EXHIBIT 4.1(C)
THIS  DOCUMENT WHEN SIGNED CONSTITUTES A LEGALLY BINDING CONTRACT WHICH REQUIRES
            ARBITRATION TO RESOLVE ANY DISPUTES BETWEEN THE PARTIES.
                         MANAGEMENT CONSULTING AGREEMENT
     This  Management Consulting Agreement (the "Agreement") is made and entered
into  effective  as  of  March  14  2002,  by and between the following parties:
     (i)     Imaging  Technologies  corporation,  a  Business  Corporation
incorporated  under  the  laws  of  the  State  of  Delaware,  IRS  Employer
Identification  NO.  33-0021693  having its principal executive offices at 15175
Invention  Drive,  san  Diego,  CA  92128  Telephone  number  (858)  613-1300,
hereinafter  referred  to  as  the  "Client"  and,
(ii.)     Benjamin  Kaplan  of  TRIPLE  CROWN  CONSULTING,  CO.,  a  Florida
Corporation,  IRS Employer Identification Number 651070330 whose principal place
of  business  is  424  Poinciana  Island Drive Sunny Isles FL 33160, hereinafter
referred  to  as  the  "Consultant";
WHEREAS, Client, Imaging Technologies Corp, is a corporation organized under the
laws of the State of Delaware, which is engaged in marketing of Imaging products
and  PEO  Employment  and is seeking to develop and acquire rights to additional
PEO  services  and  or  diversify its product offerings and increase its overall
gross  margin;  and,
     WHEREAS,  Consultant,  and its affiliates, are in the business of providing
services  for  management  consulting,  business  advisory, and introductions to
other  public  companies  and  private  companies that are in the PEO Employment
business.
WHEREAS,  Consultant  is  ready,  willing and able to render such consulting and
advisory  services  to  the  Client  as  hereinafter  described on the terms and
conditions  more  fully  set  forth  below.
NOW,  THEREFORE, in consideration of the mutual promises and covenants set forth
in this Agreement, the receipt and sufficiency of which are hereby acknowledged,
the  parties  hereto  agree  as  follows.
1.  CONSULTING  SERVICES.  The  Client  hereby  retains  the  Consultant  as  an
independent   business  consultant  to  the  Client  and  the  Consultant hereby
accepts  and agrees to such retention. The Consultant shall render to the Client
such  services  as  set  forth  on Exhibit "A", attached hereto and by reference
incorporated  herein.
2.  INDEPENDENT  CONTRACTOR.  Consultant agrees to perform its consulting duties
hereto  as  an  independent  contractor.  Nothing  contained  herein  shall  be
considered  as creating an employer-employee relationship between the parties to
this Agreement. The Client shall not make social security, workers' compensation
or  unemployment  insurance payments on behalf of Consultant. The parties hereto
acknowledge  and  agree  that  Consultant  cannot  guarantee  the  results  or
effectiveness  of  any  of the services rendered or to be rendered by Consultant
hereunder.  Rather,  Consultant  shall  conduct  its  operations and provide its
services in a professional manner and in accordance with good industry practice.
Consultant  will  use  its  best  efforts  and  does  not  promise  results.
3.  TIME, PLACE AND MANNER OF PERFORMANCE. The Consultant shall be available for
advice  and  counsel  to  the  officers  and  directors  of  the  Client at such
reasonable  and  convenient  times  and  places  as may be mutually agreed upon.
Except  as  aforesaid, the time, place and manner of performance of the services
hereunder, including the amount of time to be allocated by the Consultant to any
specific  service, shall be determined at the sole discretion of the Consultant.
4.  TERM  OF  AGREEMENT.  The  term  of  this  Agreement  shall  be One (1) year
commencing  on  the date of this Agreement, both subject to prior termination as
hereinafter  provided.
5.  COMPENSATION  AND  EXPENSES.  In  full  consideration  of the services to be
provided  for  the  Client  by  the  Consultant, the Client agrees to compensate
Consultant with six million (6,000,000) shares of ITEC common stock to be issued
pursuant  to  instructions  to  be  provided  by  Consultant's.

In  addition,  the  Client  shall  reimburse the Consultant for all pre-approved
expenses and disbursements incurred by the Consultant on behalf of the Client in
connection  with  the  performance  of  consulting  services  pursuant  to  this
Agreement.  Consultant  shall  be  solely  responsible  for  all  expenses  and
disbursements  anticipated  to  be made in connection with its performance under
this  Agreement.
6.  DUTIES  AND  OBLIGATIONS  OF  CLIENT.
     (a) Client shall furnish to Consultant such current information and data as
necessary  for  Consultant  to understand and base its advice to the Client, and
shall  provide  such  current  information  on  a  regular basis, including at a
minimum
     (b)  Client shall be responsible for advising Consultant of any information
or  facts  which  would affect the accuracy of any prior data and information to
Consultant  so  that  Consultant.
