Agreement This Agreement is entered into as of December 30, 1998, by and between Frank Kavanaugh and Imaging Technologies Corporation ("ITEC"). ITEC is indebted to Frank Kavanaugh in the amount of $90,000 for accrued salaries and reduction of current...

                                    Agreement


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

ITEC is  indebted  to Xxxxx  Xxxxxxxxx  in the  amount of  $90,000  for  accrued
salaries and reduction of current employment agreement.

In accordance  with this Agreement,  Xxxxx Xxxxxxxxx  agrees to convert the full
amount of Ninety  Thousand  Dollars  ($90,000) into One Hundred Eighty  Thousand
(180,000)  shares of ITEC  Common  Stock to be issued in the name of DK Capital.
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 Xxxxxxxxx

/s/ Xxxxx Xxxxxxxxx
----------------------------------
Xxxxx Xxxxxxxxx


Imaging Technologies Corporation:

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







February 25, 1999



Imaging Technologies Corporation
00000 Xxx Xxxxxxxx
Xxx Xxxxx, XX 00000


Re:  Our Agreement of December 28, 1998



Gentlemen:

         Please be  advised  that I have  assigned  all of my  rights  under the
subject  agreement to DK Capital and hereby  request that all stock to be issued
to me under that agreement be issued in the name of DK Capital.


Very truly yours,


/s/ Xxxxx X. Xxxxxxxxx
    Xxxxx X. Xxxxxxxxx



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