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                                  EXHIBIT 10(c)

                           SHARE ACQUISITION AGREEMENT

This Share Acquisition Agreement (the "AGREEMENT") is made and entered into by
and between SOLVIS GROUP, INC., a Nevada Corporation ("QPI"), IMAGING
TECHNOLOGIES CORPORATION, a Delaware corporation ("ITEC"), and JOHN CAPEZZUTO,
an adult individual ("MR. CAPEZZUTO") (each referred to herein as a "Party" and
together referred to as the "Parties"), and is based upon the following
Recitals:

                                 R E C I T A L S
================================================================================

A.       On November 28, 2000 QPI and ITEC entered into a letter of intent
         regarding a certain share acquisition transaction (the "TRANSACTION"),
         which was followed by the execution of a definitive agreement, made and
         entered into by ITEC and QPI on December 11, 2000 (the "DEFINITIVE
         AGREEMENT"). The Definitive Agreement contemplated the Transaction,
         which called for ITEC to assume the then current liabilities of QPI in
         exchange for QPI issuing to ITEC thirty seven million five hundred
         thousand (37,500,000) shares of restricted QPI common stock. Effective
         September 14, 2001, QPI, ITEC and John Capezzuto entered into a
         Settlement Agreement and Mutual General Release (the "Settlement
         Agreement"), which contemplated the Transaction on different terms.

B.       As of the date of this Agreement, the Transaction contemplated in the
         Definitive Agreement and in the Settlement Agreement has not closed.

C.       The Parties have decided to amicably terminate the Definitive Agreement
         and the Settlement Agreement and to consummate the Transaction on the
         terms set forth herein.

           NOW, THEREFORE, in consideration of the foregoing premises and the
           mutual promises and covenants recited, and for other good and
           valuable consideration, the receipt and sufficiency of which are
           hereby acknowledged, the Parties, intending to be legally bound,
           agree as follows:

                                A G R E E M E N T
================================================================================

1. TERMS OF SHARE ACQUISITION.

         1.1      ACQUISITION OF QPI SHARES. At the Closing, ITEC shall be
                  issued one hundred ten million (110,000,000) restricted shares
                  of QPI common stock (the "QPI SHARES").

         1.2      LIQUIDATION OF DEBT. ITEC shall be responsible to liquidate
                  the trade liabilities of QPI as of the Closing (the "QPI
                  LIABILITIES"), up to a maximum of two hundred thousand dollars
                  ($200,000) to the satisfaction of the respective creditors of
                  QPI to whom such liabilities are owed. ITEC shall also convey
                  to QPI twelve million five hundred thousand (12,500,000)
                  shares of ITEC common stock (the "ITEC SHARES") to be used by
                  QPI to retire the convertible debentures referred to in
                  Section 5, below. The number of ITEC Shares shall be adjusted
                  for any stock splits, reverse splits, stock consolidations or
                  similar events that occur after the date this Agreement is
                  signed and before the ITEC Shares are issued.

         1.3      FORGIVENESS OF DEBT. As of the Closing, ITEC shall forgive all
                  current debt owed to it by QPI, and QPI shall forgive all
                  current debt owed to it by ITEC.

2.       TERMINATION OF THE DEFINITIVE AGREEMENT AND THE SETTLEMENT AGREEMENT.
         By their execution and delivery of this Agreement, the Parties mutually
         terminate the Definitive Agreement and the Settlement Agreement,
         effective this date, and forever disclaim any rights, interests or
         claims which any Party had resulting from or arising out of the
         Definitive Agreement or the Settlement Agreement, or in any way
         relating or concerning the representations made, actions or omissions
         to act of the Parties (or any of them) or any other matters in any way
         relating to the Definitive Agreement or the Settlement Agreement. No
         Party shall have any right, duty or obligation to perform under any of
         the terms of the Definitive Agreement or the Settlement Agreement, or
         any one or more of them, or shall have any duties or obligations to any
         other Party arising out of or relating to the Transaction, except for
         the performance of the terms expressly set forth in this Agreement.

