Exhibit  4.1     Advisory  and  Consulting  Agreement


                    Number  of  Shares  and  Options
                    --------------------------------

     4.1(a)                     1,750,000

     4.1(b)                     1,000,000

     4.1(c)                     1,000,000


                                        9
<PAGE>
                                                                  Exhibit 4.1(a)


                              CONSULTING AGREEMENT


     AGREEMENT, effective as of the 24th day of September, 2001, between Imaging
Technologies  Corporation,  a  Delaware  Corporation  (the  "Company"), of 15175
Innovation Drive, San Diego, CA 92128, and Rebecca Wilson (the "Consultant"), of
2781  West  MacArthur  Boulevard,  Santa  Ana,  California  92704.

     WHEREAS,  THE Company desires the Consultant to provide consulting services
to  the  Company  pursuant  hereto and Consultant is agreeable to providing such
services.

     NOW THEREFORE, in consideration of the premises and the mutual promises set
forth  herein,  the  parties  hereto  agree  as  follows:

     1.   Consultant  shall  serve  as  a  consultant  to the Company on general
          corporate  matters, particularly related to shareholder relations, and
          other  projects  as  may  be  assigned by Brain Bonar, Chief Executive
          Officer  of  the  Company  on  an  as  needed  basis.

     2.   The  Company shall be entitled to Consultant's services for reasonable
          times  when  and  to  the  extent  requested  by,  and  subject to the
          direction  of  Mr.  Bonar.

     3.   Reasonable  travel  and  other  expenses  necessarily  incurred  by
          Consultant  to  render  such  services, and approved in advance by the
          Company,  shall  be reimbursed by the Company promptly upon receipt of
          proper statements, including appropriate documentation, with regard to
          the  nature  and  amount  of those expenses. Those statements shall be
          furnished  to the Company monthly at the end of each calendar month in
          the  Consulting  Period  during  which any such expenses are incurred.
          Company  shall  pay  expenses within fifteen (15) business days of the
          receipt  of  a  request  with  appropriate  documentation.

     4.   In  consideration  for the services to be performed by Consultant, the
          Consultant  will  receive  warrants  to  purchase  One  million, seven
          hundred-fifty  thousand  (1,750,000) shares of the common stock of the
          Company  at  an  exercise  price  of  Three  cents  ($0.04) per share.

     5.   It  is  the express intention of the parties that the Consultant is an
          independent  contractor  and  not an employee or agent of the Company.
          Nothing  in  this  agreement  shall  be  interpreted  or  construed as
          creating  or  establishing  the  relationship of employer and employee
          between  the Consultant and the Company. Both parties acknowledge that
          the  Consultant  is not an employee for state or federal tax purposes.
          The  Consultant  shall retain the right to perform services for others
          during  the  term  of  this  agreement.


                                       10
<PAGE>
     6.   Neither  this  agreement  nor  any  duties  or  obligations under this
          agreement  may be assigned by the Consultant without the prior written
          consent  of  the  Company.

     7.   This  agreement may be terminated upon ten (10) days written notice by
          either  the  Company  or  the  Consultant.

     8.   Any  notices to be given hereunder by either party to the other may be
          given either by personal delivery in writing or by mail, registered or
          certified,  postage  prepaid  with  return  receipt  requested. Mailed
          notices  shall  be addressed to the parties at the addressed appearing
          in  the  introductory  paragraph of this agreement, but each party may
          change the address by written notice in accordance with the paragraph.
          Notices  delivered personally will be deemed communicated as of actual
          receipt;  mailed  notices  will  be deemed communicated as of two days
          after  mailing.

     9.   This  agreement  supersedes  any  and  all  agreements, either oral or
          written,  between  the parties hereto with respect to the rendering of
          services  by  the  Consultant  for  the  Company  and contains all the
          covenants  and  agreements  between  the  parties  with respect to the
          rendering  of  such  services  in any manner whatsoever. Each party to
          this  agreement  acknowledges  that  no  representations, inducements,
          promises,  or  agreements,  orally or otherwise, have been made by any
          party, or anyone acting on behalf of any party, which are not embodied
          herein,  and  that  no  other  agreement,  statement,  or  promise not
          contained  in  this  agreement  shall  be  valid  or  binding.  Any
          modification  of  this  agreement  will  be effective only if it is in
          writing  signed  by  the  party  to  be  charged.

