CERTIFICATE OF DESIGNATION, POWERS,
                      PREFERENCES AND RIGHTS OF THE SERIES
                                       OF
                                 PREFERRED STOCK
                                       OF
                        IMAGING TECHNOLOGIES CORPORATION
                                TO BE DESIGNATED
                      SERIES D CONVERTIBLE PREFERRED STOCK


         Pursuant to Section 151(g) of the General  Corporation Law of the State
of  Delaware,  we,  the  undersigned,  Brian  Bonar  and  Gerry B.  Berg,  being
respectively the President and the Secretary of Imaging Technologies Corporation
(the  "Corporation"),  a corporation  organized  and existing  under the General
Corporation  Law of the State of Delaware,  DO HEREBY CERTIFY that the following
resolution  was duly  adopted by the Board of Directors  of the  Corporation  by
unanimous written consent:

         RESOLVED,  that,  pursuant to authority expressly granted to and vested
in the Board of Directors by the provisions of the Certificate of Incorporation,
as amended, the Board of Directors hereby creates a series of a series of Series
D Preferred  Stock of the  Corporation,  par value $1,000 per share and a stated
value of $2,000 per share,  to be  designated  "Series D  Convertible  Preferred
Stock" and to consist of one thousand  two hundred  (1,200)  shares,  and hereby
fixes  the  powers,  designations,   preferences  and  relative,  participating,
optional and other rights of the shares of such series, and the  qualifications,
limitations,  or restrictions thereof (in addition to those provisions set forth
in the Certificate of the Incorporation, as amended, which are applicable to the
Series D Convertible Preferred Stock), as follows:

         Section 1. Designation,  Amount, Par Value,  Stated Value and Rank. The
series of Preferred stock shall be designated as Series D Convertible  Preferred
Stock (the "Series D Preferred  Stock"),  and the number of shares so designated
shall be 1,200  (which  shall not be subject to increase  without the consent of
the holders of the Series D Preferred Stock ("Holders")). Each share of Series D
Preferred Stock shall have a par value of $1,000 per share and a stated value of
$2000 per share (the "Stated Value").

         The Series D Preferred Stock shall rank senior to the Junior Securities
(as defined  below) and pari passu with all other series of  preferred  stock of
the  Company   issued  and   outstanding  on  the  Original  Issue  Date  as  to
distributions and upon liquidation, dissolution or winding up.

         Section 2. Junior  Securities.  So long as any Series D Preferred Stock
shall remain  outstanding,  neither the Company nor any subsidiary thereof shall
redeem, purchase or otherwise acquire otherwise than upon conversion or exchange
directly or indirectly any Junior Securities,  nor shall the Company directly or
indirectly  pay or declare any dividend or make any  distribution  (other than a
dividend  or   distribution   described  in  Section  5)  upon,  nor  shall  any
distribution be made in respect of, any Junior Securities,  nor shall any monies
be set aside for or applied to the 


<PAGE>

purchase  or  redemption  (through a sinking  fund or  otherwise)  of any Junior
Securities.

         Section 3. Voting Rights. The holders of Series D Preferred Stock shall
have the right to vote,  together with the holders of all the outstanding shares
of Common Stock (and the holders of every other class or series entitled to vote
together  with such holders) and not by class,  except as otherwise  required by
Delaware  law,  on all matters on which  holders of Common  Stock shall have the
right to vote.  Each holder of Series D Preferred  Stock shall have the right to
cast one vote for each  whole  share of Common  Stock  into  which each share of
Series D Preferred Stock held by such holder is convertible immediately prior to
the  record  date  for the  determination  of  shareholders  entitled  to  vote;
provided, however, that in no event shall a holder be entitled to vote more than
9.999% of the number of shares entitled to be voted on any matter.  In addition,
so long as any shares of Series D Preferred Stock are  outstanding,  the Company
shall not and shall cause its  subsidiaries not to, without the affirmative vote
of the  holders of 66 2/3% of the shares of the  Series D  Preferred  Stock then
outstanding,  (a) amend, alter or change the preferences or rights of any series
or class of capital stock of the  Corporation  (including the Series D Preferred
Stock)  or the  qualifications,  limitations  or  restrictions  thereof  if such
amendment,  alteration or change  adversely  affects the powers,  preferences or
rights  given  to the  Series  D  Preferred  Stock,  (b)  alter  or  amend  this
Certificate of  Designation,  (c) authorize or create any class or series of any
class of capital stock ranking as to  distribution  of assets upon a Liquidation
(as defined in Section 4) or otherwise  senior to the Series D Preferred  Stock,
(d) amend its Certificate of Incorporation, bylaws or other charter documents so
as to affect  adversely any rights of any Holders,  (e) increase the  authorized
number of shares of Series D Preferred  Stock,  and (f) enter into any agreement
with respect to the foregoing.

