Exhibit 4.1

                            STOCK PURCHASE AGREEMENT
                           ------------------------

     This Stock Purchase Agreement ("Agreement") is entered into this 30/th/ day
of  October,  2001 by and  between  Wall  Street  Consulting  Corp.,  a Delaware
corporation,  d/b/a Wall Street Advisors,  Inc. ("Purchaser") and Color Imaging,
Inc., a Delaware  corporation (the "Company")  (while Purchaser and the Company,
and each of them, may be referred to herein as a "Party", or collectively as the
"Parties"), with reference to the facts set forth below:

     A. Purchaser  desires to acquire from the Company,  and the Company desires
to issue  and sell to  Purchaser,  one  million  (1,000,000)  shares of one cent
($.01) par value  common  stock (the  "Shares")  of the Company in exchange  for
certain consideration, as described herein.

     B.  Purchaser agrees to file a registration statement pursuant to the
Securities Act of 1933, as amended (the "Act"), covering the resale of the
Shares by Purchaser.

     NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

                                    Section 1
                                   ---------

                               Purchase of Shares
                              ------------------

     1.1  Purchase of Shares.  At the execution of this Agreement, subject to
          ------------------
the terms, conditions,  provisions, and limitations contained in this Agreement,
the  Company  shall sell and issue to  Purchaser,  free and clear of any and all
liens and charges,  and Purchaser shall acquire from the Company, the Shares, in
exchange for the Purchase Price, as defined below.

     1.2  Purchase Price.  As consideration for the Shares, Purchaser shall pay
          --------------
to the  Company an amount  equal to Two  Million  Dollars  ($2,000,000.00)  (the
"Purchase Price"). Payment of the Purchase Price shall be made as follows:

          1.2.1  Ten Thousand Dollars ($10,000.00) in cash (the "Cash"), and

          1.2.2 a  non-assignable  recourse  promissory  note  in the  principal
amount of One Million  Nine  Hundred  Ninety  Thousand  Dollars  ($1,990,000.00)
("Note") in the form of Exhibit A attached hereto.

     1.3  Closing.  The closing of the sale of Shares (the "Closing") will take
          -------
place upon execution of this  Agreement,  unless another date or place is agreed
to in writing by the Parties hereto.

     1.4  Deliveries at the Closing.  At the Closing, (a) the Company will
          -------------------------
deliver  to  Purchaser  a copy of its  letter to the  Company's  transfer  agent
instructing  the  transfer  agent  to  issue  to  Purchaser  stock  certificates
representing  the Shares (in  denominations  as directed by Purchaser);  and (b)
Purchaser  shall pay the Purchase  Price by paying the Cash and  delivering  the
executed Note.



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     1.5  Prepayment of Note.  Notwithstanding the maturity date of the Note
          ------------------
(the "Maturity Date"), Purchaser agrees to direct all Net Proceeds from the sale
of the Shares  (including any portion  thereof),  prior to the Maturity Date, to
the Company in  prepayment  (or partial  prepayment)  of the Note.  Net Proceeds
shall mean gross  proceeds  less  commissions  and SEC (as defined  below) fees.
Purchaser  agrees  that  none of the  Shares  should  be sold for less  than Two
Dollars ($2.00) per Share (after deducting commissions and SEC fees).

     1.6  Right of Rescission.  If, for any reason, the Registration Statement
          -------------------
(as defined  below) is not  declared  effective  by the SEC (as  defined  below)
within six (6) months  after the filing  thereof,  then either  Purchaser or the
Company may rescind  this  Agreement,  in which event all of the Shares shall be
returned to the Company and the Company  shall return to Purchaser  the Cash and
the original Note marked  "cancelled",  and neither party shall have any further
rights or obligations under this Agreement.

     1.7  Warrants. If, within the ninety (90) day period immediately following
          --------
the  effectiveness of the Registration  Statement (as defined below),  Purchaser
sells any of the  Shares  and remits  the Net  Proceeds  thereof to the  Company
(which must be at least Two Dollars  ($2.00) per Share),  then the Company shall
issue to Purchaser a warrant ("Warrant") to purchase shares of the Company's one
cent ($.01) par value common stock at an exercise  price of Two Dollars  ($2.00)
per Share, in an amount equal to one (1) share for each two (2) Shares sold. The
term of the Warrant  shall be one (1) year and the shares of the  Company's  one
cent ($.01) par value common stock  underlying  the Warrant shall be included in
the Registration Statement (as defined below).

