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                                                                    Exhibit 10.2

                       IMAGING TECHNOLOGIES CORPORATION

                         2001 STOCK COMPENSATION PLAN

          1.   Purpose of the Plan. The purpose of the 2001 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 4,080,000 shares and/or
options of the Company's Common Stock, $.005 par value per share ("Common
Stock").

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          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
1,2000.

               9.2  Termination Date. The Plan shall terminate at Midnight on
May 31, 2001, 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

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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.

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