THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN  AVAILABLE   EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                        IMAGING TECHNOLOGIES CORPORATION

                            Expires February 1, 2004

No. W-__                                                     New York, New York
                                                               February 2, 1999


         FOR VALUE  RECEIVED,  subject to the provisions  hereinafter set forth,
the  undersigned,  IMAGING  TECHNOLOGIES  CORPORATION,  a  Delaware  corporation
(together with its successors and assigns, the "Issuer"), hereby certifies that

                               -------------------

or its registered assigns is entitled to subscribe for and purchase,  during the
period  specified  in  this  Warrant,  up  to  ___________  shares  (subject  to
adjustment as  hereinafter  provided) of the duly  authorized,  validly  issued,
fully paid and  non-assessable  Common Stock of the Issuer, at an exercise price
per share equal to the Warrant Price then in effect,  subject,  however,  to the
provisions and upon the terms and conditions hereinafter set forth.  Capitalized
terms used in this  Warrant  and not  otherwise  defined  herein  shall have the
respective meanings specified in Section 7 hereof.

         1. Term.  The right to  subscribe  for and  purchase  shares of Warrant
Stock represented  hereby shall commence on the date of issuance of this Warrant
and shall expire at 5:00 p.m.,  San Diego time, on February 1, 2004 (such period
being the "Term").


<PAGE>



         2. Method of Exercise  Payment:  Issuance of New Warrant:  Transfer and
Exchange.

         (a) Time of Exercise.  The purchase rights  represented by this Warrant
may be  exercised  in whole or in part at any time and from time to time  during
the Term.

         (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part,  by the  surrender  of this Warrant  (with the  exercise  form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment  to the  Issuer  of an  amount of  consideration  therefor  equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of  Warrant  Stock  with  respect  to which  this  Warrant  is then being
exercised,  payable at such Holder's  election (i) by certified or official bank
check or (ii) by surrender to the Issuer for  cancellation  of a portion of this
Warrant  representing  that number of unissued  shares of Warrant Stock which is
equal  to the  quotient  obtained  by  dividing  (A)  the  product  obtained  by
multiplying  the  Warrant  Price by the number of shares of Warrant  Stock being
purchased upon such exercise by (B) the difference  obtained by subtracting  the
Warrant  Price from the Per Share Market Value as of the date of such  exercise,
or (iii) by a combination  of the foregoing  methods of payment  selected by the
Holder of this Warrant.  In any case where the  consideration  payable upon such
exercise is being paid in whole or in part pursuant to the  provisions of clause
(ii) of this  subsection  (b), such  exercise  shall be  accompanied  by written
notice from the Holder of this Warrant  specifying the manner of payment thereof
and containing a calculation  showing the number of shares of Warrant Stock with
respect to which rights are being  surrendered  thereunder and the net number of
shares to be issued after giving effect to such surrender.

         (c) Issuance of Stock Certificates. In the event of any exercise of the
rights  represented by this Warrant in accordance  with and subject to the terms
and  conditions  hereof,  (i)  certificates  for the shares of Warrant  Stock so
purchased  shall be dated the date of such  exercise and delivered to the Holder
hereof within a reasonable  time,  not  exceeding  three Trading Days after such
exercise,  and the  Holder  hereof  shall be deemed for all  purposes  to be the
Holder  of the  shares  of  Warrant  Stock so  purchased  as of the date of such
exercise,  and (ii) unless this Warrant has expired, a new Warrant  representing
the  number of shares of  Warrant  Stock,  if any,  with  respect  to which this
Warrant shall not then have been exercised  (less any amount thereof which shall
have been  cancelled  in  payment or partial  payment  of the  Warrant  Price as
hereinabove  provided) shall also be issued to the Holder hereof at the Issuer's
expense within such time.

         (d) Transferability of Warrant.  This Warrant may not be transferred by
a Purchaser  without the prior written consent of the Company,  such consent not
to be  unreasonably  withheld.  If  transferred  pursuant to this  paragraph and
subject to the  provisions of subsection (e) of this Section 2, this Warrant may
be  transferred  on the books of the Issuer by the Holder hereof in person or by
duly authorized attorney, upon surrender of this Warrant at the principal office
of the Issuer,  properly  endorsed (by the Holder executing an assignment in the
form attached  hereto) and upon payment of any  necessary  transfer tax or other
governmental charge imposed upon such transfer.  This Warrant is exchangeable at
the  principal  office of the Issuer for  Warrants  for the purchase of the same
aggregate  number of shares of Warrant Stock,  each new Warrant to represent the
right to purchase  such number of shares of Warrant  Stock as the Holder  hereof
shall  designate at the time of such exchange.  All Warrants issued on transfers
or exchanges shall be dated the Original Issue Date and

                                       -2-

<PAGE>



shall be  identical  with  this  Warrant  except  as to the  number of shares of
Warrant Stock issuable pursuant hereto.

         (e)      Compliance with Securities Laws.

                  (i)  The  Holder  of  this  Warrant,   by  acceptance  hereof,
         acknowledges  that this  Warrant and the shares of Warrant  Stock to be
         issued upon exercise  hereof are being acquired solely for the Holder's
         own  account  and  not as a  nominee  for  any  other  party,  and  for
         investment,  and that the  Holder  will not  offer,  sell or  otherwise
         dispose of this  Warrant  or any  shares of Warrant  Stock to be issued
         upon  exercise  hereof  except  pursuant to an  effective  registration
         statement, or an exemption from registration,  under the Securities Act
         and any applicable state securities laws.

                  (ii) Except as provided in paragraph (iii) below, this Warrant
         and all certificates  representing  shares of Warrant Stock issued upon
         exercise  hereof  shall  be  stamped  or  imprinted  with a  legend  in
         substantially the following form:

                           THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT  BEEN
                  REGISTERED  WITH THE  SECURITIES  AND EXCHANGE  COMMISSION  IN
                  RELIANCE  UPON  AN  EXEMPTION  FROM  REGISTRATION   UNDER  THE
                  SECURITIES  ACT OF 1933,  AS AMENDED (THE  "SECURITIES  ACT"),
                  AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
                  TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES
                  ACT  OR  PURSUANT  TO AN  AVAILABLE  EXEMPTION  FROM,  OR IN A
                  TRANSACTION NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF
                  THE SECURITIES ACT.

