Exhibit 4.1     Advisory and Consulting Agreement


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

     4.1(a)                    11,111,111

     4.1(b)                     2,777,778

     4.1(c)                     2,777,777

     4.1(d)                     1,388,889

     4.1(e)                     2,777,778

     4.1(f)                     4,000,000

     4.1(g)                     4,000,000

     Miscellaneous                333,333



                                        9
<PAGE>
                                                                  Exhibit 4.1(a)


                              CONSULTING AGREEMENT


     AGREEMENT,  effective  as  of the 2nd day of October, 2001, between Imaging
Technologies  Corporation,  a  Delaware  Corporation  (the  "Company"), of 15175
Innovation  Drive, San Diego, CA 92128, and Peter Benz, 543 Virginia Street, San
Mateo,  CA  94402  ("Consultant").

     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  eleven million, one
          hundred  eleven thousand and one hundred eleven (11,111,111) shares of
          the  common  stock of the Company at an exercise price of $0.018 cents
          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


                                       11
<PAGE>
          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.

     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:
Peter  Benz                                 Imaging Technologies Corporation


/s/  Peter  Benz                            By: /s/ Brian  Bonar
----------------------------                   ----------------------------
                                               Brian  Bonar
                                               Chief  Executive  Officer


                                       12
<PAGE>
                                                                  Exhibit 4.1(b)


                              CONSULTING AGREEMENT


     AGREEMENT,  effective  as  of the 2nd day of October, 2001, between Imaging
Technologies  Corporation,  a  Delaware  Corporation  (the  "Company"), of 15175
Innovation Drive, San Diego, CA 92128, and George Furla, 2317 Mount Olympus Dr.,
Los  Angeles,  CA  94402  ("Consultant").

     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  two  million, seven
          hundred  seventy  seven  thousand,  seven  hundred  seventy  eight
          (2,777,778)  shares  of the common stock of the Company at an exercise
          price  of  $0.018  cents  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


                                       13
<PAGE>
          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.

     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


                                       14
<PAGE>
          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.

     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:
George  Furla                          Imaging  Technologies  Corporation


/s/  George  Furla                     By:  /s/  Brian  Bonar
----------------------------              -------------------------------
                                          Brian  Bonar
                                          Chief Executive Officer


                                       15
<PAGE>
                                                                  Exhibit 4.1(c)

                              CONSULTING AGREEMENT


     AGREEMENT,  effective  as  of the 2nd day of October, 2001, between Imaging
Technologies  Corporation,  a  Delaware  Corporation  (the  "Company"), of 15175
Innovation  Drive,  San  Diego,  CA 92128, and Howard Schraub, 8638 Rueffe Monte
Carlo,  La  Jolla  CA  92037  ("Consultant").

     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  two  million, seven
          hundred  seventy  seven  thousand,  seven  hundred  seventy  seven
          (2,777,777)  shares  of the common stock of the Company at an exercise
          price  of  $0.018  cents  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.


                                       16
<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.


                                       17
<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:
Howard  Schraub                      Imaging  Technologies  Corporation


/s/  Howard  Schraub                 By:  /s/  Brian  Bonar
--------------------------              -----------------------------
                                        Brian Bonar
                                        Chief Executive Officer


                                       18
<PAGE>
                                                                  Exhibit 4.1(d)

                              CONSULTING AGREEMENT


     AGREEMENT,  effective  as  of the 2nd day of October, 2001, between Imaging
Technologies  Corporation,  a  Delaware  Corporation  (the  "Company"), of 15175
Innovation  Drive,  San  Diego,  CA  92128,  and Frank Kavanaugh, 117 Via Quito,
Newport  Beach,  CA,  92663  ("Consultant").

     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, three
          hundred-eighty-eight  thousand  and  eight  hundred  eighty  nine
          (1,388,889)  shares  of the common stock of the Company at an exercise
          price  of  $0.018  cents  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.


                                       19
<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.


                                       20
<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:
Frank  Kavanaugh                             Imaging Technologies Corporation


/s/  Frank  Kavanaugh                        By:  /s/  Brian  Bonar
----------------------------                    -------------------------------
                                                Brian Bonar
                                                Chief Executive Officer


                                       21
<PAGE>
                                                                  Exhibit 4.1(e)


                              CONSULTING AGREEMENT

     This Consulting Agreement (the "Consulting Agreement") made as of October
2, 2001, by and between Owen Naccarato, 19600 Fairchild, Suite 260, Irvine, CA
92612 ("Consultant") and Imaging Technologies Corporation, a Delaware
Corporation (the "Company"), of 15175 Innovation Drive, San Diego, CA 92128.

                                   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 October 1, 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 management, marketing,
consulting, strategic planning, corporate organization and structure, financial
matters in connection with the operation of the businesses of the Company,
expansion of services, 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; and

          (b)     Advise the Company relative to its legal needs relating
specifically to its corporate transactional needs.

     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


                                       22
<PAGE>
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 the option to purchase
2,777,778 shares of the Company's Common Stock with an exercise price at $.018
per share, which option shall expire on October 1, 2002 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.
            -------------

     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.

     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.


                                       23
<PAGE>
     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 Los Angeles County, 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 Technologies Corporation                    Consultant


/s/ Brian Boner                                     /s/  Owen Naccarato
----------------------------                        ----------------------------
Brian bonar                                         Owen Naccarato
Chief Executive Officer



                                       24
<PAGE>
                                                                  Exhibit 4.1(f)


                          BUSINESS CONSULTING AGREEMENT



This Agreement (the "Agreement") is dated November 1, 2001and is entered into by
and  between    IMAGING  TECHNOLOGIES  CORPORATION,  INC. (hereinafter "ITEC" or
"CLIENT")  and  SCOTT  ABSHER  OF  NEOTACTIX,INC.  (hereinafter  "NTX").

