EXHIBIT 99.5
SHARE ACQUISITION AGREEMENT
This Share Acquisition Agreement (the "Agreement") is made and entered into by
and between QUIK PIX, INC., a Nevada Corporation ("QPI"), IMAGING TECHNOLOGIES
CORPORATION, a Delaware corporation ("ITEC"), and JOHN CAPEZZUTO, an adult
individual ("Mr. Capezzuto") (each referred to herein as a "Party" and together
referred to as the "Parties"), and is based upon the following Recitals:
R E C I T A L S
A. On November 28, 2000 QPI and ITEC entered into a letter of intent
regarding a certain share acquisition transaction (the "Transaction"), which was
followed by the execution of a definitive agreement, made and entered into by
ITEC and QPI on December 11, 2000 (the "Definitive Agreement"). The Definitive
Agreement contemplated the Transaction, which called for ITEC to assume the then
current liabilities of QPI in exchange for QPI issuing to ITEC thirty seven
million five hundred thousand (37,500,000) shares of restricted QPI common
stock. Effective September 14, 2001, QPI, ITEC and John Capezzuto entered into
a Settlement Agreement and Mutual General Release (the "Settlement Agreement"),
which contemplated the Transaction on different terms.
B. As of the date of this Agreement, the Transaction contemplated in the
Definitive Agreement and in the Settlement Agreement has not closed.
C. The Parties have decided to amicably terminate the Definitive Agreement
and the Settlement Agreement and to consummate the Transaction on the terms set
forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises and covenants recited, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, agree as follows:
A G R E E M E N T
1. Terms of Share Acquisition.
1.1 Acquisition of QPI Shares. At the Closing, ITEC shall be issued one
hundred ten million (110,000,000) restricted shares of QPI common stock (the
"QPI Shares").
1.2 Liquidation of Debt. ITEC shall be responsible to liquidate the trade
liabilities of QPI as of the Closing (the "QPI Liabilities"), up to a maximum of
two hundred thousand dollars ($200,000) to the satisfaction of the respective
creditors of QPI to whom such liabilities are owed. ITEC shall also convey to
QPI twelve million five hundred thousand (12,500,000) shares of ITEC common
stock (the "ITEC Shares") to be used by QPI to retire the convertible debentures
referred to in Section 5, below. The number of ITEC Shares shall be adjusted
for any stock splits, reverse splits, stock consolidations or similar events
that occur after the date this Agreement is signed and before the ITEC Shares
are issued.
1.3 Forgiveness of Debt. As of the Closing, ITEC shall forgive all current
debt owed to it by QPI, and QPI shall forgive all current debt owed to it by
ITEC.
2. Termination of the Definitive Agreement and the Settlement Agreement. By
their execution and delivery of this Agreement, the Parties mutually terminate
the Definitive Agreement and the Settlement Agreement, effective this date, and
forever disclaim any rights, interests or claims which any Party had resulting
from or arising out of the Definitive Agreement or the Settlement Agreement, or
in any way relating or concerning the representations made, actions or omissions
to act of the Parties (or any of them) or any other matters in any way relating
to the Definitive Agreement or the Settlement Agreement. No Party shall have
any right, duty or obligation to perform under any of the terms of the
Definitive Agreement or the Settlement Agreement, or any one or more of them, or
shall have any duties or obligations to any other Party arising out of or
relating to the Transaction, except for the performance of the terms expressly
set forth in this Agreement.
3. First Right of Refusal. QPI agrees that, for a period of five (5) years
commencing on the date of execution of this Agreement, (i) no other shares of
QPI common stock, above and beyond the QPI Shares, shall be sold for the purpose
of capital raising without ITEC having the first right of refusal to purchase
any number of shares of QPI common stock up to the number which the third party
is offering to purchase on the same terms as offered by the third party; and no
sale or issuance of QPI common stock in excess of five percent (5%) of the then
total issued and outstanding shares shall be done for any purpose without ITEC
having the first right of refusal to purchase additional shares of QPI common
stock, at the price equal to the consideration being received by QPI for the
shares to be issued (but in no case more than the then current market price) in
such number to maintain its percentage ownership of the then total issued and
outstanding shares. Such first right of refusal must be exercised within ten
(10) business days of notice being delivered to ITEC regarding another entity or
individual's interest in purchasing shares of QPI common stock or of QPI's
intent to otherwise issue shares of QPI common stock.
