EXHIBIT 10(AP)

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

THIS  AGREEMENT  TO ACQUIRE SHARES (hereafter referred to as the "Agreement") is
made  and  entered  into  as  of  April  1,  2003  August  by  and among Imaging
Technologies  Corporation  (hereafter  referred  to  as  "ITEC"),  a  Delaware
corporation,  with  principle  executive offices located at 17075 Via Del Campo,
San  Diego, California 92127; The Christianson Group, Inc. (hereinafter referred
to  as  "CG")  a  California corporation, and Norv Allen, Rod Platte and William
Temple  as  principals/shareholders  of CG (hereinafter collectively referred to
as  the  "Shareholders")  with  principle offices located at 9449 Balboa Avenue,
Suite  211,  San  Diego,  California  92123.  The  CG  and  Shareholders will be
referred  to  collectively,  as  the  "Sellers"  ).

                                    RECITALS

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

     WHEREAS,  Shareholders  own all the issued and outstanding shares of common
and/or  preferred  stock  of CG  and ITEC wishes to purchase the Capital Stock ;
and

     WHEREAS,  Sellers  wish  to  sell  the  Capital  Stock  to  ITEC;

     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:

1.     CONSIDERATION

1.1     At  the  Closing,  the Shareholders will issue to ITEC the Capital Stock
which  will  carry  a legend indicating that it has not been registered with the
Securities  and  Exchange  Commission  (SEC).
At  the Closing, ITEC will  issue to (i) Shareholders, each $1.00 and other good
and  valuable  consideration

2.     CLOSING

2.1     The  Closing  shall occur at the offices of ITEC no later than August 1,
2003.

2.2     ITEC  shall  deliver  the  following  at  the  Closing:

2.2.1     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;  and

2.2.2     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

2.2.3      share certificates, representing restricted shares of common stock to
the Shareholders as described above; option agreements,  representing options to
acquire  shares  of  common stock of ITEC to Shareholders as described above and
warrant  agreement,  representing warrants to purchase shares of common stock of
ITEC  to  Leslie  Allen  as  described  above;  and

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

2.3     At  the  Closing,  Sellers  shall  deliver  the  following:

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

2.3.2     certified  copies  of  resolutions  adopted  by  CG Board of Directors
approving  the  execution,  delivery  and  performance  of  this  Agreement  and
approving  all  of  the  transactions  contemplated  by  this  Agreement;

2.3.3     certified  copies of resolutions approved by CG stockholders approving
ths  Agreement;  ;

2.3.4     share certificates representing a sufficient number of shares of CG/SW
common  stock  to provide ITEC with 100% ownership of the issued and outstanding
common  and/or  preferred  stock  of  CG  duly  issued  in  the  name  of  ITEC;

2.3.5     the  resignation  of  the  current  officers  and  directors  of CG as
requested  by  ITEC,  effective  at  the  Closing;  and

2.3.6     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 CG Pre-Closing
Actions.

3.         REPRESENTATIONS  AND  WARRANTIES  OF  SELLERS

Sellers  represent and warrant to ITEC as of the execution of this Agreement and
as  of  the  date  of  the  Closing  as  follows:

3.1     Sellers have all of the requisite right, power and authority, subject to
obtaining the approval of  Shareholders, 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 Sellers 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  Section  6  hereof
("Conditions  Precedent  to  Obligations  of  ITEC")  to  be  taken  by  Sellers
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 Sellers have been duly executed and delivered by
Sellers  and  constitute valid and binding obligations of Sellers 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 CG, 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 CG, (ii) any contract, agreement or other instrument to which Sellers
are  a  party or by which Sellers are bound, (iii) any order, decree or judgment
of  any court or governmental agency binding upon Sellers, or (iv) any law, rule
or  regulation  applicable  to  Sellers.

3.3.

3.3.1     CG  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  CG.  CG  maintains  its primary office in the State of
California.

