<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                     FORM 10-QSB
        [X]            QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                                          or

        [ ]           TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

                             Commission file No. 0-12641

                                        [LOGO]
                           IMAGING TECHNOLOGIES CORPORATION
          (Exact name of small business issuer as specified in its charter)

               DELAWARE                                        33-0021693
     (State or other jurisdiction of                     (IRS Employer ID No.)
     incorporation or organization)

                                  11031 VIA FRONTERA
                             SAN DIEGO, CALIFORNIA 92127
                       (Address of principal executive offices)

           Issuer's Telephone Number, Including Area Code:  (619) 613-1300

Check whether the issuer (1) has filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for 
such shorter period that the registrant was required to file such reports), 
and (2) has been subject to such filing requirements for the past 90 days.

                                   Yes  X   No  
                                       ---     ---

State the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

                                             Outstanding at November 12, 1997:
Class: Common Stock, $0.005 par                      10,047,145 Shares
-------------------------------              ---------------------------------

Transitional Small Business Disclosure Format (Check one):
                                     Yes      No  X 
                                         ---     ---
<PAGE>

                         IMAGING TECHNOLOGIES CORPORATION 
                                 AND SUBSIDIARIES

-------------------------------------------------------------------------------
                                     INDEX
-------------------------------------------------------------------------------
                                                                          PAGE
                                                                           NO.

Part I.   Financial Information:

          Consolidated Condensed Balance Sheet, September 30, 1997          1

          Consolidated Condensed Statement of Operations
                 Three Months ended September 30, 1997 and 1996             2

          Consolidated Condensed Statement of Cash Flows
                 Three Months ended September 30, 1997 and 1996             3

          Notes to Consolidated Condensed Financial Statements              4

          Management's Discussion and Analysis or Plan of Operations        5

Part II.   Other Information                                                9
-------------------------------------------------------------------------------

<PAGE>


                        IMAGING TECHNOLOGIES CORPORATION 
                                 AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEET 
                                   (UNAUDITED)
                                SEPTEMBER 30, 1997

-------------------------------------------------------------------------------
                                      ASSETS
-------------------------------------------------------------------------------

Current assets:
     Cash                                                     $   3,602,000
     Accounts receivable, net                                     8,868,000
     Inventories                                                  2,704,000
     Other current assets                                           821,000
                                                              -------------
Total current assets                                             15,995,000

Capitalized software, net                                         1,109,000
Prepaid licenses, net                                               941,000
Property and equipment, net                                       1,506,000
Other                                                               372,000
                                                              -------------

                                                              $  19,923,000
                                                              -------------
                                                              -------------

-------------------------------------------------------------------------------
                      LIABILITIES AND SHAREHOLDERS' EQUITY
-------------------------------------------------------------------------------

Current liabilities:
     Accounts payable                                         $   2,103,000
     Accrued expenses                                               815,000
     Deferred revenues                                              155,000
     Notes payable and capital leases                             1,880,000
                                                              -------------

Total current liabilities                                         4,953,000
                                                              -------------

Shareholders' equity:
     5% convertible preferred stock
      $1,000 PAR VALUE, 7,500 SHARES AUTHORIZED, 
      420.5 ISSUED AND OUTSTANDING                                  420,000
     Series C redeemable convertible preferred stock
      $1,000 PAR VALUE, $10,000 LIQUIDATION VALUE, 
      1,200 SHARES AUTHORIZED, 500 ISSUED AND OUTSTANDING         5,000,000
     Preferred stock
      $1,000 PAR VALUE, 1,183 AUTHORIZED, NO SHARES 
      ISSUED AND OUTSTANDING
     Common stock
      $.005 PAR VALUE, 100,000,000 SHARES AUTHORIZED, 
      9,977,145 SHARES ISSUED AND OUTSTANDING                        49,000
     Paid-in capital                                             31,973,000
     Shareholder loans                                             (140,000)
     Accumulated deficit                                        (22,332,000)
                                                              -------------
Total shareholders' equity                                       14,970,000
                                                              -------------
                                                              $  19,923,000
                                                              -------------
                                                              -------------