                                    Section 2
                                   ---------

                 Representations and Warranties of the Company
                 ---------------------------------------------

     As a material  inducement  to  Purchaser to enter into this  Agreement  and
purchase the Shares, the Company represents and warrants that:

     2.1  Organization and Corporate Power.
          --------------------------------

          2.1.1 The Company is a corporation duly incorporated, in good standing
and validly existing under the laws of the State of Delaware.

     2.2  Capital Stock and Related Matters.
          ---------------------------------

          2.2.1 All of the outstanding shares of the Company's capital stock are
validly issued, fully paid, and nonassessable.



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          2.2.2 The Company has, and upon purchase thereof pursuant to the terms
of this Agreement, Purchaser will have, good and marketable title to the Shares,
free  and  clear  of all  security  interests,  liens,  encumbrances,  or  other
restrictions or claims, subject only to restrictions as to marketability imposed
by securities laws.

     2.3  Authority.
          ---------

          2.3.1 The Company has the requisite  corporate  power and authority to
enter into this Agreement and consummate the transactions  contemplated thereby.
The execution and delivery of this  Agreement and other  documents has been duly
authorized by all necessary  corporate action of the Company.  The execution and
delivery of this Agreement will  constitute the valid and binding  obligation of
the Company  enforceable  against the Company  subject to bankruptcy and certain
equitable exceptions.

                                    Section 3
                                   ---------

                  Representations and Warranties of Purchaser
                  -------------------------------------------

     As a material  inducement  to the Company to enter into this  Agreement and
sell the Shares,  Purchaser  hereby  represents  and  warrants to the Company as
follows:

     3.1  Investment Representations.
          --------------------------

          3.1.1 Notwithstanding the Company's obligations pursuant to Section 5,
Purchaser  understands  that the Shares to be purchased have not been registered
under the Act, or under state securities law.

          3.1.2  Purchaser  understands  that the  Shares  cannot be resold in a
transaction  to  which  the Act and  state  securities  laws  apply  unless  (i)
subsequently  registered  under the Act and applicable  state securities laws or
(ii) exemptions from such registrations are available. Purchaser is aware of the
provisions of Rule 144 promulgated  under the Act which permit limited resale of
shares purchased in a private transaction subject to the satisfaction of certain
conditions.

          3.1.3  During  the  course  of  the  negotiation  of  this  Agreement,
Purchaser has reviewed all information provided to it by the Company and has had
the opportunity to ask questions of and receive answers from  representatives of
the Company concerning the Company,  the securities offered and sold hereby, and
to obtain certain additional information requested by Purchaser.

          3.1.4  Purchaser is an accredited investor.



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     3.2  Non-Investment Representations.
          ------------------------------

          3.2.1 Purchaser is a corporation duly  incorporated,  in good standing
and validly existing under the laws of the State of California.

          3.2.2  Purchaser  has the requisite  corporate  power and authority to
enter into the Agreement and consummate the transactions  contemplated  thereby.
The execution  and delivery of the  Agreement and other  documents has been duly
authorized by all  necessary  corporate  action of Purchaser.  The execution and
delivery of the Agreement will  constitute  the valid and binding  obligation of
Purchaser  enforceable  against  Purchaser  subject to  bankruptcy  and  certain
equitable exceptions.

                                    Section 4
                                   ---------

                               Registration Rights
                              -------------------

     4.1  Registration Rights Generally.   The Company agrees to use its best
          -----------------------------
efforts  to  file  a  registration   statement  under  the  Act   ("Registration
Statement"),  covering the Shares  within sixty (60) days from the  execution of
this Agreement.