3.3.2     Except  as  set  forth  on Schedule 3.3 all of the CG 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 CG shares. The CG
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 CG is a party or binding upon CG for
the sale or transfer by CG of any interest in CG except as described on Schedule
3.3.

3.4     Other  than  approval  by  a  Shareholders  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

3.5.1     The  unaudited financial statements for CG at and as of March 31,2003,
("CG  Financial  Statements")  (i) are attached hereto as Schedule 3.5; and (ii)
are  accurate  and  complete.

3.5.2     CG  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 in the CG Financial Statements and/or on
Schedule  3.5.

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

3.7     Since January 1, 2003, CG has operated its business only in the ordinary
course, and there has not been any of the following in connection with CG except
as  disclosed  in  the  CG  Financial  Statements, Schedule 3.5  or as set forth
below:

3.7.1     any  material  adverse  change  in  the  financial  condition, assets,
liabilities, personnel, prospects or business affairs of CG 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;

3.7.2     any  declaration  or  payment  of  any dividend or other distribution;

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

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

3.7.5     any  incurrence  of  debt;

3.7.6     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);

3.7.7     any  incurrence of any security interest, lien, charge, encumbrance or
claim  on,  or  any  damage  or  loss  to,  any  of  the  assets  of  CG;

3.7.8     any  change  in  the method of operation or practices of CG, including
any  change  in  the  accounting,  billing  or  invoicing  procedures  of  CG;

3.7.9     any  sale,  transfer or disposal by or for CG or purchase by or for CG
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;  or

3.7.10     any  agreement,  commitment  or  understanding by CG to do any of the
foregoing.

3.8     CG  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 CG 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     CG  does  not  own  any  real  property.

3.10     Except  as  described  on Schedule 3.10, CG 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  CG.

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

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

3.14     CG  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     CG  has  no  accounts  or  notes receivable with the exception of those
described in Schedule 3.15, for which no defenses to payment have been asserted,
nor does CG have reason to believe that such receivables 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
Seller's  knowledge,  there  is no information necessary to enable a prospective
purchaser of CG or its common stock to make an informed decision with respect to
the purchase of CG 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.

3.17     with  respect  to  the shares of common stock and options of ITEC being
acquired  by  Shareholders  (the  "ITEC  Securities"):

3.17.1     Shareholders  are  acquiring the ITEC Securities for its own account,
and  not  with  a  view  toward  the  subdivision,  resale,  distribution,  or
fractionalization  thereof;  SHAREHOLDERS  has  no  contract,  undertaking,  or
arrangement  with any person to sell, transfer, or otherwise dispose of the ITEC
Securities  (or  any  portion thereof hereby subscribed for), and has no present
intention  to  enter  into  any  such  contract,  undertaking,  agreement  or
arrangement;

3.17.2     This  subscription for the ITEC Securities by Shareholders is not the
result  of  any  form  of  general  solicitation  or  general  advertising;

3.17.3     Shareholders  hereby  acknowledges that: (i) the offering of the ITEC
Securities was made only through direct, personal communication between ITEC and
Sellers;  (ii)  Shareholders  have had full access to material concerning ITEC's
planned  business and operations, which material was furnished or made available
to  Shareholders  by representatives of ITEC;  (iii) ITEC has given Shareholders
the  opportunity  to  ask  any  questions  and obtain all additional information
desired  in  order  to verify or supplement the material so furnished; and  (iv)
Shareholders understand and acknowledges that a purchaser of the ITEC Securities
must  be prepared to bear the economic risk of such investment for an indefinite
period  because  of:  (A)  the heightened nature of the risks associated with an
investment  in ITEC, including without limitation the risk of loss of the entire
amount  of  their investment; and (B) illiquidity of the ITEC Securities  due to
the  fact  that  (1)  the  ITEC  Securities  has  not  been registered under the
Securities  Act of 1933 (the "Act") or any state securities act (nor passed upon
by  the SEC or any state securities commission), and (2) the ITEC Securities may
not be registered or qualified by Shareholders under federal or state securities
laws  solely  in  reliance upon an available exemption from such registration or
qualification,  and  hence  ITEC  Securities  cannot  be  sold  unless  they are
subsequently  so  registered  or  qualified,  or  are  otherwise  subject to any
applicable  exemption  from  such registration requirements; and (3) substantial
restrictions  on  transfer of the ITEC Securities, as set forth by legend on the
face  or  reverse side of every certificate evidencing the ownership of the ITEC
Securities  ;