     10.  This  agreement  will  be governed by and construed in accordance with
          the  laws  of the State of California, without regard to its conflicts
          of  laws  provisions;  and the parties agree that the proper venue for
          the  resolution  of  any disputes hereunder shall be San Diego County,
          California.

     11.  For  purposes  of  this Agreement, Intellectual Property will mean (i)
          works,  ideas,  discoveries,  or  inventions  eligible  for copyright,
          trademark,  patent  or  trade  secret  protection;  and  (ii)  any
          applications  for trademarks or patents, issued trademarks or patents,
          or  copyright  registrations  regarding  such  items.  Any  items  of
          Intellectual  Property  discovered  or developed by the Consultant (or
          the  Consultant's employees) during the term of this Agreement will be
          the  property  of the Consultant, subject to the irrevocable right and
          license  of  the  Company  to  make, use or sell products and services
          derived  from  or incorporating any such Intellectual Property without
          payment of royalties. Such rights and license will be exclusive during
          the  term  of  this  Agreement,  and any extensions or renewals of it.
          After  termination  of this Agreement, such rights and license will be
          nonexclusive,  but  will  remain  royalty-free.  Notwithstanding  the
          preceding,  the textual and/or graphic content of materials created by
          the  Consultant under this Agreement (as opposed to the form or format
          of  such  materials) will be, and hereby are, deemed to be "works made
          for  hire"  and  will  be  the exclusive property of the Company. Each
          party  agrees to execute such documents as may be necessary to perfect
          and  preserve  the  rights  of  either  party  with  respect  to  such
          Intellectual  Property.


                                       11
<PAGE>
     12.  The  written,  printed,  graphic, or electronically recorded materials
          furnished  by  the  Company  for use by the Consultant are Proprietary
          Information  and  are  the  property  of  the  Company.  Proprietary
          Information  includes,  but  is not limited to, product specifications
          and/or  designs,  pricing information, specific customer requirements,
          customer  and  potential  customer lists, and information on Company's
          employees,  agent,  or  divisions.  The  Consultant  shall maintain in
          confidence  and  shall  not,  directly or indirectly, disclose or use,
          either  during  or  after  the term of this agreement, any Proprietary
          Information,  confidential  information,  or know-how belonging to the
          Company,  whether  or  not  is  in  written form, except to the extent
          necessary  to perform services under this agreement. On termination of
          the  Consultant's  services  to  the Company, or at the request of the
          Company  before  termination,  the  Consultant  shall  deliver  to the
          Company  all  material  in the Consultant's possession relating to the
          Company's  business.

     13.  The  obligations  regarding  Proprietary  Information  extend  to
          information  belonging to customers and suppliers of the Company about
          which  the  Consultant  may  have  gained  knowledge  as  a  result of
          performing  services  hereunder.

     14.  The  Consultant shall not, during the term of this agreement and for a
          period  of  one  year  immediately  after  the  termination  of  this
          agreement,  or  any extension of it, either directly or indirectly (a)
          for  purposes  competitive  with  the  products  or services currently
          offered  by  the  Company,  call  on, solicit, or take away any of the
          Company's  customers  or potential customers about whom the Consultant
          became  aware  as a result of the Consultant's services to the Company
          hereunder,  either  for  the  Consultant  or  for  any other person or
          entity, or (b) solicit or take away or attempt to solicit or take away
          any  of  the  Company's  employees  or  consultants  either  for  the
          Consultant  or  for  any  other  person  or  entity.

     15.  The  Company  will  indemnify  and  hold  harmless Consultant from any
          claims  or  damages  related  to  statements  prepared  by  or made by
          Consultant  that  are  either  approved  in  advance by the Company or
          entirely  based  on  information  provided  by  the  Company.


