EXHIBIT 10.1

                          2002 STOCK COMPENSATION PLAN

1. Purpose of the Plan. The purpose of the 2002 Stock Compensation Plan ("Plan")
of  Imaging  Technologies Corporation, a Delaware corporation, ("Company") is to
provide  the  Company  with  a  means  of  compensating  selected  key employees
(including  officers)  and  directors  of and consultants to the Company and its
subsidiaries  for  their services rendered in connection with the development of
Imaging  Technologies  Corporation  with  shares of Common Stock of the Company.
2.  Administration  of the Plan. The Plan shall be administered by the Company's
Board  of  Directors  (the  "Board").
2.1  Award  or  Sales  of shares. The Company's Board shall (a) select those key
employees  (including officers), directors and consultants to whom shares of the
Company's Common Stock shall be awarded or sold, and (b) determine the number of
shares to be awarded or sold; the time or times at which shares shall be awarded
or  sold;  whether  the shares to be awarded or sold will be registered with the
Securities  and  Exchange Commission; and such conditions, rights of repurchase,
rights  of  first  refusal  or  other  transfer  restrictions  as  the Board may
determine.  Each  award  or  sale  of  shares  under  the Plan may or may not be
evidenced  by  a  written  agreement between the Company and the persons to whom
shares  of  the  Company's  Common  Stock  are  awarded  or  sold.
2.2 Consideration for Shares. Shares of the Company's Common Stock to be awarded
or  sold  under  the Plan shall be issued for such consideration, having a value
not less than par value thereof, as shall be determined from time to time by the
Board  in  its  sole  discretion.
2.3  Board  Procedures.  The  Board  from  time to time may adopt such rules and
regulations  for carrying out the purposes of the Plan as it may deem proper and
in  the  best  interests  of  the  Company.  The Board shall keep minutes of its
meetings  and  records  of  its actions.  A majority of the members of the Board
shall constitute a quorum for the transaction of any business by the Board.  The
Board  may act at any time by an affirmative vote of a majority of those members
voting.  Such vote shall be taken at a meeting (which may be conducted in person
or  by  any  telecommunication  medium)  or  by written consent of Board members
without  a  meeting.
2.4  Finality  of  Board  Action.  The Board shall resolve all questions arising
under  the  Plan.  Each  determination,  interpretation, or other action made or
taken  by  the  Board  shall be final and conclusive and binding on all persons,
including, without limitation, the Company, its stockholders, the Board and each
of  the  members  of  the  Board.
2.5  Non-Liability  of  Board  Members.  No Board member shall be liable for any
action  or  determination  made by him in good faith with respect to the Plan or
any  shares  of  the  Company's  Common  Stock  sold  or  awarded  under  it.
2.6  Board  Power  to amend, Suspend, or Terminate the Plan. The Board may, from
time  to  time,  make  such  changes  in or additions to the Plan as it may deem
proper  and in the best interests of the Company and its Stockholders. The Board
may  also  suspend or terminate the Plan at any time, without notice, and in its
sole  discretion.
3.  Shares Subject to the Plan. For purposes of the Plan, the Board of Directors
is  authorized  to  sell  or  award up to 9,000,000 shares and/or options of the
Company's  Common  Stock,  $.005  par  value  per  share  ("Common  Stock").
4.  Participants.  All  key  employees (including officers) and directors of and
consultants  to  the  Company and any of its subsidiaries (sometimes referred to
herein  as  ("participants") are eligible to participate in the Plan.  A copy of
this  Plan  shall  be delivered to all participants, together with a copy of any
Board  resolutions  authorizing  the issuance of the shares and establishing the
terms  and  conditions,  if  any,  relating to the sale or award of such shares.
5. Rights and Obligations of Participants. The award or sale of shares of Common
stock shall be conditioned upon the participant providing to the Board a written
representation that, at the time of such award or sale, it is the intent of such
person(s)  to  acquire the shares for investment only and not with a view toward
distribution.  The  certificate  for  unregistered  shares issued for investment
shall be restricted by the Company as to transfer unless the Company receives an
opinion  of  counsel  satisfactory  to  the  Company  to  the  effect  that such
restriction  is  not  necessary under the pertaining law.  The providing of such
representation  and such restriction on transfer shall not, however, be required
upon  any person's receipt of shares of Common Stock under the Plan in the event
that,  at  the  time  of  award  or  sale, the shares shall be (i) covered by an
effective  and  current registration statement under the Securities Act of 1933,
as  amended,  and  (ii)  either  qualified  or  exempt  from qualification under
applicable  state  securities  laws.  The  Company  shall,  however,  under  no
circumstances  be required to sell or issue any shares under the Plan if, in the
opinion  of  the  Board,  (i)  the  issuance  of  such shares would constitute a
violation  by the participant or the Company of any applicable law or regulation
of  any  governmental  authority,  or  (ii)  the  consent  or  approval  of  any
governmental  body is necessary or desirable as a condition of, or in connection
with,  the  issuance  of  such  shares.
6.  Payment  of  Shares.
(a)  The  entire purchase price of shares issued under the Plan shall be payable
in lawful money of the United States of America at the time when such shares are
purchased,  except  as  provided  in  subsection  (b)  below.
(b)  At  the  discretion  of  the  Board, Shares may be issued under the Plan in
consideration  of  services  rendered;  provided,  however, that any issuance of
shares under the Plan shall be in compliance Section 152 of the Delaware General
Corporation  Law,  as  amended.
7.  Adjustments. If the outstanding Common Stock shall be hereafter increased or
decreased, or changed into or exchanged for a different number or kind of shares
or  other  securities  of  the Company or of another corporation, by reason of a
recapitalization, reclassification, reorganization, merger, consolidation, share
exchange,  or  other  business combination in which the Company is the surviving
parent  corporation, stock split-up, combination of shares, or dividend or other
distribution  payable  in  capital  stock  or  rights  to acquire capital stock,
appropriate  adjustment  shall  be  made  by the Board in the number and kind of
shares  which  may  be  granted  under  the  Plan.
8.  Tax  Withholding.  As  a  condition  to the purchase or award of shares, the
participant  shall  make  such  arrangements  as  the  Board may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that  may  arise  in  connection  with  such  purchase  or  award.
9.  Terms  of  the  Plan.
9.1  Effective  Date.  The  Plan  shall  become  effective  on  June  1,2001.
9.2  Termination Date. The Plan shall terminate at Midnight on May 31, 2002, and
no  shares  shall be awarded or sold after that time.  The Plan may be suspended
or  terminated at any earlier time by the Board within the limitations set forth
in  Section  2.6.
10.  Non-Exclusivity  of  the Plan. Nothing contained in the Plan is intended to
amend,  modify,  or rescind any previously approved compensation plans, programs
or  options  entered into by the Company.  This Plan shall be construed to be in
addition  to  and  independent  of  any  and  all  such other arrangements.  The
adoption  of  the  Plan  by  the  Board  shall  not be construed as creating any
limitations  on  the  power  of authority of the Board to adopt, with or without
stockholder  approval, such additional or other compensation arrangements as the
Board  may  from  time  to  time  deem  desirable.
11.  Governing  Law.  The  Plan and all rights and obligations under it shall be
construed  and  enforced  in  accordance with the laws of the state of Delaware.