                  (iii) The restrictions imposed by this subsection (e) upon the
         transfer  of this  Warrant  and  the  shares  of  Warrant  Stock  to be
         purchased upon exercise hereof shall terminate (A) when such securities
         shall have been  effectively  registered  under the Securities Act, (B)
         upon  the  Issuer's  receipt  of an  opinion  of  counsel,  in form and
         substance  reasonably  satisfactory  to the  Issuer,  addressed  to the
         Issuer to the effect that such  restrictions  are no longer required to
         ensure  compliance  with the  Securities  Act or (C) upon the  Issuer's
         receipt of other evidence  reasonably  satisfactory  to the Issuer that
         such  registration is not required.  Whenever such  restrictions  shall
         cease and terminate as to any such securities, the Holder thereof shall
         be  entitled  to receive  from the Issuer  (or its  transfer  agent and
         registrar),  without expense (other than applicable  transfer taxes, if
         any),  new Warrants  (or, in the case of shares of Warrant  Stock,  new
         stock  certificates)  of like tenor not bearing the applicable  legends
         required by paragraph  (ii) above  relating to the  Securities  Act and
         state securities laws.

         (f) Continuing Rights of Holder.  The Issuer will, at the time of or at
any time after each  exercise  of this  Warrant,  upon the request of the Holder
hereof or of any shares of Warrant Stock issued upon such exercise,  acknowledge
in writing the extent,  if any, of its  continuing  obligation to afford to such
Holder all rights to which such Holder shall  continue to be entitled after such
exercise in accordance with the terms of this Warrant, provided that if any such
Holder shall fail to make any

                                       -3-

<PAGE>



such  request,  the failure  shall not affect the  continuing  obligation of the
Issuer to afford such rights to such Holder.

         (g) Conversion of Warrants.  Each Warrant held by the Holders listed on
Schedule A shall be  exercisable  at the  option of such  Holders in whole or in
part at any time after the  Original  Issue Date;  provided,  however,  that the
number of shares of Common Stock issued by the Company to such Holders (together
with any shares of Common Stock  converted  from the Preferred  Stock) shall not
exceed  the  number of shares of  Common  Stock set forth  opposite  each of the
Holders' names on Schedule A attached hereto until the date on which the Company
receives  Shareholder  Approval.  Each  Holder not listed on Schedule A attached
hereto shall not exercise the Warrants (or convert  Preferred  Stock into shares
of Common Stock) until the earlier of (i) the date on which the Company receives
Shareholder  Approval  and (ii) the date  which is 65 days  after  the  Original
Issuance Date.

         3.  Stock Fully Paid: Reservation and Listing of Shares: Covenants.

         (a) Stock Fully Paid. The Issuer  represents,  warrants,  covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise  hereunder  will, upon issuance,  be duly  authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges  created by or through Issuer.  The Issuer further  covenants and agrees
that during the period  within which this Warrant may be  exercised,  the Issuer
will at all times have authorized and reserved for the purpose of the issue upon
exercise  of this  Warrant a  sufficient  number  of  shares of Common  Stock to
provide for the exercise of this Warrant.

         (b) Reservation.  If any shares of Common Stock required to be reserved
for issuance  upon exercise of this Warrant or as otherwise  provided  hereunder
require registration or qualification with any governmental  authority under any
federal or state law before  such  shares may be so issued,  the Issuer  will in
good faith use its best efforts as  expeditiously  as possible at its expense to
cause such shares to be duly  registered or qualified.  If the Issuer shall list
any shares of Common Stock on any securities  exchange or market it will, at its
expense,  list thereon,  maintain and increase when necessary such listing,  of,
all  shares of Warrant  Stock from time to time  issued  upon  exercise  of this
Warrant or as otherwise provided hereunder, and, to the extent permissible under
the applicable  securities  exchange rules, all unissued shares of Warrant Stock
which are at any time issuable hereunder,  so long as any shares of Common Stock
shall be so listed. The Issuer will also so list on each securities  exchange or
market, and will maintain such listing of, any other securities which the Holder
of this  Warrant  shall be entitled to receive upon the exercise of this Warrant
if at the time  any  securities  of the  same  class  shall  be  listed  on such
securities exchange or market by the Issuer.

         (c) Covenants.  The Issuer shall not by any action  including,  without
limitation,  amending the  Certificate  of  Incorporation  or the by-laws of the
Issuer,  or through  any  reorganization,  transfer  of  assets,  consolidation,
merger,  dissolution,  issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such  actions as may be  necessary  or  appropriate  to
protect  the  rights  of the  Holder  hereof  against  dilution  (to the  extent
specifically provided herein) or impairment.  Without limiting the generality of
the  foregoing,  the Issuer  will (i) not permit the par value,  if any,  of its
Common  Stock to exceed  the then  effective  Warrant  Price,  (ii) not amend or
modify any provision of the Certificate of Incorporation or by-laws

                                       -4-

<PAGE>



of the Issuer in any manner that would  adversely  affect in any way the powers,
preferences or relative  participating,  optional or other special rights of the
Common  Stock or which would  adversely  affect the rights of the Holders of the
Warrants,  (iii) take all such action as may be  reasonably  necessary  in order
that the Issuer may  validly  and  legally  issue  fully paid and  nonassessable
shares of Common Stock,  free and clear of any liens,  claims,  encumbrances and
restrictions  (other than as provided herein) upon the exercise of this Warrant,
and (iv) use its best efforts to obtain all such  authorizations,  exemptions or
consents from any public regulatory body having  jurisdiction  thereof as may be
reasonably  necessary to enable the Issuer to perform its obligations under this
Warrant.

         (d) Loss,  Theft,  Destruction  of  Warrants.  Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft,  destruction
or  mutilation  of any  Warrant  and,  in the  case of any such  loss,  theft or
destruction,  upon receipt of indemnity or security  satisfactory  to the Issuer
or, in the case of any such mutilation,  upon surrender and cancellation of such
Warrant,  the  Issuer  will  make and  deliver,  in lieu of such  lost,  stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

         (e) Rights and Obligations under the Registration Rights Agreement. The
Warrant  Stock are  entitled  to the  benefits  and  subject to the terms of the
Registration  Rights Agreement dated as of even date herewith between the Issuer
and the Holders  listed on the signature  pages thereof (as amended from time to
time, the "Registration Rights Agreement"). The Issuer shall keep or cause to be
kept a copy of the Registration Rights Agreement, and any amendments thereto, at
its chief executive office and shall furnish,  without charge, copies thereof to
the Holder upon request.