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


  SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                       1
<PAGE>

                           IMAGING TECHNOLOGIES CORPORATION 
                                   AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS 
                                     (UNAUDITED) 

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                                                             THREE MONTHS ENDED SEPTEMBER 30,
                                                                   1997            1996
---------------------------------------------------------------------------------------------
<S>                                                          <C>              <C>
Revenues:
   Sales of products                                           $  5,668,000   $   5,893,000
   Engineering fees                                               1,516,000       1,318,000
   License fees and royalties                                                       275,000
                                                               ------------   -------------
                                                                  7,184,000       7,486,000
                                                               ------------   -------------

Costs and expenses:
   Cost of products sold                                          3,939,000       3,975,000
   Selling, general and administrative                            1,803,000       3,105,000
   Cost of engineering fees and  research and development           597,000         756,000
   Purchased research and development                                               780,000
                                                               ------------   -------------
                                                                  6,339,000       8,616,000
                                                               ------------   -------------

Income (loss) from operations                                       845,000      (1,130,000)

Other income (expense):
Interest, net                                                       (26,000)
                                                               ------------   -------------

Net income (loss) before provision 
for income taxes                                                    819,000      (1,130,000)

Provision for taxes                                                   4,000           4,000
                                                               ------------   -------------

Net income (loss)                                              $    815,000   $  (1,134,000)
                                                               ------------   -------------
                                                               ------------   -------------


Primary and fully diluted income (loss) per common share       $       0.07   $       (0.13)
                                                               ------------   -------------
                                                               ------------   -------------

Average shares outstanding                                       12,517,000       8,919,000
---------------------------------------------------------------------------------------------

        SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                       2
<PAGE>

                        IMAGING TECHNOLOGIES CORPORATION 
                                 AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS 
                                   (UNAUDITED) 


------------------------------------------------------------------------------------------------------
                                                                     THREE MONTHS ENDED SEPTEMBER 30,
                                                                            1997           1996
------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                      $    815,000   $ (1,134,000)
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO CASH USED 
     BY OPERATING ACTIVITIES:
     Depreciation and amortization of property and equipment                143,000        125,000
     Purchased research and development                                                    780,000
     Changes in assets and liabilities:
          Accounts receivable                                            (1,432,000)      (734,000)
          Inventories                                                      (365,000)       787,000
          Other current assets                                             (276,000)      (376,000)
          Accounts payable and accrued expenses                            (762,000)       236,000
          Deferred revenues                                                (201,000)       (53,000)
                                                                       ------------   ------------
NET CASH USED BY OPERATING ACTIVITIES                                    (2,078,000)      (369,000)
                                                                       ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Prepaid licenses and royalties                                        (244,000)      (112,000)
     Capitalized software development costs                                (560,000)
     Purchase of net assets by NewGen                                                      (86,000)
     Capital expenditures                                                   (10,000)      (149,000)
                                                                       ------------   ------------
NET CASH USED BY INVESTING ACTIVITIES                                      (814,000)      (347,000)
                                                                       ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net proceeds from sale of preferred stock                            5,000,000
     Net proceeds from exercise of stock options and warrants               695,000         11,000
     Net increase line-of-credit - NewGen                                   633,000        174,000
     Principal payments under capital lease obligations                      (3,000)
     Capital contributions - NewGen                                                      1,002,000
     Repayment of notes payable                                             (24,000)      (141,000)
                                                                       ------------   ------------
NET CASH USED BY FINANCING ACTIVITIES                                     6,301,000      1,046,000
                                                                       ------------   ------------

Net increase in cash                                                      3,409,000        330,000

Cash at the beginning of the period                                         193,000      4,390,000
                                                                       ------------   ------------
Cash at the end of the period                                          $  3,602,000   $  4,720,000
                                                                       ------------   ------------
                                                                       ------------   ------------