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3.       FIRST RIGHT OF REFUSAL. QPI agrees that, for a period of five (5) years
         commencing on the date of execution of this Agreement, (i) no other
         shares of QPI common stock, above and beyond the QPI Shares, shall be
         sold for the purpose of capital raising without ITEC having the first
         right of refusal to purchase any number of shares of QPI common stock
         up to the number which the third party is offering to purchase on the
         same terms as offered by the third party; and no sale or issuance of
         QPI common stock in excess of five percent (5%) of the then total
         issued and outstanding shares shall be done for any purpose without
         ITEC having the first right of refusal to purchase additional shares of
         QPI common stock, at the price equal to the consideration being
         received by QPI for the shares to be issued (but in no case more than
         the then current market price) in such number to maintain its
         percentage ownership of the then total issued and outstanding shares.
         Such first right of refusal must be exercised within ten (10) business
         days of notice being delivered to ITEC regarding another entity or
         individual's interest in purchasing shares of QPI common stock or of
         QPI's intent to otherwise issue shares of QPI common stock.

4.       DISTRIBUTION AGREEMENT. QPI and ITEC shall enter into a Non-Exclusive
         Distribution Agreement (the "DISTRIBUTION AGREEMENT"), substantially in
         the form attached hereto as Exhibit A, in which QPI shall grant to ITEC
         a non-exclusive license to advertise, market, sell and distribute QPI's
         PHOTOMOTION IMAGES(TM) products.

5.       QPI DEBENTURES. As part of the Definitive Agreement and the Settlement
         Agreement, ITEC was responsible for the assumption of certain
         debentures issued by QPI (the "DEBENTURES") and held by certain
         debenture holders (the "DEBENTURE HOLDERS"). As this Settlement
         Agreement confirms the amicable termination of the Definitive Agreement
         and the Settlement Agreement, QPI will now retain all liability
         associated with the settling of the Debentures. QPI shall use the ITEC
         Shares to retire the Debentures and associated accrued interest. QPI
         has entered into releases with the Debenture Holders, which are
         attached hereto as Exhibits B, C, D, E, and F, and which will be
         affirmed in writing prior to the Closing.

6.       ITEC shall reimburse Mr. Capezutto or pay on his behalf up to
         Forty-five thousand dollars ($45,000.00) for the costs associated with
         returning to QPI his paychecks which have not been cashed and filing
         related amended income tax returns. Such payment on the behalf of Mr.
         Capezutto to the IRS or other tax authorities shall be made as required
         by said entity.

7.       SHAREHOLDER VOTE. Insofar as may be necessary under applicable law,
         either (a) a meeting of the shareholders of QPI for the special purpose
         of approving the transactions contemplated by this Agreement shall be
         promptly scheduled; or (b) the Articles of Incorporation and/or the
         Bylaws of QPI shall be appropriately amended to eliminate the
         requirement for such approval. In either case, Mr. Capezzuto hereby
         agrees to vote all of his QPI shares and all shares to which he has
         control or voting rights in favor of approval of the transactions
         contemplated by this Agreement or in favor of any appropriate amendment
         to the Articles of Incorporation and/or the Bylaws of QPI.

8.       CONTINUING COVENANTS OF THE PARTIES. By their execution and delivery of
         this Agreement, the Parties each hereby covenant and agree that they
         shall at all times conduct themselves as follows:

         (a)      Each Party shall treat and maintain all Confidential
                  Information (as hereafter defined) belonging to the other
                  Party, and which was obtained through the Agreements or
                  otherwise, in complete confidence, and shall not disclose,
                  divulge or disseminate any of such Confidential Information,
                  nor provide any oral or written summaries, extracts, excerpts
                  or compilations thereof, for any purpose or to any person,
                  without the prior written consent of the Party to which the
                  information originated, which consent need not be given; for
                  purposes of this Agreement, the term "CONFIDENTIAL
                  INFORMATION" shall mean information of competitive advantage
                  and/or value to the Party it originates from which is not part
                  of the public domain and not generally known in the trade, and
                  which may give the Party an advantage over its competitors who
                  do not know or use such information, including, without
                  limitation, information concerning practices, business
                  policies, pricing structures, information concerning existing
                  or prospective customers, business development policies and
                  strategies, vendor relationships and agreements, internal
                  corporate matters, trade secrets and generally private
                  information concerning the business, operations, financial
                  condition, growth and development, or future prospects of the
                  Party;

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         (b)      Neither Party shall make any public release or filing
                  concerning this Settlement Agreement or the transactions
                  contemplated hereby without prior approval of other Party. If
                  no response is received from the Party of whom response is
                  requested within three (3) business days of receipt, then
                  right to publish such release or filing shall be deemed given.

