EXHIBIT 4.1(A)
                          BUSINESS CONSULTING AGREEMENT
This  Agreement (the "Agreement") is dated February 20, 2002 and is entered into
by  and  between  IMAGING  TECHNOLOGIES CORPORATION, INC. (hereinafter "ITEC" or
"CLIENT")  and  SCOTT  W.  ABSHER  OF  NEOTACTIX,INC.  (hereinafter  "NTX").
1.  CONDITIONS.  This  Agreement  will  not  take  effect,  and NTX will have no
obligation  to provide any service whatsoever, unless and until CLIENT returns a
signed  copy  of  this  Agreement  to NTX (either by mail or facsimile copy). In
addition,  CLIENT  shall  be  truthful  with  NTX  in  regard to any relevant or
material  information  provided  by  CLIENT, verbally or otherwise which refers,
relates,  or  otherwise pertains to the CLIENT's business, this Agreement or any
other  relevant  transaction.  Breach  of  either  of  these conditions shall be
considered  a  material  breach  and  will  automatically grant NTX the right to
terminate  this  Agreement and all moneys, and other forms of compensation, paid
or owing as of the date of termination by NTX shall be forfeited without further
notice.
Upon  execution  of this Agreement, CLIENT agrees to fully cooperate with NTX in
carrying  out  the  purposes  of  this  Agreement,  keep  NTX  informed  of  any
developments  of  importance  pertaining  to CLIENT's business and abide by this
Agreement  in  its  entirety.
2.  SCOPE  AND  DUTIES.  During the term of this Agreement, NTX will perform the
following  services  for  CLIENT:
2.1  ADVICE  AND COUNSEL. NTX will provide advice and counsel regarding CLIENT's
strategic  business  plans,  strategy  and  negotiations with potential business
strategic  partnering,  corporate  planning  and  or  other  general  business
consulting  needs  as  expressed  by  CLIENT.
2.2 MERGERS AND ACQUISITIONS. NTX will provide assistance to CLIENT, as mutually
agreed,  in identifying merger and / or acquisition candidates, assisting in any
due  diligence  process, recommending transaction terms and providing advice and
assistance  during  negotiations,  as  needed.
2.3  CLIENT  AND/OR  CLIENT'S  AFFILIATE  TRANSACTION  DUE  DILIGENCE.  NTX will
participate  and  assist CLIENT in the due diligence process, where possible, on
all proposed financial transactions affecting CLIENT of which NTX is notified in
writing  in  advance, including conducting investigation of and providing advice
on  the  financial,  valuation  and  stock  price  implications  of the proposed
transaction(s).
2.4  ANCILLARY  DOCUMENT  SERVICES.  If necessary, NTX will assist and cooperate
with  CLIENT in the development, editing and production of such documents as are
reasonably  necessary  to  assist  in any transaction covered by this Agreement.
However,  this  Agreement will not include the preparation or procuring of legal
documents  or  those  documents  normally  prepared  by  an  attorney.
2.5  ADDITIONAL DUTIES. CLIENT and NTX shall mutually agree, in writing, for any
additional  duties  that  NTX  may  provide  to  CLIENT for compensation paid or
payable  by  CLIENT under this Agreement. Although there is no requirement to do
so,  such  additional agreement(s) may be attached hereto and made a part hereof
by  written amendments to be listed as "Exhibits" beginning with "Exhibit A" and
initialed  by  both  parties.

