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                                                                    Exhibit 10.3

                       IMAGING TECHNOLOGIES CORPORATION

                     AMENDED 2001 STOCK COMPENSATION PLAN


          1.   Purpose of the Amended Plan.  The purpose of the Amended 2001
Stock Compensation Amended Plan ("Amended Plan") of Imaging Technologies
Corporation, a Delaware corporation, ("Company") is to increase the number of
shares available to provide the Company with a means of compensating selected
key employees (including officers) and directors of and consultants to the
Company and its subsidiaries for their services rendered in connection with the
development of Imaging Technologies Corporation with shares of Common Stock of
the Company.

          2.   Administration of the Amended Plan.  The Amended Plan shall be
administered by the Company's Board of Directors (the "Board").

               2.1  Award or Sales of shares. The Company's Board shall (a)
select those key employees (including officers), directors and consultants to
whom shares of the Company's Common Stock shall be awarded or sold, and (b)
determine the number of shares to be awarded or sold; the time or times at which
shares shall be awarded or sold; whether the shares to be awarded or sold will
be registered with the Securities and Exchange Commission; and such conditions,
rights of repurchase, rights of first refusal or other transfer restrictions as
the Board may determine. Each award or sale of shares under the Amended Plan may
or may not be evidenced by a written agreement between the Company and the
persons to whom shares of the Company's Common Stock are awarded or sold.

               2.2  Consideration for Shares. Shares of the Company's Common
Stock to be awarded or sold under the Amended Plan shall be issued for such
consideration, having a value not less than par value thereof, as shall be
determined from time to time by the Board in its sole discretion.

               2.3  Board Procedures. The Board from time to time may adopt such
rules and regulations for carrying out the purposes of the Amended Planas it may
deem proper and in the best interests of the Company. The Board shall keep
minutes of its meetings and records of its actions. A majority of the members of
the Board shall constitute a quorum for the transaction of any business by the
Board. The Board may act at any time by an affirmative vote of a majority of
those members voting. Such vote shall be taken at a meeting (which may be
conducted in person or by any telecommunication medium) or by written consent of
Board members without a meeting.

               2.4  Finality of Board Action. The Board shall resolve all
questions arising under the Plan. Each determination, interpretation, or other
action made or taken by the Board shall be final and conclusive and binding on
all persons, including, without limitation, the Company, its stockholders, the
Board and each of the members of the Board.

               2.5  Non-Liability of Board Members. No Board member shall be
liable for any action or determination made by him in good faith with respect to
the Amended Plan or any shares of the Company's Common Stock sold or awarded
under it.

               2.6  Board Power to amend, Suspend, or Terminate the Plan. The
Board may, from time to time, make such changes in or additions to the Amended
Planas it may deem proper and in the best interests of the Company and its
Stockholders. The Board may also suspend or terminate the Amended Plan at any
time, without notice, and in its sole discretion.

          3.   Additional Shares Subject to the Amended Plan. For purposes of
the Plan, the Board of Directors is authorized to sell or award up to an
additional 10,064,000 shares and/or options of the Company's Common Stock, $.005
par value per share ("Common Stock").

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          4.   Participants. All key employees (including officers) and
directors of and consultants to the Company and any of its subsidiaries
(sometimes referred to herein as ("participants") are eligible to participate in
the Plan. A copy of this Amended Plan shall be delivered to all participants,
together with a copy of any Board resolutions authorizing the issuance of the
shares and establishing the terms and conditions, if any, relating to the sale
or award of such shares.

          5.   Rights and Obligations of Participants. The award or sale of
shares of Common stock shall be conditioned upon the participant providing to
the Board a written representation that, at the time of such award or sale, it
is the intent of such person(s) to acquire the shares for investment only and
not with a view toward distribution. The certificate for unregistered shares
issued for investment shall be restricted by the Company as to transfer unless
the Company receives an opinion of counsel satisfactory to the Company to the
effect that such restriction is not necessary under the pertaining law. The
providing of such representation and such restriction on transfer shall not,
however, be required upon any person's receipt of shares of Common Stock under
the Amended Plan in the event that, at the time of award or sale, the shares
shall be (i) covered by an effective and current registration statement under
the Securities Act of 1933, as amended, and (ii) either qualified or exempt from
qualification under applicable state securities laws. The Company shall,
however, under no circumstances be required to sell or issue any shares under
the Amended Plan if, in the opinion of the Board, (i) the issuance of such
shares would constitute a violation by the participant or the Company of any
applicable law or regulation of any governmental authority, or (ii) the consent
or approval of any governmental body is necessary or desirable as a condition
of, or in connection with, the issuance of such shares.

          6.   Payment of Shares.

               (a) The entire purchase price of shares issued under the Amended
Plan shall be payable in lawful money of the United States of America at the
time when such shares are purchased, except as provided in subsection (b) below.

               (b) At the discretion of the Board, Shares may be issued under
the Amended Plan in consideration of services rendered; provided, however, that
any issuance of shares under the Amended Plan shall be in compliance Section 152
of the Delaware General Corporation Law, as amended.

          7.   Adjustments. If the outstanding Common Stock shall be hereafter
increased or decreased, or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a recapitalization, reclassification, reorganization, merger,
consolidation, share exchange, or other business combination in which the
Company is the surviving parent corporation, stock split-up, combination of
shares, or dividend or other distribution payable in capital stock or rights to
acquire capital stock, appropriate adjustment shall be made by the Board in the
number and kind of shares which may be granted under the Plan.

          8.   Tax Withholding.   As a condition to the purchase or award of
shares, the participant shall make such arrangements as the Board may require
for the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with such purchase or award.

          9.   Terms of the Amended Plan.

               9.1  Effective Date.  The Amended Plan shall become effective on
January 1, 2001.

               9.2  Termination Date. The Amended Plan shall terminate at
Midnight on December 31, 2001, and no shares shall be awarded or sold after that
time. The Amended Plan may be suspended or terminated at any earlier time by the
Board within the limitations set forth in Section 2.6.

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          10.  Non-Exclusivity of the Plan. Nothing contained in the Amended
Plan is intended to amend, modify, or rescind any previously approved
compensation plans, programs or options entered into by the Company. This
Amended Plan shall be construed to be in addition to and independent of any and
all such other arrangements. The adoption of the Amended Plan by the Board shall
not be construed as creating any limitations on the power of authority of the
Board to adopt, with or without stockholder approval, such additional or other
compensation arrangements as the Board may from time to time deem desirable.

          11.  Governing Law. The Amended Plan and all rights and obligations
under it shall be construed and enforced in accordance with the laws of the
state of Delaware.

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