Agreement This Agreement is entered into as of December 30, 1998, by and between Paul Barber and Imaging Technologies Corporation ("ITEC"). ITEC is indebted to Paul Barber in the amount of $10,000 for accrued expenses and commissions at December 30,...

                                    Agreement



This  Agreement is entered  into as of December  30,  1998,  by and between Xxxx
Xxxxxx and Imaging Technologies Corporation ("ITEC").

ITEC is indebted  to Xxxx  Xxxxxx in the amount of $10,000 for accrued  expenses
and commissions at December 30, 1998.

In accordance with this Agreement, Xxxx Xxxxxx agrees to convert the full amount
of Ten Thousand Dollars  ($10,000) into Twenty Thousand  (20,000) shares of ITEC
Common Stock. These shares shall be made part of the next registration statement
to be filed by ITEC, which the Company expects to file by March 31, 1999.




Xxxx Xxxxxx


/s/ Xxxx Xxxxxx
--------------------------
Xxxx Xxxxxx





Imaging Technologies Corporation:


/s/ Xxxxx Xxxxx
-----------------------------
Xxxxx Xxxxx
Chief Executive Officer