         Section 4. Liquidation. Upon any liquidation, dissolution or winding-up
of the Company, whether voluntary or involuntary (a "Liquidation"),  the Holders
shall be  entitled  to receive out of the assets of the  Company,  whether  such
assets are  capital or surplus,  for each share of Series D  Preferred  Stock an
amount  equal to the Stated Value before any  distribution  or payment  shall be
made to the holders of any Junior  Securities,  and if the assets of the Company
shall be insufficient to pay in full such amounts,  then the entire assets to be
distributed  to the  holders of Series D Preferred  Stock  shall be  distributed
among the holders of Series D Preferred  Stock and the holders of all securities
ranking pari passu to the Series D Preferred  Stock ratably in  accordance  with
the  respective  amounts  that would be payable  on such  shares if all  amounts
payable  thereon were paid in full. A sale,  conveyance or disposition of all or
substantially  all of the  assets  of the  Company  or the  effectuation  by the
Company of a transaction  or series of related  transactions  in which more than
50% of the voting  power of the Company is disposed  of, or a  consolidation  or
merger of the Company with or into any other  company or companies  shall not be
treated as a  Liquidation,  but instead  shall be subject to the  provisions  of
Section 5(c)(ii). The Company shall mail written notice of any such Liquidation,
not less than 45 days prior to the payment date stated  therein,  to each record
holder of Series D Preferred Stock.

         Section 5.        Conversion.

         (a) (i) Each share of Series D  Preferred  Stock  shall be  convertible
into shares of Common Stock (subject to Section 5(a)(ii) and Section  5(a)(iii))
at the Conversion Ratio (as 

                                       2
<PAGE>

defined  in  Section  6) at the  option of the Holder in whole or in part at any
time after the Original  Issue Date.  The Holders  shall effect  conversions  by
surrendering the certificate or certificates representing the shares of Series D
Preferred  Stock  to be  converted  to the  Company,  together  with the form of
conversion notice attached hereto as Exhibit A (the "Conversion  Notice").  Each
Conversion Notice shall specify the number of shares of Series D Preferred Stock
to be converted.  The date on which such  conversion is to be effected  shall be
the  date  the  Holder  delivers  such  Conversion   Notice  by  facsimile  (the
"Conversion  Date").   Subject  to  Sections  5(a)(ii)  and  5(b)  hereof,  each
Conversion Notice, once given, shall be irrevocable. If the Holder is converting
less than all shares of Series D Preferred Stock  represented by the certificate
or  certificates  tendered by the Holder  with the  Conversion  Notice,  or if a
conversion  hereunder  cannot be effected  in full for any  reason,  the Company
shall  promptly  deliver  to such  Holder (in the manner and within the time set
forth in Section 5(b)) a certificate  for such number of shares as have not been
converted.