1.   CONDITIONS.  This  Agreement  will  not take effect, and NTX will have no
     -----------
     obligation  to  provide  any  service  whatsoever,  unless and until CLIENT
     returns a signed copy of this Agreement to NTX (either by mail or facsimile
     copy).  In  addition,  CLIENT  shall  be truthful with NTX in regard to any
     relevant  or material information provided by CLIENT, verbally or otherwise
     which refers, relates, or otherwise pertains to the CLIENT's business, this
     Agreement  or  any  other  relevant  transaction. Breach of either of these
     conditions  shall  be  considered  a material breach and will automatically
     grant  NTX  the right to terminate this Agreement and all moneys, and other
     forms  of  compensation, paid or owing as of the date of termination by NTX
     shall  be  forfeited  without  further  notice.
     Upon execution of this Agreement, CLIENT agrees to fully cooperate with NTX
     in  carrying  out  the purposes of this Agreement, keep NTX informed of any
     developments  of  importance  pertaining  to CLIENT's business and abide by
     this  Agreement  in  its  entirety.

2.   SCOPE  AND  DUTIES.  During  the term of this Agreement, NTX will perform
     -------------------
     the  following  services  for  CLIENT:
     2.1     ADVICE  AND COUNSEL.  NTX will provide advice and counsel regarding
             -------------------
     CLIENT's strategic business plans, strategy and negotiations with potential
     business  strategic  partnering,  corporate  planning  and or other general
     business  consulting  needs  as  expressed  by  CLIENT.
     2.2     MERGERS  AND  ACQUISITIONS.  NTX will provide assistance to CLIENT,
             --------------------------
     as  mutually agreed, in identifying merger and / or acquisition candidates,
     assisting  in any due diligence process, recommending transaction terms and
     providing  advice  and  assistance  during  negotiations,  as  needed.
     2.3     CLIENT  AND/OR  CLIENT'S  AFFILIATE TRANSACTION DUE DILIGENCE.  NTX
             -------------------------------------------------------------
     will  participate  and  assist  CLIENT  in the due diligence process, where
     possible,  on all proposed financial transactions affecting CLIENT of which
     NTX  is  notified in writing in advance, including conducting investigation
     of  and  providing  advice  on  the  financial,  valuation  and stock price
     implications  of  the  proposed  transaction(s).
     2.4     ANCILLARY  DOCUMENT  SERVICES.  If  necessary,  NTX will assist and
             -----------------------------
     cooperate  with  CLIENT  in the development, editing and production of such
     documents  as are reasonably necessary to assist in any transaction covered
     by this Agreement. However, this Agreement will not include the preparation
     or  procuring of legal documents or those documents normally prepared by an
     attorney.
     2.5     ADDITIONAL  DUTIES.  CLIENT  and  NTX  shall  mutually  agree,  in
             ------------------
     writing,  for  any  additional  duties  that  NTX may provide to CLIENT for


                                       25
<PAGE>
     compensation paid or payable by CLIENT under this Agreement. Although there
     is  no  requirement  to do so, such additional agreement(s) may be attached
     hereto  and  made  a  part  hereof  by  written  amendments to be listed as
     "Exhibits"  beginning  with  "Exhibit  A"  and  initialed  by both parties.
     2.6     STANDARD  OF PERFORMANCE. NTX shall devote such time and efforts to
             ------------------------
     the affairs of the CLIENT as is reasonably necessary to render the services
     contemplated by this Agreement. Any work or task of NTX provided for herein
     which  requires  CLIENT  to  provide  certain  information to assist NTX in
     completion of the work shall be excused (without effect upon any obligation
     of CLIENT) until such time as CLIENT has fully provided all information and
     cooperation  necessary  for  NTX  to complete the work. The services of NTX
     shall not include the rendering of any legal opinions or the performance of
     any  work that is in the ordinary purview of a certified public accountant,
     or  other  licensed professional. NTX cannot guarantee results on behalf of
     CLIENT,  but  shall  use  commercially  reasonable efforts in providing the
     services  listed  above.  If  an  interest is communicated to NTX regarding
     satisfying  all  or  part  of  CLIENT's  business  and  corporate strategic
     planning  needs,  NTX shall notify CLIENT and advise it as to the source of
     such  interest  and  any  terms  and  conditions  of  such  interest.
     2.7     NON-GUARANTEE.  NTX  MAKES  NO  GUARANTEE  THAT NTX WILL BE ABLE TO
             -------------
     SUCCESSFULLY LOCATE A MERGER OR ACQUISITION TARGET AND IN TURN CONSUMMATE A
     MERGER  OR  ACQUISITION TRANSACTION FOR CLIENT, OR TO SUCCESSFULLY COMPLETE
     SUCH  A TRANSACTION WITHIN CLIENT'S DESIRED TIME FRAME. NEITHER ANYTHING IN
     THIS AGREEMENT TO THE CONTRARY NOR THE PAYMENT OF DEPOSITS TO NTX BY CLIENT
     PURSUANT  TO  FEE  AGREEMENTS FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE
     CONSTRUED AS ANY SUCH GUARANTEE. ANY COMMENTS MADE REGARDING POTENTIAL TIME
     FRAMES  OR  ANYTHING  THAT  PERTAINS  TO  THE OUTCOME OF CLIENT'S NEEDS ARE
     EXPRESSIONS  OF  OPINION  ONLY,  AND  FOR  PURPOSES  OF  THIS AGREEMENT ARE
     SPECIFICALLY  DISAVOWED.
     3.     COMPENSATION  TO  NTX.
            ---------------------
     3.1     ISSUANCE  OF  SHARES FOR ENTERING INTO AGREEMENT.  As consideration
             ------------------------------------------------
     for  NTX  entering  into  this  Agreement, Client agrees to cause 8,000,000
     shares  of  its  common  stock,  par value $.001 per share, to be issued in
     amounts  of  4,000,000  shares to George R. Lefevre and 4,000,000 shares to
     Scott  Absher,  affiliates  of  NTX. When issued, said shares shall be free
     trading shares, registered with the U.S. Securities and Exchange Commission
     on  its  Form S-8 or similar registration. The registration and issuance of
     said  shares  shall  take  place  by  no  later  than 15 days following the
     execution  and  delivery  of  this  Agreement,  and all costs in connection
     therewith  shall  be  borne  by  Client.