     4.2  Registration Procedures. In filing the Registration Statement covering
          -----------------------
the Shares with the Securities and Exchange Commission ("SEC"), the Company
shall:

          4.2.1 Prepare and file with the SEC a Registration  Statement relating
to the  registration on any appropriate  form under the Act, which form shall be
available for the sale of the Shares in accordance  with the intended  method of
distribution  thereof,  and use its  best  efforts  to cause  such  Registration
Statement  to become  effective;  provided  that  before  filing a  Registration
Statement or Prospectus  or any  amendments or  supplements  thereto,  including
documents incorporated by reference after the initial filing of any Registration
Statement,  the  Company  will  furnish  to  Purchaser,  any  copies of all such
documents provided to be filed, which documents will be subject to the review of
Purchaser;

          4.2.2  Prepare  and  file  with  the SEC  such  amendments  and  post-
effective  amendments to the Registration  Statement as may be necessary to keep
such  Registration  Statement  effective for a period of one (1) year; cause the
related Prospectus to be supplemented by any required Prospectus supplement, and
as so  supplemented  to be filed  pursuant to Rule 424 under the Act; and comply
with the provisions of the Act with respect to the disposition of all securities
covered by such Registration Statement during such period in accordance with the
intended  methods  of  disposition  by the  sellers  thereof  set  forth  in the
Registration Statement or supplement to such Prospectus;



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          4.2.3 Notify Purchaser promptly, and (if requested by any such person)
confirm  such  advice  in  writing,  (i)  when a  Prospectus  or any  Prospectus
supplement  or  post-effective  amendment  has  been  filed  with  respect  to a
Registration  Statement  or any  post-effective  amendments,  when  the same has
become  effective;  (ii) of any request by the SEC for amendments or supplements
to a Registration Statement or related Prospectus or any additional information;
(iii) of the issuance by the SEC of any stop order suspending the  effectiveness
of a Registration  Statement or the initiation of proceedings  for that purpose;
(iv) if any time the representations and warranties of the Company  contemplated
by this Agreement cease to be true and correct in all material respects;  (v) of
the receipt by the Company of any notification with respect to the suspension of
the  qualification  of any of the  Shares  for sale in any  jurisdiction  or the
initiation or threatening  of any  proceeding for that purpose;  and (vi) of the
happening of any event that makes any  statement of a material  fact made in the
Registration Statement, the Prospectus,  or any document incorporated therein by
reference untrue or which requires the making of any changes in the Registration
Statement or Prospectus so that they will not contain any untrue  statement of a
material fact or omit to state any material  fact required to be stated  therein
or necessary to make the statements therein not misleading;

          4.2.4 Make every  reasonable  effort to obtain the  withdrawal  of any
order suspending the effectiveness of the Registration Statement at the earliest
possible moment;

          4.2.5 Furnish to Purchaser or each person selling the Shares,  without
charge,  at least one signed copy of the  Registration  Statement  and any post-
effective amendment thereto,  including  financial  statements and schedules and
all documents incorporated by reference therein and all exhibits;

          4.2.6 Deliver to Purchaser or each person selling the Shares,  without
charge,  as many  copies  of the  Prospectus  or  Prospectuses  (including  each
preliminary  Prospectus) any amendment or supplement thereto as such persons may
reasonably  request;  the Company  consents to the use of such Prospectus or any
supplement or amendment  thereto by each of the persons  selling the Shares,  in
connection  with the offering and sale of the Shares covered by such  Prospectus
or any amendment or supplement thereto;

          4.2.7  Prior to any public  offering  of the  Shares,  cooperate  with
Purchaser,  or persons  selling  the  Shares,  and their  respective  counsel in
connection with the  registration or  qualification of such Shares for offer and
sale  under the  securities  or blue sky laws of such  jurisdictions  within the
United States as Purchaser,  or selling person  reasonably  requests in writing,
keep each such  registration or  qualification  effective  during the period the
Registration Statement is required to be kept effective and do any and all other
acts or  things  necessary  or  advisable  to  enable  the  disposition  in such
jurisdictions of the Shares covered by the applicable Registration Statement;



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          4.2.8  Cooperate  with  Purchaser  and any other  person  selling  the
Shares,  to  facilitate  the timely  preparation  and  delivery of  certificates
representing the Shares to be sold and not bearing any restrictive  legends; and
enable the Shares to be in such  denominations  and  registered in such names as
Purchaser  may  request at least  three (3)  business  days prior to any sale of
securities;

