REGISTRATION RIGHTS AGREEMENT
                          -----------------------------


                  This Registration  Rights Agreement (this "Agreement") is made
and entered into as of February 2, 1999, among Imaging Technologies Corporation,
a Delaware  corporation  (the  "Company") and each of the  Purchasers  listed on
Schedule 1 attached hereto. Each of the Purchasers listed on Schedule 1 attached
hereto is referred to herein as a "Purchaser" and are  collectively  referred to
herein as the "Purchasers."

                  This   Agreement  is  being   entered  into  pursuant  to  the
Securities Purchase Agreement, dated as of the date hereof among the Company and
the Purchasers (the "Purchase Agreement").

                  The Company and the Purchasers hereby agree as follows:

          1.      Definitions.
                  -----------

                  Capitalized  terms used and not otherwise defined herein shall
have the meanings  given such terms in the Purchase  Agreement.  As used in this
Agreement, the following terms shall have the following meanings:

                  "Advice" shall have meaning set forth in Section 3(o).

                  "Affiliate"  means,  with  respect  to any  Person,  any other
Person that directly or indirectly  controls or is controlled by or under common
control with such Person.  For the purposes of this definition,  "control," when
used with respect to any Person,  means the possession,  direct or indirect,  of
the power to direct or cause the  direction  of the  management  and policies of
such Person, whether through the ownership of voting securities,  by contract or
otherwise;  and the terms of "affiliated,"  "controlling"  and "controlled" have
meanings correlative to the foregoing.

                  "Board" shall have meaning set forth in Section 3(n).

                  "Business Day" means 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  California  generally  are  authorized  or  required  by law or other
government actions to close.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock"  means  the  Company's  Common Stock, par value
$0.005 per share.

                  "Effectiveness  Date" means with  respect to the  Registration
Statement the 90th day following the Initial Closing Date.

                  "Effectiveness  Period"  shall have the  meaning  set forth in
Section 2(a).

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                  "Event" shall have the meaning set forth in Section 7(e)(i).

                  "Event  Date"  shall  have the  meaning  set forth in  Section
7(e)(i).

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended.

                  "Filing Date" means the 30th day following the Initial Closing
Date.

                  "Holder" or "Holders" means the holder or holders, as the case
may be, from time to time of Registrable Securities.

                  "Indemnified  Party"  shall  have  the  meaning  set  forth in
Section 5(c).

                  "Indemnifying  Party"  shall  have the  meaning  set  forth in
Section 5(c).

                  "Losses" shall have the meaning set forth in Section 5(a).

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

                  "Preferred  Stock"  means the Series E  Convertible  Preferred
Stock,  par value  $1,000 per share and stated  value  $5,000 per share,  of the
Company issued to the Purchasers pursuant to the Purchase Agreement.

                  "Proceeding" means an action,  claim,  suit,  investigation or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

                  "Prospectus" means the prospectus included in the Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material incorporated by reference in such Prospectus.

                  "Registrable  Securities" means (i) the shares of Common Stock
issuable upon  conversion of the Preferred  Stock and the shares of Common Stock
issuable upon exercise of the Warrants, (ii) the shares of Common Stock issuable
upon  conversion of the  Company's  Series D  Convertible  Preferred  Stock (the
"Series D Stock"),  (iii) the shares of Common stock  issuable  upon exercise of
warrants  issued in  connection  with the sale of Series D Stock (the  "Series D
Warrants")  and (iv) the  shares of  Common  Stock  issuable  upon  exercise  of
warrants issued to the placement advisor in connection with the sale of Series D
Stock and Series D Warrants;  provided,  however,  that  Registrable  Securities
shall  include  (but not be limited to) a number of shares of Common Stock equal
to no less than 175% of the maximum number of shares of Common Stock which would
be issuable

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<PAGE>



upon  conversion  of the Shares and the Series E Stock and upon  exercise of the
Warrants  and the Series E  Warrants,  assuming  such  conversion  and  exercise
occurred on the Closing Date or the Filing Date,  whichever date would result in
the greater number of Registrable  Securities.  Notwithstanding  anything herein
contained  to the  contrary,  such  registered  shares of Common  Stock shall be
allocated  among the Holders pro rata based on the total  number of  Registrable
Securities issued or issuable as of each date that a Registration  Statement, as
amended,  relating  to the  resale of the  Registrable  Securities  is  declared
effective by the Commission.  Notwithstanding  anything herein  contained to the
contrary,  if the  actual  number  of  shares  of  Common  Stock  issuable  upon
conversion of the Preferred Stock and upon exercise of the Warrants exceeds 175%
of the  number of  shares  of  Common  Stock  issuable  upon  conversion  of the
Preferred Stock and upon exercise of the Warrants based upon a computation as at
the Initial Closing Date or the Filing Date, the term  "Registrable  Securities"
shall be deemed to include such additional shares of Common Stock.

                  "Registration Statement" means the registration statements and
any additional  registration  statements contemplated by Section 2(a), including
(in each case) the Prospectus,  amendments and supplements to such  registration
statement or  Prospectus,  including  pre- and  post-effective  amendments,  all
exhibits   thereto,   and  all  material   incorporated  by  reference  in  such
registration statement.

                  "Rule  144"  means  Rule  144  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "Rule  158"  means  Rule  158  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "Rule  415"  means  Rule  415  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Special  Counsel"  means any special  counsel to the Holders,
for which the Holders will be reimbursed by the Company pursuant to Section 4.