                  (ii) If on the Conversion  Date  applicable to any conversion,
         (A) the Common Stock is then listed for trading on the Nasdaq  National
         Market, the New York Stock Exchange, the American Stock Exchange or The
         Nasdaq  Small Cap Market,  (B) the  Conversion  Price then in effect is
         such that the  aggregate  number of shares of Common  Stock  that would
         then be issuable upon conversion of all outstanding  shares of Series D
         Preferred  Stock,  together with any shares of Common Stock  previously
         issued  upon  conversion  of Series D Preferred  Stock,  would equal or
         exceed 20% of the number of shares of Common Stock  outstanding  on the
         Original Issue Date (the "Issuable  Maximum"),  and (C) the Company has
         not  previously  obtained (or attempted  pursuant to clause (1) of this
         subsection to obtain) Shareholder Approval (as defined below), then the
         Company shall issue to any Holder so requesting  conversion of Series D
         Preferred  Stock its pro rata  portion of the  Issuable  Maximum in the
         same ratio that the number of shares of Series D  Preferred  Stock held
         by any such Holder bears to all shares of Series D Preferred Stock then
         outstanding  and,  with  respect  to any  shares of Common  Stock  that
         otherwise  would have been  issuable  to such  Holder in respect of the
         Conversion  Notice  at issue in  excess of the  Issuable  Maximum,  the
         Company shall at the Holder's request,  (1) as promptly as possible but
         in no event later than 45 days after such  Conversion  Date,  convene a
         meeting of the holders of the Common  Stock and use its best efforts to
         obtain the  Shareholder  Approval or a waiver of such approval from The
         Nasdaq Stock Market or the appropriate exchange, and (2) as promptly as
         possible  from time to time,  after a written  request  by the  Holder,
         issue  shares of Common  Stock at a  Conversion  Price equal to the Per
         Share Market Value on the Trading Day immediately preceding the date of
         such  request  for all or a portion of the shares of Series D Preferred
         Stock held by such Holder as would cause the number of shares of Common
         Stock  issuable upon such  conversion  to exceed the Issuable  Maximum.
         "Shareholder  Approval"  means the  approval by a majority of the total
         votes cast on the proposal,  in person or by proxy, at a meeting of the
         shareholders  of the  Company  held in  accordance  with the  Company's
         Certificate of Incorporation and bylaws, of the issuance by the Company
         of  shares  of  Common  Stock  exceeding  the  Issuable  Maximum  as  a
         consequence of the  conversion of Series D Preferred  Stock into Common
         Stock at a price less than the  greater of the book or market  value on
         the Original Issue Date as and to the extent required  pursuant to Rule
         4460(i) of 
                                       3

<PAGE>

         The Nasdaq Stock Market,  Inc.'s   Marketplace  Rules (or any successor
         or replacement provision thereof).

                  (iii) In no event shall a Holder be  permitted  to convert any
         shares of  Series D  Preferred  Stock in  excess of the  number of such
         shares upon the conversion of which, (x) the number of shares of Common
         Stock owned by such Holder (other than shares of Common Stock  issuable
         upon  conversion of shares of Series D Preferred Stock or upon exercise
         of the Warrants (as defined in the  Purchase  Agreement))  plus (y) the
         number of shares of Common Stock issuable upon such  conversion of such
         shares of Series D  Preferred  Stock,  would be equal to or exceed  (z)
         9.999%  of the  number  of  shares of  Common  Stock  then  issued  and
         outstanding,  including  shares  issuable on conversion of the Series D
         Preferred  Stock held by such Holder after  application of this Section
         5(a)(iii). As used herein,  beneficial ownership shall be determined in
         accordance  with  Section  13(d) of the  Exchange Act and the rules and
         regulations thereunder.  To the extent that the limitation contained in
         this Section 5(a)(iii) applies,  the determination of whether shares of
         Series  D  Preferred  Stock  are  convertible  (in  relation  to  other
         securities owned by a Holder) and of which shares of Series D Preferred
         Stock are  convertible  shall be in the sole discretion of such Holder,
         and the submission of shares of Series D Preferred Stock for conversion
         shall be deemed  to be such  Holder's  determination  of  whether  such
         shares of Series D  Preferred  Stock are  convertible  (in  relation to
         other  securities  owned by a Holder)  and of which  shares of Series D
         Preferred Stock are convertible, in each case subject to such aggregate
         percentage  limitation,  and the Company  shall have no  obligation  to
         verify or confirm the accuracy of such determination. Nothing contained
         herein  shall be deemed to  restrict  the right of a Holder to  convert
         such shares of Series D Preferred Stock at such time as such conversion
         will not violate the  provisions of this  paragraph.  The provisions of
         this Section  5(a)(iii) may be waived by a Holder of Series D Preferred
         Stock as to itself (and solely as to itself) upon not less than 75 days
         prior  notice  to the  Company,  and the  provisions  of  this  Section
         5(a)(iii)  shall  continue to apply  until such 75th day (or later,  if
         stated in the notice of waiver).  No  conversion  in  violation of this
         paragraph  but  otherwise  in  accordance  with  this   Certificate  of
         Designation  shall affect the status of the securities issued upon such
         conversion as validly issued, fully-paid and nonassessable.