9.       GENERAL RELEASE OF CLAIMS BY THE PARTIES. As further consideration for
         this Agreement and the termination of the Definitive Agreement and the
         Settlement Agreement, each Party hereby releases and discharges the
         other Party, and its own and the other Party's respective officers,
         directors, employees, partners, attorneys, consultants, agents,
         representatives and assigns, and their insurance companies, and each
         and all of them, of and from any and all obligations, liabilities,
         guarantees, actions, causes of action, damages, judgments, executions,
         debts, costs, expenses, attorney fees, taxes, liens, notes, securities,
         stocks, bonds, investments, claims, and demands whatsoever under the
         laws of the State of California, and of any other state of the United
         States and/or the United States of America and the laws of any other
         nation, country, territory or jurisdiction, arising out of or resulting
         from the Transaction, the Definitive Agreement and/or the Settlement
         Agreement, from the beginning of time to and including the effective
         date of this Agreement, except as expressly and specifically set forth
         in this Agreement.

         CIVIL CODE SECTION 1542 WAIVER. It is further understood and agreed
that each Party specifically and expressly waives any and all rights under
Section 1542 of the California Civil Code, or any analogous federal, state or
municipal law, rule, regulation or ordinance. Section 1542 provides as follows:

                 CERTAIN CLAIMS NOT AFFECTED BY GENERAL RELEASE
                 ----------------------------------------------

"A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the Release, which if
known by him, must have materially effected his settlement with the debtor."

10.      ATTORNEYS FEES AND COSTS. The Parties agree that each will bear their
         own costs and attorneys' fees incurred in connection with the
         preparation, execution and delivery of this Agreement, and the
         performance of their respective obligations contained herein, except as
         otherwise expressly stated in this Agreement.

11.      REPRESENTATIONS AND WARRANTIES OF QPI. QPI hereby represents and
         warrants to ITEC, as of the date hereof, the following:

         11.1     QPI is a corporation duly organized and validly existing under
                  the laws of the State of Nevada, and has full power and
                  authority to enter into, execute and perform this Agreement
                  which, once executed by QPI, shall be the valid and binding
                  obligation of QPI, enforceable against it by any court of
                  competent jurisdiction in accordance with their respective
                  terms;

         11.2     The individuals signing this Agreement on behalf of QPI are
                  the duly elected executive officers of QPI as so indicated,
                  and have full power and authority to enter into and execute
                  this Agreement for and on behalf of QPI;

         11.3     QPI is not bound by or subject to any contract, agreement,
                  court order or judgment, administrative ruling, law,
                  regulation or any other item which prohibits or restricts QPI
                  from entering into and performing this Agreement in accordance
                  with the terms herein, or requiring the consent of any third
                  party prior to the entry into or performance of this Agreement
                  in accordance with the terms herein by QPI.

         11.4     QPI has obtained, and at or prior to the execution of this
                  Agreement delivered to the other Party (or, if it cannot be
                  obtained and delivered by execution of this Agreement, then
                  within five (5) days after its execution by QPI it shall
                  provide to ITEC), written authorizations of the Board of
                  Directors of QPI consenting to all of the transactions, terms
                  and conditions contemplated by and included in this Agreement;

         11.5     QPI has the legal and corporate capability to enter into,
                  execute and fully perform each transaction, agreement and
                  undertaking set forth in or contemplated by this Agreement as
                  of the date hereof, and shall continue to have the same
                  throughout the entirety of this Agreement; and

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         11.6     With respect to the shares of QPI common stock to be delivered
                  under Section 2.1(b) above, QPI hereby represents and warrants
                  that it has filed all reports and other documents required to
                  be filed by the SEC, the NASD and any state securities
                  administration, and it shall continue to timely file and
                  maintain such documents in order for investors in the QPI
                  Shares to be able to make public sales of such shares under
                  Rule 144 under the Securities Act of 1933; all of such filings
                  are and will be true and correct when filed, and have not and
                  will not contain any statement which is false or materially
                  misleading; and QPI has not received any communication from
                  any federal or state securities agency which asserts or
                  indicates that either of the statements made in the preceding
                  two clauses is untrue.