2.6  STANDARD  OF  PERFORMANCE.  NTX  shall  devote such time and efforts to the
affairs  of  the  CLIENT  as  is  reasonably  necessary  to  render the services
contemplated  by  this  Agreement.  Any  work or task of NTX provided for herein
which requires CLIENT to provide certain information to assist NTX in completion
of  the  work  shall  be  excused (without effect upon any obligation of CLIENT)
until  such  time  as  CLIENT has fully provided all information and cooperation
necessary  for  NTX  to complete the work. The services of NTX shall not include
the  rendering  of  any legal opinions or the performance of any work that is in
the  ordinary  purview  of  a  certified  public  accountant,  or other licensed
professional.  NTX  cannot  guarantee results on behalf of CLIENT, but shall use
commercially  reasonable  efforts  in providing the services listed above. If an
interest  is  communicated  to  NTX regarding satisfying all or part of CLIENT's
business  and  corporate  strategic  planning needs, NTX shall notify CLIENT and
advise it as to the source of such interest and any terms and conditions of such
interest.
2.7  NON-GUARANTEE. NTX MAKES NO GUARANTEE THAT NTX WILL BE ABLE TO SUCCESSFULLY
LOCATE  A  MERGER  OR  ACQUISITION  TARGET  AND  IN  TURN CONSUMMATE A MERGER OR
ACQUISITION  TRANSACTION  FOR  CLIENT,  OR  TO  SUCCESSFULLY  COMPLETE  SUCH  A
TRANSACTION  WITHIN  CLIENT'S  DESIRED  TIME  FRAME.  NEITHER  ANYTHING  IN THIS
AGREEMENT  TO THE CONTRARY NOR THE PAYMENT OF DEPOSITS TO NTX BY CLIENT PURSUANT
TO FEE AGREEMENTS FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE CONSTRUED AS ANY
SUCH  GUARANTEE.  ANY  COMMENTS MADE REGARDING POTENTIAL TIME FRAMES OR ANYTHING
THAT  PERTAINS TO THE OUTCOME OF CLIENT'S NEEDS ARE EXPRESSIONS OF OPINION ONLY,
AND  FOR  PURPOSES  OF  THIS  AGREEMENT  ARE  SPECIFICALLY  DISAVOWED.

3.  COMPENSATION  TO  NTX.
3.1  ISSUANCE  OF  SHARES  FOR ENTERING INTO AGREEMENT. As consideration for NTX
entering  into  this  Agreement,  Client agrees to cause 5,000,000 shares of its
common  stock,  par  value  $.001  per share, to be issued to Scott W. Absher an
affiliate  of  NTX.  When  issued,  said  shares  shall  be free trading shares,
registered  with  the U.S. Securities and Exchange Commission on its Form S-8 or
similar  registration.  The  registration and issuance of said shares shall take
place  by  no  later  than  15 days following the execution and delivery of this
Agreement,  and  all  costs  in  connection  therewith shall be borne by Client.
NOTE:  NTX SHALL HAVE NO OBLIGATION TO PERFORM ANY DUTIES PROVIDED FOR HEREIN IF
PAYMENT  [CASH  AND/OR  STOCK]  IS  NOT RECEIVED BY NTX WITHIN 15 DAYS OF MUTUAL
EXECUTION OF THIS AGREEMENT BY THE PARTIES. IN ADDITION, NTX'S OBLIGATIONS UNDER
THIS  AGREEMENT  SHALL  BE SUSPENDED IF ANY PAYMENT OWING HEREUNDER IS MORE THAN