         2.       Shelf Registration.
                  ------------------

                  On or prior to the Filing Date the Company  shall  prepare and
file  with  the  Commission  a  "shelf"  Registration   Statement  covering  all
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415.  The  Registration  Statement  shall be on Form S-3  (except if the
Company is not then eligible to register for resale the  Registrable  Securities
on Form S-3,  in which case such  registration  shall be on another  appropriate
form in accordance  herewith).  The Company shall (i) not permit any  securities
other  than  the  Registrable  Securities  to be  included  in the  Registration
Statement and (ii) use its best efforts to cause the  Registration  Statement to
be declared effective under the Securities Act as promptly as possible after the
filing thereof, but in any event

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<PAGE>



prior  to the  Effectiveness  Date,  and to  keep  such  Registration  Statement
continuously  effective  under  the  Securities  Act  until  such date as is the
earlier  of (x)  the  date  when  all  Registrable  Securities  covered  by such
Registration  Statement have been sold or (y) the date on which the  Registrable
Securities  may be sold  without  any  restriction  pursuant  to Rule  144(k) as
determined by the counsel to the Company  pursuant to a written  opinion letter,
addressed to the  Company's  transfer  agent to such effect (the  "Effectiveness
Period").  If an  additional  Registration  Statement  is  required  to be filed
because  the actual  number of shares of Common  Stock into which the  Preferred
Stock is  convertible  and the  Warrants are  exercisable  exceeds the number of
shares of Common Stock initially  registered in respect of the Underlying Shares
and the Warrant Shares based upon the  computation on the Initial  Closing Date,
the  Company  shall  have  twenty  (20)  Business  Days to file such  additional
Registration Statement, and the Company shall use its best efforts to cause such
additional  Registration Statement to be declared effective by the Commission as
soon as possible, but in no event later than 60 days after filing.

         3.       Registration Procedures.
                  -----------------------

                   In  connection  with the Company's  registration  obligations
hereunder, the Company shall:

                      (a)  Prepare and file with the Commission on  or prior  to
the Filing Date, a Registration  Statement on Form S-3 (or if the Company is not
then eligible to register for resale the Registrable Securities on Form S-3 such
registration  shall be on another  appropriate  form in accordance  herewith) in
accordance  with the method or methods of  distribution  thereof as specified by
the  Holders  (except  if  otherwise  directed  by the  Holders),  and cause the
Registration  Statement  to become  effective  and remain  effective as provided
herein;  provided,  however,  that not less than five (5) Business Days prior to
the  filing of the  Registration  Statement  or any  related  Prospectus  or any
amendment  or  supplement   thereto   (including  any  document  that  would  be
incorporated therein by reference), the Company shall (i) furnish to the Holders
and any  Special  Counsel,  copies of all such  documents  proposed to be filed,
which documents (other than those  incorporated by reference) will be subject to
the review of such Holders and such Special Counsel,  and (ii) at the request of
any Holder cause its officers and directors,  counsel and independent  certified
public  accountants to respond to such  inquiries as shall be necessary,  in the
reasonable  opinion  of  counsel  to  such  Holders,  to  conduct  a  reasonable
investigation  within the meaning of the  Securities  Act. The Company shall not
file the  Registration  Statement or any such  Prospectus  or any  amendments or
supplements  thereto  to which the  Holders  of a  majority  of the  Registrable
Securities or any Special  Counsel  shall  reasonably  object in writing  within
three (3) Business Days of their receipt thereof.

                  (b) (i) Prepare and file with the Commission such  amendments,
including  post-effective  amendments,  to the Registration  Statement as may be
necessary to keep the Registration  Statement  continuously  effective as to the
applicable  Registrable  Securities for the Effectiveness Period and prepare and
file with the Commission  such  additional  Registration  Statements in order to
register for resale under the Securities Act all of the Registrable  Securities;
(ii) cause the related  Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule  424 (or any  similar  provisions  then in  force)  promulgated  under  the
Securities  Act; (iii) respond as promptly as possible to any comments  received
from the Commission with respect to the Registration  Statement or any amendment
thereto and as

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<PAGE>



promptly  as  possible  provide  the  Holders  true and  complete  copies of all
correspondence   from  and  to  the  Commission  relating  to  the  Registration
Statement;  and (iv) comply in all material  respects with the provisions of the
Securities  Act and the  Exchange  Act with  respect to the  disposition  of all
Registrable   Securities  covered  by  the  Registration  Statement  during  the
applicable  period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in such
Prospectus as so supplemented.

                  (c) Notify the Holders of  Registrable  Securities  to be sold
and any Special  Counsel as promptly  as  possible  (and,  in the case of (i)(A)
below,  not less than  five (5)  Business  Days  prior to such  filing)  and (if
requested by any such  Person)  confirm such notice in writing no later than one
(1) Business Day following  the day (i)(A) when a Prospectus  or any  Prospectus
supplement or post-effective amendment to the Registration Statement is proposed
to be filed; (B) when the Commission  notifies the Company whether there will be
a "review" of such Registration  Statement and whenever the Commission  comments
in  writing  on  such  Registration  Statement  and  (C)  with  respect  to  the
Registration Statement or any post-effective amendment, when the same has become
effective;  (ii) of any request by the  Commission or any other Federal or state
governmental  authority  for  amendments  or  supplements  to  the  Registration
Statement or Prospectus or for additional information;  (iii) of the issuance by
the  Commission  of  any  stop  order   suspending  the   effectiveness  of  the
Registration  Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings  for that purpose;  (iv) if at any time any of the
representations  and  warranties  of the  Company  contained  in  any  agreement
contemplated hereby ceases to be true and correct in all material respects;  (v)
of the receipt by the Company of any notification with respect to the suspension
of the  qualification or exemption from  qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
Proceeding for such purpose;  and (vi) of the occurrence of any event that makes
any statement made in the  Registration  Statement or Prospectus or any document
incorporated  or deemed to be  incorporated  therein by reference  untrue in any
material respect or that requires any revisions to the  Registration  Statement,
Prospectus or other documents so that, in the case of the Registration Statement
or the Prospectus,  as the case may be, it will not contain any untrue statement
of a material  fact or omit to state any  material  fact  required  to be stated
therein  or  necessary  to make  the  statements  therein,  in the  light of the
circumstances under which they were made, not misleading.

                   (d)  Use its  best efforts  to avoid the  issuance of, or, if
issued, obtain the withdrawal of, (i) any order suspending the  effectiveness of
the  Registration  Statement or (ii) any  suspension  of the  qualification  (or
exemption from  qualification) of any of the Registrable  Securities for sale in
any jurisdiction, at the earliest practicable moment.