Consultant:                  Company:
Rebecca  Wilson              Imaging  Technologies  Corporation

/s/ Rebecca Wilson           By: /s/ Brian Bonar
------------------              -----------------
                                Brian  Bonar
                                Chief  Executive  Officer


                                       12
<PAGE>
                                                                  Exhibit 4.1(b)


                              CONSULTING AGREEMENT


     AGREEMENT, effective as of the 24th day of September, 2001, between Imaging
Technologies  Corporation,  a  Delaware  Corporation  (the  "Company"), of 15175
Innovation  Drive, San Diego, CA 92128, and David Livingston (the "Consultant"),
of  1372  Apsley  Road,  Santa  Ana,  California,  92705.

     WHEREAS,  THE Company desires the Consultant to provide consulting services
to  the  Company  pursuant  hereto and Consultant is agreeable to providing such
services.

     NOW THEREFORE, in consideration of the premises and the mutual promises set
forth  herein,  the  parties  hereto  agree  as  follows:

     16.  Consultant  shall  serve  as  a  consultant  to the Company on general
          corporate  matters, particularly related to shareholder relations, and
          other  projects  as  may  be  assigned by Brain Bonar, Chief Executive
          Officer  of  the  Company  on  an  as  needed  basis.

     17.  The  Company shall be entitled to Consultant's services for reasonable
          times  when  and  to  the  extent  requested  by,  and  subject to the
          direction  of  Mr.  Bonar.

     18.  Reasonable  travel  and  other  expenses  necessarily  incurred  by
          Consultant  to  render  such  services, and approved in advance by the
          Company,  shall  be reimbursed by the Company promptly upon receipt of
          proper statements, including appropriate documentation, with regard to
          the  nature  and  amount  of those expenses. Those statements shall be
          furnished  to the Company monthly at the end of each calendar month in
          the  Consulting  Period  during  which any such expenses are incurred.
          Company  shall  pay  expenses within fifteen (15) business days of the
          receipt  of  a  request  with  appropriate  documentation.

     19.  In  consideration  for the services to be performed by Consultant, the
          Consultant  will  receive  warrants  to  purchase  One  million, seven
          hundred-fifty  thousand  (1,000,000) shares of the common stock of the
          Company  at  an  exercise  price  of  Three  cents  ($0.04) per share.

     20.  It  is  the express intention of the parties that the Consultant is an
          independent  contractor  and  not an employee or agent of the Company.
          Nothing  in  this  agreement  shall  be  interpreted  or  construed as
          creating  or  establishing  the  relationship of employer and employee
          between  the Consultant and the Company. Both parties acknowledge that
          the  Consultant  is not an employee for state or federal tax purposes.
          The  Consultant  shall retain the right to perform services for others
          during  the  term  of  this  agreement.


                                       13
<PAGE>
     21.  Neither  this  agreement  nor  any  duties  or  obligations under this
          agreement  may be assigned by the Consultant without the prior written
          consent  of  the  Company.

     22.  This  agreement may be terminated upon ten (10) days written notice by
          either  the  Company  or  the  Consultant.

     23.  Any  notices to be given hereunder by either party to the other may be
          given either by personal delivery in writing or by mail, registered or
          certified,  postage  prepaid  with  return  receipt  requested. Mailed
          notices  shall  be addressed to the parties at the addressed appearing
          in  the  introductory  paragraph of this agreement, but each party may
          change the address by written notice in accordance with the paragraph.
          Notices  delivered personally will be deemed communicated as of actual
          receipt;  mailed  notices  will  be deemed communicated as of two days
          after  mailing.

     24.  This  agreement  supersedes  any  and  all  agreements, either oral or
          written,  between  the parties hereto with respect to the rendering of
          services  by  the  Consultant  for  the  Company  and contains all the
          covenants  and  agreements  between  the  parties  with respect to the
          rendering  of  such  services  in any manner whatsoever. Each party to
          this  agreement  acknowledges  that  no  representations, inducements,
          promises,  or  agreements,  orally or otherwise, have been made by any
          party, or anyone acting on behalf of any party, which are not embodied
          herein,  and  that  no  other  agreement,  statement,  or  promise not
          contained  in  this  agreement  shall  be  valid  or  binding.  Any
          modification  of  this  agreement  will  be effective only if it is in
          writing  signed  by  the  party  to  be  charged.