3.17.4     Shareholders  are an "accredited investor" as such term is defined in
Rule  501  of Regulation D promulgated by the Securities and Exchange Commission
under  the  Act,  or, if ITEC is non-accredited, then it has sufficient business
expertise and sophistication so as to be able to make a determination concerning
the  relative  risks  and  merits  of an investment in the securities, and has a
pre-existing  business  or  personal  relationship  with  at  least  one  of the
shareholders,  directors  or  executive  officers  of  ITEC;

3.17.5     Shareholders  have  received  material  concerning  ITEC's  planned
business  and  operations  and  carefully  read  it;  the  decision  to  make an
investment  in  the  ITEC  Securities has been taken solely in reliance upon the
information  contained  such  materials,  and  such  other  written  information
supplied  by  an  authorized  representative  of  ITEC as Shareholders  may have
requested;  Shareholders  acknowledge  that  all  documents,  records  and books
pertaining  to  this investment have been made available for inspection by ITEC,
its  attorneys,  accountants  and purchaser representatives and that it has been
informed  by  ITEC  that  the  books  and  records of ITEC will be available for
inspection  by  Shareholders  or its agents and representatives at any time, and
from  time to time, during reasonable business hours, upon reasonable notice and
upon  the  signing  of  a  Confidentiality  Agreement  between ITEC and Sellers;
Shareholders  further  acknowledge  that  it  (or  its  advisors,  agents and/or
representatives)  has had a reasonable and adequate opportunity to ask questions
of  and  receive  answers  from ITEC concerning the terms and conditions of this
subscription, the nature of the ITEC Securities  and the business and operations
of  ITEC,  and  to  obtain  from ITEC such additional information, to the extent
possessed  or obtainable without unreasonable effort or expense, as is necessary
to verify the accuracy of the information contained in the materials provided by
ITEC;  all such questions have been answered by ITEC to the full satisfaction of
Shareholders;  Shareholders  are not relying upon any oral information furnished
by  ITEC  or any other person in connection with his investment decision, and in
any  event, no such oral information has been furnished to Shareholders which is
in  any  way  inconsistent with or contradictory to any information contained in
the  materials  provided  to Shareholders by ITEC in writing as described above;

3.17.6     Shareholders understand and acknowledge that the ITEC Securities will
be  unsecured  by ITEC or any other person, and non-recourse to any shareholder,
officer,  director,  employee,  agent  or  representative  of  ITEC;  and

3.17.7     Shareholders  has  been advised to consult with an attorney regarding
all  legal matters concerning the purchase and ownership of the ITEC Securities,
and  with  a  tax  advisor regarding the tax consequences of purchasing the ITEC
Securities.

4.          REPRESENTATIONS  AND  WARRANTIES  OF  ITEC

ITEC hereby represents and warrants to Sellers 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     Except  as set forth in Schedule 4.5, 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  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,  and  ITEC neither knows, anticipates or has notice of any
basis  for  any  such  action.

4.6     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.