     NOTE:  NTX  SHALL  HAVE  NO  OBLIGATION  TO PERFORM ANY DUTIES PROVIDED FOR
     HEREIN IF PAYMENT [CASH AND/OR STOCK] IS NOT RECEIVED BY NTX WITHIN 15 DAYS
     OF  MUTUAL  EXECUTION  OF THIS AGREEMENT BY THE PARTIES. IN ADDITION, NTX'S
     OBLIGATIONS  UNDER  THIS  AGREEMENT SHALL BE SUSPENDED IF ANY PAYMENT OWING
     HEREUNDER  IS  MORE  THAN  FIFTEEN  (15)  DAYS DELINQUENT. FURTHERMORE, THE
     RECEIPT  OF  ANY  FEES  DUE TO NTX UPON EXECUTION OF THIS AGREEMENT ARE NOT
     CONTINGENT  UPON  ANY  PRIOR PERFORMANCE OF ANY DUTIES WHATSOEVER DESCRIBED
     WITHIN  THIS  AGREEMENT.

     3.2     FEES FOR MERGER/ACQUISITION.  In the event that NTX, assists CLIENT
             ---------------------------
     and  /  or  introduces  CLIENT  (or a CLIENT affiliate) to any third party,
     merger  partner(s) or joint venture(s) who then enters into a merger, joint
     venture  or  similar  agreement  with  CLIENT or CLIENT's affiliate, CLIENT


                                       26
<PAGE>
     hereby  agrees  to pay NTX advisory fees pursuant to the following schedule
     which  are  based  on the aggregate amount of such merger, joint venture or
     similar  agreement  with  CLIENT  or  CLIENT's affiliate. Advisory fees are
     deemed  earned  and  shall  be  due  and  payable at the first close of the
     transaction,  however,  in  certain  circumstances when payment of advisory
     fees  at closing is not possible, within 24 hours after CLIENT has received
     the  proceeds  of  such  investment.  This  provision  shall  survive  this
     Agreement  for a period of one year after termination or expiration of this
     Agreement.  In other words, the advisory fee shall be deemed earned and due
     and payable for any funding, underwriting, merger, joint venture or similar
     transaction  which  first  closes  within  a  year  of  the  termination or
     expiration  of  this  Agreement as a result of an introduction as set forth
     above.
     MERGER/ACQUISITION.  For  a  merger/acquisition entered into by CLIENT as a
     -------------------
     result of the efforts of, or an introduction by NTX during the term of this
     Agreement, Client shall pay NTX, ten (10) percent of the total value of the
     transaction. For a merger/acquisition entered into by CLIENT as a result of
     the  efforts  of NTX and the introduction by CLIENT during the term of this
     Agreement,  Client  shall  pay NTX, eight (8) percent of the total value of
     the  transaction. Such percentage(s) shall be paid to NTX in the same ratio
     of  cash  and  /  or  stock  as  the  transaction.

3.3  EXPENSES.  CLIENT  shall reimburse NTX for  reasonable expenses incurred in
     --------
     performing  its  duties  pursuant  to  this  Agreement (including printing,
     postage,  express  mail,  photo  reproduction,  travel,  lodging,  and long
     distance telephone and facsimile charges); provided, however, that NTX must
     receive  prior  written  approval  from CLIENT for any expenses over $ 500.
     Such  reimbursement  shall  be  payable  within 7 seven days after CLIENT's
     receipt  of  NTX  invoice  for  same.

     3.4  ADDITIONAL  FEES.  CLIENT  and  NTX  shall  mutually  agree  upon  any
          ----------------
     additional  fees that CLIENT may pay in the future for services rendered by
     NTX  under this Agreement. Such additional agreement(s) may, although there
     is  no  requirement  to do so, be attached hereto and made a part hereof as
     Exhibits  beginning  with  Exhibit  A.
4.   INDEMNIFICATION.  The  CLIENT  agrees to  indemnify  and hold harmless NTX,
     ---------------
     each of its officers, directors, employees and shareholders against any and
     all  liability,  loss  and  costs,  expenses  or damages, including but not
     limited  to,  any  and  all  expenses  whatsoever  reasonably  incurred  in
     investigating,  preparing or defending against any litigation, commenced or
     threatened,  or  any  claim whatsoever or howsoever caused by reason of any
     injury  (whether  to  body,  property,  personal  or  business character or
     reputation)  sustained  by any person or to any person or property, arising
     out  of  any  act,  failure  to  act, neglect, any untrue or alleged untrue
     statement  of  a  material  fact  or failure to state a material fact which
     thereby  makes  a  statement  false  or  misleading,  or  any breach of any
     material  representation,  warranty  or  covenant  by  CLIENT or any of its
     agents,  employees, or other representatives. Nothing herein is intended to
     nor  shall  it relieve either party from liability for its own willful act,
     omission or negligence. All remedies provided by law, or in equity shall be
     cumulative  and  not  in  the  alternative.

5.   CONFIDENTIALITY.
     ----------------
     5.1     NTX  and  CLIENT  each  agree  to  keep  confidential  and  provide
     reasonable security measures to keep confidential information where release
     may  be  detrimental to their respective business interests. NTX and CLIENT
     shall  each  require  their employees, agents, affiliates, other licensees,


                                       27
<PAGE>
     and  others  who will have access to the information through NTX and CLIENT
     respectively,  to  first  enter  appropriate  non-disclosure  Agreements
     requiring the confidentiality contemplated by this Agreement in perpetuity.
     5.2     NTX  will  not, either during its engagement by the CLIENT pursuant
     to  this  Agreement  or at any time thereafter, disclose, use or make known
     for  its  or  another's benefit any confidential information, knowledge, or
     data  of the CLIENT or any of its affiliates in any way acquired or used by
     NTX  during  its  engagement  by  the  CLIENT.  Confidential  information,
     knowledge  or  data  of the CLIENT and its affiliates shall not include any
     information  that  is,  or  becomes generally available to the public other
     than  as  a  result  of  a  disclosure  by  NTX  or  its  representatives.