         (b) (i) Not later than  three (3)  Trading  Days  after any  Conversion
Date, the Company will deliver to the applicable Holder by express  courier(A) a
certificate  or  certificates  which  shall be free of  restrictive  legends and
trading  restrictions  (other  than  those  required  by  Section  3.1(b) of the
Purchase  Agreement)  representing  the number of shares of Common  Stock  being
acquired upon the  conversion of shares of Series D Preferred  Stock (subject to
reduction  pursuant to Section 5(a)(ii) and Section  5(a)(iii)),  and (B) one or
more certificates  representing the number of shares of Series D Preferred Stock
not  converted.  If in the case of any  Conversion  Notice such  certificate  or
certificates are not delivered to or as directed by the applicable Holder by the
third Trading Day after the Conversion  Date (the "Delivery  Date"),  the holder
shall be entitled by written  notice to the Company at any time on or before its
receipt  of  such  certificate  or  certificates  thereafter,  to  rescind  such
conversion, in which event the Company shall immediately return the certificates
representing  the shares of Series D Preferred  Stock  tendered for  conversion,
whereupon the Company and the Holder shall each be restored to their  respective
                                       4
<PAGE>

positions immediately prior to the delivery of such notice of revocation, except
that any  amounts  described  in  Sections  5(b)(ii)  and (iii) shall be payable
through the date notice of rescission is given to the Company.

                  (ii) The Company  understands  that a delay in the delivery of
         the  shares  of  Common  Stock  upon  conversion  of shares of Series D
         Preferred Stock and failure to deliver  certificates  representing  the
         unconverted shares of Series D Preferred Stock beyond the Delivery Date
         could result in economic  loss to the Holder.  If the Company  fails to
         deliver to the Holder such certificate or certificates pursuant to this
         Section  hereunder by the Delivery  Date, the Company shall pay to such
         Holder,  in cash,  an amount per Trading Day for each Trading Day until
         such certificates are delivered,  together with interest on such amount
         at a rate of 15% per annum,  accruing until such amount and any accrued
         interest  thereon is paid in full,  equal to (i) 1% of the Stated Value
         of the shares of Series D Preferred Stock requested to be converted for
         the first five Trading Days after the Delivery  Date and (ii) 2% of the
         Stated Value of the shares of Series D Preferred  Stock requested to be
         converted for each Trading Day thereafter  (which amounts shall be paid
         as liquidated damages and not as a penalty). Nothing herein shall limit
         a Holder's right to pursue actual damages for the Company's  failure to
         deliver   certificates   representing   shares  of  Common  Stock  upon
         conversion  within  the period  specified  herein  (including,  without
         limitation,  damages relating to any purchase of shares of Common Stock
         by such Holder to make delivery on a sale effected in  anticipation  of
         receiving  certificates   representing  shares  of  Common  Stock  upon
         conversion,  as provided in Section 5(b)(iii)  below),  and such Holder
         shall have the right to pursue all  remedies  available to it at law or
         in  equity  (including,   without  limitation,  a  decree  of  specific
         performance and/or injunctive relief).

                  (iii) In addition to any other rights available to the Holder,
         if the  Company  fails to  deliver to the Holder  such  certificate  or
         certificates  pursuant to Section  5(b)(i) by the Delivery  Date and if
         after  the  Delivery  Date  the  Holder  purchases  (in an open  market
         transaction  or  otherwise)  shares  of  Common  Stock  to  deliver  in
         satisfaction  of a sale by such Holder of the  Underlying  Shares which
         the Holder  anticipated  receiving  upon such  conversion (a "Buy-In"),
         then the  Company  shall pay in cash to the Holder (in  addition to any
         remedies available to or elected by the Holder) the amount by which (A)
         the Holder's total purchase price (including brokerage commissions,  if
         any) for the  shares  of  Common  Stock so  purchased  exceeds  (B) the
         aggregate  Stated  Value of the shares of Series D Preferred  Stock for
         which such  conversion was not timely  honored,  together with interest
         thereon at a rate of 15% per annum,  accruing until such amount and any
         accrued interest thereon is paid in full (which amount shall be paid as
         liquidated  damages and not as a penalty).  For example,  if the Holder
         purchases  shares  of Common  Stock  having a total  purchase  price of
         $11,000 to cover a Buy-In with  respect to an attempted  conversion  of
         $10,000  aggregate  Stated  Value of the  shares of Series D  Preferred
         Stock,  the Company  shall be required to pay the Holder  $1,000,  plus
         interest.   The  Holder  shall  provide  the  Company   written  notice
         indicating the amounts payable to the Holder in respect of the Buy-In.