     25.  This  agreement  will  be governed by and construed in accordance with
          the  laws  of the State of California, without regard to its conflicts
          of  laws  provisions;  and the parties agree that the proper venue for
          the  resolution  of  any disputes hereunder shall be San Diego County,
          California.

     26.  For  purposes  of  this Agreement, Intellectual Property will mean (i)
          works,  ideas,  discoveries,  or  inventions  eligible  for copyright,
          trademark,  patent  or  trade  secret  protection;  and  (ii)  any
          applications  for trademarks or patents, issued trademarks or patents,
          or  copyright  registrations  regarding  such  items.  Any  items  of
          Intellectual  Property  discovered  or developed by the Consultant (or
          the  Consultant's employees) during the term of this Agreement will be
          the  property  of the Consultant, subject to the irrevocable right and
          license  of  the  Company  to  make, use or sell products and services
          derived  from  or incorporating any such Intellectual Property without
          payment of royalties. Such rights and license will be exclusive during
          the  term  of  this  Agreement,  and any extensions or renewals of it.
          After  termination  of this Agreement, such rights and license will be
          nonexclusive,  but  will  remain  royalty-free.  Notwithstanding  the
          preceding,  the textual and/or graphic content of materials created by
          the  Consultant under this Agreement (as opposed to the form or format
          of  such  materials) will be, and hereby are, deemed to be "works made
          for  hire"  and  will  be  the exclusive property of the Company. Each
          party  agrees to execute such documents as may be necessary to perfect
          and  preserve  the  rights  of  either  party  with  respect  to  such
          Intellectual  Property.


                                       14
<PAGE>
     27.  The  written,  printed,  graphic, or electronically recorded materials
          furnished  by  the  Company  for use by the Consultant are Proprietary
          Information  and  are  the  property  of  the  Company.  Proprietary
          Information  includes,  but  is not limited to, product specifications
          and/or  designs,  pricing information, specific customer requirements,
          customer  and  potential  customer lists, and information on Company's
          employees,  agent,  or  divisions.  The  Consultant  shall maintain in
          confidence  and  shall  not,  directly or indirectly, disclose or use,
          either  during  or  after  the term of this agreement, any Proprietary
          Information,  confidential  information,  or know-how belonging to the
          Company,  whether  or  not  is  in  written form, except to the extent
          necessary  to perform services under this agreement. On termination of
          the  Consultant's  services  to  the Company, or at the request of the
          Company  before  termination,  the  Consultant  shall  deliver  to the
          Company  all  material  in the Consultant's possession relating to the
          Company's  business.

     28.  The  obligations  regarding  Proprietary  Information  extend  to
          information  belonging to customers and suppliers of the Company about
          which  the  Consultant  may  have  gained  knowledge  as  a  result of
          performing  services  hereunder.

     29.  The  Consultant shall not, during the term of this agreement and for a
          period  of  one  year  immediately  after  the  termination  of  this
          agreement,  or  any extension of it, either directly or indirectly (a)
          for  purposes  competitive  with  the  products  or services currently
          offered  by  the  Company,  call  on, solicit, or take away any of the
          Company's  customers  or potential customers about whom the Consultant
          became  aware  as a result of the Consultant's services to the Company
          hereunder,  either  for  the  Consultant  or  for  any other person or
          entity, or (b) solicit or take away or attempt to solicit or take away
          any  of  the  Company's  employees  or  consultants  either  for  the
          Consultant  or  for  any  other  person  or  entity.

     30.  The  Company  will  indemnify  and  hold  harmless Consultant from any
          claims  or  damages  related  to  statements  prepared  by  or made by
          Consultant  that  are  either  approved  in  advance by the Company or
          entirely  based  on  information  provided  by  the  Company.


