
dividend, distribution, or subscription rights or to exchange their Common Stock
for  stock or other securities or property deliverable upon such reorganization,
re-classification,  consolidation,  merger,  sale, dissolution, liqui-dation, or
winding-up,  as  the  case  may be.  Such notice shall be given at least 30 days
prior  to the record date or the date on which the Company's books are closed in
respect  thereto.  Failure  to  give any such notice or any defect therein shall
not  affect  the  validity  of the proceedings referred to in clauses (i), (ii),
(iii)  and  (iv)  above.
Certain  Events.  If any event occurs of the type contemplated by the adjustment
---------------
provisions  of  this  Paragraph  4  but  not  expressly  provided  for  by  such
provisions,  the Company will give notice of such event as provided in Paragraph
4(g)  hereof,  and  the  Company's  Board  of Directors will make an appropriate
adjustment  in  the  Exercise  Price  and  the  number of shares of Common Stock
acquirable  upon exercise of this Warrant so that the rights of the holder shall
be  neither  enhanced  nor  diminished  by  such  event.
Certain  Definitions.
--------------------
"COMMON  STOCK  DEEMED  OUTSTANDING"  shall  mean the number of shares of Common
 ----------------------------------
Stock  actually  outstanding  (not  including shares of Common Stock held in the
 ---
treasury  of  the  Company),  plus (x) pursuant to Paragraph 4(b)(i) hereof, the
 --
maximum  total  number  of  shares of Common Stock issuable upon the exercise of
 --
Options,  as  of the date of such issuance or grant of such Options, if any, and
 --
(y) pursuant to Paragraph 4(b)(ii) hereof, the maximum total number of shares of
Common  Stock issuable upon conversion or exchange of Convertible Securities, as
of  the  date  of  issuance  of  such  Convertible  Securities,  if  any.
"MARKET  PRICE," as of any date, (i) means the average of the last reported sale
 -------------
prices  for  the  shares  of Common Stock on the Over-the-Counter Bulletin Board
(the  "OTC BB") for the five (5) Trading Days immediately preceding such date as
reported by Bloomberg, or (ii) if the OTC BB is not the principal trading market
for  the shares of Common Stock, the average of the last reported sale prices on
the  principal  trading  market  for  the Common Stock during the same period as
reported  by Bloomberg, or (iii) if market value cannot be calculated as of such
date  on  any  of the foregoing bases, the Market Price shall be the fair market
value  as  reasonably  determined in good faith by (a) the Board of Directors of
the  Company  or,  at the option of a majority-in-interest of the holders of the
outstanding  Warrants  by  (b)  an  independent  investment  bank  of nationally
recognized  standing  in  the valuation of businesses similar to the business of
the  corporation. The manner of determining the Market Price of the Common Stock
set  forth  in  the  foregoing  definition shall apply with respect to any other
security  in  respect  of  which a determination as to market value must be made
hereunder.
"COMMON STOCK," for purposes of this Paragraph 4, includes the Common Stock, par
 ------------
value  $0.005 per share, and any additional class of stock of the Company having
no preference as to dividends or distributions on liquidation, provided that the
shares  purchasable pursuant to this Warrant shall include only shares of Common
Stock,  par  value  $0.005  per  share,  in  respect  of  which  this Warrant is
exercisable,  or  shares  resulting  from any subdivision or combination of such
Common  Stock,  or  in  the  case  of  any  reorganization,  reclassification,
consolidation,  merger,  or  sale of the character referred to in Paragraph 4(e)
hereof,  the  stock  or  other  securities  or  property  provided  for  in such
Paragraph.
-Issue  Tax.  The  issuance of certificates for Warrant Shares upon the exercise
 ----------
of  this  Warrant  shall be made without charge to the holder of this Warrant or
such  shares  for  any  issuance tax or other costs in respect thereof, provided
that  the  Company  shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of any certificate
in  a  name  other  than  the  holder  of  this  Warrant.
-No  Rights or Liabilities as a Shareholder.  This Warrant shall not entitle the
 ------------------------------------------
holder  hereof  to  any  voting  rights  or other rights as a shareholder of the
Company.  No  provision of this Warrant, in the absence of affirmative action by
the  holder hereof to purchase Warrant Shares, and no mere enumeration herein of
the  rights or privileges of the holder hereof, shall give rise to any liability
of  such  holder  for  the  Exercise  Price  or as a shareholder of the Company,
whether  such  liability  is  asserted  by  the  Company  or by creditors of the
Company.
-Transfer,  Exchange,  and  Replacement  of  Warrant.
