IMAGING TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                  EXHIBIT 10(A)

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

         THIS  AGREEMENT  TO  ACQUIRE  SHARES  (hereafter  referred  to  as  the
"Agreement")  is made and entered  into on  December  11,  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 Quik Pix Inc., (hereafter referred to as "QPI.") a
Nevada company,  with principal offices located at 7050 Village Drive,  Suite F,
California  90621 and  concerns  ITEC  assuming  QPI's  current  liabilities  in
exchange for a certain number of QPI's common stock.

RECITALS

         WHEREAS,  QPI is engaged in the  business  of offering  services  which
allow a client to produce color visuals  (digital and  photographic),  including
using  a  full  range  of its  patented  photomotion  (tm)  technology  and  its
commercial applications; and

         WHEREAS, QPI is seeking additional channels to get its service in front
of potential clients; and

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

         WHEREAS, ITEC desire to expand its product line; and

         WHEREAS,  ITEC and QPI 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,  directly  or through  one of its  subsidiaries,  affiliates,
assignees  or  successors,  will  assume the  current  liabilities  of QPI as of
December  1,  2000.   These   liabilities  are  estimated  to  be  approximately
$1,300,000,  exclusive of the  convertible  debentures  referred to in Paragraph
1.3, below.

         1.2 QPI will issue to ITEC,  37,500,000 shares of restricted QPI common
stock.,  which  ITEC  agrees  not  to  further  transfer  or  convey  until  the
requirements  of  Paragraphs  1.1 and 1.3,  herein,  have  been met or waived in
writing.

         1.3 In a separate transaction, the convertible debenture holders of QPI
will cancel such debentures and all related accrued  interest in exchange for an
aggregate total of 500,000 shares of restricted common stock of ITEC.

         1.4 ITEC and QPI 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)  December  8, 2000 or (ii) such other date as the
parties may agree (the  "Closing  Date").  The Closing  shall be effective as of
December 1, 2000 (the "Effective  Date"). For accounting  purposes,  the Closing
shall be deemed  consummated as of 12:01 a.m. 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:

         (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)      such other  instruments  or  documents  as may be necessary or
                  appropriate to carry out

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                  the transactions contemplated hereby.

         2.3      At the Closing, QPI shall deliver the following:

         (a)      an Officer's  Certificate as to (i) the accuracy at Closing of
                  all of QPI's  representations and warranties as if made at and
                  as of the Closing Date, ( ii) the  fulfillment of all of QPI'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 QPI;

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

         (c)      an assignment,  in a form  acceptable to ITEC, from John Capie
                  to QPI of United States Patent Number 5,782,026; and

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

REPRESENTATIONS AND WARRANTIES REGARDING QPI

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

         3.1 QPI has all of the 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  hereby and to carry out the
transactions  contemplated hereby and thereby.  All actions required to be taken
by QPI to authorize the  execution,  delivery and  performance of this Agreement
and all  agreements  and  transactions  contemplated  hereby  have been duly and
properly taken.

         3.2 This Agreement and the other  agreements and other  documents to be
delivered at the Closing by QPI have been duly executed and delivered by QPI and
constitute  valid and binding  obligations of QPI 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 QPI,  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 QPI,
(ii) any contract,  agreement or other  instrument to which QPI is a party or by
which  QPI is  bound,  (iii)  any  order,  decree  or  judgment  of any court or
governmental  agency  binding  upon  QPI,  or (iv) any law,  rule or  regulation
applicable to QPI.

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

             (b) No more than  10,300,000  shares of common stock of QPI,  other
than the 37,500,000 QPI Shares to be issued hereunder,  are currently issued and
outstanding or have been granted or sold by QPI. Except as set forth on Schedule
3.3(b) all of the QPI 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 QPI shares.  The QPI 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 QPI is a party or binding upon QPI for the sale or transfer
by QPI of any interest in QPI.

         3.4 Other  than  approval  by a majority  of the  holders of the common
shares of QPI, 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  QPI  at and as of
September  31, 2000 (i) are  attached  hereto as Schedule  3.5(a);  and (ii) are
accurate and complete.

             (b) QPI 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
QPI are complete and correct and are maintained in accordance with good business
practices.