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid during the period for interest                          $     10,000   $      5,000
                                                                       ------------   ------------
                                                                       ------------   ------------
     Cash paid during the period for income taxes
------------------------------------------------------------------------------------------------------
</TABLE>

    SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                       3
<PAGE>

                      IMAGING TECHNOLOGIES CORPORATION 
                               AND SUBSIDIARIES
            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 
                                 (UNAUDITED)


NOTE 1 - PRINCIPLES OF CONSOLIDATION

The accompanying consolidated condensed financial statements of Imaging 
Technologies Corporation and Subsidiaries (the "Company" or "ITEC") have not 
been audited. These financial statements reflect all adjustments (consisting 
only of normal recurring adjustments) which are, in the opinion of 
management, necessary for a fair presentation of the financial position, 
results of operations and cash flows for the periods presented. These 
financial statements should be read in conjunction with the Company's audited 
financial statements which are included in the Company's annual report on 
Form 10-KSB for the year ended June 30, 1997 filed with the Securities and 
Exchange Commission. Interim operating results are not necessarily indicative 
of operating results for the full year. 

NOTE 2 - INVENTORIES 

Inventories at September 30, 1997 consisted of the following:

              Raw materials and supplies      $  1,081,000
              Work in process                      146,000
              Finished goods                     1,477,000
                                              ------------
                                              $  2,704,000
                                              ------------
                                              ------------

NOTE 3 - SERIES C REDEEMABLE CONVERTIBLE PREFERRED STOCK

On August 21, 1997, the Company closed a private placement of its newly 
designated Series C Redeemable Convertible Preferred Stock ("Series C 
Shares") in reliance upon the exemption from securities registration afforded 
by Rule 506 of Regulation D ("Regulation D") as promulgated by the United 
States Securities and Exchange Commission (the "SEC") under the Securities 
Act of 1933, as amended (the "1933 Act").

In the initial closing of $5,000,000, ITEC issued 500 Series C Shares and 
warrants to purchase up to 200,000 shares of the Company's common stock. 
After satisfying certain holding periods, each of the newly issued Series C 
Shares is convertible, at the option of its holder, into shares of Common 
Stock of the Company based upon a conversion price equal to $9.00 or if 
lower, the lowest closing market price of the Company's Common Stock during 
the 7 trading days prior to the conversion date. The warrants have an 
exercise price of $7.50 per share.

Subject to certain additional conditions, the Company has the right to call 
for a second round of financing up to an aggregate amount of $5,000,000, 
beginning on and including January 1, 1998 and ending June 30, 1998. This 
additional round of financing would involve the issuance of up to an 
additional 500 Series C Shares and warrants for the purchase of up to 200,000 
shares of Common Stock.

Additionally, purchasers of the Series C Shares are entitled to purchase 
additional Series C Shares up to 40% of the number of Series C Shares held by 
each investor on December 31, 1997.

NOTE 4 - LINE OF CREDIT FACILITY

In August 1997, the Company entered into a $3,000,000 line of credit facility 
with a commercial bank. The line of credit bears interest at the bank prime 
rate of interest plus 1%, and is collateralized by substantially all of the 
assets of ITEC, PCPI and Prima. As of September 30, 1997, there were no 
borrowings under this line of credit.

                                       4
<PAGE>

                        IMAGING TECHNOLOGIES CORPORATION 
                                 AND SUBSIDIARIES
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