12.      REPRESENTATIONS AND WARRANTIES OF ITEC. ITEC hereby represents and
         warrants to QPI, as of the date hereof as follows:

         12.1     ITEC is a corporation duly organized and validly existing
                  under the laws of the State of Delaware, and has full power
                  and capacity to enter into, execute and perform this Agreement
                  which, once executed by ITEC, shall be the valid and binding
                  obligation of ITEC, enforceable against each of them by any
                  court of competent jurisdiction in accordance with their
                  respective terms; and

         12.2     the individuals signing this Agreement on behalf of ITEC are
                  the duly elected executive officers of ITEC as so indicated,
                  and have full power and authority to enter into and execute
                  this Agreement for and on behalf of ITEC;

         12.3     ITEC is not bound by or subject to any contract, agreement,
                  law, court order or judgment, administrative ruling,
                  regulation or any other item which prohibits or restricts ITEC
                  from entering into and performing this Agreement in accordance
                  with the terms herein, or requiring the consent of any third
                  party prior to the entry into or performance of this Agreement
                  in accordance with the terms herein by ITEC;

         12.4     ITEC has obtained, and at or prior to the execution of this
                  Agreement delivered to the other Party (or, if it cannot be
                  obtained and delivered by execution of this Agreement, then
                  within five (5) days after its execution by ITEC it shall
                  provide to QPI), written authorizations of the Board of
                  Directors of ITEC consenting to all of the transactions, terms
                  and conditions contemplated by and included in this Agreement;

         12.5     ITEC has the legal and corporate capability to enter into,
                  execute and fully perform each transaction, agreement and
                  undertaking set forth in or contemplated by this Agreement as
                  of the date hereof, and shall continue to have the same
                  throughout the entirety of this Agreement;

         12.6     with respect to the QPI Shares being acquired by ITEC:

                  (a)      ITEC is acquiring the QPI Shares for its own account,
                           and not with a view toward the subdivision, resale,
                           distribution, or fractionalization thereof; ITEC has
                           no contract, undertaking, or arrangement with any
                           person to sell, transfer, or otherwise dispose of the
                           QPI Shares (or any portion thereof hereby subscribed
                           for), and has no present intention to enter into any
                           such contract, undertaking, agreement or arrangement;

                  (b)      this subscription for Shares by ITEC is not the
                           result of any form of general solicitation or general
                           advertising;

                  (c)      ITEC hereby acknowledges that: (i) the offering of
                           the QPI Shares was made only through direct, personal
                           communication between ITEC and QPI; (ii) ITEC has had
                           full access to material concerning QPI's planned
                           business and operations, which material was furnished
                           or made available to ITEC by officers or
                           representatives of QPI; (iii) QPI has given ITEC the
                           opportunity to ask any questions and obtain all
                           additional information desired in order to verify or
                           supplement the material so furnished; and (iv) ITEC
                           understands and acknowledges that a purchaser of the
                           QPI Shares must be prepared to bear the economic risk

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                           of such investment for an indefinite period because
                           of: (A) the heightened nature of the risks associated
                           with an investment in QPI due to its status as an
                           early-stage company, including without limitation the
                           risk of loss of the entire amount of their
                           investment; and (B) illiquidity of the QPI Shares due
                           to the fact that (1) the QPI Shares have not been
                           registered under the Securities Act of 1933 (the
                           "ACT") or any state securities act (nor passed upon
                           by the SEC or any state securities commission), and
                           (2) the QPI Shares may not be registered or qualified
                           by ITEC under federal or state securities laws solely
                           in reliance upon an available exemption from such
                           registration or qualification, and hence such Shares
                           cannot be sold unless they are subsequently so
                           registered or qualified, or are otherwise subject to
                           any applicable exemption from such registration
                           requirements; and (3) substantial restrictions on
                           transfer of the QPI Shares, as set forth by legend on
                           the face or reverse side of every certificate
                           evidencing the ownership of the QPI Shares;

