EXHIBIT 4.1(D)
                              CONSULTING AGREEMENT

     AGREEMENT,  effective  as  of  the  22nd  day  of May 2002, between Imaging
Technologies  Corporation,  a  Delaware  Corporation  (the  "Company"), of 15175
Innovation  Drive,  San Diego, CA 92128, and Fumihiko Ugajin (the "Consultant"),
of  6-10-16  Palais  Ginza  9F,  Ginza,  Chuo-ku,  Tokyo,  Japan  104-0061.

     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 international
business  matters  for  a  period  of  one  (1)  year.

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 ITEC
management.

3.     In  consideration  for  the  services  to be performed by Consultant, the
Company agrees to pay Consultant a fee of 6,250,000 shares of ITEC common stock.

4.     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.

5.     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.

6.     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.

7.     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.

8.     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.

9.     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.

10.     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.

11.     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.

12.     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.

13.     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:

FUMIIHIKO  UGAJIN

/s/  Fumihiko  Ugajin


Company:

IMAGING  TECHNOLOGIES  CORPORATION
/s/  Brian  Bonar
Chairman  and  CEO