         4. Adjustment of Warrant Price and Warrant Share Number. The number and
kind of Securities purchasable upon the exercise of this Warrant and the Warrant
Price shall be subject to  adjustment  from time to time upon the  happening  of
certain events as follows:

         (a) Recapitalization,  Reorganization, Reclassification, Consolidation,
Merger or Sale.  (i) In case the Issuer after the  Original  Issue Date shall do
any of the following (each, a "Triggering  Event") (a) consolidate with or merge
into any other  Person and the Issuer shall not be the  continuing  or surviving
corporation of such  consolidation or merger,  or (b) permit any other Person to
consolidate with or merge into the Issuer and the Issuer shall be the continuing
or surviving Person but, in connection with such  consolidation  or merger,  any
Capital Stock of the Issuer shall be changed into or exchanged for Securities of
any  other  Person  or  cash  or any  other  property,  or (c)  transfer  all or
substantially all of its properties or assets to any other Person, or (d) effect
a capital  reorganization or reclassification of its Capital Stock, then, and in
the case of each such Triggering Event,  proper provision shall be made so that,
upon the basis and the terms and in the manner  provided  in this  Warrant,  the
Holder of this Warrant  shall be entitled  (x) upon the  exercise  hereof at any
time after the consummation of such Triggering Event, to the extent this Warrant
is not exercised  prior to such  Triggering  Event, or is redeemed in connection
with such  Triggering  Event,  to receive at the Warrant  Price in effect at the
time  immediately  prior to the consummation of such Triggering Event in lieu of
the Common  Stock  issuable  upon such  exercise of this  Warrant  prior to such
Triggering  Event, the Securities,  cash and property to which such Holder would
have been entitled upon the consummation of such Triggering Event if such Holder
had exercised the rights represented by this Warrant  immediately prior thereto,
subject to adjustments and increases (subsequent to such corporate action)

                                       -5-

<PAGE>



as nearly  equivalent as possible to the  adjustments  provided for in Section 4
hereof or (y) to sell this Warrant  (or, at such  Holder's  election,  a portion
hereof) to the Person continuing after or surviving such Triggering Event, or to
the Issuer (if Issuer is the  continuing  or surviving  Person) at a sales price
equal to the amount of cash, property and/or Securities to which a holder of the
number of shares of Common Stock which would  otherwise have been delivered upon
the exercise of this Warrant would have been entitled upon the effective date or
closing of any such  Triggering  Event  (the  "Event  Consideration"),  less the
amount or portion of such Event  Consideration  having a fair value equal to the
aggregate  Warrant  Price  applicable  to this Warrant or the portion  hereof so
sold.

         (ii)  Notwithstanding   anything  contained  in  this  Warrant  to  the
contrary,  the Issuer will not effect any Triggering Event unless,  prior to the
consummation  thereof, each Person (other than the Issuer) which may be required
to deliver any Securities, cash or property upon the exercise of this Warrant as
provided herein shall assume, by written instrument delivered to, and reasonably
satisfactory  to, the Holder of this Warrant,  (A) the obligations of the Issuer
under this  Warrant (and if the Issuer shall  survive the  consummation  of such
Triggering Event, such assumption shall be in addition to, and shall not release
the Issuer from,  any  continuing  obligations of the Issuer under this Warrant)
and (B) the obligation to deliver to such Holder such shares of Securities, cash
or property as, in accordance  with the foregoing  provisions of this subsection
(a),  such  Holder  shall be entitled  to  receive,  and such Person  shall have
similarly delivered to such Holder an opinion of counsel for such Person,  which
counsel  shall be  reasonably  satisfactory  to such  Holder,  stating that this
Warrant shall thereafter  continue in full force and effect and the terms hereof
(including,  without  limitation,  all of the provisions of this subsection (a))
shall be applicable to the Securities, cash or property which such Person may be
required to deliver  upon any  exercise of this  Warrant or the  exercise of any
rights pursuant hereto.

         (iii) If with  respect  to any  Triggering  Event,  the  Holder of this
Warrant has exercised its right as provided in clause (y) of subparagraph (i) of
this subsection (a) to sell this Warrant or a portion thereof, the Issuer agrees
that as a condition to the  consummation of any such Triggering Event the Issuer
shall secure such right of Holder to sell this Warrant to the Person  continuing
after or  surviving  such  Triggering  Event and the Issuer shall not effect any
such  Triggering  Event  unless  upon or prior to the  consummation  thereof the
amounts of cash,  property and/or Securities  required under such clause (y) are
delivered to the Holder of this Warrant.  The obligation of the Issuer to secure
such right of the Holder to sell this Warrant  shall be subject to such Holder's
cooperation  with the  Issuer,  including,  without  limitation,  the  giving of
representations  and warranties  comparable to the those given in the Securities
Purchase  Agreement to the  purchaser in  connection  with any such sale.  Prior
notice of any  Triggering  Event shall be given to the Holder of this Warrant in
accordance with Section 11 hereof.

         (b)  Subdivision or Combination of Shares.  If the Issuer,  at any time
while this  Warrant is  outstanding,  shall  subdivide  or combine any shares of
Common Stock,  (i) in case of subdivision of shares,  the Warrant Price shall be
proportionately reduced (as at the effective date of such subdivision or, if the
Issuer  shall take a record of Holders of its Common Stock for the purpose of so
subdividing,  as at the applicable record date, whichever is earlier) to reflect
the  increase in the total  number of shares of Common  Stock  outstanding  as a
result of such subdivision,  or (ii) in the case of a combination of shares, the
Warrant Price shall be  proportionately  increased (as at the effective  date of
such  combination or, if the Issuer shall take a record of Holders of its Common
Stock for the

                                       -6-

<PAGE>



purpose of so combining, as at the applicable record date, whichever is earlier)
to  reflect  the  reduction  in the total  number  of  shares  of  Common  Stock
outstanding as a result of such combination.

         (c) Certain  Dividends and  Distributions.  If the Issuer,  at any time
while this Warrant is outstanding, shall:

                  (i)  Stock  Dividends.  Pay a  dividend  in, or make any other
         distribution to its stockholders (without  consideration  therefor) of,
         shares of Common Stock, the Warrant Price shall be adjusted,  as at the
         date the  Issuer  shall take a record of the  Holders  of the  Issuer's
         Capital  Stock for the  purpose of  receiving  such  dividend  or other
         distribution  (or if no such  record is  taken,  as at the date of such
         payment or other distribution), to that price determined by multiplying
         the Warrant Price in effect  immediately  prior to such record date (or
         if no such record is taken,  then immediately  prior to such payment or
         other distribution),  by a fraction (1) the numerator of which shall be
         the total  number of shares  of Common  Stock  outstanding  immediately
         prior to such  dividend or  distribution,  and (2) the  denominator  of
         which shall be the total number of shares of Common  Stock  outstanding
         immediately after such dividend or distribution (plus in the event that
         the Issuer paid cash for  fractional  shares,  the number of additional
         shares  which  would  have  been  outstanding  had  the  Issuer  issued
         fractional shares in connection with said dividends); or

                  (ii)  Other  Dividends.   Pay  a  dividend  on,  or  make  any
         distribution of its assets upon or with respect to (including,  but not
         limited to, a distribution of its property as a dividend in liquidation
         or  partial  liquidation  or by way of return of  capital),  the Common
         Stock (other than as described in clause (i) of this  subsection  (c)),
         or in the event  that the  Company  shall  offer  options  or rights to
         subscribe  for  shares  of Common  Stock,  or issue  any  Common  Stock
         Equivalents,  to all of its holders of Common Stock, then on the record
         date for such  payment,  distribution  or offer or, in the absence of a
         record date, on the date of such payment,  distribution  or offer,  the
         Holder  shall  receive  what the  Holder  would  have  received  had it
         exercised this Warrant in full immediately  prior to the record date of
         such  payment,  distribution  or offer or, in the  absence  of a record
         date,  immediately  prior to the date of such payment,  distribution or
         offer.