                  (e) If  requested  by the Holders of a majority in interest of
the Registrable Securities,  (i) promptly incorporate in a Prospectus supplement
or  post-effective  amendment to the Registration  Statement such information as
the  Company  reasonably  agrees  should be  included  therein and (ii) make all
required filings of such Prospectus supplement or such post-effective  amendment
as soon as  practicable  after the  Company  has  received  notification  of the
matters to be  incorporated  in such  Prospectus  supplement  or  post-effective
amendment.

                  (f) Furnish to each Holder and any  Special  Counsel,  without
charge,  at least one  conformed  copy of each  Registration  Statement and each
amendment thereto, including financial

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<PAGE>



statements  and  schedules,   all  documents   incorporated   or  deemed  to  be
incorporated  therein by reference,  and all exhibits to the extent requested by
such Person (including those previously  furnished or incorporated by reference)
promptly after the filing of such documents with the Commission.

                  (g) Promptly  deliver to each Holder and any Special  Counsel,
without charge, as many copies of the Prospectus or Prospectuses (including each
form of prospectus) and each amendment or supplement thereto as such Persons may
reasonably  request;  and  the  Company  hereby  consents  to the  use  of  such
Prospectus  and each  amendment  or  supplement  thereto by each of the  selling
Holders in connection with the offering and sale of the  Registrable  Securities
covered by such Prospectus and any amendment or supplement thereto.

                  (h) Prior to any public  offering of  Registrable  Securities,
use its best  efforts  to  register  or qualify or  cooperate  with the  selling
Holders  and  any  Special  Counsel  in  connection  with  the  registration  or
qualification  (or exemption from such  registration or  qualification)  of such
Registrable  Securities for offer and sale under the securities or Blue Sky laws
of such  jurisdictions  within  the  United  States as any  Holder  requests  in
writing,   to  keep  each  such  registration  or  qualification  (or  exemption
therefrom) effective during the Effectiveness Period and to do any and all other
acts or  things  necessary  or  advisable  to  enable  the  disposition  in such
jurisdictions of the Registrable Securities covered by a Registration Statement;
provided,  however,  that the Company shall not be required to qualify generally
to do business in any jurisdiction  where it is not then so qualified or to take
any  action  that would  subject  it to  general  service of process in any such
jurisdiction  where it is not then so  subject  or  subject  the  Company to any
material tax in any such jurisdiction where it is not then so subject.

                  (i)  Cooperate  with the  Holders  to  facilitate  the  timely
preparation and delivery of certificates  representing Registrable Securities to
be sold pursuant to a Registration  Statement,  which certificates shall be free
of all restrictive legends,  and to enable such Registrable  Securities to be in
such  denominations  and  registered  in such names as any Holder may request at
least two (2) Business Days prior to any sale of Registrable Securities.

                  (j) Upon the occurrence of any event  contemplated  by Section
3(c)(vi), as promptly as possible, prepare a supplement or amendment,  including
a post-effective amendment, to the Registration Statement or a supplement to the
related  Prospectus or any document  incorporated  or deemed to be  incorporated
therein  by  reference,  and file  any  other  required  document  so  that,  as
thereafter  delivered,  neither the  Registration  Statement nor such Prospectus
will contain an untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the circumstances under which they were made, not misleading.

                  (k) Use its best efforts to cause all  Registrable  Securities
relating  to such  Registration  Statement  to be listed on The Nasdaq  SmallCap
Market  and  any  other  securities  exchange,   quotation  system,   market  or
over-the-counter  bulletin board, if any, on which similar  securities issued by
the  Company  are then  listed as and when  required  pursuant  to the  Purchase
Agreement.


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<PAGE>



                  (l) Comply in all material  respects with all applicable rules
and  regulations of the Commission and make generally  available to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than 45 days after the end of any 12-month
period  (or 90 days  after the end of any  12-month  period if such  period is a
fiscal  year)  commencing  on the first day of the first  fiscal  quarter of the
Company after the effective date of the Registration Statement,  which statement
shall conform to the requirements of Rule 158.

                  (m) The Company may require each selling  Holder to furnish to
the  Company  information  regarding  such Holder and the  distribution  of such
Registrable Securities as is required by law to be disclosed in the Registration
Statement,  and the Company may exclude from such  registration  the Registrable
Securities of any such Holder who unreasonably fails to furnish such information
within a reasonable time after receiving such request.

                  If the Registration  Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (if such reference to such Holder by name or otherwise
is not required by the  Securities  Act or any similar  federal  statute then in
force)  the  deletion  of the  reference  to such  Holder  in any  amendment  or
supplement to the  Registration  Statement  filed or prepared  subsequent to the
time that such reference ceases to be required.

                  Each Holder covenants and agrees that (i) it will not sell any
Registrable  Securities under the  Registration  Statement until it has received
copies of the  Prospectus as then amended or  supplemented  as  contemplated  in
Section 3(g) and notice from the Company that such  Registration  Statement  and
any  post-effective  amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will
comply  with the  prospectus  delivery  requirements  of the  Securities  Act as
applicable to them in connection with sales of Registrable  Securities  pursuant
to the Registration Statement.

                  Each  Holder  agrees by its  acquisition  of such  Registrable
Securities  that, upon receipt of a notice from the Company of the occurrence of
any  event of the kind  described  in  Section  3(c)(ii),  3(c)(iii),  3(c)(iv),
3(c)(v) or 3(c)(vi),  such Holder will forthwith discontinue disposition of such
Registrable  Securities  under the  Registration  Statement  until such Holder's
receipt of the copies of the supplemented Prospectus and/or amended Registration
Statement  contemplated  by Section 3(j), or until it is advised in writing (the
"Advice")  by the  Company  that  the use of the  applicable  Prospectus  may be
resumed,  and,  in  either  case,  has  received  copies  of any  additional  or
supplemental  filings  that are  incorporated  or deemed to be  incorporated  by
reference in such Prospectus or Registration Statement.