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         3.7 Since  October 1, 2000,  QPI has operated its business  only in the
ordinary course,  consistent with past practices,  and there has not been any of
the following in connection with QPI:

         (a)      any  material  adverse  change  in  the  financial  condition,
                  assets, liabilities,  personnel, prospects or business affairs
                  of  QPI  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 QPI other
                  than in the ordinary course of business;

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

         (e)      any incurrence of debt other than trade payables or short-term
                  loans from ITEC incurred in the ordinary course of business;

         (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 QPI;

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

         (i)      any sale, transfer or disposal by or for QPI or purchase by or
                  for QPI of any  properties  or assets,  except in the ordinary
                  course consistent with past practices; or

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

         3.8  Except  as  described  on  Schedule  3.11,  QPI owns or  otherwise
controls the contracts, assets, leases, accounts receivable, trademarks, patents
and other  intellectual  property,  all  client  lists,  records  and  marketing
materials,  including  copyrights  related  thereto,  the equipment  used in the
conduct of its business.  Except as described on Schedule 3.11, QPI 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.

         3.9      QPI does not own any real property.

         3.10 Except as  described on Schedule  3.10,  QPI does not lease any of
the personal property that is used in the Business.  Schedule 3.10 sets forth an
accurate, correct and complete list of all office furnishings and other personal
property leased by QPI.

         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
QPI  (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 QPI and no other  person  or
entity has any claim thereto or rights therein.

         3.12  Except  as set  forth in  Schedule  3.12,  QPI 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 QPI is not  engaged  in,  or a party  to,  or to the best of QPI's
knowledge,  threatened with, any suit, action,  proceeding,  or investigation or
legal, administrative,  arbitration or other method of settling disputes, and no
officer  of QPIB  knows,  anticipates  or has  notice  of any basis for any such
action.  QPI 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  QPI's
employment notices or policies or compliance with environmental regulations.

         3.14  QPI 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.

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         3.15 Within two (2) days following Closing, QPI shall have delivered an
accounts  receivable aging schedule,  which shall be attached hereto as Schedule
3.15. Except as set forth on Schedule 3.15, no accounts or notes receivable from
any entity are in excess of ninety (90) days outstanding.

         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
QPI's  knowledge,  there is no  information  necessary  to enable a  prospective
purchaser of QPI or its common stock to make an informed  decision  with respect
to the  purchase  of QPI 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 QPI 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,
(ii) any contract, agreement or other instrument to which ITEC is a party, (iii)
any order or judgment of any court or governmental  agency or (iv) any law, rule
or regulation applicable to ITEC.

         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 The ITEC Shares to be issued  pursuant to this  Agreement have been
duly  authorized by all necessary  corporate  action of ITEC and when  delivered
hereunder will be validly issued, fully paid and nonassessable.  The ITEC 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,  ITEC is not 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) 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 ITEC  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
notices or policies or compliance with  environmental  regulations,  which would
have a material  adverse  effect on ITEC.  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.  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.

         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

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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

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

         5.1 QPI and ITEC agree to use their commercially  reasonable efforts to
satisfy the Closing  conditions set forth herein by December 8, 2000, or earlier
if possible.

         5.2 From the date of this Agreement until Closing Date, QPI 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 QPI;
                  and

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

         5.3 From the date of this  Agreement  until the Closing Date,  QPI 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 QPI 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 or permit any such lien to exist;

         (d) sell,  pledge or  encumber,  or enter  into any  contract  to sell,
pledge or encumber, any interest in the Assets;

         (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 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 QPI 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; or

         (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.

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         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 QPI, 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

         (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 QPI contained herein shall be
accurate in all  respects as if made on and as of the  Closing  Date.  QPI 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 QPI.

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

         6.4 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  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 QPI.

         6.6 QPI shall have  delivered  to ITEC an  assignment  to QPI from John
Capie of United States Patent Number 5,782,026.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS

         Each and all of the  obligations of QPI 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 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

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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 QPI, and QPI 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 QPI 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) QPI 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 QPI  set  forth  in  this  Agreement,  or any  other
misrepresentation,  breach of  warranty  or failure  to  fulfill a  covenant  or
agreement by QPI 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 QPI and its
representatives,  officers, members, managers, directors, affiliates, successors
and  assigns,  from and  against  any and all claims  related  to,  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

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<PAGE>

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 Inc.:           Imaging Technologies, Inc.

                           15175 Innovation Drive

                           San Diego, CA 92128

                           Attention:  General Counsel

If to QPI, Inc.:           Quik Pix, Inc.

                           7050 Village Drive, Suite F

                           Buena Park, CA 90621

                           Attention: Mr. John Capezzuto

IMAGING TECHNOLOGIES CORPORATION


by:      _______________________________


its      _______________________________


QUIK PIX, INC.


by:      ______________________________



Its:     ____________________________________


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