4. Distribution Agreement. QPI and ITEC shall enter into a Non-Exclusive
Distribution Agreement (the "Distribution Agreement"), substantially in the form
attached hereto as Exhibit A, in which QPI shall grant to ITEC a non-exclusive
license to advertise, market, sell and distribute QPI's Photomotion Images
products.
5. QPI Debentures. As part of the Definitive Agreement and the Settlement
Agreement, ITEC was responsible for the assumption of certain debentures issued
by QPI (the "Debentures") and held by certain debenture holders (the "Debenture
Holders"). As this Settlement Agreement confirms the amicable termination of
the Definitive Agreement and the Settlement Agreement, QPI will now retain all
liability associated with the settling of the Debentures. QPI shall use the
ITEC Shares to retire the Debentures and associated accrued interest. QPI has
entered into releases with the Debenture Holders, which are attached hereto as
Exhibits B, C, D, E, and F, and which will be affirmed in writing prior to the
Closing.
6. ITEC shall reimburse Mr. Capezutto or pay on his behalf up to Forty-five
thousand dollars ($45,000.00) for the costs associated with returning to QPI his
paychecks which have not been cashed and filing related amended income tax
returns. Such payment on the behalf of Mr. Capezutto to the IRS or other tax
authorities shall be made as required by said entity.
7. Shareholder Vote. Insofar as may be necessary under applicable law,
either (a) a meeting of the shareholders of QPI for the special purpose of
approving the transactions contemplated by this Agreement shall be promptly
scheduled; or (b) the Articles of Incorporation and/or the Bylaws of QPI shall
be appropriately amended to eliminate the requirement for such approval. In
either case, Mr. Capezzuto hereby agrees to vote all of his QPI shares and all
shares to which he has control or voting rights in favor of approval of the
transactions contemplated by this Agreement or in favor of any appropriate
amendment to the Articles of Incorporation and/or the Bylaws of QPI.
8. Continuing Covenants of the Parties. By their execution and delivery of
this Agreement, the Parties each hereby covenant and agree that they shall at
all times conduct themselves as follows:
(a) Each Party shall treat and maintain all Confidential Information (as
hereafter defined) belonging to the other Party, and which was obtained through
the Agreements or otherwise, in complete confidence, and shall not disclose,
divulge or disseminate any of such Confidential Information, nor provide any
oral or written summaries, extracts, excerpts or compilations thereof, for any
purpose or to any person, without the prior written consent of the Party to
which the information originated, which consent need not be given; for purposes
of this Agreement, the term "Confidential Information" shall mean information of
competitive advantage and/or value to the Party it originates from which is not
part of the public domain and not generally known in the trade, and which may
give the Party an advantage over its competitors who do not know or use such
information, including, without limitation, information concerning practices,
business policies, pricing structures, information concerning existing or
prospective customers, business development policies and strategies, vendor
relationships and agreements, internal corporate matters, trade secrets and
generally private information concerning the business, operations, financial
condition, growth and development, or future prospects of the Party;
(b) Neither Party shall make any public release or filing concerning this
Settlement Agreement or the transactions contemplated hereby without prior
approval of other Party. If no response is received from the Party of whom
response is requested within three (3) business days of receipt, then right to
publish such release or filing shall be deemed given.
9. General Release of Claims by the Parties. As further consideration for
this Agreement and the termination of the Definitive Agreement and the
Settlement Agreement, each Party hereby releases and discharges the other Party,
and its own and the other Party's respective officers, directors, employees,
partners, attorneys, consultants, agents, representatives and assigns, and their
insurance companies, and each and all of them, of and from any and all
obligations, liabilities, guarantees, actions, causes of action, damages,
judgments, executions, debts, costs, expenses, attorney fees, taxes, liens,
notes, securities, stocks, bonds, investments, claims, and demands whatsoever
under the laws of the State of California, and of any other state of the United
States and/or the United States of America and the laws of any other nation,
country, territory or jurisdiction, arising out of or resulting from the
Transaction, the Definitive Agreement and/or the Settlement Agreement, from the
beginning of time to and including the effective date of this Agreement, except
as expressly and specifically set forth in this Agreement.