Consultant:                    Company:
David  Livingston              Imaging  Technologies  Corporation


/s/ David Livingston           By: /s/ Brian Bonar
--------------------              ----------------
                                  Brian Bonar
                                  Chief Executive Officer


                                       15
<PAGE>
                                                                  Exhibit 4.1(c)


                              CONSULTING AGREEMENT


     AGREEMENT, effective as of the 24th day of September, 2001, between Imaging
Technologies  Corporation,  a  Delaware  Corporation  (the  "Company"), of 15175
Innovation  Drive,  San Diego, CA 92128, and Marmar Salimian (the "Consultant"),
of  25432  Cadillac  Drive,  Laguna  Hills,  California  92653.

     WHEREAS,  THE Company desires the Consultant to provide consulting services
to  the  Company  pursuant  hereto and Consultant is agreeable to providing such
services.

     NOW THEREFORE, in consideration of the premises and the mutual promises set
forth  herein,  the  parties  hereto  agree  as  follows:

     31.  Consultant  shall  serve  as  a  consultant  to the Company on general
          corporate  matters, particularly related to shareholder relations, and
          other  projects  as  may  be  assigned by Brain Bonar, Chief Executive
          Officer  of  the  Company  on  an  as  needed  basis.

     32.  The  Company shall be entitled to Consultant's services for reasonable
          times  when  and  to  the  extent  requested  by,  and  subject to the
          direction  of  Mr.  Bonar.

     33.  Reasonable  travel  and  other  expenses  necessarily  incurred  by
          Consultant  to  render  such  services, and approved in advance by the
          Company,  shall  be reimbursed by the Company promptly upon receipt of
          proper statements, including appropriate documentation, with regard to
          the  nature  and  amount  of those expenses. Those statements shall be
          furnished  to the Company monthly at the end of each calendar month in
          the  Consulting  Period  during  which any such expenses are incurred.
          Company  shall  pay  expenses within fifteen (15) business days of the
          receipt  of  a  request  with  appropriate  documentation.

     34.  In  consideration  for the services to be performed by Consultant, the
          Consultant  will  receive warrants to purchase One million (1,000,000)
          shares  of  the  common  stock  of the Company at an exercise price of
          Three  cents  ($0.04)  per  share.


                                       16
<PAGE>
     35.  It  is  the express intention of the parties that the Consultant is an
          independent  contractor  and  not an employee or agent of the Company.
          Nothing  in  this  agreement  shall  be  interpreted  or  construed as
          creating  or  establishing  the  relationship of employer and employee
          between  the Consultant and the Company. Both parties acknowledge that
          the  Consultant  is not an employee for state or federal tax purposes.
          The  Consultant  shall retain the right to perform services for others
          during  the  term  of  this  agreement.

     36.  Neither  this  agreement  nor  any  duties  or  obligations under this
          agreement  may be assigned by the Consultant without the prior written
          consent  of  the  Company.

     37.  This  agreement may be terminated upon ten (10) days written notice by
          either  the  Company  or  the  Consultant.

     38.  Any  notices to be given hereunder by either party to the other may be
          given either by personal delivery in writing or by mail, registered or
          certified,  postage  prepaid  with  return  receipt  requested. Mailed
          notices  shall  be addressed to the parties at the addressed appearing
          in  the  introductory  paragraph of this agreement, but each party may
          change the address by written notice in accordance with the paragraph.
          Notices  delivered personally will be deemed communicated as of actual
          receipt;  mailed  notices  will  be deemed communicated as of two days
          after  mailing.

     39.  This  agreement  supersedes  any  and  all  agreements, either oral or
          written,  between  the parties hereto with respect to the rendering of
          services  by  the  Consultant  for  the  Company  and contains all the
          covenants  and  agreements  between  the  parties  with respect to the
          rendering  of  such  services  in any manner whatsoever. Each party to
          this  agreement  acknowledges  that  no  representations, inducements,
          promises,  or  agreements,  orally or otherwise, have been made by any
          party, or anyone acting on behalf of any party, which are not embodied
          herein,  and  that  no  other  agreement,  statement,  or  promise not
          contained  in  this  agreement  shall  be  valid  or  binding.  Any
          modification  of  this  agreement  will  be effective only if it is in
          writing  signed  by  the  party  to  be  charged.