                  (n) If (i) there is material non-public  information regarding
the Company which the  Company's  Board of Directors  (the  "Board")  reasonably
determines  not to be in the  Company's  best interest to disclose and which the
Company is not  otherwise  required to disclose,  or (ii) there is a significant
business  opportunity  (including,  but  not  limited  to,  the  acquisition  or
disposition  of assets  (other than in the  ordinary  course of business) or any
merger,  consolidation,  tender offer or other similar transaction) available to
the Company  which the Board  reasonably  determines  not to be in the Company's
best  interest to disclose  and which the Company  would be required to disclose
under the  Registration  Statement,  then the  Company  may  postpone or suspend
filing or effectiveness

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<PAGE>



of a  registration  statement  for a period not to exceed 20  consecutive  days,
provided that the Company may not postpone or suspend its obligation  under this
Section 3(n) for more than 45 days in the aggregate  during any 12 month period;
provided,  however,  that no such  postponement or suspension shall be permitted
for  consecutive  20  day  periods,  arising  out  of the  same  set  of  facts,
circumstances or transactions.

         4.       Registration Expenses
                  ---------------------

                  All  fees  and  expenses  incident  to the  performance  of or
compliance  with this  Agreement  by the  Company  shall be borne by the Company
whether or not the  Registration  Statement  is filed or becomes  effective  and
whether or not any Registrable  Securities are sold pursuant to the Registration
Statement.  The fees and expenses  referred to in the foregoing  sentence  shall
include,  without  limitation,  (i) all registration and filing fees (including,
without limitation, fees and expenses (A) with respect to filings required to be
made with The  Nasdaq  SmallCap  Market and each other  securities  exchange  or
market on which Registrable  Securities are required hereunder to be listed, (B)
with  respect to filings  required to be made with the National  Association  of
Securities  Dealers,  Inc. and the NASD  Regulation,  Inc. and (C) in compliance
with state securities or Blue Sky laws (including,  without limitation, fees and
disbursements   of  counsel  for  the  Holders  in  connection   with  Blue  Sky
qualifications   of  the  Registrable   Securities  and   determination  of  the
eligibility of the Registrable  Securities for investment under the laws of such
jurisdictions  as the  Holders  of a  majority  of  Registrable  Securities  may
designate)), (ii) printing expenses (including, without limitation,  expenses of
printing certificates for Registrable Securities and of printing prospectuses if
the  printing of  prospectuses  is requested by the holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses,  (iv) fees and disbursements of counsel for the
Company and Special Counsel for the Holders, in the case of the Special Counsel,
to a maximum amount of $5,000,  (v) Securities Act liability  insurance,  if the
Company so  desires  such  insurance,  and (vi) fees and  expenses  of all other
Persons  retained  by the Company in  connection  with the  consummation  of the
transactions contemplated by this Agreement,  including, without limitation, the
Company's independent public accountants  (including the expenses of any comfort
letters or costs associated with the delivery by independent  public accountants
of a comfort  letter or comfort  letters).  In  addition,  the Company  shall be
responsible  for all of its internal  expenses  incurred in connection  with the
consummation  of the  transactions  contemplated  by this Agreement  (including,
without  limitation,  all salaries  and  expenses of its officers and  employees
performing  legal or accounting  duties),  the expense of any annual audit,  the
fees and expenses  incurred in  connection  with the listing of the  Registrable
Securities on any securities exchange as required hereunder.

         5.       Indemnification
                  ---------------

                  (a)  Indemnification  by  the  Company.   The  Company  shall,
notwithstanding  any termination of this Agreement,  indemnify and hold harmless
each Holder,  the officers,  directors,  agents,  brokers (including brokers who
offer and sell  Registrable  Securities  as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors
and employees of each of them,  each Person who controls any such Holder (within
the meaning of Section 15 of the  Securities  Act or Section 20 of the  Exchange
Act) and the officers,  directors, agents and employees of each such controlling
Person,  to the fullest extent permitted by applicable law, from and against any
and  all  losses,  claims,  damages,  liabilities,   costs  (including,  without
limitation, costs of

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<PAGE>



preparation  and  attorneys'  fees) and expenses  (collectively,  "Losses"),  as
incurred,  arising out of or relating to any untrue or alleged untrue  statement
of a material fact contained in the  Registration  Statement,  any Prospectus or
any form of  prospectus  or in any  amendment  or  supplement  thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact  required to be stated  therein or necessary to make
the  statements  therein (in the case of any Prospectus or form of prospectus or
supplement  thereto,  in the light of the  circumstances  under  which they were
made) not misleading,  except to the extent,  but only to the extent,  that such
untrue statements or omissions are based solely upon information  regarding such
Holder  furnished  in writing to the  Company by such Holder  expressly  for use
therein,  which  information  was  reasonably  relied on by the  Company for use
therein or to the extent  that such  information  relates to such Holder or such
Holder's  proposed  method of  distribution  of  Registrable  Securities and was
reviewed and expressly  approved in writing by such Holder  expressly for use in
the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement  thereto.  The Company shall notify the Holders promptly
of the  institution,  threat or assertion of any Proceeding of which the Company
is aware in connection  with the  transactions  contemplated  by this Agreement.
Such  indemnity  shall  remain  in  full  force  and  effect  regardless  of any
investigation made by or on behalf of an Indemnified Party and shall survive the
transfer of the Registrable Securities by the Holders.

                  (b) Indemnification by Holders.  Each Holder shall,  severally
and not  jointly,  indemnify  and hold  harmless  the  Company,  the  directors,
officers, agents and employees, each Person who controls the Company (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),
and the directors, officers, agents or employees of such controlling Persons, to
the fullest extent permitted by applicable law, from and against all Losses,  as
incurred,  arising solely out of or based solely upon any untrue  statement of a
material fact contained in the Registration  Statement,  any Prospectus,  or any
form of  prospectus,  or arising solely out of or based solely upon any omission
of a  material  fact  required  to be stated  therein or  necessary  to make the
statements  therein  (in the case of any  Prospectus  or form of  prospectus  or
supplement  thereto,  in the light of the  circumstances  under  which they were
made) not misleading,  to the extent,  but only to the extent,  that such untrue
statement or omission is contained in any information so furnished in writing by
such  Holder to the  Company  specifically  for  inclusion  in the  Registration
Statement or such  Prospectus and that such  information  was reasonably  relied
upon by the Company for use in the  Registration  Statement,  such Prospectus or
such form of prospectus or to the extent that such  information  relates to such
Holder  or  such  Holder's   proposed  method  of  distribution  of  Registrable
Securities  and was  reviewed and  expressly  approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus.  Notwithstanding  anything to the  contrary  contained  herein,  the
Holder  shall be liable under this Section 5(b) for only that amount as does not
exceed the net  proceeds to such  Holder as a result of the sale of  Registrable
Securities pursuant to such Registration Statement.