Civil Code Section 1542 Waiver. It is further understood and agreed that
each Party specifically and expressly waives any and all rights under Section
1542 of the California Civil Code, or any analogous federal, state or municipal
law, rule, regulation or ordinance. Section 1542 provides as follows:
Certain Claims Not Affected By General Release
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"A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the Release, which if
known by him, must have materially effected his settlement with the debtor."
10. Attorneys Fees and Costs. The Parties agree that each will bear their
own costs and attorneys' fees incurred in connection with the preparation,
execution and delivery of this Agreement, and the performance of their
respective obligations contained herein, except as otherwise expressly stated in
this Agreement.
11. Representations and Warranties of QPI. QPI hereby represents and
warrants to ITEC, as of the date hereof, the following:
11.1 QPI is a corporation duly organized and validly existing under the laws
of the State of Nevada, and has full power and authority to enter into, execute
and perform this Agreement which, once executed by QPI, shall be the valid and
binding obligation of QPI, enforceable against it by any court of competent
jurisdiction in accordance with their respective terms;
11.2 The individuals signing this Agreement on behalf of QPI are the duly
elected executive officers of QPI as so indicated, and have full power and
authority to enter into and execute this Agreement for and on behalf of QPI;
11.3 QPI is not bound by or subject to any contract, agreement, court order
or judgment, administrative ruling, law, regulation or any other item which
prohibits or restricts QPI from entering into and performing this Agreement in
accordance with the terms herein, or requiring the consent of any third party
prior to the entry into or performance of this Agreement in accordance with the
terms herein by QPI.
11.4 QPI has obtained, and at or prior to the execution of this Agreement
delivered to the other Party (or, if it cannot be obtained and delivered by
execution of this Agreement, then within five (5) days after its execution by
QPI it shall provide to ITEC), written authorizations of the Board of Directors
of QPI consenting to all of the transactions, terms and conditions contemplated
by and included in this Agreement;
11.5 QPI has the legal and corporate capability to enter into, execute and
fully perform each transaction, agreement and undertaking set forth in or
contemplated by this Agreement as of the date hereof, and shall continue to have
the same throughout the entirety of this Agreement; and
11.6 With respect to the shares of QPI common stock to be delivered under
Section 2.1(b) above, QPI hereby represents and warrants that it has filed all
reports and other documents required to be filed by the SEC, the NASD and any
state securities administration, and it shall continue to timely file and
maintain such documents in order for investors in the QPI Shares to be able to
make public sales of such shares under Rule 144 under the Securities Act of
1933; all of such filings are and will be true and correct when filed, and have
not and will not contain any statement which is false or materially misleading;
and QPI has not received any communication from any federal or state securities
agency which asserts or indicates that either of the statements made in the
preceding two clauses is untrue.
12. Representations and Warranties of ITEC. ITEC hereby represents and
warrants to QPI, as of the date hereof as follows:
12.1 ITEC is a corporation duly organized and validly existing under the
laws of the State of Delaware, and has full power and capacity to enter into,
execute and perform this Agreement which, once executed by ITEC, shall be the
valid and binding obligation of ITEC, enforceable against each of them by any
court of competent jurisdiction in accordance with their respective terms; and
12.2 the individuals signing this Agreement on behalf of ITEC are the duly
elected executive officers of ITEC as so indicated, and have full power and
authority to enter into and execute this Agreement for and on behalf of ITEC;
12.3 ITEC is not bound by or subject to any contract, agreement, law, court
order or judgment, administrative ruling, regulation or any other item which
prohibits or restricts ITEC from entering into and performing this Agreement in
accordance with the terms herein, or requiring the consent of any third party
prior to the entry into or performance of this Agreement in accordance with the
terms herein by ITEC;
12.4 ITEC has obtained, and at or prior to the execution of this Agreement
delivered to the other Party (or, if it cannot be obtained and delivered by
execution of this Agreement, then within five (5) days after its execution by
ITEC it shall provide to QPI), written authorizations of the Board of Directors
of ITEC consenting to all of the transactions, terms and conditions contemplated
by and included in this Agreement;
12.5 ITEC has the legal and corporate capability to enter into, execute and
fully perform each transaction, agreement and undertaking set forth in or