 ---------------------------------------------------
-Restriction  on  Transfer.  This  Warrant  and the rights granted to the holder
 -------------------------
hereof  are  transferable  to  any affiliate of the holder, in whole or in part,
 --
upon  surrender of this Warrant, together with a properly executed assignment in
 --
the  form attached hereto, at the office or agency of the Company referred to in
Paragraph  7(e) below, pro-vided, however, that any transfer or assignment shall
be  subject  to  the  conditions  set  forth in Paragraph 7(f) hereof and to the
applicable  provisions  of  the  Securities  Purchase  Agreement.  Until  due
presentment  for  registration  of  transfer  on  the  books of the Company, the
Company  may  treat  the registered holder hereof as the owner and holder hereof
for  all  purposes,  and  the Company shall not be affected by any notice to the
con-trary.  Notwithstanding  anything  to  the  contrary  contained  herein, the
registration  rights  described in Paragraph 8 are assignable only in accordance
with  the  provisions of that certain Registration Rights Agreement, dated as of
January  22,  2002,  by  and among the Company and the other signatories thereto
(the  "Registration  Rights  Agreement").
-Warrant  Exchangeable  for  Different  Denomina-tions.  This  Warrant  is
 -----------------------------------------------------
exchange-able,  upon  the surrender hereof by the holder hereof at the office or
 ----------
agency  of  the Company referred to in Paragraph 7(e) below, for new Warrants of
like  tenor  representing  in  the aggregate the right to purchase the number of
shares  of  Common  Stock  which  may  be  purchased hereunder, each of such new
Warrants  to  represent  the right to purchase such number of shares as shall be
designated  by  the  holder  hereof  at  the  time  of  such  surrender.
-Replacement  of  Warrant.  Upon receipt of evi-dence reasonably satisfactory to
 ------------------------
the  Company of the loss, theft, destruction, or mutilation of this Warrant and,
in  the  case  of  any  such  loss,  theft, or destruc-tion, upon delivery of an
indemnity  agreement reason-ably satisfactory in form and amount to the Company,
or,  in the case of any such mutilation, upon surrender and cancellation of this
Warrant, the Company, at its expense, will execute and deliver, in lieu thereof,
a  new  Warrant  of  like  tenor.
-Cancellation;  Payment  of  Expenses.  Upon  the  surrender  of this Warrant in
 ------------------------------------
connection  with  any  trans-fer,  exchange,  or replacement as provided in this
 ----
Paragraph  7,  this  Warrant  shall  be  promptly  canceled by the Company.  The
 ---
Company shall pay all taxes (other than securities transfer taxes) and all other
 ---
expenses  (other  than  legal  expenses,  if  any,  incurred  by  the  holder or
transferees)  and charges payable in connection with the preparation, execution,
and  delivery  of  Warrants  pursuant  to  this  Paragraph  7.
-Register.  The  Company  shall maintain, at its principal executive offices (or
 --------
such  other office or agency of the Company as it may designate by notice to the
holder  hereof),  a register for this Warrant, in which the Company shall record
the  name  and address of the person in whose name this Warrant has been issued,
as  well  as  the  name  and address of each permitted transferee and each prior
owner  of  this  Warrant.
-Exercise or Transfer Without Registration.  If, at the time of the surrender of
 -----------------------------------------
this  Warrant  in  connection  with  any exercise, transfer, or exchange of this
Warrant,  this  Warrant  (or,  in  the  case of any exercise, the Warrant Shares
issuable  hereunder),  shall not be registered under the Securities Act of 1933,
as  amended (the "Securities Act") and under applicable state securities or blue
sky  laws,  the  Company  may require, as a condition of allowing such exercise,
transfer, or exchange, (i) that the holder or transferee of this Warrant, as the
case  may be, furnish to the Company a written opinion of counsel, which opinion
and  counsel  are  acceptable  to the Company, to the effect that such exercise,
transfer,  or exchange may be made without registration under said Act and under
applicable state securities or blue sky laws, (ii) that the holder or transferee
execute  and  deliver  to the Company an investment letter in form and substance
acceptable  to  the  Company  and  (iii)  that  the transferee be an "accredited
investor"  as  defined  in  Rule  501(a)  promulgated  under the Securities Act;
provided  that  no  such  opinion,  letter or status as an "accredited investor"
shall  be  required in connection with a transfer pursuant to Rule 144 under the
Securities  Act.  The  first  holder  of this Warrant, by taking and holding the
same,  represents  to the Company that such holder is acquiring this Warrant for
investment  and  not  with  a  view  to  the  distribution  thereof.
-Registration Rights.  The initial holder of this Warrant (and certain assignees
 -------------------
thereof)  is  entitled  to the benefit of such registration rights in respect of
the  Warrant  Shares  as  are  set forth in Section 2 of the Registration Rights
Agreement.