RESULTS OF OPERATIONS

This Form 10-QSB contains both historical and forward-looking statements 
within the meaning of Section 27A of the Securities Act of 1933, as amended, 
and Section 21E of the Securities Exchange Act of 1934, as amended, which 
reflect the Company's current judgment on those issues. While management is 
optimistic about the Company's long-term prospects, the historical financial 
information contained herein may not be indicative of future financial 
performance. In fact, future financial performance may be materially 
different from the historical financial performance. Because such statements 
apply to future events, they are subject to risks and uncertainties that 
could cause the actual results to differ materially. Important factors that 
could cause actual results to differ materially include, but are not limited 
to: business conditions and growth in the electronics industry and general 
economy - both domestic and international; lower than expected customer 
orders; competitive factors, including pricing pressures, technological 
developments and products offered by competitors; availability of components; 
technological difficulties and resource constraints encountered in developing 
new products; and the timely flow of competitive new products and market 
acceptance of those products. Actual results may differ materially from these 
statements as a result of risk factors inherent in the Company's business, 
industry, customer base, or other factors. Risk factors which are applicable 
to the Company may be found in the Company's various filing with the 
Securities and Exchange Commission. 

Users of this Form 10-QSB are cautioned not to place undue reliance on these 
forward-looking statements, which speak only as of the date thereof. The 
Company undertakes no obligation to publicly release updates or revisions to 
these statements. 

RESULTS OF OPERATIONS

The Company has been in a transition period, from older technology and 
products, to becoming a leading technology-based supplier of state-of-the-art 
printer controllers to OEM customers. The implementation of the strategy of 
the development of the new Adobe-Registered Trademark- PostScript-Registered 
Trademark- Interpreter (APSI) project, which includes the Company's color 
ColorImage-TM- Series controller implementation of Adobe PostScript software 
for OEM customers, and its monochrome LaserImage-TM- Series controllers which 
may also include HP-based (PCL) multi-function technology continues to show 
promising results. 

The Company has been successful in attracting several major customers, with 
substantial resources and marketing capabilities, that desire to utilize the 
Company's technologies which have been developed over the past few years. 
Several customers have executed contracts over the past few years to adapt 
Adobe PostScript software and/or the Company's software products to 
controllers that will be integrated with the printer engines of various OEM 
customers. These customers include or have included, but are not limited to, 
Integrated Device Technology, Inc., Matsushita Electric Company, Ltd. 
(Panasonic), Minolta Company, Ltd., NEC Electronics, Inc., Canon USA, Inc., 
Apple Computer, Mita Digital Design and Xerox Corporation.

                                       5
<PAGE>

ITEC's strategy has required the Company to alter its focus away from some of 
its traditional revenue sources and to make expenditures in support of these 
efforts. As a result, the Company's business continues to be in a significant 
transitional phase and there are important short-term operational and 
liquidity challenges. Accordingly, year-to-year financial comparisons may be 
of limited usefulness now and for the next several quarters due to these 
important changes in the Company's business. 

Effective February 14, 1997, the Company consummated its merger with NewGen 
Imaging Systems, formerly NewGen Systems Acquisition Corporation ("NewGen"). 
Accordingly, the consolidated results of operations for the quarter ended 
September 30, 1996 includes pre-merger net sales of $3,761,000 and a net loss 
after taxes of $1,559,000. 

Total ITEC revenues were $7,184,000 for the quarter ended September 30, 1997 
versus $7,486,000 for the quarter ended September 30, 1996. The Company, 
through its PCPI Technologies subsidiary, recognized non-recurring 
engineering fees ("NRE") to adapt the Company's software products to 
controllers of its OEM customers of approximately $1,516,000 for the quarter 
ended September 30, 1997 compared to $1,318,000 for the quarter ended 
September 30, 1996, an increase of 15%. The Company had net income of 
$815,000 for the quarter ended September 30, 1997 compared to a net loss of 
$1,134,000 for the quarter ended September 30, 1996.

REVENUES

SALES OF PRODUCTS were $5,668,000 for the quarter ended September 30, 1997 
versus $5,893,000 for the quarter ended September 30, 1996. The Company's 
sales of products were derived primarily from ITEC's wholly-owned 
subsidiaries Prima International ("Prima") and NewGen Imaging Systems 
("NewGen").

Sales of product through Prima for the quarters ended September 30, 1997 and 
1996 were $2,376,000 and $2,132,000, respectively. The majority of Prima's 
sales were from distribution of PCMCIA-based memory storage products. The 
increase in product sales during for the quarter ended September 30, 1997 is 
attributed to an increase in Prima's distribution sales of PCMCIA-based 
memory products from SanDisk Corporation and Integral Peripherals, Inc. 