         (d) Issuance of Additional  Shares of Common Stock.  If the Issuer,  at
any time while this Warrant is outstanding, shall issue any Additional Shares of
Common  Stock  (otherwise  than as provided  in the  foregoing  subsections  (a)
through (c) of this Section 4), at a price per share less than the Warrant Price
then in effect or less than the Per Share Market Value then in effect or without
consideration,  then the Warrant Price upon each such issuance shall be adjusted
to that price  (rounded to the  nearest  cent)  determined  by  multiplying  the
Warrant Price then in effect by a fraction:

                  (i) the  numerator  of which  shall be equal to the sum of (A)
         the number of shares of Common Stock  outstanding  immediately prior to
         the  issuance of such  Additional  Shares of Common  Stock plus (B) the
         number of shares of Common Stock  (rounded to the nearest  whole share)
         which  the  aggregate  consideration  for  the  total  number  of  such
         Additional  Shares of Common Stock so issued would  purchase at a price
         per share  equal to the greater of the Per Share  Market  Value then in
         effect and the Warrant Price then in effect, and


                                       -7-

<PAGE>



                  (ii) the  denominator of which shall be equal to the number of
         shares of Common Stock  outstanding  immediately  after the issuance of
         such Additional Shares of Common Stock.

The  provisions  of  this  subsection  (d)  shall  not  apply  under  any of the
circumstances for which an adjustment is provided in subsections (a), (b) or (c)
of this Section 4. No  adjustment  of the Warrant Price shall be made under this
subsection (d) upon the issuance of any Additional  Shares of Common Stock which
are issued pursuant to any Common Stock  Equivalent if upon the issuance of such
Common Stock  Equivalent  (x) any  adjustment  shall have been made  pursuant to
subsection (e) of this Section 4 or (Y) no adjustment  was required  pursuant to
subsection  (e) of this Section 4. No  adjustment  of the Warrant Price shall be
made under this  subsection  (d) in an amount less than $.01 per share,  but any
such lesser  adjustment  shall be carried  forward and shall be made at the time
and together with the next  subsequent  adjustment,  if any, which together with
any  adjustments  so  carried  forward  shall  amount to $.01 per share or more,
provided  that  upon any  adjustment  of the  Warrant  Price as a result  of any
dividend or  distribution  payable in Common Stock or Convertible  Securities or
the reclassification,  subdivision or combination of Common Stock into a greater
or smaller  number of shares,  the  foregoing  figure of $.01 per share (or such
figure as last  adjusted)  shall be adjusted (to the nearest  one-half  cent) in
proportion to the adjustment in the Warrant Price.

         (e) Issuance of Common Stock  Equivalents.  If the Issuer,  at any time
while this Warrant is outstanding,  shall issue any Common Stock  Equivalent and
the price per share for which Additional  Shares of Common Stock may be issuable
thereafter  pursuant  to such  Common  Stock  Equivalent  shall be less than the
Warrant  Price  then in effect or less than the Per Share  Market  Value then in
effect,  or if, after any such issuance of Common Stock  Equivalents,  the price
per share for which Additional Shares of Common Stock may be issuable thereafter
is amended  or  adjusted,  and such  price as so amended  shall be less than the
Warrant  Price or less than the Per Share  Market Value in effect at the time of
such  amendment,  then the Warrant  Price upon each such  issuance or  amendment
shall be adjusted as provided in the first  sentence of  subsection  (d) of this
Section 4 on the basis  that (1) the  maximum  number  of  Additional  Shares of
Common Stock  issuable  pursuant to all such Common Stock  Equivalents  shall be
deemed to have been issued  (whether or not such Common  Stock  Equivalents  are
actually then  exercisable,  convertible or exchangeable in whole or in part) as
of the  earlier  of (A) the date on which the  Issuer  shall  enter  into a firm
contract for the issuance of such Common  Stock  Equivalent,  or (B) the date of
actual  issuance  of  such  Common  Stock  Equivalent,  and  (2)  the  aggregate
consideration for such maximum number of Additional Shares of Common Stock shall
be deemed to be the minimum  consideration  received or receivable by the Issuer
for the  issuance of such  Additional  Shares of Common  Stock  pursuant to such
Common Stock Equivalent.  No adjustment of the Warrant Price shall be made under
this  subsection  (e) upon the  issuance of any  Convertible  Security  which is
issued  pursuant  to the  exercise  of any  warrants  or other  subscription  or
purchase rights  therefor,  if any adjustment shall previously have been made in
the  Warrant  Price then in effect upon the  issuance of such  warrants or other
rights  pursuant to this subsection (e). If no adjustment is required under this
subsection  (e)  upon  issuance  of any  Common  Stock  Equivalent  or  once  an
adjustment  is made under this  subsection  (e) based upon the Per Share  Market
Value in effect on the date of such adjustment,  no further  adjustment shall be
made  under  this  subsection  (e) based  solely  upon a change in the Per Share
Market Value after such date.


                                       -8-

<PAGE>



         (f) Purchase of Common  Stock by the Issuer.  If the Issuer at any time
while this  Warrant is  outstanding  shall,  directly  or  indirectly  through a
Subsidiary or  otherwise,  purchase,  redeem or otherwise  acquire any shares of
Common  Stock at a price per share  greater than the Per Share Market Value then
in  effect,  then the  Warrant  Price  upon each such  purchase,  redemption  or
acquisition  shall be  adjusted to that price  determined  by  multiplying  such
Warrant  Price by a fraction  (i) the  numerator of which shall be the number of
shares  of  Common  Stock  outstanding   immediately  prior  to  such  purchase,
redemption or  acquisition  minus the number of shares of Common Stock which the
aggregate  consideration  for the total number of such shares of Common Stock so
purchased,  redeemed or acquired  would  purchase at the Per Share Market Value;
and (ii) the  denominator of which shall be the number of shares of Common Stock
outstanding immediately after such purchase,  redemption or acquisition. For the
purposes of this subsection (f), the date as of which the Per Share Market Value
shall be computed shall be the earlier of (x) the date on which the Issuer shall
enter into a firm contract for the purchase,  redemption or  acquisition of such
Common Stock, or (y) the date of actual  purchase,  redemption or acquisition of
such  Common  Stock.  For the  purposes  of this  subsection  (f),  a  purchase,
redemption or acquisition of a Common Stock  Equivalent  shall be deemed to be a
purchase of the underlying  Common Stock,  and the  computation  herein required
shall be made on the basis of the full exercise,  conversion or exchange of such
Common Stock  Equivalent  on the date as of which such  computation  is required
hereby to be made,  whether or not such  Common  Stock  Equivalent  is  actually
exercisable, convertible or exchangeable on such date.