                  (c) Conduct of Indemnification  Proceedings. If any Proceeding
shall be brought or asserted against any Person entitled to indemnity  hereunder
(an  "Indemnified  Party"),  such  Indemnified  Party  promptly shall notify the
Person from whom indemnity is sought (the "Indemnifying  Party) in writing,  and
the  Indemnifying  Party  shall  assume  the  defense  thereof,   including  the
employment of counsel  reasonably  satisfactory to the Indemnified Party and the
payment of all fees and expenses  incurred in connection  with defense  thereof;
provided, that the failure of any

                                        9

<PAGE>



Indemnified  Party to give such notice shall not relieve the Indemnifying  Party
of its obligations or liabilities pursuant to this Agreement,  except (and only)
to the  extent  that it  shall be  finally  determined  by a court of  competent
jurisdiction  (which  determination  is not subject to appeal or further review)
that such failure shall have proximately and materially adversely prejudiced the
Indemnifying Party.

                  An Indemnified  Party shall have the right to employ  separate
counsel in any such  Proceeding and to participate in the defense  thereof,  but
the  fees  and  expenses  of  such  counsel  shall  be at the  expense  of  such
Indemnified  Party or Parties unless:  (1) the Indemnifying  Party has agreed in
writing to pay such fees and expenses;  or (2) the Indemnifying Party shall have
failed  promptly to assume the defense of such  Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named  parties to any such  Proceeding  (including  any  impleaded  parties)
include  both  such  Indemnified  Party  and the  Indemnifying  Party,  and such
Indemnified Party shall have been advised by counsel that a conflict of interest
is likely to exist if the same counsel were to represent such Indemnified  Party
and the Indemnifying  Party (in which case, if such  Indemnified  Party notifies
the  Indemnifying  Party in writing that it elects to employ separate counsel at
the expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense  thereof and such counsel shall be at the expense of
the  Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any
settlement of any such Proceeding  effected without its written  consent,  which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party,  unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.

                  All fees and  expenses  of the  Indemnified  Party  (including
reasonable  fees  and  expenses  to  the  extent  incurred  in  connection  with
investigating   or  preparing  to  defend  such   Proceeding  in  a  manner  not
inconsistent  with this  Section)  shall be paid to the  Indemnified  Party,  as
incurred,  within  ten (10)  Business  Days of  written  notice  thereof  to the
Indemnifying  Party  (regardless of whether it is ultimately  determined that an
Indemnified Party is not entitled to indemnification  hereunder;  provided, that
the  Indemnifying  Party may require  such  Indemnified  Party to  undertake  to
reimburse  all such fees and  expenses  to the extent it is  finally  judicially
determined  that  such  Indemnified  Party is not  entitled  to  indemnification
hereunder).

                  (d) Contribution. If a claim for indemnification under Section
5(a) or 5(b) is  unavailable  to an  Indemnified  Party  because of a failure or
refusal  of  a  governmental   authority  to  enforce  such  indemnification  in
accordance  with its terms (by reason of public policy or otherwise),  then each
Indemnifying  Party,  in lieu of  indemnifying  such  Indemnified  Party,  shall
contribute to the amount paid or payable by such  Indemnified  Party as a result
of such Losses,  in such  proportion as is  appropriate  to reflect the relative
fault of the  Indemnifying  Party and  Indemnified  Party in connection with the
actions,  statements  or omissions  that  resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and  Indemnified  Party shall be  determined  by reference to, among other
things,  whether any action in question,  including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been  taken  or made  by,  or  relates  to  information  supplied  by,  such
Indemnifying,  Party or Indemnified  Party,  and the parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
action, statement or omission. The amount paid or payable by a party as

                                       10

<PAGE>



a result of any Losses  shall be deemed to include,  subject to the  limitations
set forth in Section 5(c), any reasonable attorneys' or other reasonable fees or
expenses  incurred by such party in connection with any Proceeding to the extent
such  party  would  have  been  indemnified  for such  fees or  expenses  if the
indemnification  provided  for in this  Section was  available  to such party in
accordance with its terms.  Notwithstanding  anything to the contrary  contained
herein,  the Holder shall be liable or required to contribute under this Section
5(c) for only that amount as does not exceed the net  proceeds to such Holder as
a result of the sale of  Registrable  Securities  pursuant to such  Registration
Statement.

                  The  parties  hereto  agree  that it  would  not be  just  and
equitable if  contribution  pursuant to this Section 5(d) were determined by pro
rata  allocation  or by any other method of  allocation  that does not take into
account the equitable  considerations  referred to in the immediately  preceding
paragraph. No Person guilty of fraudulent  misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to  contribution  from
any Person who was not guilty of such fraudulent misrepresentation.

                  The indemnity and  contribution  agreements  contained in this
Section are in addition to any liability that the Indemnifying  Parties may have
to the Indemnified Parties

         6. Rule 144.
            --------

                  As long as any Holder owns Shares, Underlying Shares, Warrants
or Warrant Shares, the Company covenants to timely file (or obtain extensions in
respect  thereof  and file  within the  applicable  grace  period)  all  reports
required  to be filed by the Company  after the date hereof  pursuant to Section
13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true
and  complete  copies of all such  filings.  As long as any Holder owns  Shares,
Underlying Shares, Warrants or Warrant Shares, if the Company is not required to
file reports  pursuant to Section  13(a) or 15(d) of the  Exchange  Act, it will
prepare and furnish to the Holders and make  publicly  available  in  accordance
with Rule  144(c)  promulgated  under the  Securities  Act annual and  quarterly
financial statements,  together with a discussion and analysis of such financial
statements  in form and  substance  substantially  similar  to those  that would
otherwise  be required to be  included in reports  required by Section  13(a) or
15(d) of the Exchange Act, as well as any other information required thereby, in
the time period  that such  filings  would have been  required to have been made
under the Exchange  Act. The Company  further  covenants  that it will take such
further action as any Holder may reasonably request,  all to the extent required
from time to time to enable  such Person to sell  Underlying  Shares and Warrant
shares  without  registration  under the Securities Act within the limitation of
the  exemptions  provided  by Rule 144  promulgated  under the  Securities  Act,
including  providing any legal opinions  referred to in the Purchase  Agreement.
Upon the  request of any  Holder,  the  Company  shall  deliver to such Holder a
written certification of a duly authorized officer as to whether it has complied
with such requirements.