6.   MISCELLANEOUS  PROVISIONS.
     -------------------------
     6.1     AMENDMENT  AND  MODIFICATION.  This  Agreement  may  be  amended,
             ----------------------------
     modified  and  supplemented  only  by  written agreement of NTX and CLIENT.
     6.2     ASSIGNMENT.  This  Agreement and all of the provisions hereof shall
             ----------
     be  binding  upon  and inure to the benefit of the parties hereto and their
     respective  successors  and  permitted  assigns.  The obligations of either
     party  hereunder  cannot be assigned without the express written consent of
     the  other  party.
     6.3     GOVERNING LAW; VENUE.  This Agreement and the legal relations among
             --------------------
     the  parties  hereto  shall be governed by and construed in accordance with
     the  laws of the State of California, without regard to its conflict of law
     doctrine.  CLIENT and NTX agree that if any action is instituted to enforce
     or  interpret  any  provision of this Agreement, the jurisdiction and venue
     shall  be  Orange  County,  California.
     6.4     ATTORNEYS'  FEES  AND COSTS.  If any action is necessary to enforce
             ---------------------------
     and collect upon the terms of this Agreement, the prevailing party shall be
     entitled  to reasonable attorneys' fees and costs, in addition to any other
     relief  to  which  that  party  may  be  entitled.  This provision shall be
     construed  as  applicable  to  the  entire  Agreement.
     6.5     SURVIVABILITY.   If  any part of this Agreement is found, or deemed
             -------------
     by  a court of competent jurisdiction, to be invalid or unenforceable, that
     part  shall  be  severable  from  the  remainder  of  the  Agreement.
7.   ARBITRATION.  ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN CLIENT,
     -----------
     NTX  OR ANY OF THEIR OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES, ATTORNEYS,
     ACCOUNTANTS,  AGENTS  OR  EMPLOYEES,  OR  ANY  CUSTOMER  OR OTHER PERSON OR
     ENTITY,  ARISING  OUT  OF,  IN  CONNECTION  WITH  OR  AS  A  RESULT OF THIS
     AGREEMENT,  SHALL  BE  RESOLVED  THROUGH  ARBITRATION  RATHER  THAN THROUGH
     LITIGATION. WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE UNDERSIGNED
     HEREBY  ACKNOWLEDGE  AND  AGREE  THAT:

     A.     ARBITRATION  IS  FINAL  AND  BINDING  ON  THE  PARTIES;
     B.     THE  PARTIES  ARE  WAIVING  THEIR  RIGHT  TO  SEEK  REMEDY IN COURT,
     INCLUDING  THEIR  RIGHT  TO  JURY  TRIAL;
     C.     PRE-ARBITRATION  DISCOVERY  IS  GENERALLY MORE LIMITED AND DIFFERENT
     FROM  COURT  PROCEEDING;
     D.     THE  ARBITRATOR'S  AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS
     OR  LEGAL REASONING AND ANY PARTY'S RIGHT OF APPEAL OR TO SEEK MODIFICATION
     OF  RULING  BY  THE  ARBITRATORS  IS  STRICTLY  LIMITED;
     E.     THIS  ARBITRATION  PROVISION IS SPECIFICALLY INTENDED TO INCLUDE ANY
     AND  ALL  STATUTORY  CLAIMS  WHICH  MIGHT  BE  ASSERTED  BY  ANY  PARTY;
     F.     EACH PARTY HEREBY AGREES TO SUBMIT THE DISPUTE FOR RESOLUTION TO THE
     AMERICAN  ARBITRATION ASSOCIATION, IN ORANGE COUNTY, CALIFORNIA WITHIN FIVE
     (5) DAYS AFTER RECEIVING A WRITTEN REQUEST TO DO SO FROM THE OTHER PARTY;


                                       28
<PAGE>
     G.     IF  EITHER  PARTY  FAILS  TO  SUBMIT  THE  DISPUTE TO ARBITRATION ON
     REQUEST,  THEN THE REQUESTING PARTY MAY COMMENCE AN ARBITRATION PROCEEDING,
     BUT  IS  UNDER  NO  OBLIGATION  TO  DO  SO;
     H.     ANY  HEARING  SCHEDULED AFTER AN ARBITRATION IS INITIATED SHALL TAKE
     PLACE  IN  ORANGE  COUNTY,  CALIFORNIA;
     I.     IF EITHER PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT TO
     RESIST  ARBITRATION  AND  BE UNSUCCESSFUL IN RESISTING ARBITRATION OR SHALL
     UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANY ARBITRATION FORUM LOCATED IN
     ORANGE  COUNTY,  CALIFORNIA,  OVER  ANY MATTER WHICH IS THE SUBJECT OF THIS
     AGREEMENT,  THE  PREVAILING  PARTY  SHALL  BE  ENTITLED TO RECOVER FROM THE
     LOSING  PARTY  ITS  LEGAL  FEES  AND ANY OUT-OF-POCKET EXPENSES INCURRED IN
     CONNECTION  WITH  THE  DEFENSE  OF  SUCH LEGAL PROCEEDING OR ITS EFFORTS TO
     ENFORCE  ITS  RIGHTS  TO  ARBITRATION  AS  PROVIDED  FOR  HEREIN;
     J.     THE  PARTIES  SHALL  ACCEPT THE DECISION OF ANY AWARD AS BEING FINAL
     AND  CONCLUSIVE  AND  AGREE  TO  ABIDE  THEREBY;
     K.     ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGMENT AND
     EXECUTION  FOR  COLLECTION.

8.   TERM/TERMINATION.  This  Agreement  is  an  agreement  for  the  term  of
     ----------------
     approximately  six (6) months  ending  April 10, 2002.