4.7     with  respect  to  the  Capital  Stock  being  acquired  by  ITEC:

4.7.1     ITEC  is acquiring the Capital Stock for its own account, and not with
a  view  toward  the  subdivision,  resale,  distribution,  or fractionalization
thereof;  ITEC  has  no contract, undertaking, or arrangement with any person to
sell,  transfer,  or  otherwise  dispose  of  the  Capital Stock (or any portion
thereof  hereby  subscribed for), and has no present intention to enter into any
such  contract,  undertaking,  agreement  or  arrangement;

4.7.2     This  subscription  for the Capital Stock by ITEC is not the result of
any  form  of  general  solicitation  or  general  advertising;

4.7.3     ITEC  hereby  acknowledges that: (i) the offering of the Capital Stock
was  made  only through direct, personal communication between ITEC and Sellers;
(ii)  ITEC  has had full access to material concerning CG's planned business and
operations,  which  material  was  furnished  or  made  available  to  ITEC  by
Shareholders  of  CG;  (iii)  CG  has  given  ITEC  the  opportunity  to ask any
questions  and  obtain  all additional information desired in order to verify or
supplement  the  material  so  furnished;  and  (iv)  ITEC  understands  and
acknowledges  that a purchaser of the Capital Stock must be prepared to bear the
economic  risk  of  such investment for an indefinite period because of: (A) the
heightened  nature  of  the risks associated with an investment in CG, including
without  limitation  the  risk of loss of the entire amount of their investment;
and  (B)  illiquidity of the Capital Stock  due to the fact that (1) the Capital
Stock  has  not  been registered under the Securities Act of 1933 (the "Act") or
any  state  securities  act  (nor passed upon by the SEC or any state securities
commission),  and  (2)  the  Capital Stock may not be registered or qualified by
ITEC under federal or state securities laws solely in reliance upon an available
exemption  from such registration or qualification, and hence such Shares cannot
be  sold  unless  they  are  subsequently  so  registered  or  qualified, or are
otherwise  subject  to  any  applicable  exemption  from  such  registration
requirements;  and (3) substantial restrictions on transfer of the CG Shares, as
set  forth by legend on the face or reverse side of every certificate evidencing
the  ownership  of  the  Capital  Stock  ;

4.7.4     ITEC  is  an "accredited investor" as such term is defined in Rule 501
of  Regulation D promulgated by the Securities and Exchange Commission under the
Act,  or,  if  ITEC is non-accredited, then it has sufficient business expertise
and  sophistication  so  as  to  be  able to make a determination concerning the
relative  risks  and  merits  of  an  investment  in  the  securities, and has a
pre-existing  business  or  personal  relationship  with  at  least  one  of the
shareholders,  directors  or  executive  officers  of  CG;

4.7.5     ITEC  has  received  material  concerning  CG's  planned  business and
operations  and  carefully  read  it;  the decision to make an investment in the
Capital  Stock  has been taken solely in reliance upon the information contained
such  materials,  and  such  other written information supplied by an authorized
representative  of  CG  as  ITEC  may have requested; ITEC acknowledges that all
documents,  records  and  books  pertaining  to  this  investment have been made
available  for  inspection  by  ITEC,  its  attorneys, accountants and purchaser
representatives  and  that it has been informed by CG that the books and records
of CG will be available for inspection by ITEC or its agents and representatives
at  any  time,  and  from  time  to time, during reasonable business hours, upon
reasonable  notice  and  upon the signing of a Confidentiality Agreement between
ITEC  and  Sellers;  ITEC  further acknowledges that it (or its advisors, agents
and/or  representatives)  has  had  a reasonable and adequate opportunity to ask
questions  of  and  receive  answers  from  Sellers  concerning  the  terms  and
conditions  of  this  subscription,  the  nature  of  the Capital Stock  and the
business  and  operations  of  CG,  and  to  obtain from Sellers such additional
information,  to  the extent possessed or obtainable without unreasonable effort
or  expense, as is necessary to verify the accuracy of the information contained
in  the  materials provided by Sellers; all such questions have been answered by
Sellers  to  the  full  satisfaction  of ITEC; ITEC is not relying upon any oral
information  furnished  by  Sellers  or  any other person in connection with his
investment  decision,  and  in  any  event,  no  such  oral information has been
furnished  to ITEC which is in any way inconsistent with or contradictory to any
information contained in the materials provided to ITEC by Sellers in writing as
described  above;