         (g) Other  Provisions  Applicable to Adjustments  Under this Section 4.
The following provisions shall be applicable to the making of adjustments in the
Warrant Price hereinbefore provided in Section 4:

                  (i) Computation of Consideration.  The consideration  received
         by the Issuer shall be deemed to be the  following:  to the extent that
         any Additional  Shares of Common Stock or any Common Stock  Equivalents
         shall be issued for a cash consideration, the consideration received by
         the Issuer  therefor,  or if such Additional  Shares of Common Stock or
         Common Stock  Equivalents  are offered by the Issuer for  subscription,
         the subscription  price, or, if such Additional  Shares of Common Stock
         or Common Stock  Equivalents  are sold to  underwriters  or dealers for
         public offering  without a subscription  offering,  the public offering
         price,  in any such case  excluding any amounts paid or receivable  for
         accrued  interest or accrued  dividends  and without  deduction  of any
         compensation,  discounts,  commissions, or expenses paid or incurred by
         the  Issuer  for or in  connection  with the  underwriting  thereof  or
         otherwise in connection with the issue thereof; to the extent that such
         issuance shall be for a consideration  other than cash, then, except as
         herein  otherwise  expressly  provided,  the fair market  value of such
         consideration at the, time of such issuance as determined in good faith
         by the Board.  The  consideration  for any Additional  Shares of Common
         Stock issuable  pursuant to any Common Stock  Equivalents  shall be the
         consideration  received  by the Issuer for issuing  such  Common  Stock
         Equivalents,  plus the additional  consideration  payable to the Issuer
         upon  the  exercise,  conversion  or  exchange  of  such  Common  Stock
         Equivalents.  In case of the  issuance  at any  time of any  Additional
         Shares of Common  Stock or  Common  Stock  Equivalents  in  payment  or
         satisfaction  of any  dividend  upon any class of Capital  Stock of the
         Issuer  other than  Common  Stock,  the Issuer  shall be deemed to have
         received  for such  Additional  Shares of Common  Stock or Common Stock
         Equivalents a consideration equal to the amount of

                                       -9-

<PAGE>



         such  dividend  so  paid  or  satisfied.  In  any  case  in  which  the
         consideration  to be  received  or paid shall be other  than cash,  the
         Board shall notify the Holder of this Warrant of its  determination  of
         the  fair  market  value of such  consideration  prior  to  payment  or
         accepting receipt thereof. If, within thirty days after receipt of said
         notice, the Majority Holders shall notify the Board in writing of their
         objection to such  determination,  a  determination  of the fair market
         value of such consideration  shall be made by an Independent  Appraiser
         selected by the Majority  Holders with the approval of the Board (which
         approval shall not be unreasonably  withheld),  whose fees and expenses
         shall be paid by the Issuer.

                  (ii)  Readjustment  of Warrant  Price.  Upon the expiration or
         termination  of the right to convert,  exchange or exercise  any Common
         Stock  Equivalent  the issuance of which  effected an adjustment in the
         Warrant  Price,  if such Common  Stock  Equivalent  shall not have been
         converted, exercised or exchanged in its entirety, the number of shares
         of Common  Stock deemed to be issued and  outstanding  by reason of the
         fact that they were issuable upon  conversion,  exchange or exercise of
         any such  Common  Stock  Equivalent  shall no longer be computed as set
         forth above,  and the Warrant Price shall  forthwith be readjusted  and
         thereafter  be the price which it would have been (but  reflecting  any
         other  adjustments in the Warrant Price made pursuant to the provisions
         of this Section 4 after the  issuance of such Common Stock  Equivalent)
         had the  adjustment of the Warrant  Price been made in accordance  with
         the issuance or sale of the number of Additional Shares of Common Stock
         actually  issued upon  conversion,  exchange or issuance of such Common
         Stock Equivalent and thereupon only the number of Additional  Shares of
         Common Stock actually so issued shall be deemed to have been issued and
         only the consideration  actually received by the Issuer (computed as in
         clause  (i) of this  subsection  (g))  shall  be  deemed  to have  been
         received by the Issuer.

                  (iii) Outstanding Common Stock. The number of shares of Common
         Stock at any time outstanding  shall (A) not include any shares thereof
         then directly or indirectly  owned or held by or for the account of the
         Issuer or any of its  Subsidiaries,  and (B) be deemed to  include  all
         shares of Common  Stock then  issuable  upon  conversion,  exercise  or
         exchange of any then outstanding  Common Stock Equivalents or any other
         evidences of Indebtedness,  shares of Capital Stock (including, without
         limitation,  the Preferred  Stock) or other Securities which are or may
         be at any time  convertible  into or exchangeable  for shares of Common
         Stock or Other Common Stock.

         (h) Other Action  Affecting  Common  Stock.  In case after the Original
Issue Date the Issuer shall take any action  affecting its Common  Stock,  other
than an action described in any of the foregoing  subsections (a) through (g) of
this  Section 4,  inclusive,  and the failure to make any  adjustment  would not
fairly  protect the purchase  rights  represented  by this Warrant in accordance
with the  essential  intent and  principle  of this  Section 4, then the Warrant
Price shall be adjusted in such manner and at such time as the Board may in good
faith determine to be equitable in the circumstances.

         (i)  Adjustment of Warrant Share  Number.  Upon each  adjustment in the
Warrant Price pursuant to any of the foregoing provisions of this Section 4, the
Warrant Share Number shall be adjusted,  to the nearest one hundredth of a whole
share, to the product obtained by multiplying the

                                      -10-

<PAGE>



Warrant Share Number  immediately  prior to such adjustment in the Warrant Price
by a fraction,  the  numerator of which shall be the Warrant  Price  immediately
before giving effect to such  adjustment  and the  denominator of which shall be
the Warrant Price  immediately  after giving effect to such  adjustment.  If the
Issuer shall be in default  under any  provision  contained in Section 3 of this
Warrant so that shares issued at the Warrant Price  adjusted in accordance  with
this Section 4 would not be validly issued,  the adjustment of the Warrant Share
Number provided for in the foregoing  sentence shall nonetheless be made and the
Holder of this  Warrant  shall be entitled to purchase  such  greater  number of
shares at the lowest price at which such shares may then be validly issued under
applicable law. Such exercise shall not constitute a waiver of any claim arising
against the Issuer by reason of its default under Section 3 of this Warrant.