9.   NON  CIRCUMVENTION.  In  and  for  valuable  consideration,  CLIENT  hereby
     ------------------
     agrees  that  NTX  may  introduce (whether by written, oral, data, or other
     form  of  communication)  CLIENT  to  one or more opportunities, including,
     without  limitation,  natural  persons,  corporations,  limited  liability
     companies,  partnerships,  unincorporated  businesses, sole proprietorships
     and  similar  entities (hereinafter an "Opportunity" or ""Opportunities"").
     CLIENT  further  acknowledges  and  agrees that the identity of the subject
     Opportunities,  and  all  other  information  concerning  an  Opportunity
     (including  without  limitation,  all  mailing  information,  phone and fax
     numbers,  email  addresses  and  other  contact  information)  introduced
     hereunder are the property of NTX, and shall be treated as confidential and
     proprietary  information  by  CLIENT,  it  affiliates, officers, directors,
     shareholders,  employees,  agents, representatives, successors and assigns.
     CLIENT  shall  not  use  such  information,  except  in  the context of any
     arrangement  with  NTX  in which NTX is directly and actively involved, and
     never  without  NTX's  prior  written  approval. CLIENT further agrees that
     neither  it  nor its employees, affiliates or assigns, shall enter into, or
     otherwise  arrange  (either  for  it/him/herself,  or  any  other person or
     entity)  any  business  relationship,  contact  any  person  regarding such
     Opportunity,  either  directly  or indirectly, or any of its affiliates, or
     accept any compensation or advantage in relation to such Opportunity except
     as  directly  though NTX, without the prior written approval of NTX. NTX is
     relying  on  CLIENT's assent to these terms and their intent to be bound by
     the terms by evidence of their signature. Without CLIENT's signed assent to
     these  terms,  NTX  would  not  introduce  any  Opportunity or disclose any
     confidential  information  to  CLIENT  as  herein  described.  This  non
     circumvention  provision  shall  remain in effect for a period of 24 months
     following  the  initiation  of  this  agreement.

                            (SIGNATURE PAGE FOLLOWS)


                                       29
<PAGE>
IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be duly
executed,  all  as  of  the  day  and  year  first  above  written.



IMAGING TECHNOLOGIES, INC. ( ITEC )


Print  Name:         Brian  Boner

Sign  Name:          /s/  Brian  Bonar
                     -------------------------------

Title:               Chairman  &  CEO

Date:
                     -------------------------------
Address:             15175  Innovation  Drive
                     San  Diego,  CA  92128


NEOTACTIX, INC. ( NTX)

Print  Name:         Scott  W.  Absher

Sign  Name:          /s/  Scott  W.  Absher
                     -------------------------------

Title:               Managing  Partner

Date:                -------------------------------

Address:             28202  Cabot  Road  Suite  300
                     Laguna  Niguel,  CA  92677


                                       30
<PAGE>
                                                                  Exhibit 4.1(g)


                          BUSINESS CONSULTING AGREEMENT



This Agreement (the "Agreement") is dated November 1, 2001and is entered into by
and  between    IMAGING  TECHNOLOGIES  CORPORATION,  INC. (hereinafter "ITEC" or
"CLIENT")  and  GEORGE  R.  LEFEVRE  OF  NEOTACTIX,INC.  (hereinafter  "NTX").

1.   CONDITIONS.  This  Agreement  will  not  take  effect, and NTX will have no
     -----------
     obligation  to  provide  any  service  whatsoever,  unless and until CLIENT
     returns a signed copy of this Agreement to NTX (either by mail or facsimile
     copy).  In  addition,  CLIENT  shall  be truthful with NTX in regard to any
     relevant  or material information provided by CLIENT, verbally or otherwise
     which refers, relates, or otherwise pertains to the CLIENT's business, this
     Agreement  or  any  other  relevant  transaction. Breach of either of these
     conditions  shall  be  considered  a material breach and will automatically
     grant  NTX  the right to terminate this Agreement and all moneys, and other
     forms  of  compensation, paid or owing as of the date of termination by NTX
     shall  be  forfeited  without  further  notice.
     Upon execution of this Agreement, CLIENT agrees to fully cooperate with NTX
     in  carrying  out  the purposes of this Agreement, keep NTX informed of any
     developments  of  importance  pertaining  to CLIENT's business and abide by
     this  Agreement  in  its  entirety.