7.  TERMINATION
     (a)  Without cause, Consultant's relationship with the Client hereunder may
be  terminated  at  any  time by mutual written agreement of the parties hereto.
     (b)  Without  cause,  this  Agreement shall terminate upon the dissolution,
bankruptcy  or  insolvency  of  the  Client.
     (c)  Without  cause,  and  without  excusing the Client's obligations under
Section  5  herein  above.  Consultant  shall  have  the right and discretion to
terminate this Agreement should the Client violate any law, ordinance, permit or
regulation  of  any  governmental  entity,  except  for  violations which either
singularly  or  in the aggregate do not have or will not have a material adverse
effect  on  the  operations  of  the  Client.
     (d) For cause, this Agreement may be terminated by either party upon giving
written notice to the other party if the other party is in default hereunder and
such  default  is  not  reasonably  cured within fifteen (15) days after written
notice  of  such  default.
     (e)  For  cause(s)  as set forth below, this Agreement may be terminated by
Client  after  giving written notice specifically detailing all and any event(s)
of  default  to  Consultant,  if  such  specified  event(s)  of  default  is not
reasonably  cured  within  fifteen  (15) days after receipt of written notice of
such  events  of  default(s):
     (i)  Any  willful  breach  of  duty  by  Consultant;
     (ii)  Any  material  breach  by Consultant of the obligations in Section 9;
     (iii)  Any  material  act or event that would inhibit Consultant from fully
performing  its  responsibilities  under  this  Agreement  in  good  faith.
8.  WORK  PRODUCT.  It is agreed that all information and materials produced for
the Client shall be the property of the Consultant, free and clear of all claims
thereto  by  the  Client,  and  the  Client  shall retain no claim of authorship
therein.
9.  CONFIDENTIALITY.  The Consultant recognizes and acknowledges that it has and
will  have  access  to  certain  confidential  information of the Client and its
affiliates  that  are  valuable,  special  and unique assets and property of the
Client  and  such  affiliates.  The Consultant will not, during the term of this
Agreement,  or  any time thereafter, disclose, without the prior written consent
or  authorization  of the Client, any of such information to any person, for any
reason  or  purpose  whatsoever.  In  this  regard,  the Client agrees that such
authorization  or  consent  to  disclose  may be conditioned upon the disclosure
being  made  pursuant  to  a  secrecy  agreement, protective order, provision of
statute,  rule,  regulation  or procedure under which the confidentiality of the
information  is maintained in the hands of the person to whom the information is
to  be  disclosed  or  in  compliance  with  the  terms  of  a judicial order or
administrative  process.
10.  CONFLICT  OF INTEREST. The Consultant shall be free to perform services for
other  persons.  The  Consultant  will  notify  the Client of its performance of
consultant  services  for  any  other  person,  which  could  conflict  with its
obligations  under  the  Agreement.  Upon  receiving such notice, the Client may
terminate  this  Agreement  or  consent  to  the Consultant's outside consulting
activities;  failure  to  terminate  this  Agreement,  within  seven (7) days of
receipt  of  written  notice  of conflict, shall constitute the Client's ongoing
consent  to  the  Consultant's  outside  consulting  services.  Termination  of
agreement  pursuant  to  this  section  should  be deemed termination for cause.

11.  DISCLAIMER  OF  RESPONSIBILITY  FOR  ACTS OF THE CLIENT. The obligations of
Consultant  described  in  this  Agreement  consist  solely of the furnishing of
information  and advice to the Client in the form of services. In no event shall
Consultant  be  required  by  this  Agreement  to  represent  or make management
decisions for the Client. All final decisions with respect to acts and omissions
of  the  Client or any affiliates and subsidiaries, shall be those of the Client
or such affiliates and subsidiaries, and Consultant shall under no circumstances
be  liable  for  any  expense  incurred  or  loss  suffered  by  the Client as a
consequence  of  such  acts  or  omissions.
12.  INDEMNIFICATION.  The  Client  shall  protect,  defend,  indemnify and hold
Consultant  and  its assigns and attorneys, accountants, employees, officers and
directors harmless from and against all losses, liabilities, damages, judgments,
claims,  counterclaims,  demands,  actions,  proceedings,  costs  and  expenses
(including  reasonable  attorneys'  fees)  of every kind and character resulting
from,  relating  to  or  arising  out  of (a) the inaccuracy, non-fulfillment or
breach  of  any  representation,  warranty,  covenant  or  agreement made by the
Client;  or  (b)  any  legal  action,  including  any counterclaim, based on any
representation,  warranty,  covenant  or agreement made by the Client herein; or
(c)  negligence  or  willful  misconduct  by  the  Client.