          4.2.9  Use its  best  efforts  to  cause  the  Shares  covered  by the
Registration  Statement  to  be  registered  with  or  approved  by  such  other
governmental  agencies  or  authorities  within  the  United  States  as  may be
necessary to enable the seller or sellers thereof, to consummate the disposition
of the Shares;

          4.2.10  Upon the  occurrence  of any  event  contemplated  by  Section
4.2.3(vi)  above,  prepare  a  supplement  or  post-effective  amendment  to the
Registration  Statement  or  related  Prospectus  or any  document  incorporated
therein by reference or file any other required  document so that, as thereafter
delivered to purchasers  of the Shares being sold  thereunder,  such  Prospectus
will not  contain an untrue  statement  of a material  fact or omit to state any
material fact necessary to make the statements therein not misleading;

          4.2.11 Make available for inspection by one or more representatives of
Purchaser or persons selling the Shares, and any attorney or accountant retained
by such persons, all financial and other records,  pertinent corporate documents
and properties of the Company,  and cause the Company's officers,  directors and
employees  to  supply  all   information   reasonably   requested  by  any  such
representative; and

          4.2.12  Otherwise  use its best efforts to comply with all federal and
state  rules and  regulations;  and take such action as may be  necessary  to or
advisable  to  enable  Purchaser  or  other  person  to  consummate  the sale or
disposition in such  jurisdiction or jurisdiction in which any such person shall
have requested that the Shares.

     4.3  Information and Documents.  As a condition precedent to the Company's
          -------------------------
registration obligations hereunder,  Purchaser agrees to furnish in writing such
information  as is  requested by the Company for  inclusion in the  Registration
Statement relating to the Shares and such other information and documentation as
the Company shall request. In addition, Purchaser shall execute and deliver such
agreements  and  other  documents,   including   without   limitation,   selling
shareholder  instructions,  powers-of-attorney,  and custody agreements,  as the
Company may reasonably request.

     4.4  Expenses.  All expenses incurred in connection with any registration
          --------
under this Section 4, including without limitation,  all registration and filing
fees, printing expenses, fees and disbursements to counsel for the Company, blue
sky fees and  expenses,  and  expenses  of any  special  audits  incident  to or
required  by any such  registration  are  referred  to herein  as  "Registration
Expenses."  All  selling  commissions,  if  any,  relating  to any  registration
statement referred to herein,



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are referred to as "Selling  Expenses."  The Company  will pay all  Registration
Expenses and Selling  Expenses in connection with any  registration  pursuant to
this Section 4.

     4.5  Termination of Rights.  The Company's obligations to register the
          ---------------------
Shares  pursuant to this  Section 4 shall cease and  terminate  as to the Shares
upon the  occurrence of either of the  following:  (i) the  registration  of the
Shares under the Act (but only as to the shares so registered);  or (ii) at such
time as the Shares become transferable under Rule 144 without registration under
the Act.

                                    Section 5
                                   ---------

                                 Indemnification
                                ---------------

     5.1  Indemnification and Contribution.
          --------------------------------

          5.1.1  Indemnification by the Company.  The Company shall indemnify
                 ------------------------------
and hold  harmless  Purchaser  from and against any losses,  claims,  damages or
liabilities,  joint or  several,  arising  out of,  based  upon or caused by any
untrue  statement or alleged untrue  statement of any material fact contained in
any registration statement under which such securities were registered under the
Act, or any  preliminary  prospectus,  final  prospectus  or summary  prospectus
contained  therein or any document  incorporated  therein by  reference,  or any
amendment or supplement  thereto, or arising out of, based upon or caused by any
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein  or  necessary  to make the  statements  therein in light of the
circumstances  in which  they  were  made  not  misleading  or arise  out of any
violation by the Company of any rule or regulation  promulgated under the Act or
state  securities  law  applicable  to the  Company  and  relating  to action or
inaction  required  of the  Company in  connection  with any such  registration,
except provided however,  that the indemnity agreement contained in this Section
6 shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such  settlement  if effected  without the consent of the
Company  (which  consent  shall  not be  unreasonably  withheld),  nor shall the
Company be liable in any such case for any such loss, claim,  damage,  liability
or action to the extent that it arises out of or is based upon a violation which
occurs in reliance upon and in  conformity  with written  information  furnished
expressly for use in connection with such  registration  by Purchaser,  partner,
officer,  director,  underwriter  or  controlling  person of Purchaser,  and the
Company will reimburse  Purchaser for any legal or any other expenses reasonably
incurred by them in connection  with  investigating  or defending any such loss,
claim, liability, action or proceeding.