                                       31
<PAGE>
2.   SCOPE  AND  DUTIES.  During  the term of this Agreement, NTX will perform
     -------------------
     the  following  services  for  CLIENT:
     2.1     ADVICE  AND COUNSEL.  NTX will provide advice and counsel regarding
             -------------------
     CLIENT's strategic business plans, strategy and negotiations with potential
     business  strategic  partnering,  corporate  planning  and or other general
     business  consulting  needs  as  expressed  by  CLIENT.
     2.2     MERGERS  AND  ACQUISITIONS.  NTX will provide assistance to CLIENT,
             --------------------------
     as  mutually agreed, in identifying merger and / or acquisition candidates,
     assisting  in any due diligence process, recommending transaction terms and
     providing  advice  and  assistance  during  negotiations,  as  needed.
     2.3     CLIENT  AND/OR  CLIENT'S  AFFILIATE TRANSACTION DUE DILIGENCE.  NTX
             -------------------------------------------------------------
     will  participate  and  assist  CLIENT  in the due diligence process, where
     possible,  on all proposed financial transactions affecting CLIENT of which
     NTX  is  notified in writing in advance, including conducting investigation
     of  and  providing  advice  on  the  financial,  valuation  and stock price
     implications  of  the  proposed  transaction(s).
     2.4     ANCILLARY  DOCUMENT  SERVICES.  If  necessary,  NTX will assist and
             -----------------------------
     cooperate  with  CLIENT  in the development, editing and production of such
     documents  as are reasonably necessary to assist in any transaction covered
     by this Agreement. However, this Agreement will not include the preparation
     or  procuring of legal documents or those documents normally prepared by an
     attorney.
     2.5     ADDITIONAL  DUTIES.  CLIENT  and  NTX  shall  mutually  agree,  in
             ------------------
     writing,  for  any  additional  duties  that  NTX may provide to CLIENT for
     compensation paid or payable by CLIENT under this Agreement. Although there
     is  no  requirement  to do so, such additional agreement(s) may be attached
     hereto  and  made  a  part  hereof  by  written  amendments to be listed as
     "Exhibits"  beginning  with  "Exhibit  A"  and  initialed  by both parties.
     2.6     STANDARD  OF PERFORMANCE. NTX shall devote such time and efforts to
             ------------------------
     the affairs of the CLIENT as is reasonably necessary to render the services
     contemplated by this Agreement. Any work or task of NTX provided for herein
     which  requires  CLIENT  to  provide  certain  information to assist NTX in
     completion of the work shall be excused (without effect upon any obligation
     of CLIENT) until such time as CLIENT has fully provided all information and
     cooperation  necessary  for  NTX  to complete the work. The services of NTX
     shall not include the rendering of any legal opinions or the performance of
     any  work that is in the ordinary purview of a certified public accountant,
     or  other  licensed professional. NTX cannot guarantee results on behalf of
     CLIENT,  but  shall  use  commercially  reasonable efforts in providing the
     services  listed  above.  If  an  interest is communicated to NTX regarding
     satisfying  all  or  part  of  CLIENT's  business  and  corporate strategic
     planning  needs,  NTX shall notify CLIENT and advise it as to the source of
     such  interest  and  any  terms  and  conditions  of  such  interest.
     2.7     NON-GUARANTEE.  NTX  MAKES  NO  GUARANTEE  THAT NTX WILL BE ABLE TO
             -------------
     SUCCESSFULLY LOCATE A MERGER OR ACQUISITION TARGET AND IN TURN CONSUMMATE A
     MERGER  OR  ACQUISITION TRANSACTION FOR CLIENT, OR TO SUCCESSFULLY COMPLETE
     SUCH  A TRANSACTION WITHIN CLIENT'S DESIRED TIME FRAME. NEITHER ANYTHING IN
     THIS AGREEMENT TO THE CONTRARY NOR THE PAYMENT OF DEPOSITS TO NTX BY CLIENT
     PURSUANT  TO  FEE  AGREEMENTS FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE
     CONSTRUED AS ANY SUCH GUARANTEE. ANY COMMENTS MADE REGARDING POTENTIAL TIME
     FRAMES  OR  ANYTHING  THAT  PERTAINS  TO  THE OUTCOME OF CLIENT'S NEEDS ARE
     EXPRESSIONS  OF  OPINION  ONLY,  AND  FOR  PURPOSES  OF  THIS AGREEMENT ARE
     SPECIFICALLY  DISAVOWED.


                                       32
<PAGE>
     3.      COMPENSATION  TO NTX.
             ---------------------
     3.1     ISSUANCE  OF  SHARES FOR ENTERING INTO AGREEMENT.  As consideration
             ------------------------------------------------
     for  NTX  entering  into  this  Agreement, Client agrees to cause 8,000,000
     shares  of  its  common  stock,  par value $.001 per share, to be issued in
     amounts  of  4,000,000  shares to George R. Lefevre and 4,000,000 shares to
     Scott  Absher,  affiliates  of  NTX. When issued, said shares shall be free
     trading shares, registered with the U.S. Securities and Exchange Commission
     on  its  Form S-8 or similar registration. The registration and issuance of
     said  shares  shall  take  place  by  no  later  than 15 days following the
     execution  and  delivery  of  this  Agreement,  and all costs in connection
     therewith  shall  be  borne  by  Client.

     NOTE:  NTX  SHALL  HAVE  NO  OBLIGATION  TO PERFORM ANY DUTIES PROVIDED FOR
     HEREIN IF PAYMENT [CASH AND/OR STOCK] IS NOT RECEIVED BY NTX WITHIN 15 DAYS
     OF  MUTUAL  EXECUTION  OF THIS AGREEMENT BY THE PARTIES. IN ADDITION, NTX'S
     OBLIGATIONS  UNDER  THIS  AGREEMENT SHALL BE SUSPENDED IF ANY PAYMENT OWING
     HEREUNDER  IS  MORE  THAN  FIFTEEN  (15)  DAYS DELINQUENT. FURTHERMORE, THE
     RECEIPT  OF  ANY  FEES  DUE TO NTX UPON EXECUTION OF THIS AGREEMENT ARE NOT
     CONTINGENT  UPON  ANY  PRIOR PERFORMANCE OF ANY DUTIES WHATSOEVER DESCRIBED
     WITHIN  THIS  AGREEMENT.


     3.2     FEES FOR MERGER/ACQUISITION.  In the event that NTX, assists CLIENT
             ---------------------------
     and  /  or  introduces  CLIENT  (or a CLIENT affiliate) to any third party,
     merger  partner(s) or joint venture(s) who then enters into a merger, joint
     venture  or  similar  agreement  with  CLIENT or CLIENT's affiliate, CLIENT
     hereby  agrees  to pay NTX advisory fees pursuant to the following schedule
     which  are  based  on the aggregate amount of such merger, joint venture or
     similar  agreement  with  CLIENT  or  CLIENT's affiliate. Advisory fees are
     deemed  earned  and  shall  be  due  and  payable at the first close of the
     transaction,  however,  in  certain  circumstances when payment of advisory
     fees  at closing is not possible, within 24 hours after CLIENT has received
     the  proceeds  of  such  investment.  This  provision  shall  survive  this
     Agreement  for a period of one year after termination or expiration of this
     Agreement.  In other words, the advisory fee shall be deemed earned and due
     and payable for any funding, underwriting, merger, joint venture or similar
     transaction  which  first  closes  within  a  year  of  the  termination or
     expiration  of  this  Agreement as a result of an introduction as set forth
     above.
     MERGER/ACQUISITION.  For  a  merger/acquisition entered into by CLIENT as a
     -------------------
     result of the efforts of, or an introduction by NTX during the term of this
     Agreement, Client shall pay NTX, ten (10) percent of the total value of the
     transaction. For a merger/acquisition entered into by CLIENT as a result of
     the  efforts  of NTX and the introduction by CLIENT during the term of this
     Agreement,  Client  shall  pay NTX, eight (8) percent of the total value of
     the  transaction. Such percentage(s) shall be paid to NTX in the same ratio
     of  cash  and  /  or  stock  as  the  transaction.