FIFTEEN  (15)  DAYS  DELINQUENT. FURTHERMORE, THE RECEIPT OF ANY FEES DUE TO NTX
UPON  EXECUTION  OF THIS AGREEMENT ARE NOT CONTINGENT UPON ANY PRIOR PERFORMANCE
OF  ANY  DUTIES  WHATSOEVER  DESCRIBED  WITHIN  THIS  AGREEMENT.
3.2  FEES FOR MERGER/ACQUISITION. In the event that NTX, assists CLIENT and / or
introduces  CLIENT (or a CLIENT affiliate) to any third party, merger partner(s)
or  joint  venture(s)  who  then  enters into a merger, joint venture or similar
agreement  with  CLIENT  or  CLIENT's affiliate, CLIENT hereby agrees to pay NTX
advisory  fees  pursuant  to  the  following  schedule  which  are  based on the
aggregate  amount of such merger, joint venture or similar agreement with CLIENT
or  CLIENT's  affiliate.  Advisory  fees  are deemed earned and shall be due and
payable at the first close of the transaction, however, in certain circumstances
when  payment of advisory fees at closing is not possible, within 24 hours after
CLIENT  has  received  the  proceeds  of  such  investment. This provision shall
survive  this Agreement for a period of one year after termination or expiration
of  this  Agreement. In other words, the advisory fee shall be deemed earned and
due  and payable for any funding, underwriting, merger, joint venture or similar
transaction which first closes within a year of the termination or expiration of
this  Agreement  as  a  result  of  an  introduction  as  set  forth  above.
MERGER/ACQUISITION.  For a merger/acquisition entered into by CLIENT as a result
of  the efforts of, or an introduction by NTX during the term of this Agreement,
Client  shall  pay  NTX, ten (10) percent of the total value of the transaction.
For  a  merger/acquisition  entered into by CLIENT as a result of the efforts of
NTX  and  the  introduction  by CLIENT during the term of this Agreement, Client
shall  pay  NTX,  eight  (8) percent of the total value of the transaction. Such
percentage(s)  shall  be paid to NTX in the same ratio of cash and / or stock as
the  transaction  and  paid  within  thirty  (30)  following the close of such a
transaction.
3.4  EXPENSES.  CLIENT  shall  reimburse NTX for reasonable expenses incurred in
performing  its  duties pursuant to this Agreement (including printing, postage,
express  mail,  photo reproduction, travel, lodging, and long distance telephone
and  facsimile  charges); provided, however, that NTX must receive prior written
approval  from  CLIENT  for any expenses over $ 500. Such reimbursement shall be
payable  within  7  seven  days  after CLIENT's receipt of NTX invoice for same.
3.4  ADDITIONAL  FEES.  CLIENT  and NTX shall mutually agree upon any additional
fees  that  CLIENT may pay in the future for services rendered by NTX under this
Agreement. Such additional agreement(s) may, although there is no requirement to
do  so,  be  attached  hereto  and made a part hereof as Exhibits beginning with
Exhibit  A.

