Agreement This Agreement is entered into as of December 30, 1998, by and between Gerry Berg and Imaging Technologies Corporation ("ITEC"). ITEC is indebted to Gerry Berg in the amount of $20,000 for accrued bonuses at December 30, 1998. In accordance...

                                    Agreement


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

ITEC is indebted  to Xxxxx Xxxx in the amount of $20,000 for accrued  bonuses at
December 30, 1998.

In accordance with this Agreement,  Xxxxx Xxxx agrees to convert the full amount
of Twenty Thousand Dollars ($20,000) into Forty Thousand (40,000) 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.



Xxxxx Xxxx

/s/ Xxxxx Xxxx
----------------------------------
Xxxxx Xxxx


Imaging Technologies Corporation:

/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Chief Executive Officer