         (j) Form of Warrant  after  Adjustments.  The form of this Warrant need
not be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

         5. Notice of  Adjustments.  Whenever the Warrant Price or Warrant Share
Number  shall be adjusted  pursuant  to Section 4 hereof  (for  purposes of this
Section 5, each an  "adjustment"),  the Issuer  shall cause its Chief  Financial
Officer to prepare  and  execute a  certificate  setting  forth,  in  reasonable
detail,  the event requiring the adjustment,  the amount of the adjustment,  the
method by which such  adjustment was calculated  (including a description of the
basis on which the Board made any  determination  hereunder,  provided that such
notice  shall not  contain  any  material or  non-public  information),  and the
Warrant Price and Warrant  Share Number after giving effect to such  adjustment,
and shall cause copies of such certificate to be delivered to the Holder of this
Warrant promptly after each  adjustment.  Any dispute between the Issuer and the
Holder of this Warrant with respect to the matters set forth in such certificate
may at the  option of the  Holder of this  Warrant  be  submitted  to one of the
national  accounting  firms  currently  known as the "big five"  selected by the
Holder,  provided  that the Issuer  shall have ten days after  receipt of notice
from such Holder of its selection of such firm to object thereto,  in which case
such Holder  shall  select  another  such firm and the Issuer shall have no such
right of objection.  The firm selected by the Holder of this Warrant as provided
in the preceding sentence shall be instructed to deliver a written opinion as to
such matters to the Issuer and such Holder within  thirty days after  submission
to it of such  dispute.  Such opinion  shall be final and binding on the parties
hereto.  The fees and  expenses  of such  accounting  firm  shall be paid by the
Issuer.

         6.  Fractional  Shares.  No fractional  shares of Warrant Stock will be
issued in connection  with and exercise  hereof,  but in lieu of such fractional
shares,  the Issuer  shall make a cash payment  therefor  equal in amount to the
product of the applicable fraction multiplied by the Per Share Market Value then
in effect.

         7. Definitions.  For the purposes of this Warrant,  the following terms
have the following meanings:

                  "Additional Shares of Common Stock" means all shares of Common
         Stock  issued by the Issuer  after the  Original  Issue  Date,  and all
         shares of Other Common, if any, issued by the Issuer after the Original
         Issue Date,  except (i) Warrant Stock,  (ii) any shares of Common Stock
         issuable  upon  conversion  of  the  Preferred  Stock  pursuant  to the
         Preferred Stock

                                      -11-

<PAGE>



         Certificate of  Designation,  (iii) any shares of Common Stock issuable
         upon  exercise  of  stock  options  referred  to  in  Items  4 and 5 of
         "Convertible Securities Instruments and Arrangements for Acquisition of
         Common Stock" of Schedule 2.1(c) of the Securities  Purchase Agreement,
         (iv)  any  shares  of  Common  Stock  issuable  pursuant  to  Item 6 of
         "Convertible Securities Instruments and Arrangements for Acquisition of
         Common Stock" of Schedule 2.1(c) of the Securities  Purchase Agreement,
         (v) any shares of Common  Stock  issuable  as  referred to in Item 2 of
         Schedule  3.13 or issuable  upon exercise of any warrants or conversion
         of preferred  stock as referred to in Items 1 and 2 of Schedule 3.13 of
         the Securities  Purchase  Agreement and (vi) any shares of Common Stock
         issuable  pursuant to the conversion of Series D Convertible  Preferred
         Stock  (the  "Series D  Stock")  and  exercise  of  warrants  issued in
         connection with the Securities  Purchase  Agreement,  dated January 13,
         1999, among the Company and certain investors  relating to the Series D
         Stock.

                  "Board" shall mean the Board of Directors of the Issuer.

                  "Capital  Stock"  means and  includes  (i) any and all shares,
         interests,  participations  or other  equivalents  of or  interests  in
         (however designated)  corporate stock,  including,  without limitation,
         shares of preferred or preference stock, (ii) all partnership interests
         (whether  general or  limited)  in any Person  which is a  partnership,
         (iii) all membership  interests or limited  liability company interests
         in any  limited  liability  company,  and (iv) all equity or  ownership
         interests in any Person of any other type.

                  "Certificate  of  Incorporation"   means  the  Certificate  of
         Incorporation of the Issuer as in effect on the Original Issue Date and
         the Preferred Stock  Certificate of Designation,  and as hereafter from
         time to time amended, modified,  supplemented or restated in accordance
         with the terms hereof and thereof and pursuant to applicable law.

                  "Original Issue Date" means February 2, 1999.

                  "Common Stock" means the Common Stock, $.005 par value, of the
         Issuer and any other  Capital Stock into which such stock may hereafter
         be changed.

                  "Common Stock  Equivalent"  means any Convertible  Security or
         warrant,  option  or  other  right to  subscribe  for or  purchase  any
         Additional Shares of Common Stock or any Convertible Security.

                  "Convertible  Securities"  means  evidences  of  Indebtedness,
         shares of Capital Stock or other  Securities which are or may be at any
         time convertible  into or exchangeable for Additional  Shares of Common
         Stock.  The term  "Convertible  Security"  means one of the Convertible
         Securities.

                  "Governmental Authority" means any governmental, regulatory or
         self-regulatory   entity,   department,   body,  official,   authority,
         commission, board, agency or instrumentality, whether federal, state or
         local, and whether domestic or foreign.


                                      -12-

<PAGE>



                  "Holders" mean the Persons who shall from time to time own any
          Warrant.  The term "Holder" means one of the Holders.

                  "Independent Appraiser" means a nationally recognized or major
         regional  investment  banking  firm or firm  of  independent  certified
         public  accountants of recognized  standing (which may be the firm that
         regularly  examines  the  financial  statements  of the Issuer) that is
         regularly  engaged in the business of  appraising  the Capital Stock or
         assets of corporations  or other entities as going concerns,  and which
         is not affiliated with either the Issuer or the Holder of any Warrant.

                  "Issuer"  means Imaging  Technologies  Corporation, a Delaware
         corporation, and its successors.

                  "Majority  Holders"  means at any time the Holders of Warrants
         exercisable  for a majority  of the shares of  Warrant  Stock  issuable
         under the Warrants at the time outstanding.

                  "NASDAQ" means the National Association  of Securities Dealers
         Automated Quotation System.

                  "Other  Common" means any other Capital Stock of the Issuer of
         any class which shall be  authorized at any time after the date of this
         Warrant  (other  than  Common  Stock) and which shall have the right to
         participate  in the  distribution  of earnings and assets of the Issuer
         without limitation as to amount.

                  "Person" means an individual,  corporation,  limited liability
         company,  partnership,   joint  stock  company,  trust,  unincorporated
         organization,  joint venture, Governmental Authority or other entity of
         whatever nature.