                                       5
<PAGE>

         (c) (i) The conversion price for each share of Series D Preferred Stock
(the "Conversion Price") in effect on any Conversion Date shall be the lesser of
(A) $.50 and (B) an amount  equal to 70% of the average Per Share  Market  Value
for the three  Trading  Days having the lowest Per Share Market Value during the
thirty  Trading  Days prior to the  Conversion  Date,  except that if during any
period (a  "Black-out  Period"),  a Holder is unable to trade any  Common  Stock
issued or issuable upon conversion of Series D Preferred  Stock  immediately due
to the  postponement  of filing or delay or  suspension  of  effectiveness  of a
registration statement or because the Company has otherwise informed such Holder
that an existing  prospectus cannot be used at that time in the sale or transfer
of such Common Stock,  such Holder shall have the option but not the  obligation
on any  Conversion  Date within ten Trading Days following the expiration of the
Black-out  Period of using the Conversion  Price  applicable on such  Conversion
Date or any  Conversion  Price  selected  by such  Holder  that  would have been
applicable  had  such  Conversion  Date  been at any  earlier  time  during  the
Black-out Period or within the ten Trading Days thereafter.

                  (ii) In case the Company  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 Company  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
          Company and the Company shall be the  continuing  or surviving  person
          but, in  connection  with such  consolidation  or merger,  any capital
          stock of the Company 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,  the  holders  of the  Series D  Preferred  Stock then
          outstanding  shall have the right  thereafter  to convert  such shares
          only into the shares of stock and other securities,  cash and property
          receivable  upon or  deemed  to be held by  holders  of  Common  Stock
          following  such  Triggering  Event,  and the  holders  of the Series D
          Preferred  Stock  shall be  entitled  upon such event to receive  such
          amount of  securities,  cash or  property  as the shares of the Common
          Stock of the  Company  into  which such  shares of Series D  Preferred
          Stock could have been converted  immediately  prior to such Triggering
          Event would have been entitled. The terms of any such Triggering Event
          shall  include  such terms so as to  continue to give to the holder of
          Series D Preferred Stock the right to receive the securities,  cash or
          property  set  forth in this  Section  5(c)(ii)  upon  any  conversion
          following such Triggering  Event. This provision shall similarly apply
          to successive Triggering Events.

                  (iii) If:

                           A.       the Company shall declare a dividend (or any
                                    other distribution) on its Common Stock; or

                           B.       the   Company   shall   declare   a  special
                                    nonrecurring   cash   dividend   on   or   a
                                    redemption of its Common Stock; or


                                       6
<PAGE>


                           C.       the Company shall  authorize the granting to
                                    all  holders of the Common  Stock  rights or
                                    warrants to  subscribe  for or purchase  any
                                    shares of  capital  stock of any class or of
                                    any rights; or

                           D.       the  approval  of  any  shareholders  of the
                                    Company shall be required in connection with
                                    any Triggering Event; or

                           E.       the Company shall authorize the voluntary or
                                    involuntary   dissolution,   liquidation  or
                                    winding up of the affairs of the Company;

then the Company shall cause to be filed at each office or agency maintained for
the purpose of  conversion  of Series D Preferred  Stock,  and shall cause to be
mailed to the Holders of Series D  Preferred  Stock at their last  addresses  as
they shall appear upon the stock books of the Company, at least 30 calendar days
prior to the applicable record or effective date hereinafter specified, a notice
stating  (x) the date on which a record is to be taken for the  purpose  of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken,  the date as of which  the  holders  of  Common  Stock of record to be
entitled to such dividend, distributions,  redemption, rights or warrants are to
be  determined  or (y) the date on which such  reclassification,  consolidation,
merger,  sale,  transfer or share  exchange is expected to become  effective  or
close,  and the date as of which it is expected  that holders of Common Stock of
record  shall  be  entitled  to  exchange  their  shares  of  Common  Stock  for
securities,  cash or other  property  deliverable  upon  such  reclassification,
consolidation, merger, sale, transfer or share exchange; provided, however, that
the failure to mail such notice or any defect therein or in the mailing  thereof
shall not affect the validity of the corporate  action  required to be specified
in such  notice.  Holders are  entitled to convert  shares of Series D Preferred
Stock  during  the  30-day  period  commencing  the date of such  notice  to the
effective date of the event triggering such notice.

