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                                                                     Exhibit 4.1
                       Advisory and Consulting Agreement


                             CONSULTING AGREEMENT


         This Consulting Agreement (the "Consulting Agreement") made as of
February 21, 2000 by and between Richard Kaplan, P.O. Box 43272, Harnof
Jerusalem, Israel ("Consultant") and Imaging Technology Corporation with offices
at 15175 Innovation Drive, San Diego, CA 92128 (the "Company").

                                  WITNESSETH

         WHEREAS, the Company requires and will continue to require consulting
services relating management, strategic planning and marketing in connection
with its business; and

         WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and

         WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:

         1.    APPOINTMENT.
               -----------

         The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.

         2.    TERM.
               ----

         The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on February 20, 2001, unless earlier terminated
in accordance with paragraph 8 herein or extended as agreed to between the
parties.

         3.    SERVICES.
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         During the term of this Agreement, Consultant shall provide advice to
undertake for and consult with the Company concerning the marketing, consulting,
strategic planning, and corporate organization and structure in connection with
the evaluating the prospective international operation of the businesses of the
Company, expansion of services in the international arena, acquisitions and
business opportunities in the international arena. Consultant thus agrees to
provide on a timely basis the following enumerated services plus any additional
services contemplated thereby:

               (a)  The implementation of short-range and long-term strategic
               planning to develop the Company's products and services at the
               international level;

               (b)  The implementation of a marketing program to enable the
               Company to broaden the markets for its services and promote the
               image of the Company and its products and services at the
               international level; and

               (c)  The identification, evaluation, structuring, negotiating and
               closing of


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               joint ventures, strategic alliances, business acquisitions and
               advice with regard to the ongoing managing and operating of such
               acquisitions upon consummation thereof at the international
               level.

         4.    DUTIES OF THE COMPANY.
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         The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be reasonably
requested by Consultant, and shall advise Consultant of any facts which would
affect the accuracy of any data and information previously supplied pursuant to
this paragraph. The Company shall promptly supply Consultant with full and
complete copies of all financial reports, all fillings with all federal and
state securities agencies; with full and complete copies of all stockholder
reports; with all data and information supplied by any financial analyst, and
with all brochures or other sales materials relating to its products or
services.

               COMPENSATION.
               ------------

         The Company will immediately grant Consultant the option to purchase
500,000 shares of the Company's Common Stock valued at $.87.5 per share, which
options shall expire on February 20, 2001 at 5:00 P.M. P.S.T. Consultant in
providing the foregoing services, shall not be responsible for any out-of-pocket
costs, including, without limitation, travel, lodging, telephone, postage and
Federal Express charges.

         6.    REPRESENTATION AND INDEMNIFICATION.
               ----------------------------------

         The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information and
data which it supplies to Consultant and acknowledges its awareness that
Consultant will rely on such continuing representation in disseminating such
information and otherwise performing its advisory functions. Consultant in the
absence of notice in writing from the Company, will rely on the continuing
accuracy of material, information and data supplied by the Company. Consultant
represents that he has knowledge of and is experienced in providing the
aforementioned services.

         7.    MISCELLANEOUS.
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         Termination: This Agreement may be terminated by either Party upon
         -----------
written notice to the other Party for any reason which shall be effective five
(5) business days from the date of such notice. This Agreement shall be
terminated immediately upon written notice for material breach of this
Agreement.

         Modification: This Consulting Agreement sets forth the entire
         ------------
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.

         Notices: Any notice required or permitted to be given hereunder shall
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be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth above or to such
other address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.

         Waiver: Any waiver by either Party of a breach of any provision of this
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Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.


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         Assignment: The Options under this Agreement are assignable at the
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discretion of the Consultant.

         Severability: If any provision of this Consulting Agreement is invalid,
         ------------
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.

         Disagreements: Any dispute or other disagreement arising from or out of
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this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in San Diego, CA. The interpretation and the enforcement of this Agreement
shall be governed by California Law as applied to residents of the State of
California relating to contracts executed in and to be performed solely within
the State of California. In the event any dispute is arbitrated, the prevailing
Party (as determined by the arbiter(s)) shall be entitled to recover that
Party's reasonable attorney's fees incurred (as determined by the arbiter(s)).

         IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.

IMAGING TECHNOLOGY CORP.                     CONSULTANT



/s/ Brian Bonar                              /s/ Richard Kaplan
------------------------                     ------------------------
Brian Bonar                                  Richard Kaplan
President and CEO