                  (d)      ITEC is an "accredited investor" as such term is
                           defined in Rule 501 of Regulation D promulgated by
                           the Securities and Exchange Commission under the Act,
                           or, if ITEC is non-accredited, then it has sufficient
                           business expertise and sophistication so as to be
                           able to make a determination concerning the relative
                           risks and merits of an investment in the securities,
                           and has a pre-existing business or personal
                           relationship with at least one of the shareholders,
                           directors or executive officers of QPI;

                  (e)      ITEC has received material concerning QPI's planned
                           business and operations and carefully read it; the
                           decision to make an investment in the QPI Shares has
                           been taken solely in reliance upon the information
                           contained such materials, and such other written
                           information supplied by an authorized representative
                           of QPI as ITEC may have requested; ITEC acknowledges
                           that all documents, records and books pertaining to
                           this investment have been made available for
                           inspection by ITEC, its attorneys, accountants and
                           purchaser representatives upon request prior to
                           tendering this Settlement Agreement, and that it has
                           been informed by QPI that the books and records of
                           QPI will be available for inspection by ITEC or its
                           agents and representatives at any time, and from time
                           to time, during reasonable business hours, upon
                           reasonable notice and upon the signing of a
                           Confidentiality Agreement between ITEC and QPI; ITEC
                           further acknowledges that it (or its advisors, agents
                           and/or representatives) has had a reasonable and
                           adequate opportunity to ask questions of and receive
                           answers from QPI concerning the terms and conditions
                           of this subscription, the nature of the QPI Shares
                           and the business and operations of QPI, and to obtain
                           from QPI such additional information, to the extent
                           possessed or obtainable without unreasonable effort
                           or expense, as is necessary to verify the accuracy of
                           the information contained in the materials provided
                           by QPI; all such questions have been answered by QPI
                           to the full satisfaction of ITEC; ITEC is not relying
                           upon any oral information furnished by QPI or any
                           other person in connection with his investment
                           decision, and in any event, no such oral information
                           has been furnished to ITEC which is in any way
                           inconsistent with or contradictory to any information
                           contained in the materials provided to ITEC by QPI in
                           writing as described above;

                  (f)      ITEC understands and acknowledges that the QPI Shares
                           will be unsecured by QPI or any other person, and
                           non-recourse to any shareholder, officer, director,
                           employee, agent or representative of QPI; and

                  (g)      ITEC has been advised to consult with an attorney
                           regarding all legal matters concerning the purchase
                           and ownership of the QPI Shares, and with a tax
                           advisor regarding the tax consequences of purchasing
                           such Shares.

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         12.7     With respect to the shares of ITEC common stock to be
                  delivered under Section 2.1(g) above, ITEC hereby represents
                  and warrants that it has filed all reports and other documents
                  required to be filed by the SEC, the NASD and any state
                  securities administration, and it shall continue to timely
                  file and maintain such documents in order for investors in the
                  ITEC Shares to be able to make public sales of such shares
                  under Rule 144 under the Securities Act of 1933; all of such
                  filings are and will be true and correct when filed, and have
                  not and will not contain any statement which is false or
                  materially misleading; and ITEC has not received any
                  communication from any federal or state securities agency
                  which asserts or indicates that either of the statements made
                  in the preceding two clauses is untrue.

13.      CLOSING AND CONDITIONS TO CLOSING. The transactions contemplated by
         this Agreement shall be closed no later than thirty (30) days from the
         date of the last signature on this Agreement at the offices of ITEC
         (the "Closing"). Prior to the Closing, all of the following shall have
         occurred or the requirement for their occurrence shall have been waived
         in writing by all Parties:

         13.1     ITEC shall provide QPI with a certificate, signed by an
                  officer of ITEC, that all representations and warranties of
                  ITEC herein are true and correct as of the date of the
                  Closing.

         13.2     QPI shall provide ITEC with a certificate, signed by an
                  officer of QPI, that all representations and warranties of QPI
                  herein are true and correct as of the date of the Closing.