contemplated by this Agreement as of the date hereof, and shall continue to have
the same throughout the entirety of this Agreement;
12.6 with respect to the QPI Shares being acquired by ITEC:
(a) ITEC is acquiring the QPI Shares for its own account, and not with a
view toward the subdivision, resale, distribution, or fractionalization thereof;
ITEC has no contract, undertaking, or arrangement with any person to sell,
transfer, or otherwise dispose of the QPI Shares (or any portion thereof hereby
subscribed for), and has no present intention to enter into any such contract,
undertaking, agreement or arrangement;
(b) this subscription for Shares by ITEC is not the result of any form of
general solicitation or general advertising;
(c) ITEC hereby acknowledges that: (i) the offering of the QPI Shares was
made only through direct, personal communication between ITEC and QPI; (ii)
ITEC has had full access to material concerning QPI's planned business and
operations, which material was furnished or made available to ITEC by officers
or representatives of QPI; (iii) QPI has given ITEC the opportunity to ask any
questions and obtain all additional information desired in order to verify or
supplement the material so furnished; and (iv) ITEC understands and
acknowledges that a purchaser of the QPI Shares must be prepared to bear the
economic risk of such investment for an indefinite period because of: (A) the
heightened nature of the risks associated with an investment in QPI due to its
status as an early-stage company, including without limitation the risk of loss
of the entire amount of their investment; and (B) illiquidity of the QPI Shares
due to the fact that (1) the QPI Shares have not been registered under the
Securities Act of 1933 (the "Act") or any state securities act (nor passed upon
by the SEC or any state securities commission), and (2) the QPI Shares may not
be registered or qualified by ITEC under federal or state securities laws solely
in reliance upon an available exemption from such registration or qualification,
and hence such Shares cannot be sold unless they are subsequently so registered
or qualified, or are otherwise subject to any applicable exemption from such
registration requirements; and (3) substantial restrictions on transfer of the
QPI Shares, as set forth by legend on the face or reverse side of every
certificate evidencing the ownership of the QPI Shares;
(d) ITEC is an "accredited investor" as such term is defined in Rule 501 of
Regulation D promulgated by the Securities and Exchange Commission under the
Act, or, if ITEC is non-accredited, then it has sufficient business expertise
and sophistication so as to be able to make a determination concerning the
relative risks and merits of an investment in the securities, and has a
pre-existing business or personal relationship with at least one of the
shareholders, directors or executive officers of QPI;
(e) ITEC has received material concerning QPI's planned business and
operations and carefully read it; the decision to make an investment in the QPI
Shares has been taken solely in reliance upon the information contained such
materials, and such other written information supplied by an authorized
representative of QPI as ITEC may have requested; ITEC acknowledges that all
documents, records and books pertaining to this investment have been made
available for inspection by ITEC, its attorneys, accountants and purchaser
representatives upon request prior to tendering this Settlement Agreement, and
that it has been informed by QPI that the books and records of QPI will be
available for inspection by ITEC or its agents and representatives at any time,
and from time to time, during reasonable business hours, upon reasonable notice
and upon the signing of a Confidentiality Agreement between ITEC and QPI; ITEC
further acknowledges that it (or its advisors, agents and/or representatives)
has had a reasonable and adequate opportunity to ask questions of and receive
answers from QPI concerning the terms and conditions of this subscription, the
nature of the QPI Shares and the business and operations of QPI, and to obtain
from QPI such additional information, to the extent possessed or obtainable
without unreasonable effort or expense, as is necessary to verify the accuracy
of the information contained in the materials provided by QPI; all such
questions have been answered by QPI to the full satisfaction of ITEC; ITEC is
not relying upon any oral information furnished by QPI or any other person in
connection with his investment decision, and in any event, no such oral
information has been furnished to ITEC which is in any way inconsistent with or
contradictory to any information contained in the materials provided to ITEC by
QPI in writing as described above;
(f) ITEC understands and acknowledges that the QPI Shares will be unsecured
by QPI or any other person, and non-recourse to any shareholder, officer,
director, employee, agent or representative of QPI; and
(g) ITEC has been advised to consult with an attorney regarding all legal
matters concerning the purchase and ownership of the QPI Shares, and with a tax
advisor regarding the tax consequences of purchasing such Shares.