                                       11

<PAGE>



         7.       Miscellaneous.
                  -------------

                  (a) Remedies.  In the event of a breach by the Company or by a
Holder,  of any of their  obligations  under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary  damages would not provide  adequate
compensation  for any losses  incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific  performance  in respect of such breach,  it shall waive the
defense that a remedy at law would be adequate.

                  (b) No Inconsistent Agreements. Neither the Company nor any of
its  subsidiaries  has,  as of the date hereof  entered  into and  currently  in
effect,  nor shall the Company or any of its subsidiaries,  on or after the date
of this Agreement,  enter into any agreement with respect to its securities that
is  inconsistent  with the rights  granted to the Holders in this  Agreement  or
otherwise conflicts with the provisions hereof.  Except as disclosed in Schedule
2.1(u)  of  the  Purchase  Agreement,   neither  the  Company  nor  any  of  its
subsidiaries  has  previously  entered  into any  agreement  currently in effect
granting any  registration  rights with respect to any of its  securities to any
Person.  Without  limiting the generality of the foregoing,  without the written
consent  of the  Holders  of a  majority  of the  then  outstanding  Registrable
Securities,  the Company  shall not grant to any Person the right to request the
Company to register  any  securities  of the Company  under the  Securities  Act
unless the rights so granted are subject in all  respects to the prior rights in
full of the Holders set forth herein, and are not otherwise in conflict with the
provisions of this Agreement.

                  (c) No Piggyback on Registrations. Neither the Company nor any
of its security holders (other than the Holders in such capacity pursuant hereto
or as  disclosed  in  Schedule  2.1(u) of the  Purchase  Agreement)  may include
securities of the Company in the Registration  Statement,  and the Company shall
not after the date hereof enter into any agreement  providing  such right to any
of its security holders,  unless the right so granted is subject in all respects
to the  prior  rights  in full  of the  Holders  set  forth  herein,  and is not
otherwise in conflict with the provisions of this Agreement.

                  (d) Piggy-Back Registrations. If at any time when there is not
an  effective  Registration  Statement  covering (i)  Underlying  Shares or (ii)
Warrant  Shares,  the  Company  shall  determine  to  prepare  and file with the
Commission a registration  statement relating to an offering for its own account
or the  account  of  others  under  the  Securities  Act  of  any of its  equity
securities,  other than on Form S-4 or Form S-8 (each as  promulgated  under the
Securities  Act) or its then  equivalents  relating to equity  securities  to be
issued solely in connection  with any  acquisition  of any entity or business or
equity  securities  issuable in connection  with stock option or other  employee
benefit plans,  the Company shall send to each holder of Registrable  Securities
written  notice of such  determination  and,  if within  thirty  (30) days after
receipt of such  notice,  any such  holder  shall so  request in writing  (which
request shall specify the Registrable  Securities  intended to be disposed of by
the Purchasers),  the Company will cause the  registration  under the Securities
Act of all  Registrable  Securities  which the Company has been so  requested to
register by the holder, to the extent requisite to permit the disposition of the
Registrable  Securities so to be registered,  provided that if at any time after
giving  written  notice of its intention to register any securities and prior to
the effective date of the  registration  statement filed in connection with such
registration, the Company shall determine for any

                                       12

<PAGE>



reason not to register or to delay registration of such securities,  the Company
may, at its election,  give written notice of such  determination to such holder
and,  thereupon,  (i) in the case of a determination  not to register,  shall be
relieved of its obligation to register any Registrable  Securities in connection
with  such  registration  (but  not  from  its  obligation  to pay  expenses  in
accordance with Section 4 hereof),  and (ii) in the case of a  determination  to
delay  registering,  shall be permitted  to delay  registering  any  Registrable
Securities being registered pursuant to this Section 7(d) for the same period as
the delay in  registering  such other  securities.  The Company shall include in
such registration  statement all or any part of such Registrable Securities such
holder requests to be registered;  provided, however, that the Company shall not
be required to register any Registrable Securities pursuant to this Section 7(d)
that are eligible for sale pursuant to Rule 144(k) of the Securities Act. In the
case of an  underwritten  public  offering,  if the managing  underwriter(s)  or
underwriter(s)  should  reasonably  object to the  inclusion of the  Registrable
Securities  in  such   registration   statement,   then  if  the  Company  after
consultation with the managing  underwriter should reasonably determine that the
inclusion of such Registrable Securities,  would materially adversely affect the
offering  contemplated  in  such  registration  statement,  and  based  on  such
determination  recommends  inclusion in such registration  statement of fewer or
none of the  Registrable  Securities  of the  Holders,  then (x) the  number  of
Registrable  Securities of the Holders included in such  registration  statement
shall  be  reduced  pro-rata  among  such  Holders  (based  upon the  number  of
Registrable  Securities  requested to be included in the  registration),  if the
Company after consultation with the  underwriter(s)  recommends the inclusion of
fewer Registrable  Securities,  or (y) none of the Registrable Securities of the
Holders shall be included in such registration  statement,  if the Company after
consultation  with the  underwriter(s)  recommends the inclusion of none of such
Registrable Securities;  provided, however, that if Securities are being offered
for the  account  of other  persons or  entities  as well as the  Company,  such
reduction  shall not represent a greater  fraction of the number of  Registrable
Securities  intended to be offered by the Holders  than the  fraction of similar
reductions imposed on such other persons or entities (other than the Company).