          5.1.2  Indemnification by Purchaser.  Purchaser and any selling person
                 ----------------------------
shall  indemnify and hold harmless (in the same manner and to the same extent as
set forth in Section  5.1.1) the Company,  each  director of the  Company,  each
officer who has signed the registration statement and each other person, if any,
who controls the Company within the meaning of either



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Section 15 of the Act or Section 20 of the Securities  Exchange Act of 1934, and
any other selling person selling  securities under the  Registration  Statement,
with  respect to any  statement  or alleged  statement in or omission or alleged
omission from the Registration  Statement or any preliminary  prospectus,  final
prospectus  or  summary  prospectus  contained  therein,  or  any  amendment  or
supplement  thereto,  if, and only if, such  statement  or alleged  statement or
omission or alleged  omission was made in reliance upon and in  conformity  with
information  furnished  to the  Company  by  Purchaser  or such  selling  person
specifically for use therein.  The obligation of any selling person hereunder is
a separate  obligation of each selling person and is not a joint obligation with
any other  person and shall be limited  to an amount  equal to the net  proceeds
received by such person from the sale of securities  covered by the Registration
Statement,  unless such  liability  arises out of or is based upon such person's
willful misconduct.

          5.1.3  Indemnification Procedures.  Promptly after receipt by a person
                 --------------------------
entitled to indemnification under Section 5.1.1 and 5.1.2 above (an "Indemnified
Party") of notice of the  commencement  of any action or proceeding  involving a
claim  referred  to in the  preceding  subdivisions  of  this  Section  5,  such
Indemnified  Party shall,  if a claim in respect thereof is to be made against a
party  required  to provide  indemnification  (an  "Indemnifying  Party"),  give
written notice to the latter of the commencement of such action; provided,
                                                                 --------
however, that the failure of any Indemnified Party to give notice as provided
-------
herein  shall not relieve the  Indemnifying  Party of its  obligation  under the
preceding  subdivisions  of this  Section  5,  except  to the  extent  that  the
Indemnifying  Party is actually  prejudiced  by such failure to give notice.  In
case any such action is brought against an Indemnified  Party,  the Indemnifying
Party  shall be entitled to  participate  in and to assume the defense  thereof,
jointly with any other  Indemnifying Party similarly notified to the extent that
it may wish, with counsel reasonably satisfactory to such Indemnified Party, and
after  notice  from  the  Indemnifying  Party to such  Indemnified  Party of its
election so to assume the defense thereof,  the Indemnifying  Party shall not be
liable to such  Indemnified  Party for any legal or other expenses  subsequently
incurred  by the  latter in  connection  with the  defense  thereof  other  than
reasonable costs of investigation. In any such proceeding, any Indemnified Party
shall have the right to retain its own  counsel,  but the fees and  expenses  of
such counsel  shall be at the expense of such  Indemnified  Party unless (i) the
Indemnifying  Party and the Indemnified  Party shall have mutually agreed to the
retention  of such  counsel;  or (ii) the named  parties to any such  proceeding
(including any impleaded  parties) include both the  Indemnifying  Party and the
Indemnified  Party and  representation of both parties by the same counsel would
be, in the reasonable  judgment of the Indemnified  Party,  inappropriate due to
actual differing  interests between them. It is understood that the Indemnifying
Party shall not, in respect of the legal  expenses of any  Indemnified  Party in
connection with any proceeding or related  proceedings in the same jurisdiction,
be  liable  for (i) the fees and  expenses  of more than one  separate  firm (in
addition to any local counsel) for the Company, its directors,  its officers who
sign the  Registration  Statement  and each  person,  if any,  who  controls the
Company  within  the  meaning  of  either  such  Section;  and (ii) the fees and
expenses of more than one separate  firm (in addition to any local  counsel) for
any Indemnified Party. The Indemnifying


