Exhibit 4.1(d)



                          AMENDED CONSULTING AGREEMENT


     This  Amended  Consulting Agreement (the "Consulting Agreement") made as of
July  9, 2001, by and between Howard Schraub, 8538 Ruette Monte Carlo, La Jolla,
CA  92037  ("Consultant")  and  Imaging Technologies Corporation with offices at
15175  Innovation  Drive,  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 June 30, 2002, unless earlier terminated in
accordance with paragraph 7 herein or extended as agreed to between the parties.

     3.     SERVICES.
            --------

     During  the  term  of  this  Agreement,  Consultant shall provide advice to
undertake  for  and  consult  with  the  Company concerning  strategic planning,
matters  in  connection  with  the  operation  of the businesses of the Company,
acquisitions and business opportunities, and shall review and advise the Company
regarding  its  overall  progress,  needs  and  condition.  Consultant 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 fully develop and enhance the Company's assets, resources, products
          and  services;

          (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;

          (c)  Advise  the Company relative to the recruitment and employment of
          key  executives  consistent  with  the  expansion of operations of the
          Company;


                                        7
<PAGE>
          (d)  The  identification,  evaluation,  structuring,  negotiating  and
          closing  of joint ventures, strategic alliances, business acquisitions
          and  advice  with regard to the ongoing managing and operating of such
          acquisitions  upon  consummation  thereof;  and

          (e) Advice and recommendations regarding corporate financing including
          the  structure,  terms and content of bank loans, institutional loans,
          private  debt  funding,  mezzanine financing, blind pool financing and
          other  preferred  and common stock equity private or public financing.
          Consultant  will  not  directly or indirectly arrange a financing that
          involves  any  securities  issuance,  whether  equity  or  debt.


     4.   DUTIES  OF  THE  COMPANY.
          ------------------------

     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.

     5.     COMPENSATION.
            ------------

     The  Company  will  immediately  grant  Consultant  5,000,000 shares of the
Company's  Common  Stock.  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.
            -------------

     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
     -------
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.


                                        8
<PAGE>
     Waiver:     Any waiver by either Party of a breach of any provision of this
     ------
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.

     Assignment:     The  Options  under  this  Agreement  are assignable at the
     ----------
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
     -------------
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/  Howard  Schraub
------------------                            --------------------
Brian  Bonar                                  Howard  Schraub
President  and  CEO


                                        9
<PAGE>