                  (e) Failure to File  Registration  Statement and Other Events.
The Company and the Purchasers agree that the Holders will suffer damages if the
Registration Statement is not filed on or prior to the 15th day after the Filing
Date  and  not  declared  effective  by  the  Commission  on  or  prior  to  the
Effectiveness Date and maintained in the manner  contemplated  herein during the
Effectiveness Time or if certain other events occur. The Company and the Holders
further  agree that it would not be  feasible  to  ascertain  the extent of such
damages with precision.  Accordingly,  if (A) the Registration  Statement is not
filed  on or prior  to 15th  day  after  the  Filing  Date,  or is not  declared
effective by the  Commission  on or prior to the  Effectiveness  Date (or in the
event an additional Registration Statement is filed because the actual number of
shares of Common Stock into which the  Preferred  Stock is  convertible  and the
Warrants are exercisable  exceeds the number of shares of Common Stock initially
registered is not filed and declared  effective  with the time periods set forth
in Section 2(a)), or (B) the Company fails to file with the Commission a request
for acceleration in accordance with Rule 12dl-2  promulgated  under the Exchange
Act within  five (5)  Business  Days of the date that the  Company  is  notified
(orally  or  in  writing,  whichever  is  earlier)  by  the  Commission  that  a
Registration Statement will not be "reviewed," or not subject to further review,
or (C) the  Registration  Statement is filed with and declared  effective by the
Commission  but  thereafter  ceases  to  be  effective  as  to  all  Registrable
Securities  at any time prior to the  expiration  of the  Effectiveness  Period,
without being succeeded immediately by a subsequent Registration Statement filed
with and  declared  effective  by the  Commission,  or (D) trading in the Common
Stock shall be suspended or if

                                       13

<PAGE>



the Common Stock is delisted from The Nasdaq SmallCap Market or the OTC Bulletin
Board for any reason for more than three Business Days in the aggregate,  or (E)
the conversion rights of the Holders are suspended for any reason,  including by
the Company,  or (F) the Company  breaches in a material respect any covenant or
other  material  term  or  condition  to  this  Agreement,  the  Certificate  of
Designation,  the Purchase  Agreement (other than a  representation  or warranty
contained  therein)  or any  other  agreement,  document,  certificate  or other
instrument delivered in connection with the transactions contemplated hereby and
thereby,  and such breach  continues  for a period of thirty days after  written
notice thereof to the Company,  or (G) the Company fails to convene a meeting of
shareholders  within the time period  specified  in Section 3.14 of the Purchase
Agreement or does so convene a meeting of  shareholders  within such time period
but fails to obtain Shareholder Approval at such meeting, or (H) the Company has
breached  Section  3(n) (any such  failure  or breach  being  referred  to as an
"Event,"  and for  purposes  of clauses (A) and (E) the date on which such Event
occurs,  or for purposes of clause (B) the date on which such five day period is
exceeded,  or for purposes of clause (C) after more than fifteen  Business Days,
or for  purposes of clause (D) the date on which such three  Business Day period
is  exceeded,  or for  clause  (F) the date on which  such  thirty day period is
exceeded,  being referred to as "Event Date"),  the Company shall pay in cash as
liquidated  damages to each Holder an amount equal to 3% per  calendar  month or
portion  thereof  of the stated  value of the  outstanding  Shares  held by such
Holder  plus the stated  value of any  Shares  that have been  converted  to the
extent any of the Underlying  Shares issued upon such  conversion  have not been
sold from the Event Date until the  applicable  Event is cured.  Payments  to be
made pursuant to this Section 7(e)(i) shall be due and payable  immediately upon
demand in immediately available funds.

                  (f) Amendments and Waivers.  The provisions of this Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and each of the Holders.  Notwithstanding the foregoing,  a waiver or consent to
depart  from  the  provisions  hereof  with  respect  to a matter  that  relates
exclusively  to the rights of Holders and that does not  directly or  indirectly
affect  the  rights  of other  Holders  may be given  by  Holders  of at least a
majority of the Registrable  Securities to which such waiver or consent relates;
provided,  however,  that the  provisions  of this  sentence may not be amended,
modified,  or  supplemented  except in  accordance  with the  provisions  of the
immediately preceding sentence.

                  (g) 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  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 each Holder at its address set forth under its name on Schedule
1 attached hereto, or with respect to the Company, addressed to:


                                       14

<PAGE>



                  Imaging Technologies Corporation
                  11031 Via Frontera
                  San Diego, California  92127
                  Attention:  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 any Holder shall be sent to the  addresses
listed on Schedule 1 attached  hereto,  if applicable.  Copies of notices to the
Company 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.

                  (h)  Successors and Assigns.  This Agreement  shall be binding
upon and inure to the benefit of the parties and their  successors and permitted
assigns and shall inure to the  benefit of each  Holder and its  successors  and
assigns.  The  Company  may not assign  this  Agreement  or any of its rights or
obligations  hereunder  without the prior written  consent of each Holder.  Each
Purchaser  may assign its rights  hereunder  in the manner and to the Persons as
permitted under the Purchase Agreement.

                  (i)  Assignment  of  Registration  Rights.  The rights of each
Holder  hereunder,  including the right to have the Company  register for resale
Registrable Securities in accordance with the terms of this Agreement,  shall be
automatically  assignable  by each Holder to any Affiliate of such Holder or any
other  Holder or Affiliate of any other Holder of all or a portion of the shares
of Preferred  Stock or the  Registrable  Securities if: (i) the Holder agrees in
writing with the  transferee  or assignee to assign such  rights,  and a copy of
such agreement is furnished to the Company  within a reasonable  time after such
assignment, (ii) the Company is, within a reasonable time after such transfer or
assignment,  furnished  with written  notice of (a) the name and address of such
transferee  or  assignee,  and (b) the  securities  with  respect  to which such
registration  rights are being  transferred  or assigned,  (iii)  following such
transfer  or  assignment  the  further  disposition  of such  securities  by the
transferee or assignees is restricted  under the  Securities  Act and applicable
state  securities  laws,  (iv) at or before the time the  Company  receives  the
written notice  contemplated  by clause (ii) of this Section,  the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions
of this Agreement, and (v) such transfer shall have been made in accordance with
the applicable  requirements of the Purchase Agreement. In addition, each Holder
shall have the right to assign its rights hereunder to any other Person with the
prior written  consent of the Company,  which consent shall not be  unreasonably
withheld.  The  rights  to  assignment  shall  apply  to  the  Holders  (and  to
subsequent) successors and assigns.