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Party shall not be liable for any settlement of any proceeding  effected without
its written  consent,  which consent will not be unreasonably  withheld,  but if
settled with such consent or if there be a final judgment for the plaintiff, the
Indemnifying  Party agrees to indemnify the  Indemnified  Party from and against
any loss or liability by reason of such settlement or judgment.  No Indemnifying
Party shall, without the consent of the Indemnified Party, effect the settlement
or  compromise  of,  or  consent  to entry  of any  judgment  or enter  into any
settlement with respect to, any pending or threatened action or claim in respect
of which indemnification or contribution may be sought hereunder (whether or not
the  Indemnified  Party is an actual or potential party to such action or claim)
unless such  settlement,  compromise  or judgment (A) includes an  unconditional
release of the Indemnified  Party from all liability  arising out of such action
or claim;  and (B) does not include a statement  as to or an admission of fault,
culpability or a failure to act, by or on behalf of any Indemnified Party.

          5.1.4  Other Indemnification.  Indemnification similar to that
                 ---------------------
specified in the  preceding  subdivisions  of this  Section 5 (with  appropriate
modifications)  shall be given by the  Company  and  Purchaser  or each  selling
person as to any securities included in the Registration  Statement with respect
to any required  registration  or other  qualification  of securities  under any
Federal or state law or regulation of any governmental authority, other than the
Act.

          5.1.5  Indemnification Payment.  The indemnification required by this
                 -----------------------
Section 5 shall be made by periodic  payments of the amount  thereof  during the
course of the  investigation  or  defense,  as and when  bills are  received  or
expense, loss, damage or liability is incurred.

          5.1.6  Survival of Obligations.  The obligations of the Company and of
                 -----------------------
Purchaser  or each  selling  person  under  this  Section  5 shall  survive  the
completion of any offering of the Shares in accordance  with this  Agreement and
will remain in full force and effect regardless of any investigation  made by or
on behalf of the  Indemnified  Party or any  officer,  director  or  controlling
person of such Indemnified Party.

          5.1.7  Contribution.  If the indemnification provided for in this
                 ------------
Section 5 is unavailable or insufficient to hold harmless an Indemnified  Party,
then each  Indemnifying  Party shall contribute to the amount paid or payable to
such Indemnified Party as a result of the losses, claims, damages or liabilities
referred to in this Section 5 an amount or  additional  amount,  as the case may
be, in such  proportion as is  appropriate  to reflect the relative fault of the
Indemnifying  Party or Indemnifying  Parties on the one hand and the Indemnified
Party on the other in connection with the statements or omissions which resulted
in such losses,  claims,  demands or  liabilities  as well as any other relevant
equitable considerations. With respect to contribution required pursuant to this
Section  5.1.7,  the relative  fault shall be  determined by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the  omission  or  alleged  omission  to state a  material  fact  relates  to
information supplied by the Indemnifying Party or Indemnifying Parties on


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the one hand or the Indemnified  Party on the other,  and the parties'  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such untrue statement or omission.  The amount paid to an Indemnified Party as a
result of the losses,  claims,  damages or liabilities  referred to in the first
sentence  of this  Section  5.1.7  shall be deemed to include any legal or other
expenses  reasonably  incurred  by such  Indemnified  Party in  connection  with
investigating  or  defending  any action or claim  which is the  subject of this
Section 5.  Notwithstanding the provisions of this Section 5.1.7, an indemnified
holder of the Shares shall not be required to contribute any amount in excess of
the amount by which the net proceeds to such holder of securities  from the sale
thereof exceed the amount of damages which such indemnified holder has otherwise
been required to pay pursuant to Section 5.1.1 or Section 5.1.2,  as applicable,
by reason of any untrue or  alleged  untrue  statement  or  omission  or alleged
omission. No person guilty of fraudulent misrepresentation within the meaning of
Section 11(f) of the Act shall be entitled to  contribution  from any person who
was not guilty of such fraudulent misrepresentation.

     If  indemnification  is available  under Section 5.1.1 or Section 5.1.2, an
Indemnifying  Party  shall  indemnify  an  Indemnified  Party to the full extent
provided in Section 5.1.1 or Section 5.1.2, as applicable, without regard to the
equitable considerations provided for in the immediately preceding paragraph.