         (d) The Company  covenants  that it will at all times  reserve and keep
available out of its authorized and unissued Common Stock solely for the purpose
of issuance  upon  conversion of Series D Preferred  Stock free from  preemptive
rights or any other actual contingent  purchase rights of persons other than the
holders  of Series D  Preferred  Stock,  not less than such  number of shares of
Common Stock as shall (subject to any additional  requirements of the Company as
to reservation  of such shares set forth in the Purchase  Agreement) be issuable
(taking into account the adjustments and  restrictions of Section 5(c)) upon the
conversion of all outstanding  shares of Series D Preferred  Stock.  The Company
covenants that all shares of Common Stock that shall be so issuable shall,  upon
issue, be duly and validly authorized,  issued and fully paid, nonassessable and
freely tradable.

         (e) Upon a conversion  hereunder  the Company  shall not be required to
issue stock certificates  representing  fractions of shares of Common Stock, but
may if otherwise permitted, make a cash payment in respect of any final fraction
of a share  based on the Per Share  Market  Value at such time.  If the  Company
elects not, or is unable, to make such a cash payment,  the holder of a share of
Series D Preferred  Stock  shall be  entitled  to receive,  in lieu of the final
fraction of a share, one whole share of Common Stock.

                                       7
<PAGE>


         (f) The  issuance  of  certificates  for  shares  of  Common  Stock  on
conversion  of Series D  Preferred  Stock  shall be made  without  charge to the
holders thereof for any  documentary  stamp or similar taxes that may be payable
in respect of the issue or delivery of such certificate.

         (g) Shares of Series D Preferred  Stock  converted  into  Common  Stock
shall be canceled and shall have the status of authorized but unissued shares of
undesignated preferred stock.

         (h) Any and all notices or other  communications  or  deliveries  to be
provided by the holders of the Series D Preferred  Stock  hereunder,  including,
without  limitation,  any Conversion  Notice,  shall be in writing and delivered
personally,  by facsimile or sent by a nationally  recognized  overnight courier
service, addressed to the attention of the President and to the Secretary of the
Company at the facsimile  telephone  number or address of the principal place of
business  of the  Company as set forth in the  Purchase  Agreement.  Any and all
notices or other  communications  or  deliveries  to be  provided by the Company
hereunder shall be in writing and delivered personally,  by facsimile or sent by
a nationally  recognized overnight courier service,  addressed to each Holder of
Series D Preferred  Stock at the facsimile  telephone  number or address of such
holder appearing on the books of the Company,  or if no such facsimile telephone
number or address appears, at the principal place of business of the Holder. Any
notice or other communication or deliveries  hereunder 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 in this Section prior to 5:00 p.m., New York City time,  (ii) the date
after the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified in this Section later than
5:00 p.m., New York City time, on any date and earlier than 11:59 p.m., New York
City time,  on such date,  (iii)  receipt,  if sent by a  nationally  recognized
overnight  courier  service,  or (iv)  actual  receipt by the party to whom such
notice is required to be given.

         (i) In the event a Holder shall elect to convert any shares of Series D
Preferred Stock as provided herein,  the Company cannot refuse  conversion based
on any claim that such  Holder or any one  associated  or  affiliated  with such
Holder has been engaged in any violation of law,  unless,  an injunction  from a
court,  on notice,  restraining  and or adjoining  conversion  of all or of said
shares of Series D Preferred  Stock  shall have  issued and the Company  posts a
surety  bond for the  benefit  of such  Holder in the  amount of the  difference
between the  Conversion  Price and the Per Share Market Value on the Trading Day
preceding  the date of the  attempted  conversion  multiplied  by the  number of
shares of Series D  Preferred  Stock  sought to be  converted,  which bond shall
remain in effect until the completion of  arbitration/litigation  of the dispute
and the  proceeds  of which  shall be  payable  to such  Holder  in the event it
obtains judgment.

         Section 6. Definitions.  For the purposes  hereof, the  following terms
shall have the  following meanings:

         "Common  Stock" means the common stock,  $.005 par value per share,  of
the Company  and stock of any other  class into which such shares may  hereafter
have been reclassified or changed.