The Consultant shall protect, defend, indemnify and hold harmless the Client and
its  assigns  and  attorneys,  accountants,  employees,  officers  and directors
harmless  from  and against all losses, liabilities, damages, judgments, claims,
counterclaims,  demands,  actions,  proceedings,  costs  and expenses (including
reasonable attorneys' fees) of every kind and character resulting from, relating
to  or  arising  out  of  (a)  the  inaccuracy, non-fulfillment or breach of any
representation,  warranty,  covenant  or agreement made by the Consultant herein
except  those  based  on  information  furnished  by  the  Client  or  its
representatives;  or  (b) any legal action, including any counterclaim, based on
any  representation,  warranty,  covenant  or  agreement  made by the Consultant
herein  which  was  not  based  on  information  furnished by the Client; or (c)
negligence  or  willful  misconduct  by  the  Consultant.
13.     13.  NOTICES.  Any  notices required or permitted to be given under this
Agreement  shall  be  sufficient  if  in  writing  and  delivered  or  sent  by:
(a)  Registered  or  Certified  Mail to the principal office of the other party,
postage  prepaid  with return receipt requested deposited in a proper receptacle
of  the  United  States  Postal  Service or its successors. Said notice shall be
addressed  to  the  intended recipient. A written notice sent in conformity with
this provision shall be deemed delivered as of the date shown "delivered" on the
return  receipt;  or,
(b)  Transmitted  by  Prepaid Telegram or by Telephone Facsimile Transmission if
the  addressee  or its fax machine confirmation acknowledges receipt.  Notice so
transmitted  by  telegram  or  facsimile transmission shall be effective only if
receipt  of  transmission  is  acknowledged by an appropriate machine or written
confirmation, and such notice shall be deemed effective on the next business day
after  transmission;  or,
(c)  Notice  given in any other manner shall be effective only if proven to have
been  received  by  the  addressee.
For purposes of notice, the address of each party shall be the address set forth
above;  Provided,  however,  that  each party shall have the right to change his
respective  address  for  notices  hereunder  to  another location(s) within the
continental  United  States by giving 30 days' written notice to the other party
in  the  manner  set  forth  hereinabove.
14. WAIVER OF BREACH. Any waiver by either party of a breach of any provision of
this  Agreement by the other party shall not operate or be construed as a waiver
of  any  subsequent  breach  by  any  party.
16.  APPLICABLE  LAW.  It  is  the  intention  of  the  parties hereto that this
Agreement  and  the  performance hereunder and all suits and special proceedings
hereunder  be construed in accordance with and under and pursuant to the laws of
the  State  of  Florida  and  that  in  any  action, special proceeding or other
proceeding  that  may be brought arising out of, in connection with or by reason
of  this  Agreement,  the  laws  of the State of Florida shall be applicable and
shall  govern  to the exclusion of the law of any other forum, without regard to
the  jurisdiction  on  which any action or special proceeding may be instituted.

17.  SEVERABILITY. All agreements and covenants contained herein are sever able,
and in the event any of them shall be held to be invalid by any competent court,
the  Agreement  shall  be interpreted as if such invalid agreements or covenants
were  not  contained  herein.
18.  ENTIRE  AGREEMENT.  This  Agreement  constitutes  and  embodies  the entire
understanding and agreement of the parties and supersedes and replaces all prior
understanding,  agreements  and  negotiations  between  the  parties.
19.  WAIVERS AND MODIFICATION. Any waiver, alteration, or modification of any of
the  provisions  of  this  Agreement  shall be valid only if made in writing and
signed  by  the  parties  hereto. Each party hereto, may waive any of its rights
hereunder  without affecting a waiver with respect to any subsequent occurrences
or  transactions  hereof.
21.  COUNTERPARTS  AND  FACSIMILE  SIGNATURE.  This  Agreement  may  be executed
simultaneously  in  two  or  more counterparts, each of which shall be deemed an
original,  but  all  of  which  taken together shall constitute one and the same
instrument.  Execution  and  delivery of this Agreement by exchange of facsimile
copies  bearing  the  facsimile  signature  of a party hereto shall constitute a
valid  and  binding execution and delivery of this Agreement by such party. Such
facsimile  copies  shall  constitute  enforceable  original  documents.
IN  WITNESS  WHEREOF,  the  parties hereto have duly executed and delivered this
Agreement,  effective  as  of  the  date  set  forth  above.
CLIENT:                         CONSULTANT:
IMAGING  TECHNOLOGIES  CORP          TRIPLE  CROWN  CONSULTING  Co.
/s/  Brian  Bonar                         /s/  Benjamin  Kaplan