Sales of product through NewGen for the quarter ended September 30, 1997 were 
$3,215,000 compared to $3,761,000 for the quarter ended September 30, 1996. 
The decline in these sales is the result of a product transition from certain 
"older technology-based" products which have been phased out. NewGen's sales 
of products are derived from high resolution imaging and color digital 
proofing products, which in some cases have been designed by NewGen or to 
NewGen's specifications, to customers in the printing and graphic arts 
industry throughout the world.

The Company has been transitioning from older technology and products, to new 
technology-based printer controller products over the past few years. It is 
anticipated that certain of these new technology-based products being 
developed by PCPI can be distributed into NewGen's customer base. 

ENGINEERING FEES during the quarters ended September 30, 1997 and 1996 were 
derived through the Company's PCPI Technologies subsidiary performing work on 
engineering projects that were funded by OEM customers under non-recurring 
engineering contracts. NRE revenue for the quarter ended September 30, 1997 
and 1996 was $1,516,000 and $1,318,000, respectively, which was recognized 
during the course of development based on the percentage of completion 
method. 

                                       6
<PAGE>

LICENSE FEES AND ROYALTIES through the Company's PCPI Technologies subsidiary 
for the quarter ended September 30, 1996 were $275,000 and were derived 
primarily from "older-technology" based products. During the quarter ended 
September 30, 1997, no such revenues were recognized. In the past, license 
fees and royalty revenue have shown significant period-to-period fluctuations 
which may continue in future periods. PCPI Technologies has submitted several 
proposals to prospective customers in order to develop Adobe PostScript-based 
controllers and other controllers based upon its ImageBase-TM- technology. 
While PCPI Technologies has entered into some contracts with OEM customers 
for controller development, there can be no assurance that additional 
contracts will be obtained for the development of such controllers, or that 
the existing contracts will be completed, or that products will be shipped by 
the customer which may result in the generation of future royalty and license 
revenues or that these products, once generating royalties, will continue to 
do so. 

COST OF PRODUCTS SOLD

Cost of products sold for the quarter ended September 30, 1997 and 1996 were 
$3,939,000 and $3,975,000, respectively, representing gross margins of 31% 
and 33%. The decrease in the gross margin percentage is attributed to a 
change in the product mix between the periods. 

SELLING, GENERAL AND ADMINISTRATIVE 

Selling, general and administrative expenses for the quarter ended September 
30, 1997 were $1,803,000 versus $3,105,000 for the quarter ended September 
30, 1996 The decrease is primarily the result of the Company's concerted 
effort to reduce the general and administrative expenses of the Company over 
the past year through the consolidation of various administrative functions. 
These decreases are partially offset by increased selling expenses in an 
attempt to stimulate technology and product sales.

COST OF ENGINEERING FEES AND RESEARCH AND DEVELOPMENT 

Cost of engineering fees and research and development for the quarter ended 
September 30, 1997 was $597,000 versus $756,000 for the quarter ended 
September 30, 1996, representing technology sales gross margins of 61% and 
43%. These expenditures consist of engineering expenses associated with the 
development of controller technologies and designs for PCPI technology 
customers. A significant component of the decreased cost of engineering fees 
and research and development is attributed to reduced hardware production 
costs during the quarters and a reduction in the amount of outside 
consultants being used by PCPI Technologies.

During for the quarter ended September 30, 1997, the Company capitalized 
certain qualified costs in the aggregate amount of $510,000 pursuant to 
Financial Accounting Standard No. 86 ("Accounting for Costs of Computer 
Software to be Sold, Leased, or Otherwise Marketed"). 

The consolidated statement of operations for the quarter ended September 30, 
1996, includes approximately $780,000 of purchased research and development 
costs associated with the July 1996 purchase of the rights to certain 
products lines under development by NewGen.