12.7 With respect to the shares of ITEC common stock to be delivered under
Section 2.1(g) above, ITEC hereby represents and warrants that it has filed all
reports and other documents required to be filed by the SEC, the NASD and any
state securities administration, and it shall continue to timely file and
maintain such documents in order for investors in the ITEC Shares to be able to
make public sales of such shares under Rule 144 under the Securities Act of
1933; all of such filings are and will be true and correct when filed, and have
not and will not contain any statement which is false or materially misleading;
and ITEC has not received any communication from any federal or state securities
agency which asserts or indicates that either of the statements made in the
preceding two clauses is untrue.
13. Closing and Conditions to Closing. The transactions contemplated by
this Agreement shall be closed no later than thirty (30) days from the date of
the last signature on this Agreement at the offices of ITEC (the "Closing").
Prior to the Closing, all of the following shall have occurred or the
requirement for their occurrence shall have been waived in writing by all
Parties:
13.1 ITEC shall provide QPI with a certificate, signed by an officer of
ITEC, that all representations and warranties of ITEC herein are true and
correct as of the date of the Closing.
13.2 QPI shall provide ITEC with a certificate, signed by an officer of
QPI, that all representations and warranties of QPI herein are true and correct
as of the date of the Closing.
13.3 All of the current directors and officers of QPI shall have provided
written resignations of their offices effective upon election of new directors
and officers by a majority of the holders of the issued and outstanding shares
of QPI common stock after the Closing. Mr. Capezutto shall have agreed in
writing to remain as a member of the management of QPI in a position other than
that of Chief Executive Officer.
13.4 All of the trade debt of QPI and unpaid payroll other than due to
Mr. Capezutto will be reduced to an amount not to exceed Two hundred thousand
dollars ($200,000.00) and all other debt, including notes payable, debentures
and unpaid payroll due to Mr. Capezutto, with the exception of the tax
liabilities discussed below, will be eliminated through conversion to equity or
otherwise.
13.5 The Federal and State of California income tax liabilities of QPI,
as a company and for the benefit of its past and current employees, currently in
the amount of approximately Six hundred thousand dollars ($600,000.00), will be
settled on terms that will include a payment plan of all net income of QPI up
Twenty-five thousand dollars ($25,000.00) per month. ITEC will assist QPI in
achieving such a settlement of these tax liabilities. Discussions regarding the
settlement of these liabilities will have begun within fifteen (15) days of the
date of the last signature to this Agreement.
13.6 QPI will obtain written affirmation of the release of all
liabilities of QPI under the Debentures from each of the Debenture Holders.
13.7 The total number of shares of QPI common stock issued and
outstanding as of the Closing shall not exceed Twenty million (20,000,000)
shares.
13.8 QPI will have obtained the approval of the transactions contemplated
by this Agreement from its current shareholders.
14. Termination. Either Party may immediately terminate this Agreement upon
the material breach by the non-terminating Party of any agreement, covenant,
representation or warranty contained herein, or (by the non-affected Party) upon
the bankruptcy, insolvency or the filing of any voluntary or involuntary
petition for bankruptcy by or against the non-terminating Party, or for the
appointment of a receiver or the making of a request for a moratorium or
assignment for the benefit of creditors generally against the non-terminating
Party. In the event that this Agreement shall become terminated by reason of
any of the foregoing circumstances, then the Parties hereby agree and
acknowledge that such termination shall not disturb or unwind the releases of
claims given by each Party to the other Party pursuant to Section 8 of this
Agreement, the full and complete consideration for which was its entry into in
good faith, and willingness to perform the terms hereof but for the termination
of this Agreement by the Party whose actions or circumstances created the right
to terminate this Agreement.
15. Successors. This Agreement is binding upon and shall inure to the
benefit of the Parties and each Party's respective successors, assigns, heirs,
spouses, agents and personal representatives, enforceable against each of them
in accordance with its terms.
16. Assignment. This Agreement may not be assigned in whole or in part, by
either Party, whether by operation of law or by contract, without the prior,
written consent of the other Party, which consent may be given or withheld in
the sole and exclusive discretion of such other Party.
17. Entire Agreement. This Agreement contains the sole and entire agreement
and understanding of the Parties with respect to the entire subject matter, and
any and all prior discussions, negotiations, commitments and understandings
related hereto are merged herein. No representations, oral or otherwise,
express or implied other than those contained in this Agreement have been made
by any Party. No other agreements not specifically referred to herein, oral or
otherwise, shall be deemed to exist or to bind any of the Parties to this
Agreement.