4.7.6     ITEC  understands  and  acknowledges  that  the  Capital Stock will be
unsecured  by  Sellers or any other person, and non-recourse to any shareholder,
officer,  director,  employee,  agent  or  representative  of  CG;  and

4.7.7     ITEC  has been advised to consult with an attorney regarding all legal
matters  concerning  the purchase and ownership of the Capital Stock, and with a
tax  advisor  regarding  the  tax  consequences of purchasing the Capital Stock.

5.          COVENANTS

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

5.1     Sellers  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, Sellers shall:

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

     5.2.2.     perform,  in  all  material  respects,  all  obligations  under
agreements.

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

5.2.3     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;

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

5.2.5     impose on any material asset, or suffer the imposition on any material
asset  of,  any  lien;

5.2.6     sell,  pledge  or encumber, or enter into any contract to sell, pledge
or  encumber,  any  interest  in  the  assets  of  CG;

5.2.7     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;

5.2.8     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;

5.2.9     enter  into or amend any employment contract (unless such amendment is
required  by  law)  that  CG  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;

5.2.10     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;

5.2.11     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;

5.2.12     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;

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

5.2.14     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;

5.2.15     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

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

5.4     From  the  date of this Agreement until Closing Date, ITEC shall 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  Sellers  ,  do  any of the following:

5.5.1     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;

     5.5.2     enter  into  any  agreement  or  commitment  to  do  any  of  the
foregoing.

6.          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     ITEC  will  have completed its due diligence review and satisfied itself
that the representations and warranties of Sellers contained herein are accurate
and  shall be accurate in all respects as if made on and as of the Closing Date.
Sellers  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  CG.

6.3     CG  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 CG or CG's financial condition, properties
or  prospects,  which  would  have  a  material  adverse  effect  thereon.

6.4     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  CG.

7.          CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  SELLERS

Each  and  all  of  the  obligations  of  Sellers 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  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  Sellers,  and  Sellers shall have received all such
resolutions,  documents  and  instruments,  or  copies  thereof,  certified  if
requested,  as  its  counsel  shall  have  reasonably  requested.

8.          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

8.2.1     Sellers  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  Sellers  set  forth in this Agreement, or any other
misrepresentation,  breach  of  warranty  or  failure  to  fulfill a covenant or
agreement  by  Sellers  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.

8.2.2     ITEC  shall  indemnify,  hold  harmless  and  defend  Sellers  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  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.

9.          MISCELLANEOUS

9.1.     Payment  of  Fees and Expenses. If any legal action 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.  Any  action  shall  be  brought  in  San  Diego County
California.

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, without regard to its
conflict  of  laws  provisions.

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, Corporation, 17075 Via del Campo,     San Diego, CA 92127,
Attention:  Brian  Bonar,  CEO

If  to  CG:
The  Christianson  Group,  Inc,  9449  Balboa  Avenue,  Suite  211,  San  Diego,
California  92123,  Attention:  Norv  Allen

If  to  Shareholders:
Norv  Allen,  William  Temple,  and  Rod  Platte
9449  Balboa  Avenue,  Suite  211.  San  Diego,  California  92123

9.5     Titles  and  Captions.  Paragraph  titles and captions contained in this
Agreement  are inserted only as a matter of convenience and for reference and in
no  way  define,  limit,  extend  or describe the scope of this Agreement or the
intent  of  any  provision.

9.10     Counterpart  Signature  Pages.  This  Agreement  may be executed by the
Parties  through  counterpart  signature  pages (and not as part of one document
bearing  all  signatures  consecutively),  all  of  which,  when together, shall
constitute  satisfaction  of  the  signature  requirements.  Facsimile signature
pages  shall  also  be  acceptable.

