Exhibit 4.3

                              CONSULTING AGREEMENT

     AGREEMENT,  effective  as  of  the  1st  day  of May, 2002, between Imaging
Technologies  Corporation,  a  Delaware  Corporation  (the  "Company"), of 15175
Innovation  Drive, San Diego, CA 92128 and Owen Naccarato (the "Consultant"), of
19600  Fairchild,  Suite  260,  Irvine,  California  92612.

                                   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,
Accounting  and  Legal  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.
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     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.
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     The  term  of  this  Consulting  Agreement  began  as  of  the date of this
Agreement,  and  shall  terminate  on  May 1, 2003, unless earlier terminated in
accordance with paragraph 7 herein or extended as agreed to between the parties.

     3.     SERVICES.
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     During  the  term  of  this  Agreement,  Consultant shall provide advice to
undertake  for  and  consult  with  the  Company  concerning legal and financial
matters  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
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
1,600,000  shares  of the Company's Common Stock with an exercise price at $.005
per  share,  which  option  shall  expire  on  May  1,  2003 at 5:00 P.M. P.S.T.
Consultant in providing the foregoing services, shall not be responsible for any
out-of-pocket  costs, including, without limitation, travel, lodging, telephone,
postage  and  Federal  Express  charges.

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

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

     7.     MISCELLANEOUS.
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     Termination:     This  Agreement  may  be  terminated  by either Party upon
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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
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understanding  of  the  Parties with respect to the subject matter hereof.  This
     ----
Consulting  Agreement  may  be  amended  only in writing signed by both Parties.

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

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

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

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

     Disagreements:  Any  dispute  or  other disagreement arising from or out of
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this  Consulting  Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable  in  any court having jurisdiction thereof.  Arbitration shall occur
only  in 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  Bonar____________                         /s/  _Owen Naccarato______
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Brian  Bonar                                   Owen  Naccarato
Chief  Executive  Officer