                  "Per Share Market Value" means on any particular  date (a) the
         closing  bid price per  share of the  Common  Stock on such date on The
         Nasdaq SmallCap Market,  the Nasdaq National Market or other registered
         national  stock exchange on which the Common Stock is then listed or if
         there is no such price on such date, then the closing bid price on such
         exchange or quotation  system on the date nearest  preceding such date,
         or (b) if the Common  Stock is not listed  then on The Nasdaq  SmallCap
         Market,  the Nasdaq  National  Market or any registered  national stock
         exchange,  the  closing  bid price  for a share of Common  Stock in the
         over-the-counter  market,  as  reported  by NASDAQ  or in the  National
         Quotation  Bureau  Incorporated  or  similar   organization  or  agency
         succeeding  to its  functions  of  reporting  prices)  at the  close of
         business on such date,  or (c) if the Common Stock is not then reported
         by the National Quotation Bureau Incorporated (or similar  organization
         or agency  succeeding to its functions of reporting  prices),  then the
         average of the "Pink Sheet" quotes for the relevant  conversion period,
         as determined  in good faith by the holder,  or (d) if the Common Stock
         is not then publicly  traded the fair market value of a share of Common
         Stock as determined by an Independent  Appraiser selected in good faith
         by the Majority  Holders;  provided,  however,  that the Issuer,  after
         receipt of the determination by such Independent Appraiser,  shall have
         the right to select an additional Independent Appraiser, in which case,
         the  fair   market   value  shall  be  equal  to  the  average  of  the
         determinations by each such Independent Appraiser; and

                                      -13-

<PAGE>



         provided, further that all determinations of the Per Share Market Value
         shall be appropriately  adjusted for any stock dividends,  stock splits
         or other similar  transactions during such period. The determination of
         fair market value by an Independent  Appraiser  shall be based upon the
         fair market value of the Issuer  determined on a going concern basis as
         between a willing  buyer and a willing  seller and taking into  account
         all relevant  factors  determinative  of value,  and shall be final and
         binding on all  parties.  In  determining  the fair market value of any
         shares  of  Common  Stock,  no  consideration  shall  be  given  to any
         restrictions on transfer of the Common Stock imposed by agreement or by
         federal or state securities laws, or to the existence or absence of, or
         any limitations on, voting rights.

                  "Preferred Stock" means the Issuer's Series E Preferred Stock,
         par value $1,000 per share and stated value $5,000 per share.

                  "Preferred  Stock   Certificate  of  Designation"   means  the
         Certificate  of  Designation,  Powers,  Preferences  and  Rights of the
         Preferred Stock adopted by the Board prior to January 28, 1999.

                  "Registration  Rights Agreement" has  the meaning specified in
         Section 3(e) hereof.

                  "Securities"  means  any  debt  or  equity  securities  of the
         Issuer, whether now or hereafter authorized, any instrument convertible
         into or  exchangeable  for  Securities  or a Security,  and any option,
         warrant or other right to purchase or acquire any Security.
         "Security" means one of the Securities.

                  "Securities Act" means the Securities Act of 1933, as amended,
         or any similar federal statute then in effect.

                  "Securities  Purchase Agreement" means the Securities Purchase
         Agreement  dated as of Februray  2, 1999 among the Issuer,  and each of
         the Holders of Warrants listed on Schedule A attached hereto.

                  "Subsidiary"  means  any  corporation  at  least  50% of whose
         outstanding  Voting  Stock  shall  at the  time be  owned  directly  or
         indirectly by the Issuer or by one or more of its  Subsidiaries,  or by
         the Issuer and one or more of its Subsidiaries.

                  "Trading  Day"  means (a) a day on which the  Common  Stock is
         listed on The Nasdaq  SmallCap  Market,  the Nasdaq  National Market or
         other registered  national stock exchange on which the Common Stock has
         been  listed,  or (b) if the  Common  Stock is not listed on The Nasdaq
         SmallCap Market, the Nasdaq National Market or any registered  national
         stock  exchange,  a day or which  the  Common  Stock is  quoted  in the
         over-the-counter  market, as reported by the OTC Bulletin Board, or (c)
         if the Common Stock is not quoted on the OTC Bulletin  Board,  a day on
         which the  Common  Stock is quoted  in the  over-the-counter  market as
         reported by the National Quotation Bureau  Incorporated (or any similar
         organization or agency  succeeding its functions of reporting  prices);
         provided,  however,  that in the  event  that the  Common  Stock is not
         listed or quoted as set forth in (a), (b) and (c) hereof,  then Trading
         Day shall mean any day except Saturday,  Sunday and any day which shall
         be a legal holiday

                                      -14-

<PAGE>



         or a day on which banking  institutions  in the State of California are
         authorized or required by law or other government action to close.

                  "Term" has the meaning specified in Section 1 hereof.

                  "Voting  Stock",  as  applied  to  the  Capital  Stock  of any
         corporation,  means  Capital  Stock of any  class or  classes  (however
         designated) having ordinary voting power for the election of a majority
         of the members of the Board of Directors (or other  governing  body) of
         such  corporation,  other than Capital  Stock having such power only by
         reason of the happening of a contingency.

                  "Warrants"  means the Warrants issued and sold pursuant to the
         Securities Purchase  Agreement,  including,  without  limitation,  this
         Warrant, and any other warrants of like tenor issued in substitution or
         exchange for any thereof  pursuant to the  provisions  of Section 2(c),
         2(d) or 2(e) hereof or of any of such other Warrants.

                  "Warrant Price" means initially  $0.875,  as such price may be
         adjusted  from  time to time  as  shall  result  from  the  adjustments
         specified in Section 4 hereof.

                  "Warrant Share Number" means at any time the aggregate  number
         of shares of Warrant  Stock  which may at such time be  purchased  upon
         exercise of this Warrant,  after giving effect to all prior adjustments
         and  increases  to such  number  made or  required to be made under the
         terms hereof.

                  "Warrant  Stock" means Common Stock  issuable upon exercise of
         any Warrant or Warrants or otherwise  issuable  pursuant to any Warrant
         or Warrants.

         8.       Other Notices.  In case at any time:

                                    (A)     the    Issuer    shall    make   any
                                            distributions   to  the  holders  of
                                            Common Stock; or

                                    (B)     the  Issuer  shall   authorize   the
                                            granting   to  all  holders  of  its
                                            Common  Stock of rights to subscribe
                                            for  or   purchase   any  shares  of
                                            Capital Stock of any class or of any
                                            Common    Stock    Equivalents    or
                                            Convertible   Securities   or  other
                                            rights; or

                                    (C)     there shall be any  reclassification
                                            of the Capital  Stock of the Issuer;
                                            or

                                    (D)     there    shall   be   any    capital
                                            reorganization by the Issuer; or

                                    (E)     there shall be any (i) consolidation
                                            or merger  involving  the  Issuer or
                                            (ii)   sale,   transfer   or   other
                                            disposition of all or  substantially
                                            all of the Issuer's property, assets
                                            or  business  (except  a  merger  or
                                            other  reorganization  in which  the
                                            Issuer


                                      -15-

<PAGE>



                                            shall be the  surviving  corporation
                                            and  its  shares  of  Capital  Stock
                                            shall continue to be outstanding and
                                            unchanged      and      except     a
                                            consolidation,     merger,     sale,
                                            transfer   or   other    disposition
                                            involving       a       wholly-owned
                                            Subsidiary); or