3.4  EXPENSES.  CLIENT  shall  reimburse NTX for reasonable expenses incurred in
     --------
     performing  its  duties  pursuant  to  this  Agreement (including printing,
     postage,  express  mail,  photo  reproduction,  travel,  lodging,  and long
     distance telephone and facsimile charges); provided, however, that NTX must
     receive  prior  written  approval  from CLIENT for any expenses over $ 500.
     Such  reimbursement  shall  be  payable  within 7 seven days after CLIENT's
     receipt  of  NTX  invoice  for  same.


                                       33
<PAGE>
     3.4     ADDITIONAL  FEES.  CLIENT  and  NTX  shall  mutually agree upon any
             ----------------
     additional  fees that CLIENT may pay in the future for services rendered by
     NTX  under this Agreement. Such additional agreement(s) may, although there
     is  no  requirement  to do so, be attached hereto and made a part hereof as
     Exhibits  beginning  with  Exhibit  A.
4.   INDEMNIFICATION.  The  CLIENT  agrees  to  indemnify and hold harmless NTX,
     ---------------
     each of its officers, directors, employees and shareholders against any and
     all  liability,  loss  and  costs,  expenses  or damages, including but not
     limited  to,  any  and  all  expenses  whatsoever  reasonably  incurred  in
     investigating,  preparing or defending against any litigation, commenced or
     threatened,  or  any  claim whatsoever or howsoever caused by reason of any
     injury  (whether  to  body,  property,  personal  or  business character or
     reputation)  sustained  by any person or to any person or property, arising
     out  of  any  act,  failure  to  act, neglect, any untrue or alleged untrue
     statement  of  a  material  fact  or failure to state a material fact which
     thereby  makes  a  statement  false  or  misleading,  or  any breach of any
     material  representation,  warranty  or  covenant  by  CLIENT or any of its
     agents,  employees, or other representatives. Nothing herein is intended to
     nor  shall  it relieve either party from liability for its own willful act,
     omission or negligence. All remedies provided by law, or in equity shall be
     cumulative  and  not  in  the  alternative.

5.   CONFIDENTIALITY.
     ----------------
     5.1     NTX  and  CLIENT  each  agree  to  keep  confidential  and  provide
     reasonable security measures to keep confidential information where release
     may  be  detrimental to their respective business interests. NTX and CLIENT
     shall  each  require  their employees, agents, affiliates, other licensees,
     and  others  who will have access to the information through NTX and CLIENT
     respectively,  to  first  enter  appropriate  non-disclosure  Agreements
     requiring the confidentiality contemplated by this Agreement in perpetuity.
     5.2     NTX  will  not, either during its engagement by the CLIENT pursuant
     to  this  Agreement  or at any time thereafter, disclose, use or make known
     for  its  or  another's benefit any confidential information, knowledge, or
     data  of the CLIENT or any of its affiliates in any way acquired or used by
     NTX  during  its  engagement  by  the  CLIENT.  Confidential  information,
     knowledge  or  data  of the CLIENT and its affiliates shall not include any
     information  that  is,  or  becomes generally available to the public other
     than  as  a  result  of  a  disclosure  by  NTX  or  its  representatives.
6.   MISCELLANEOUS  PROVISIONS.
     -------------------------
     6.1     AMENDMENT  AND  MODIFICATION.  This  Agreement  may  be  amended,
             ----------------------------
     modified and supplemented only by written agreement of NTX and CLIENT.
     6.2     ASSIGNMENT.  This  Agreement and all of the provisions hereof shall
             ----------
     be  binding  upon  and inure to the benefit of the parties hereto and their
     respective  successors  and  permitted  assigns.  The obligations of either
     party  hereunder  cannot be assigned without the express written consent of
     the  other  party.
     6.3     GOVERNING LAW; VENUE.  This Agreement and the legal relations among
             --------------------
     the  parties  hereto  shall be governed by and construed in accordance with
     the  laws of the State of California, without regard to its conflict of law
     doctrine.  CLIENT and NTX agree that if any action is instituted to enforce
     or  interpret  any  provision of this Agreement, the jurisdiction and venue
     shall  be  Orange  County,  California.
     6.4     ATTORNEYS'  FEES  AND COSTS.  If any action is necessary to enforce
             ---------------------------
     and collect upon the terms of this Agreement, the prevailing party shall be
     entitled  to reasonable attorneys' fees and costs, in addition to any other
     relief  to  which  that  party  may  be  entitled.  This provision shall be
     construed  as  applicable  to  the  entire  Agreement.


                                       34
<PAGE>
     6.5     SURVIVABILITY.   If  any part of this Agreement is found, or deemed
             -------------
     by  a court of competent jurisdiction, to be invalid or unenforceable, that
     part  shall  be  severable  from  the  remainder  of  the  Agreement.
7.   ARBITRATION.  ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN CLIENT,
     -----------
     NTX  OR ANY OF THEIR OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES, ATTORNEYS,
     ACCOUNTANTS,  AGENTS  OR  EMPLOYEES,  OR  ANY  CUSTOMER  OR OTHER PERSON OR
     ENTITY,  ARISING  OUT  OF,  IN  CONNECTION  WITH  OR  AS  A  RESULT OF THIS
     AGREEMENT,  SHALL  BE  RESOLVED  THROUGH  ARBITRATION  RATHER  THAN THROUGH
     LITIGATION. WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE UNDERSIGNED
     HEREBY  ACKNOWLEDGE  AND  AGREE  THAT:

     B.     ARBITRATION  IS  FINAL  AND  BINDING  ON  THE  PARTIES;
     B.     THE  PARTIES  ARE  WAIVING THEIR RIGHT TO SEEK REMEDY IN COURT,
     INCLUDING  THEIR  RIGHT  TO  JURY  TRIAL;
     C.     PRE-ARBITRATION  DISCOVERY  IS  GENERALLY MORE LIMITED AND DIFFERENT
     FROM  COURT  PROCEEDING;
     D.     THE  ARBITRATOR'S  AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS
     OR  LEGAL REASONING AND ANY PARTY'S RIGHT OF APPEAL OR TO SEEK MODIFICATION
     OF  RULING  BY  THE  ARBITRATORS  IS  STRICTLY  LIMITED;
     E.     THIS  ARBITRATION  PROVISION IS SPECIFICALLY INTENDED TO INCLUDE ANY
     AND  ALL  STATUTORY  CLAIMS  WHICH  MIGHT  BE  ASSERTED  BY  ANY  PARTY;
     F.     EACH PARTY HEREBY AGREES TO SUBMIT THE DISPUTE FOR RESOLUTION TO THE
     AMERICAN  ARBITRATION ASSOCIATION, IN ORANGE COUNTY, CALIFORNIA WITHIN FIVE
     (5)  DAYS  AFTER RECEIVING A WRITTEN REQUEST TO DO SO FROM THE OTHER PARTY;
     G.     IF  EITHER  PARTY  FAILS  TO  SUBMIT  THE  DISPUTE TO ARBITRATION ON
     REQUEST,  THEN THE REQUESTING PARTY MAY COMMENCE AN ARBITRATION PROCEEDING,
     BUT  IS  UNDER  NO  OBLIGATION  TO  DO  SO;
     H.     ANY  HEARING  SCHEDULED AFTER AN ARBITRATION IS INITIATED SHALL TAKE
     PLACE  IN  ORANGE  COUNTY,  CALIFORNIA;
     I.     IF EITHER PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT TO
     RESIST  ARBITRATION  AND  BE UNSUCCESSFUL IN RESISTING ARBITRATION OR SHALL
     UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANY ARBITRATION FORUM LOCATED IN
     ORANGE  COUNTY,  CALIFORNIA,  OVER  ANY MATTER WHICH IS THE SUBJECT OF THIS
     AGREEMENT,  THE  PREVAILING  PARTY  SHALL  BE  ENTITLED TO RECOVER FROM THE
     LOSING  PARTY  ITS  LEGAL  FEES  AND ANY OUT-OF-POCKET EXPENSES INCURRED IN
     CONNECTION  WITH  THE  DEFENSE  OF  SUCH LEGAL PROCEEDING OR ITS EFFORTS TO
     ENFORCE  ITS  RIGHTS  TO  ARBITRATION  AS  PROVIDED  FOR  HEREIN;
     J.     THE  PARTIES  SHALL  ACCEPT THE DECISION OF ANY AWARD AS BEING FINAL
     AND  CONCLUSIVE  AND  AGREE  TO  ABIDE  THEREBY;
     L.     ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGMENT AND
     EXECUTION  FOR  COLLECTION.

8.   TERM/TERMINATION.  This  Agreement  is  an  agreement  for  the  term  of
     ----------------
     approximately  six  (6)  months  ending  April  10,  2002.


9.   NON  CIRCUMVENTION.  In  and  for  valuable  consideration, CLIENT hereby
     ------------------
     agrees  that  NTX  may  introduce (whether by written, oral, data, or other
     form  of  communication)  CLIENT  to  one or more opportunities, including,
     without  limitation,  natural  persons,  corporations,  limited  liability
     companies,  partnerships,  unincorporated  businesses, sole proprietorships
     and  similar  entities (hereinafter an "Opportunity" or ""Opportunities"").


                                       35
<PAGE>
     CLIENT  further  acknowledges  and  agrees that the identity of the subject
     Opportunities,  and  all  other  information  concerning  an  Opportunity
     (including  without  limitation,  all  mailing  information,  phone and fax
     numbers,  email  addresses  and  other  contact  information)  introduced
     hereunder are the property of NTX, and shall be treated as confidential and
     proprietary  information  by  CLIENT,  it  affiliates, officers, directors,
     shareholders,  employees,  agents, representatives, successors and assigns.
     CLIENT  shall  not  use  such  information,  except  in  the context of any
     arrangement  with  NTX  in which NTX is directly and actively involved, and
     never  without  NTX's  prior  written  approval. CLIENT further agrees that
     neither  it  nor its employees, affiliates or assigns, shall enter into, or
     otherwise  arrange  (either  for  it/him/herself,  or  any  other person or
     entity)  any  business  relationship,  contact  any  person  regarding such
     Opportunity,  either  directly  or indirectly, or any of its affiliates, or
     accept any compensation or advantage in relation to such Opportunity except
     as  directly  though NTX, without the prior written approval of NTX. NTX is
     relying  on  CLIENT's assent to these terms and their intent to be bound by
     the terms by evidence of their signature. Without CLIENT's signed assent to
     these  terms,  NTX  would  not  introduce  any  Opportunity or disclose any
     confidential  information  to  CLIENT  as  herein  described.  This  non
     circumvention  provision  shall  remain in effect for a period of 24 months
     following  the  initiation  of  this  agreement.

                            (SIGNATURE PAGE FOLLOWS)



IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be duly
executed,  all  as  of  the  day  and  year  first  above  written.

IMAGING TECHNOLOGIES, INC. ( ITEC )


Print  Name:         Brian  Boner

Sign  Name:          /s/  Brian  bonar
                     -------------------------------

Title:               Chairman  &  CEO

Date:
                     -------------------------------
Address:             15175  Innovation  Drive
                     San  Diego,  CA  92128


                                       36
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NEOTACTIX, INC. ( NTX)

Print  Name:         George R. Lefevre

Sign  Name:          /s/  George R. Lefevre
                     -------------------------------

Title:               Partner

Date:
                     -------------------------------
Address:             28202  Cabot  Road  Suite  300
                     Laguna  Niguel,  CA  92677


                                       37
<PAGE>