9.11     Authority.  The  undersigned  individuals  and/or entities execute this
Agreement  on behalf of their respective parties, and represent and warrant that
said  individual  and/or  entities are authorized to enter into and execute this
Agreement  on behalf of such Parties, that the appropriate corporate resolutions
or other consents have been passed and/or obtained (if necessary), and that this
Agreement shall be binding on the Party on whose benefit they are executing this
Agreement.

9.12     Waiver,  Modification and Amendment. All waivers hereunder must be made
in  a  signed  writing,  and  failure by either Party at any time to require the
other  Party's  performance  of  any  obligation  under this Agreement shall not
affect  the  right  subsequently  to require performance of that obligation. Any
waiver  of a breach or violation of any provision of this Agreement shall not be
construed  as  a waiver of any continuing or succeeding breach of such provision
or a waiver or modification of the provision.  This Agreement may be modified or
amended  only  by  a  later  writing  signed  by  all  of  the  Parties.

9.13     Provisions Severable.  The Parties expressly agree and contract that it
is  not  the intention of any of them to violate any public policy, statutory or
common  laws,  rules,  regulations,  treaties  or decisions of any government or
agency  thereof.  If  any section, sentence, clause, word or combination thereof
in  this Agreement is judicially or administratively interpreted or construed as
being  in  violation  of any such provisions of any jurisdiction, such sections,
sentences,  words,  clauses or combinations thereof shall be inoperative in each
such  jurisdiction and the remainder of this Agreement shall remain binding upon
the  Parties  in  each  such  jurisdiction.

9.14     Successors.  This  Agreement  is  binding  upon  and shall inure to the
benefit  of  the Parties and each Party's respective successors, assigns, heirs,
spouses,  agents  and personal representatives, enforceable against each of them
in  accordance  with  its  terms.

9.15     Assignment.  This Agreement may not be assigned in whole or in part, by
either  Party,  whether  by  operation of law or by contract, without the prior,
written  consent  of  the other Party, which consent may be given or withheld in
the  sole  and  exclusive  discretion  of  such  other  Party.

9.16     Announcements.  Neither  Party  shall make any public release or filing
concerning  this  Settlement  Agreement  or the transactions contemplated hereby
without prior approval of other Party. If no response is received from the Party
of  whom  response  is requested within three (3) business days of receipt, then
right  to  publish  such  release  or  filing  shall  be  deemed  given.

9.17     Termination.  Either  Party  may  immediately  terminate this Agreement
         -----------
upon  the  material  breach  by  the  non-terminating  Party  of  any agreement,
covenant,  representation  or warranty contained herein, or (by the non-affected
Party)  upon  the  bankruptcy  or  the  filing  of  any voluntary or involuntary
petition  for  bankruptcy  by  or  against the non-terminating Party, or for the
appointment  of  a  receiver  for  the purpose of liquidation or the making of a
request  for  a  moratorium or assignment for the benefit of creditors generally
against  the  non-terminating  Party.  In  the  event  that this Agreement shall
become  terminated  by  reason  of  any of the foregoing circumstances, then the
Parties  hereby agree and acknowledge that such termination shall not disturb or
unwind the releases of claims given by each Party to the other Party pursuant to
Section  8  of this Agreement, the full and complete consideration for which was
its  entry  into  in good faith, and willingness to perform the terms hereof but
for  the  termination  of  this  Agreement  by  the  Party  whose  actions  or
circumstances  created  the  right  to  terminate  this  Agreement.

IN  WITNESS WHEREOF, the parties hereto have set forth their hand as of the date
and  year  first  above  written.

IMAGING  TECHNOLOGIES  CORPORATION

By:     /s/  Brian  Bonar,  Title:     Chief  Executive  Officer

THE  CHRISTIANSON  GROUP,  INC.

By:  /s/  Norv  Allen,  William  Temple,  Rod  Platte