         13.3     All of the current directors and officers of QPI shall have
                  provided written resignations of their offices effective upon
                  election of new directors and officers by a majority of the
                  holders of the issued and outstanding shares of QPI common
                  stock after the Closing. Mr. Capezutto shall have agreed in
                  writing to remain as a member of the management of QPI in a
                  position other than that of Chief Executive Officer.

         13.4     All of the trade debt of QPI and unpaid payroll other than due
                  to Mr. Capezutto will be reduced to an amount not to exceed
                  Two hundred thousand dollars ($200,000.00) and all other debt,
                  including notes payable, debentures and unpaid payroll due to
                  Mr. Capezutto, with the exception of the tax liabilities
                  discussed below, will be eliminated through conversion to
                  equity or otherwise.

         13.5     The Federal and State of California income tax liabilities of
                  QPI, as a company and for the benefit of its past and current
                  employees, currently in the amount of approximately Six
                  hundred thousand dollars ($600,000.00), will be settled on
                  terms that will include a payment plan of all net income of
                  QPI up Twenty-five thousand dollars ($25,000.00) per month.
                  ITEC will assist QPI in achieving such a settlement of these
                  tax liabilities. Discussions regarding the settlement of these
                  liabilities will have begun within fifteen (15) days of the
                  date of the last signature to this Agreement.

         13.6     QPI will obtain written affirmation of the release of all
                  liabilities of QPI under the Debentures from each of the
                  Debenture Holders.

         13.7     The total number of shares of QPI common stock issued and
                  outstanding as of the Closing shall not exceed Twenty million
                  (20,000,000) shares.

         13.8     QPI will have obtained the approval of the transactions
                  contemplated by this Agreement from its current shareholders.

14.      TERMINATION. Either Party may immediately terminate this Agreement upon
         the material breach by the non-terminating Party of any agreement,
         covenant, representation or warranty contained herein, or (by the
         non-affected Party) upon the bankruptcy, insolvency or the filing of
         any voluntary or involuntary petition for bankruptcy by or against the
         non-terminating Party, or for the appointment of a receiver or the
         making of a request for a moratorium or assignment for the benefit of
         creditors generally against the non-terminating Party. In the event
         that this Agreement shall become terminated by reason of any of the
         foregoing circumstances, then the Parties hereby agree and acknowledge
         that such termination shall not disturb or unwind the releases of
         claims given by each Party to the other Party pursuant to Section 8 of
         this Agreement, the full and complete consideration for which was its
         entry into in good faith, and willingness to perform the terms hereof
         but for the termination of this Agreement by the Party whose actions or
         circumstances created the right to terminate this Agreement.

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15.      SUCCESSORS. This Agreement is binding upon and shall inure to the
         benefit of the Parties and each Party's respective successors, assigns,
         heirs, spouses, agents and personal representatives, enforceable
         against each of them in accordance with its terms.

16.      ASSIGNMENT. This Agreement may not be assigned in whole or in part, by
         either Party, whether by operation of law or by contract, without the
         prior, written consent of the other Party, which consent may be given
         or withheld in the sole and exclusive discretion of such other Party.

17.      ENTIRE AGREEMENT. This Agreement contains the sole and entire agreement
         and understanding of the Parties with respect to the entire subject
         matter, and any and all prior discussions, negotiations, commitments
         and understandings related hereto are merged herein. No
         representations, oral or otherwise, express or implied other than those
         contained in this Agreement have been made by any Party. No other
         agreements not specifically referred to herein, oral or otherwise,
         shall be deemed to exist or to bind any of the Parties to this
         Agreement.

18.      PROVISIONS SEVERABLE. The Parties expressly agree and contract that it
         is not the intention of any of them to violate any public policy,
         statutory or common laws, rules, regulations, treaties or decisions of
         any government or agency thereof. If any section, sentence, clause,
         word or combination thereof in this Agreement is judicially or
         administratively interpreted or construed as being in violation of any
         such provisions of any jurisdiction, such sections, sentences, words,
         clauses or combinations thereof shall be inoperative in each such
         jurisdiction and the remainder of this Agreement shall remain binding
         upon the Parties in each such jurisdiction.

