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

                                    Agreement



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

ITEC is indebted to Xxxxx  Xxxxxx in the amount of $10,000 for accrued  director
at December 30, 1998.

In  accordance  with this  Agreement,  Xxxxx  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.




Xxxxx Xxxxxx


/s/ Xxxxx Xxxxxx
---------------------------
Xxxxx Xxxxxx





Imaging Technologies Corporation:


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