                                    Section 6
                                   ---------

                            Miscellaneous Provisions
                            ------------------------

     6.1  Amendment and Modification.  Subject to applicable law, this Agreement
          --------------------------
may be amended, modified, or supplemented only by a written agreement signed by
Purchaser and the Company.

     6.2  Waiver of Compliance; Consents.
          ------------------------------

          6.2.1  Any  failure  of any  Party  to  comply  with  any  obligation,
covenant,  agreement, or condition herein may be waived by the Party entitled to
the  performance  of such  obligation,  covenant,  or  agreement  or who has the
benefit of such  condition,  but such  waiver or failure to insist  upon  strict
compliance  with such  obligation,  covenant,  agreement,  or condition will not
operate as a waiver of, or estoppel  with  respect to, any  subsequent  or other
failure.

          6.2.2  Whenever this  Agreement  requires or permits  consent by or on
behalf of any Party  hereto,  such consent will be given in a manner  consistent
with the requirements for a waiver of compliance as set forth above.


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     6.3  Notices.  All notices, requests, demands, and other communications
          -------
required or  permitted  hereunder  will be in writing and will be deemed to have
been duly given when  delivered  by hand or two (2) days after  being  mailed by
certified or registered mail, return receipt requested,  with postage prepaid or
upon transmission by means of electronic or facsimile transmission with the date
and time of such  transmission  determined as the later of (i) the date and time
of the electronic  recording stamp affixed by the recipients device; or (ii) the
date and time of any electronic recording stamp affixed by the senders device.

          If to Purchaser:

          Amerivet Securities, Inc.
          2121 E. Pacific Coast Hwy., Suite 220
          Corona Del Mar, CA 92625
          Attn: President

or to such other person or address as Purchaser furnishes to the Company
pursuant to the above.

          If to the Company:

          Color Imaging, Inc.
          4350 Peachtree Industrial Blvd., Suite 100
          Norcross, GA 30071
          Attn: Chief Executive Officer

or to such other person or address as the Company may furnish to Purchaser
pursuant to the above.

     6.4  Titles and Captions.  All section titles or captions contained in this
          -------------------
Agreement are for  convenience  only and shall not be deemed part of the context
nor affect the interpretation of this Agreement.

     6.5  Entire Agreement.  This Agreement contains the entire understanding
          ----------------
between  and among the  Parties  and  supersedes  any prior  understandings  and
agreements among them respecting the subject matter of this Agreement.

     6.6  Agreement Binding.  This Agreement shall be binding upon the heirs,
          -----------------
executors, administrators, successors and assigns of the Parties hereto.

     6.7  Attorneys' Fees.  In the event an arbitration, suit or action is
          ---------------
brought by any Party under this Agreement to enforce any of its terms, or in any
appeal therefrom, it is agreed that the each


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Party shall be required to pay its own attorneys'  fees,  regardless of whom the
prevailing party may be.

     6.8  Governing Law.  This Agreement shall be governed by and construed in
          -------------
accordance with the laws of the State of California.

     6.9  Presumption.  This Agreement or any section thereof shall not be
          -----------
construed  against any Party due to the fact that said  Agreement or any section
thereof was drafted by said Party.

     6.10 Further Action.  The Parties hereto shall execute and deliver all
          --------------
documents,  provide all  information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.

     6.11 Parties in Interest.  Nothing herein shall be construed to be to the
          -------------------
benefit of any third party,  nor is it intended that any provision  shall be for
the benefit of any third party.

     6.12 Savings Clause.  If any provision of this Agreement, or the
          --------------
application  of such  provision  to any  person or  circumstance,  shall be held
invalid,  the remainder of this Agreement,  or the application of such provision
to persons  or  circumstances  other than those as to which it is held  invalid,
shall not be affected thereby.


"PURCHASER"
WALL STREET CONSULTING CORP.,
a Delaware corporation, d/b/a Wall Street Advisors, Inc.

By:  /s/ Patrick N. DiCarlo
   -------------------------------------------

Its: Chairman, CEO
    ------------------------------------------


"COMPANY"


By:  /s/ Michael Brennan
   -------------------------------------------
     Michael Brennan, Chief Executive Officer


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                                    Exhibit A

                                 Promissory Note



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