4.  INDEMNIFICATION.  The CLIENT agrees to indemnify and hold harmless NTX, each
of  its  officers,  directors,  employees  and  shareholders against any and all
liability,  loss  and  costs, expenses or damages, including but not limited to,
any  and all expenses whatsoever reasonably incurred in investigating, preparing
or  defending  against  any  litigation,  commenced  or threatened, or any claim
whatsoever  or  howsoever  caused  by  reason  of  any  injury (whether to body,
property,  personal or business character or reputation) sustained by any person
or  to  any person or property, arising out of any act, failure to act, neglect,
any  untrue or alleged untrue statement of a material fact or failure to state a
material fact which thereby makes a statement false or misleading, or any breach
of  any  material  representation,  warranty or covenant by CLIENT or any of its
agents,  employees,  or other representatives. Nothing herein is intended to nor
shall  it  relieve either party from liability for its own willful act, omission
or  negligence.  All  remedies provided by law, or in equity shall be cumulative
and  not  in  the  alternative.
5.  CONFIDENTIALITY.
5.1  NTX  and  CLIENT  each  agree  to  keep confidential and provide reasonable
security  measures  to  keep  confidential  information  where  release  may  be
detrimental  to  their  respective business interests. NTX and CLIENT shall each
require  their  employees,  agents,  affiliates, other licensees, and others who
will  have  access  to  the  information through NTX and CLIENT respectively, to
first  enter appropriate non-disclosure Agreements requiring the confidentiality
contemplated  by  this  Agreement  in  perpetuity.
5.2  NTX  will  not, either during its engagement by the CLIENT pursuant to this
Agreement  or  at  any  time  thereafter, disclose, use or make known for its or
another's benefit any confidential information, knowledge, or data of the CLIENT
or  any  of  its  affiliates  in  any  way  acquired  or  used by NTX during its
engagement  by  the  CLIENT.  Confidential information, knowledge or data of the
CLIENT  and its affiliates shall not include any information that is, or becomes
generally  available to the public other than as a result of a disclosure by NTX
or  its  representatives.
6.  MISCELLANEOUS  PROVISIONS.
6.1  AMENDMENT  AND  MODIFICATION.  This  Agreement may be amended, modified and
supplemented  only  by  written  agreement  of  NTX  and  CLIENT.
6.2 ASSIGNMENT. This Agreement and all of the provisions hereof shall be binding
upon  and  inure  to  the  benefit  of  the  parties hereto and their respective
successors  and  permitted  assigns.  The  obligations of either party hereunder
cannot  be  assigned  without  the  express  written consent of the other party.
6.3  GOVERNING  LAW;  VENUE.  This  Agreement  and the legal relations among the
parties hereto shall be governed by and construed in accordance with the laws of
the  State of California, without regard to its conflict of law doctrine. CLIENT
and  NTX  agree  that  if  any  action is instituted to enforce or interpret any
provision  of this Agreement, the jurisdiction and venue shall be Orange County,
California.
6.4 ATTORNEYS' FEES AND COSTS. If any action is necessary to enforce and collect
upon  the  terms  of  this  Agreement, the prevailing party shall be entitled to
reasonable  attorneys'  fees and costs, in addition to any other relief to which
that  party  may be entitled. This provision shall be construed as applicable to
the  entire  Agreement.
6.5  SURVIVABILITY. If any part of this Agreement is found, or deemed by a court
of  competent  jurisdiction,  to be invalid or unenforceable, that part shall be
severable  from  the  remainder  of  the  Agreement.
7.  ARBITRATION. ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN CLIENT, NTX
OR  ANY  OF  THEIR  OFFICERS,  DIRECTORS,  LEGAL  REPRESENTATIVES,  ATTORNEYS,
ACCOUNTANTS,  AGENTS  OR  EMPLOYEES,  OR ANY CUSTOMER OR OTHER PERSON OR ENTITY,
ARISING  OUT  OF,  IN CONNECTION WITH OR AS A RESULT OF THIS AGREEMENT, SHALL BE
RESOLVED THROUGH ARBITRATION RATHER THAN THROUGH LITIGATION. WITH RESPECT TO THE
ARBITRATION  OF  ANY DISPUTE, THE UNDERSIGNED HEREBY ACKNOWLEDGE AND AGREE THAT:
A.  ARBITRATION  IS  FINAL  AND  BINDING  ON  THE  PARTIES;
B.  THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDY IN COURT, INCLUDING THEIR
RIGHT  TO  JURY  TRIAL;