-Notices.  All  notices,  requests,  and  other  com-munications  required  or
 -------
permitted to be given or delivered hereunder to the holder of this Warrant shall
 -------
be  in writing, and shall be personally delivered, or shall be sent by certified
or  registered mail or by recognized overnight mail courier, postage prepaid and
addressed,  to  such holder at the address shown for such holder on the books of
the  Company,  or  at  such  other  address  as shall have been furnished to the
Company  by  notice  from  such  holder.  All  notices,  requests,  and  other
communications  required  or permitted to be given or delivered hereunder to the
Company  shall  be  in writing, and shall be per-sonal-ly delivered, or shall be
sent  by  certified  or registered mail or by recognized overnight mail courier,
postage  prepaid and addressed, to the office of the Company at 15175 Innovation
Drive,  San  Diego,  California  92128, Attention: President and Chief Executive
Officer,  or at such other address as shall have been furnished to the holder of
this  Warrant  by  notice  from the Company.  Any such notice, request, or other
communication  may  be sent by facsimile, but shall in such case be subsequently
confirmed  by  a writing personally delivered or sent by certified or registered
mail  or  by  recognized overnight mail courier as provided above.  All notices,
requests,  and other communications shall be deemed to have been given either at
the  time  of the receipt thereof by the person entitled to re-ceive such notice
at the address of such person for purposes of this Paragraph 9, or, if mailed by
registered  or  certified  mail or with a recognized overnight mail courier upon
deposit  with  the  United States Post Office or such overnight mail courier, if
postage  is  prepaid  and the mailing is properly addressed, as the case may be.
-Governing  Law.  THIS  WARRANT  SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN
 --------------
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
 -
AND  TO  BE PERFORMED ENTIRELY WITH SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES
OF  CONFLICT  OF  LAWS.  THE  PARTIES  HERETO  HEREBY  SUBMIT  TO  THE EXCLUSIVE
JURISDICTION  OF  THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK
WITH  RESPECT  TO ANY DISPUTE ARISING UNDER THIS WARRANT, 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  WARRANT  SHALL  BE  RESPONSIBLE  FOR  ALL  FEES  AND  EXPENSES,  INCLUDING
ATTORNEYS'  FEES,  INCURRED  BY  THE  PREVAILING  PARTY  IN CONNECTION WITH SUCH
DISPUTE.
-Miscellaneous.
 -------------
-Amendments.  This  Warrant  and  any provision hereof may only be amended by an
 ----------
instrument  in  writing  signed  by  the  Company  and  the  holder  hereof.
 -
-Descriptive  Headings.  The  descriptive  headings of the several paragraphs of
 ---------------------
this  Warrant are in-serted for purposes of reference only, and shall not affect
 -
the  meaning  or  construction  of  any  of  the  provisions  hereof.
-Cashless  Exercise.  Notwithstanding anything to the contrary contained in this
 ------------------
Warrant,  on  or after ninety (90) days following the date on which this Warrant
is  issued,  if  the  resale  of  the  Warrant  Shares by the holder is not then
registered  pursuant to an effective registration statement under the Securities
Act, this Warrant may be exercised by presentation and surrender of this Warrant
to  the  Company at its principal executive offices with a written notice of the
holder's intention to effect a cashless exercise, including a calculation of the
number  of  shares of Common Stock to be issued upon such exercise in accordance
with  the  terms  hereof  (a  "Cashless  Exercise").  In the event of a Cashless
Exercise,  in  lieu  of  paying  the  Exercise  Price  in cash, the holder shall
surrender  this  Warrant for that number of shares of Common Stock determined by
multiplying the number of Warrant Shares to which it would otherwise be entitled
by  a  fraction, the numerator of which shall be the difference between the then
current  Market  Price per share of the Common Stock and the Exercise Price, and
the  denominator  of  which  shall be the then current Market Price per share of
Common  Stock.  For example, if the holder is exercising 100,000 Warrants with a
per  Warrant  exercise price of $0.75 per share through a cashless exercise when
the  Common Stock's current Market Price per share is $2.00 per share, then upon
such  Cashless  Exercise  the holder will receive 62,500 shares of Common Stock.
Remedies.  The  Company  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  Company
acknowledges  that  the remedy at law for a breach of its obligations under this
Warrant  will  be  inadequate and agrees, in the event of a breach or threatened
breach  by  the Company of the provisions of this Warrant, that the holder shall
be  entitled,  in  addition to all other available remedies at law or in equity,
and  in  addition  to  the  remedies  set  forth  herein,  to  an  injunction or
injunctions  restraining, preventing or curing any breach of this Warrant 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.
          IN  WITNESS  WHEREOF, the Company has caused this Warrant to be signed
by  its  duly  authorized  officer.

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

Dated  as  of  January  22,  2002


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