     40.  This  agreement  will  be governed by and construed in accordance with
          the  laws  of the State of California, without regard to its conflicts
          of  laws  provisions;  and the parties agree that the proper venue for
          the  resolution  of  any disputes hereunder shall be San Diego County,
          California.

     41.  For  purposes  of  this Agreement, Intellectual Property will mean (i)
          works,  ideas,  discoveries,  or  inventions  eligible  for copyright,
          trademark,  patent  or  trade  secret  protection;  and  (ii)  any
          applications  for trademarks or patents, issued trademarks or patents,
          or  copyright  registrations  regarding  such  items.  Any  items  of
          Intellectual  Property  discovered  or developed by the Consultant (or
          the  Consultant's employees) during the term of this Agreement will be
          the  property  of the Consultant, subject to the irrevocable right and
          license  of  the  Company  to  make, use or sell products and services
          derived  from  or incorporating any such Intellectual Property without
          payment of royalties. Such rights and license will be exclusive during
          the  term  of  this  Agreement,  and any extensions or renewals of it.


                                       17
<PAGE>
          After  termination  of this Agreement, such rights and license will be
          nonexclusive,  but  will  remain  royalty-free.  Notwithstanding  the
          preceding,  the textual and/or graphic content of materials created by
          the  Consultant under this Agreement (as opposed to the form or format
          of  such  materials) will be, and hereby are, deemed to be "works made
          for  hire"  and  will  be  the exclusive property of the Company. Each
          party  agrees to execute such documents as may be necessary to perfect
          and  preserve  the  rights  of  either  party  with  respect  to  such
          Intellectual  Property.

     42.  The  written,  printed,  graphic, or electronically recorded materials
          furnished  by  the  Company  for use by the Consultant are Proprietary
          Information  and  are  the  property  of  the  Company.  Proprietary
          Information  includes,  but  is not limited to, product specifications
          and/or  designs,  pricing information, specific customer requirements,
          customer  and  potential  customer lists, and information on Company's
          employees,  agent,  or  divisions.  The  Consultant  shall maintain in
          confidence  and  shall  not,  directly or indirectly, disclose or use,
          either  during  or  after  the term of this agreement, any Proprietary
          Information,  confidential  information,  or know-how belonging to the
          Company,  whether  or  not  is  in  written form, except to the extent
          necessary  to perform services under this agreement. On termination of
          the  Consultant's  services  to  the Company, or at the request of the
          Company  before  termination,  the  Consultant  shall  deliver  to the
          Company  all  material  in the Consultant's possession relating to the
          Company's  business.

     43.  The  obligations  regarding  Proprietary  Information  extend  to
          information  belonging to customers and suppliers of the Company about
          which  the  Consultant  may  have  gained  knowledge  as  a  result of
          performing  services  hereunder.

     44.  The  Consultant shall not, during the term of this agreement and for a
          period  of  one  year  immediately  after  the  termination  of  this
          agreement,  or  any extension of it, either directly or indirectly (a)
          for  purposes  competitive  with  the  products  or services currently
          offered  by  the  Company,  call  on, solicit, or take away any of the
          Company's  customers  or potential customers about whom the Consultant
          became  aware  as a result of the Consultant's services to the Company
          hereunder,  either  for  the  Consultant  or  for  any other person or
          entity, or (b) solicit or take away or attempt to solicit or take away
          any  of  the  Company's  employees  or  consultants  either  for  the
          Consultant  or  for  any  other  person  or  entity.

     45.  The  Company  will  indemnify  and  hold  harmless Consultant from any
          claims  or  damages  related  to  statements  prepared  by  or made by
          Consultant  that  are  either  approved  in  advance by the Company or
          entirely  based  on  information  provided  by  the  Company.


Consultant:                    Company:
Marmar  Salimian               Imaging  Technologies  Corporation

/s/ Marmar Salimian            By: /s/  Brian  Bonar
-------------------               ------------------
                                  Brian Bonar
                                  Chief Executive Officer


                                       18
<PAGE>