C.  PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT FROM COURT
PROCEEDING;
D.  THE  ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
REASONING  AND  ANY PARTY'S RIGHT OF APPEAL OR TO SEEK MODIFICATION OF RULING BY
THE  ARBITRATORS  IS  STRICTLY  LIMITED;
E.  THIS  ARBITRATION  PROVISION IS SPECIFICALLY INTENDED TO INCLUDE ANY AND ALL
STATUTORY  CLAIMS  WHICH  MIGHT  BE  ASSERTED  BY  ANY  PARTY;
F. EACH PARTY HEREBY AGREES TO SUBMIT THE DISPUTE FOR RESOLUTION TO THE AMERICAN
ARBITRATION  ASSOCIATION,  IN  ORANGE  COUNTY,  CALIFORNIA  WITHIN  FIVE
(5)  DAYS  AFTER  RECEIVING  A  WRITTEN  REQUEST  TO DO SO FROM THE OTHER PARTY;
G.  IF  EITHER PARTY FAILS TO SUBMIT THE DISPUTE TO ARBITRATION ON REQUEST, THEN
THE  REQUESTING  PARTY  MAY  COMMENCE AN ARBITRATION PROCEEDING, BUT IS UNDER NO
OBLIGATION  TO  DO  SO;
H.  ANY  HEARING SCHEDULED AFTER AN ARBITRATION IS INITIATED SHALL TAKE PLACE IN
ORANGE  COUNTY,  CALIFORNIA;
I.  IF  EITHER PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT TO RESIST
ARBITRATION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR SHALL UNSUCCESSFULLY
CONTEST  THE  JURISDICTION  OF  ANY  ARBITRATION FORUM LOCATED IN ORANGE COUNTY,
CALIFORNIA,  OVER  ANY  MATTER  WHICH  IS  THE  SUBJECT  OF  THIS AGREEMENT, THE
PREVAILING  PARTY  SHALL  BE ENTITLED TO RECOVER FROM THE LOSING PARTY ITS LEGAL
FEES  AND  ANY OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THE DEFENSE OF
SUCH  LEGAL  PROCEEDING  OR  ITS EFFORTS TO ENFORCE ITS RIGHTS TO ARBITRATION AS
PROVIDED  FOR  HEREIN;
J.  THE  PARTIES  SHALL  ACCEPT  THE  DECISION  OF  ANY AWARD AS BEING FINAL AND
CONCLUSIVE  AND  AGREE  TO  ABIDE  THEREBY;
K.  ANY  DECISION  MAY  BE  FILED  WITH  ANY  COURT  AS A BASIS FOR JUDGMENT AND
EXECUTION  FOR  COLLECTION.
8.  TERM/TERMINATION.  This  Agreement  is  an  agreement  for  the  term  of
approximately  six  (6)  months  ending  August  10,  2002.
9.  NON  CIRCUMVENTION.  In and for valuable consideration, CLIENT hereby agrees
that  NTX  may  introduce  (whether  by  written,  oral,  data, or other form of
communication)  CLIENT  to  one  or  more  opportunities,  including,  without
limitation,  natural  persons,  corporations,  limited  liability  companies,
partnerships,  unincorporated  businesses,  sole  proprietorships  and  similar
entities  (hereinafter  an  "Opportunity"  or  ""Opportunities"").
CLIENT  further  acknowledges  and  agrees  that  the  identity  of  the subject
Opportunities,  and  all  other information concerning an Opportunity (including
without  limitation,  all  mailing  information,  phone  and  fax numbers, email
addresses  and  other contact information) introduced hereunder are the property
of  NTX,  and  shall  be  treated as confidential and proprietary information by
CLIENT,  it  affiliates,  officers,  directors, shareholders, employees, agents,
representatives,  successors and assigns. CLIENT shall not use such information,
except  in  the context of any arrangement with NTX in which NTX is directly and
actively  involved,  and  never  without  NTX's  prior  written approval. CLIENT
further  agrees  that neither it nor its employees, affiliates or assigns, shall
enter into, or otherwise arrange (either for it/him/herself, or any other person
or  entity)  any  business  relationship,  contact  any  person  regarding  such
Opportunity,  either directly or indirectly, or any of its affiliates, or accept
any compensation or advantage in relation to such Opportunity except as directly
though  NTX,  without  the  prior  written  approval  of  NTX. NTX is relying on
CLIENT's  assent  to  these  terms  and their intent to be bound by the terms by
evidence  of their signature. Without CLIENT's signed assent to these terms, NTX
would  not introduce any Opportunity or disclose any confidential information to
CLIENT  as  herein  described.  This non circumvention provision shall remain in
effect  for  a  period  of 24 months following the initiation of this agreement.

IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be duly
executed,  all  as  of  the  day  and  year  first  above  written.
IMAGING  TECHNOLOGIES,  INC.  (  ITEC  )
Name:     /s/  Brian  Bonar
Title:     Chairman  &  CEO

Date:     February  11,  2002

Address:     15175  Innovation  Drive
     San  Diego,  CA  92128


NEOTACTIX,  INC.  (  NTX)

Name:         /s/  Scott  W.  Absher
Title:     Partner

Date:     February  11,  2002

Address:     18662  MacArthur  Blvd.  2nd  Floor
     Irvine,  CA  92612