                                    (F)     there  shall  be  a   voluntary   or
                                            involuntary dissolution, liquidation
                                            or  winding-up  of the Issuer or any
                                            partial liquidation of the Issuer or
                                            distribution  to  holders  of Common
                                            Stock;

then, in each of such cases,  the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer  shall close or a record  shall
be taken for such dividend,  distribution  or  subscription  rights or (ii) such
reorganization,    reclassification,    consolidation,    merger,   disposition,
dissolution,  liquidation or  winding-up,  as the case may be, shall take place.
Such notice also shall  specify the date as of which the holders of Common Stock
of record shall  participate  in such  dividend,  distribution  or  subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation, merger, disposition,  dissolution, liquidation
or  winding-up,  as the case may be. Such notice  shall be given at least twenty
days prior to the action in question  and not less than twenty days prior to the
record  date or the date on which the  Issuer's  transfer  books  are  closed in
respect  thereto,  but not prior to the public  disclosure  thereof.  The Issuer
shall give to the Holder  notice of all meetings and actions by written  consent
of its  stockholders,  at the same  time in the same  manner  as  notice  of any
meetings of  stockholders  is required  to be given to  stockholders  who do not
waive such notice (or, if such requires no notice, then two Trading Days written
notice  thereof  describing  the matters upon which action is to be taken).  The
Holder shall have the right to send two  representatives  selected by it to each
meeting, who shall be permitted to attend, but not vote at, such meeting and any
adjournments  thereof. This Warrant entitles the Holder to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Common Stock.

         9. Amendment and Waiver. Any term, covenant,  agreement or condition in
this  Warrant may be amended,  or  compliance  therewith  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  by a written instrument or written instruments  executed by the
Issuer and the Majority Holders;  provided,  however,  that no such amendment or
waiver  shall  reduce the Warrant  Share  number,  increase  the Warrant  Price,
shorten the period  during  which this  Warrant may be  exercised  or modify any
provision of this Section 9 without the consent of the Holder of this Warrant.

         10.  Governing  Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF  CALIFORNIA,  WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

         11. Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and  effective on the earlier of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone  number  specified for notice prior to 5:00 p.m., San Diego time, on a
Business

                                      -16-

<PAGE>



Day,  (ii) the  Business Day after the date of  transmission,  if such notice or
communication  is delivered  via  facsimile at the  facsimile  telephone  number
specified  for  notice  later than 5:00 p.m.,  San Diego  time,  on any date and
earlier than 11:59 p.m.,  San Diego time,  on such date,  (iii) the Business Day
following  the  date of  mailing,  if sent by  nationally  recognized  overnight
courier  service  or (iv)  actual  receipt  by the party to whom such  notice is
required  to be  given.  The  addresses  for such  communications  shall be with
respect  to the  Holder of this  Warrant or of  Warrant  Stock  issued  pursuant
hereto,  addressed to such Holder at its last known address or facsimile  number
appearing  on the books of the  Issuer  maintained  for such  purposes,  or with
respect to the Issuer, addressed to:

                  Imaging Technologies Corporation
                  11031 Via Frontera
                  San Diego, California  92127
                  Attention:  Mr. Brian Bonar
                  Facsimile No.:  (619) 613-1311

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other parties  hereto
by such notice.  Copies of notices to the Holder shall be sent to the  addresses
listed on  Schedule  A hereto,  if  applicable.  Copies of notices to the Issuer
shall be sent to  Parker  Chapin  Flattau  &  Klimpl,  LLP,  1211  Avenue of the
Americas,  New York, New York 10036,  Attention:  Christopher S. Auguste,  Esq.,
Facsimile no.: (212) 704- 6288.

         12. Warrant Agent.  The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent having an office in San Diego, California for the
purpose  of issuing  shares of Warrant  Stock on the  exercise  of this  Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to  subsection  (d) of Section 2 hereof or replacing  this  Warrant  pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing,  and thereafter any
such  issuance,  exchange or  replacement,  as the case may be, shall be made at
such office by such agent.

         13.  Remedies.  The Issuer  stipulates  that the remedies at law of the
Holder of this Warrant in the event of any default or threatened  default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
are not and will not be adequate and that,  to the fullest  extent  permitted by
law,  such  terms may be  specifically  enforced  by a decree  for the  specific
performance  of any agreement  contained  herein or by an  injunction  against a
violation of any of the terms hereof or otherwise.

         14.  Successors  and  Assigns.  This  Warrant and the rights  evidenced
hereby  shall inure to the  benefit of and be binding  upon the  successors  and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such Holder or Holder of Warrant Stock

         15.  Modification and Severability.  If, in any action before any court
or agency  legally  empowered to enforce any  provision  contained  herein,  any
provision  hereof is found to be  unenforceable,  then such  provision  shall be
deemed modified to the extent  necessary to make it enforceable by such court or
agency.  If any such provision is not  enforceable as set forth in the preceding
sentence,  the  unenforceability  of such  provision  shall not affect the other
provisions of this

                                      -17-

<PAGE>



Warrant, but this Warrant shall be construed as if such unenforceable  provision
had never been contained herein.

         16.  Headings.  The  headings of the  Sections of this  Warrant are for
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.


                  [Remainder of Page Intentionally Left Blank]

                                      -18-

<PAGE>



         IN WITNESS WHEREOF,  the Issuer has executed this Warrant as of the day
and year first above written.

                                            IMAGING TECHNOLOGIES CORPORATION


                                            By: /s/  Brian Bonar
                                                --------------------------------
                                                     Brian Bonar,
                                                     President

                                      -19-

<PAGE>




                                  EXERCISE FORM

IMAGING TECHNOLOGIES CORPORATION

The  undersigned  _______________,  pursuant  to the  provisions  of the  within
Warrant,  hereby  elects to  purchase  _____  shares of Common  Stock of IMAGING
TECHNOLOGIES CORPORATION covered by the within Warrant.

Dated: _________________               Signature    ___________________________

                                       Address      _____________________
                                                  

                                   ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________             Signature    ___________________________

                                     Address      _____________________

                                                 

                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the right to  purchase  _________  shares of  Warrant  Stock
evidenced  by the within  Warrant  together  with all rights  therein,  and does
irrevocably  constitute and appoint  ___________________,  attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated: _________________                Signature    ___________________________

                                        Address      _____________________
                                                



                                      -20-

<PAGE>



                           FOR USE BY THE ISSUER ONLY:

This Warrant No. W-_____  cancelled (or transferred or exchanged) this _____ day
of  ___________,  _____,  shares of Common Stock issued  therefor in the name of
_______________,  Warrant No. W- _____ issued for ____ shares of Common Stock in
the name of _______________.

                                      -21-