Over the past year, PCPI Technologies has noticed an increase in the demand 
for qualified engineers in the local market. As a result of this increased 
demand, the cost of hiring and

                                       7
<PAGE>

maintaining engineers could continue to increase and PCPI Technologies could 
experience difficulty in obtaining these resources in the future. Should the 
local market not be able to supply the required engineering talent, the 
Company may be required to hire individuals from outside the market or 
consider establishing an engineering division in an area of the country that 
could more readily support PCPI Technologies engineering requirements.

OTHER INCOME AND LOSS 

Net interest expense was $26,000 for the quarter ended September 30, 1997. The
Company had no net interest expense for the quarter ended September 30, 1996. 
The increase is associated with the increase in the usage of the Company's line 
of credit facility at NewGen which was partially offset by reductions in the 
outstanding debt at ITEC and increased interest income associated with the 
increased cash invested during the quarter.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1997, the Company had working capital of $11,042,000 
compared to working capital of $5,203,000 as of June 30, 1997. The increase 
is primarily attributed to the continued improvement of the Company's 
operations and the initial $5,000,000 closing of the C Redeemable Convertible 
Preferred Stock ("Series C Shares"). Under the terms of the Series C private 
placement, subject to certain additional conditions, the Company has the 
right to call for a second round of financing up to an aggregate amount of 
$5,000,000 and the holders of the Series C Shares, subject to certain 
conditions, are entitled to purchase additional Series C Shares up to 
$2,000,000. In addition, the Company closed a $3,000,000 line of credit 
facility with a commercial bank to help to finance the sales growth of PCPI 
Technologies and Prima.

The Company's Adobe co-development projects present continuing liquidity 
problems for PCPI Technologies because, in the short-term, these activities 
are net users of working capital. Although the Company has improved its 
liquidity, adequate working capital is necessary to continue the Company's 
operations, develop its technology licensing business and to deliver the 
resulting products to contract customers in an efficient and timely manner. 
The increasing sales at Prima and NewGen place additional pressures on ITEC's 
working capital. In addition, as noted above, while the Company has entered 
into several contracts with OEM customers for controller development, there 
can be no assurance that additional contracts will be obtained for the 
development of such controllers, or that the existing contracts will be 
completed, or that products will be shipped by the customer that will 
generate future royalty and license revenues or that once these products are 
being shipped by the Company's customers that they will continue to generate 
royalties.

The Company's 5% convertible preferred stock (which ranks prior to the 
Company's common stock), carries cumulative dividends, when and as declared, 
at an annual rate of $50.00 per share. The aggregate amount of such dividends 
in arrears at September 30, 1997 was approximately $476,000.

As of September 30, 1997, the Company's wholly-owned subsidiary NewGen had 
$500,000 of available borrowings under its special purpose line of credit and 
ITEC had $1,620,000 of available borrowings under its special purpose line of 
credit.

ITEC has no material commitments for capital expenditures. 

                                       8
<PAGE>

                           PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

No reportable matter.

ITEM 2.  CHANGES IN SECURITIES

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

         11.1  Computation of Earnings (loss) Per Common Share

(b)  Reports on Form 8-K:
         None


                                       9
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has 
caused this report to be signed on its behalf by the undersigned thereunto 
duly authorized.

                                       IMAGING TECHNOLOGIES CORPORATION


                                       BY: HARRY J. SAAL
                                       -------------------------------------
DATE:  November 12, 1997               Harry J. Saal
                                       CHAIRMAN OF THE BOARD


                                       BY: EDWARD W. SAVARESE
                                       -------------------------------------
DATE:  November 12, 1997               Edward W. Savarese
                                       VICE CHAIRMAN OF THE BOARD, CHIEF 
                                        EXECUTIVE OFFICER

                                       BY: RALPH R. BARRY
                                       -------------------------------------
DATE:  November 12, 1997               Ralph R. Barry
                                       VICE PRESIDENT AND CHIEF 
                                        FINANCIAL OFFICER


                                       10