                  (j) Counterparts. This Agreement may be executed in any number
of  counterparts,  each of  which  when so  executed  shall be  deemed  to be an
original  and, all of which taken  together  shall  constitute  one and the same
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.


                                       15

<PAGE>



                  (k)  Governing  Law. This  Agreement  shall be governed by and
construed in accordance with the laws of the State of California, without regard
to principles of conflicts of law thereof.

                  (l)  Cumulative  Remedies.  The remedies  provided  herein are
cumulative and not exclusive of any remedies provided by law.

                  (m)  Severability.   If  any  term,  provision,   covenant  or
restriction  of  this  Agreement  is  held  to  be  invalid,  illegal,  void  or
unenforceable in any respect, the remainder of the terms, provisions,  covenants
and  restrictions  set forth  herein  shall  remain in full force and effect and
shall in no way be affected,  impaired or  invalidated,  and the parties  hereto
shall use their  reasonable  efforts to find and employ an alternative  means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (n) Headings. The headings herein are for convenience only, do
not  constitute  a part of this  Agreement  and  shall not be deemed to limit or
affect any of the provisions hereof.

                  (o) Shares Held by the Company  and its  Affiliates.  Whenever
the  consent or approval of Holders of a  specified  percentage  of  Registrable
Securities is required hereunder,  Registrable Securities held by the Company or
its  Affiliates  (other than any Holder or  transferees or successors or assigns
thereof  if such  Holder is deemed  to be an  Affiliate  solely by reason of its
holdings of such  Registrable  Securities)  shall not be counted in  determining
whether  such  consent or  approval  was given by the  Holders of such  required
percentage.

                  (p)  Within  two (2)  business  days  after  the  Registration
Statement which includes the Registrable  Securities is ordered effective by the
SEC, the Company shall deliver, and shall cause legal counsel for the Company to
deliver,  to the transfer agent for such Registrable  Securities (with copies to
the Holders  whose  Registrable  Securities  are  included in such  Registration
Statement)  confirmation  that the  Registration  Statement  has  been  declared
effective by the SEC in the form attached hereto as Exhibit A.

                  [Remainder of Page Intentionally Left Blank]

                                       16

<PAGE>



         IN WITNESS  WHEREOF,  the parties hereto have caused this  Registration
Rights Agreement to be duly executed by their respective  authorized  persons as
of the date first indicated above.


                                      IMAGING TECHNOLOGIES CORPORATION


                                      By:_____________________________________
                                            Name:  Brian Bonar
                                            Title:  President

                                      HARRY J. SAAL TRUST UTA DATED 7/19/92


                                      By:_____________________________________
                                           Name:
                                           Title:

                                      SAAL FAMILY CHARITABLE LEAD TRUST
                                      UTA DATED 2/25/98


                                      By:_____________________________________
                                           Name:
                                           Title:



                                      ----------------------------------------
                                                        R.T. MERCER


                                      CASHCO FLP


                                      By:_____________________________________
                                            Name:
                                            Title:


                                      MANOR INVESTMENT


                                      By:_____________________________________
                                            Name:
                                            Title:




<PAGE>



                                      ----------------------------------------
                                                   GUILHERME DUQUE


                                      NESHER, INC.


                                      By:_____________________________________
                                            Name:
                                            Title:


                                      MANCHESTER ASSET MANAGEMENT


                                      By:_____________________________________
                                             Name:
                                             Title:


                                      GILSTON CORPORATION, LTD.


                                      By:_____________________________________
                                             Name:
                                             Title:


                                      THE CUTTYHUNK FUND, LIMITED


                                      By:_____________________________________
                                             Name:
                                             Title:



<PAGE>



                                                                      EXHIBIT A

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


[TRANSFER AGENT]
Attn:                               

                  Re:      Imaging Technologies Corporation

Ladies and Gentlemen:

         We  are  counsel  to  Imaging  Technologies  Corporation,   a  Delaware
corporation (the "Company"), and have represented the Company in connection with
that certain Securities  Purchase Agreement (the "Purchase  Agreement")  entered
into by and among the Company and the buyers named  therein  (collectively,  the
"Holders")  pursuant  to which the Company  issued to the Holders  shares of its
Series E Convertible Preferred Stock, par value $1,000 per share (the "Preferred
Shares"),  convertible  into shares of the Company's  common stock,  par value $
 .005 per share (the "Common  Stock"),  and warrants to purchase an Shares of the
Common Stock (the "Warrants").  Pursuant to the Purchase Agreement,  the Company
also has entered  into a  Registration  Rights  Agreement  with the Holders (the
"Registration  Rights  Agreement")  pursuant to which the Company agreed,  among
other  things,  to  register  the  Registrable  Securities  (as  defined  in the
Registration  Rights  Agreement),  including the shares of Common Stock issuable
upon conversion of the Preferred Shares and exercise of the Warrants,  under the
Securities  Act of 1933,  as amended (the "1933 Act").  In  connection  with the
Company's  obligations under the Registration Rights Agreement,  on ____________
___, 1999, the Company filed a Registration Statement on Form S-3 (File No. 333-
_____________)  (the "Registration  Statement") with the Securities and Exchange
Commission (the "SEC") relating to the Registrable  Securities  which names each
of the Holders as a selling stockholder thereunder.

         In connection  with the  foregoing,  we advise you that a member of the
SEC's  staff has  advised  us by  telephone  that the SEC has  entered  an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF  EFFECTIVENESS]  on [ENTER DATE OF  EFFECTIVENESS]  and we have no knowledge,
after  telephonic  inquiry of a member of the SEC's  staff,  that any stop order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose  are  pending  before,  or  threatened  by, the SEC and the  Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration Statement.

                                                     Very truly yours,

                                                     [ISSUER'S COUNSEL]

                                                     By:                       
cc:      [LIST NAMES OF HOLDERS]