19.      WAIVER, MODIFICATION AND AMENDMENT. All waivers hereunder must be made
         in a signed writing, and failure by either Party at any time to require
         the other Party's performance of any obligation under this Agreement
         shall not affect the right subsequently to require performance of that
         obligation. Any waiver of a breach or violation of any provision of
         this Agreement shall not be construed as a waiver of any continuing or
         succeeding breach of such provision or a waiver or modification of the
         provision. This Agreement may be modified or amended only by a later
         writing signed by all of the Parties.

20.      GOVERNING LAW; VENUE. This Agreement shall be governed by and construed
         in accordance with the internal laws of the State of California
         applicable to the performance and enforcement of contracts made within
         such state, without giving effect to the law of conflicts of laws
         applied thereby. In the event that any dispute shall occur between the
         parties arising out of or resulting from the construction,
         interpretation, enforcement or any other aspect of this Agreement, the
         parties hereby agree to accept the exclusive jurisdiction of the Courts
         of the State of California sitting in and for the County of San Diego.
         In the event either Party shall be forced to bring any legal action to
         protect or defend its rights under the Agreement, then the prevailing
         Party in such proceeding shall be entitled to reimbursement from the
         non-prevailing Party of all fees, costs and other expenses (including,
         without limitation, the reasonable expenses of its attorneys) in
         bringing or defending against such action.

21.      TITLES AND CAPTIONS. Paragraph titles and captions contained in this
         Agreement are inserted only as a matter of convenience and for
         reference and in no way define, limit, extend or describe the scope of
         this Agreement or the intent of any provision.

22.      COUNTERPART SIGNATURE PAGES. This Agreement may be executed by the
         Parties through counterpart signature pages (and not as part of one
         document bearing all signatures consecutively), all of which, when
         together, shall constitute satisfaction of the signature requirements.
         Facsimile signature pages shall also be acceptable.

23.      AUTHORITY. The undersigned individuals and/or entities execute this
         Agreement on behalf of their respective parties, and represent and
         warrant that said individual and/or entities are authorized to enter
         into and execute this Agreement on behalf of such Parties, that the
         appropriate corporate resolutions or other consents have been passed
         and/or obtained (if necessary), and that this Agreement shall be
         binding on the Party on whose benefit they are executing this
         Agreement.

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24.      NOTICES. All notices, requests, demands and other communications to be
         given hereunder shall be in writing and shall be deemed to have been
         duly given on the date of personal service or transmission by fax if
         such transmission is received during the normal business hours of the
         addressee, or on the first business day after sending the same by
         overnight courier service or by telegram, or on the third business day
         after mailing the same by first class mail, or on the day of receipt if
         sent by certified or registered mail, addressed as set forth below, or
         at such other address as any Party may hereafter indicate by notice
         delivered as set forth in this Section 24:

                  If to QPI:
                                    Quick Pix, Inc.
                                    7050 Village Drive, Suite F
                                    Buena Park, CA  90621
                                    Tel:    (714) 522-8255
                                    Fax:    (714) 521-1745
                                    Attn:   John Capezzuto, CEO

                  If to ITEC:
                                    Imaging Technologies Corporation
                                    15175 Innovation Drive
                                    San Diego, CA 92128
                                    Tel:    858-613-1300
                                    Fax:    858-207-6505
                                    Attn:   Brian Bonar, CEO and President

                  If to Mr. Capezzuto:
                                    Mr. John Capezzuto
                                    7050 Village Drive, Suite F
                                    Buena Park, CA  90621
                                    Tel:    (714) 522-8255
                                    Fax:    (714) 521-1745

25.      SURVIVAL. Notwithstanding anything to the contrary, the obligations of
         the Parties under Sections 2, 8, 9, 14, and 24 above, and this Section
         25, shall survive the termination of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have set forth their hand as of
the date and year first above written.

IMAGING TECHNOLOGIES CORPORATION

By:   /s/ Philip J. Englund
      Philip J. Englund
      Sr. Vice President, General Counsel

Dated:  June 12, 2002


SOLVIS GROUP, INC.

By:  /s/ John Capezutto
     John Capezutto
     CEO

Dated:  June 12, 2002


JOHN CAPEZZUTO

    /s/ John Capezutto
    John Capezutto

Dated:  June 12, 2002


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