18. Provisions Severable. The Parties expressly agree and contract that it
is not the intention of any of them to violate any public policy, statutory or
common laws, rules, regulations, treaties or decisions of any government or
agency thereof. If any section, sentence, clause, word or combination thereof
in this Agreement is judicially or administratively interpreted or construed as
being in violation of any such provisions of any jurisdiction, such sections,
sentences, words, clauses or combinations thereof shall be inoperative in each
such jurisdiction and the remainder of this Agreement shall remain binding upon
the Parties in each such jurisdiction.
19. Waiver, Modification and Amendment. All waivers hereunder must be made
in a signed writing, and failure by either Party at any time to require the
other Party's performance of any obligation under this Agreement shall not
affect the right subsequently to require performance of that obligation. Any
waiver of a breach or violation of any provision of this Agreement shall not be
construed as a waiver of any continuing or succeeding breach of such provision
or a waiver or modification of the provision. This Agreement may be modified or
amended only by a later writing signed by all of the Parties.
20. Governing Law; Venue. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of California applicable to
the performance and enforcement of contracts made within such state, without
giving effect to the law of conflicts of laws applied thereby. In the event
that any dispute shall occur between the parties arising out of or resulting
from the construction, interpretation, enforcement or any other aspect of this
Agreement, the parties hereby agree to accept the exclusive jurisdiction of the
Courts of the State of California sitting in and for the County of San Diego.
In the event either Party shall be forced to bring any legal action to protect
or defend its rights under the Agreement, then the prevailing Party in such
proceeding shall be entitled to reimbursement from the non-prevailing Party of
all fees, costs and other expenses (including, without limitation, the
reasonable expenses of its attorneys) in bringing or defending against such
action.
21. Titles and Captions. Paragraph titles and captions contained in this
Agreement are inserted only as a matter of convenience and for reference and in
no way define, limit, extend or describe the scope of this Agreement or the
intent of any provision.
22. Counterpart Signature Pages. This Agreement may be executed by the
Parties through counterpart signature pages (and not as part of one document
bearing all signatures consecutively), all of which, when together, shall
constitute satisfaction of the signature requirements. Facsimile signature
pages shall also be acceptable.
23. Authority. The undersigned individuals and/or entities execute this
Agreement on behalf of their respective parties, and represent and warrant that
said individual and/or entities are authorized to enter into and execute this
Agreement on behalf of such Parties, that the appropriate corporate resolutions
or other consents have been passed and/or obtained (if necessary), and that this
Agreement shall be binding on the Party on whose benefit they are executing this
Agreement.
24. Notices. All notices, requests, demands and other communications to be
given hereunder shall be in writing and shall be deemed to have been duly given
on the date of personal service or transmission by fax if such transmission is
received during the normal business hours of the addressee, or on the first
business day after sending the same by overnight courier service or by telegram,
or on the third business day after mailing the same by first class mail, or on
the day of receipt if sent by certified or registered mail, addressed as set
forth below, or at such other address as any Party may hereafter indicate by
notice delivered as set forth in this Section 24:
If to QPI:
Quick Pix, Inc.
7050 Village Drive, Suite F
Buena Park, CA 90621
Tel: (714) 522-8255
Fax: (714) 521-1745
Attn: John Capezzuto, CEO
If to ITEC:
Imaging Technologies Corporation
15175 Innovation Drive
San Diego, CA 92128
Tel: 858-613-1300
Fax: 858-207-6505
Attn: Brian Bonar, CEO and President
If to Mr. Capezzuto:
Mr. John Capezzuto
7050 Village Drive, Suite F
Buena Park, CA 90621
Tel: (714) 522-8255
Fax: (714) 521-1745
25. Survival. Notwithstanding anything to the contrary, the obligations of
the Parties under Sections 2, 8, 9, 14, and 24 above, and this Section 25, shall
survive the termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have set forth their hand as of the
date and year first above written.
IMAGING TECHNOLOGIES CORPORATION
By: /s/ Philip J. Englund
Philip J. Englund
Sr. Vice President, General Counsel
Dated: June 12, 2002
QUIK PIX, INC.
By: /s/ John Capezutto
John Capezutto
CEO
Dated: June 12, 2002
JOHN CAPEZZUTO
/s/ John Capezutto
John Capezutto
Dated: June 12, 2002