                                       8
<PAGE>


         "Conversion  Ratio"  means,  at any  time,  a  fraction,  of which  the
numerator is Stated Value and of which the  denominator is the Conversion  Price
at such time.

         "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  Company)  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  Company or any
Holder.

         "Junior  Securities"  means  the  Common  Stock  and all  other  equity
securities of the Company which are junior in rights and liquidation  preference
to the Series D Preferred Stock.

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

         "Original  Issue Date" shall mean the date of the first issuance of any
shares of the Series D Preferred Stock  regardless of the number of transfers of
any particular  shares of Series D Preferred  Stock and regardless of the number
of certificates which may be issued to evidence such Series D Preferred Stock.

         "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  Small-Cap
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  Small-Cap  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  holders of a majority  in  interest of the shares of the Series D Preferred
Stock;  provided,  however, that the Company, 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
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  

                                       9
<PAGE>

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.

         "Person"  means  an  individual  or  corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company,  joint stock company,  government (or an agency or subdivision thereof)
or other entity of any kind.

         "Purchase Agreement" means the Securities Purchase Agreement,  dated as
of the Original  Issue Date,  among the Company and the original  holders of the
Series D Preferred Stock.

         "Registration   Rights   Agreement"  means  the   Registration   Rights
Agreement, dated as of the Original Issue Date, by and among the Company and the
original Holders.

         "Trading  Day" means (a) a day on which the  Common  Stock is traded on
The Nasdaq  Small-Cap  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 Small-Cap  Market,  the Nasdaq National
Market or any  registered  national  stock  exchange,  a day or which the Common
Stock is traded 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 or a day on which banking institutions in
the State of New York are  authorized  or  required  by law or other  government
action to close.

         "Underlying  Shares"  means the  number of shares of Common  Stock into
which the Shares are  convertible  in  accordance  with the terms hereof and the
Purchase Agreement.

                                       10

<PAGE>


         IN WITNESS  WHEREOF,  we have  subscribed this document on the date set
opposite  each of our names below and do hereby  affirm,  under the penalties of
perjury,  that the statements contained therein have been examined by us and are
true and correct.



Date:  January 13, 1999


                                      /s/ Brian Bonar
                                      ------------------------------------
                                      Name:  Brian Bonar
                                      Title:  President

                                      /s/ Gerry B. Berg
                                      ------------------------------------
                                      Name:  Gerry B. Berg
                                      Title:  Secretary


                                       11
<PAGE>


                                    EXHIBIT A
                                    ----------

                        IMAGING TECHNOLOGIES CORPORATION
                                CONVERSION NOTICE


Reference is made to the  Certificate of  Designation,  Powers,  Preferences and
Rights of the Series of Preferred Stock of Imaging  Technologies  Corporation to
be  Designated  Series  D  Convertible  Preferred  Stock  (the  "Certificate  of
Designation").   In  accordance   with  and  pursuant  to  the   Certificate  of
Designation,  the  undersigned  hereby elects to convert the number of shares of
Series D  Convertible  Preferred  Stock,  par value  $1,000 per share and stated
value  $2,000  per share  (the  "Preferred  Shares"),  of  Imaging  Technologies
Corporation,  a Delaware corporation (the  "Corporation"),  indicated below into
shares of Common Stock,  par value $005 per share (the "Common  Stock"),  of the
Corporation, by tendering the stock certificates(s) representing the share(s) of
Preferred Shares specified below as of the date specified below.

                               Date of Conversion:

                   Number of Preferred Shares to be converted:

          Stock certificate no(s). of Preferred Shares to be converted:

     The Common Stock have been sold pursuant to the Registration Statement
       (as defined in the Registration Rights Agreement): YES_____ NO_____

Please confirm the following information:

                        Conversion Price: $______________

                 Number of shares of Common Stock to be issued:

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

Please  issue the  Common  Stock  into  which  the  Preferred  Shares  are being
converted and, if applicable,  any check drawn on an account of the  Corporation
in the following name and to the following address:

         Issued to: ___________________________________________

         Facsimile Number: ___________________________________

         Authorization: _______________________________________

                    By:________________________________________

<PAGE>

                 Title: ________________________________________

              Dated: _____________________________________________

              Account Number: ____________________________________
                       (if electronic book entry transfer)

             Transaction Code Number: _____________________________
                       (if electronic book entry transfer)


                                 PRICES ATTACHED