FORBEARANCE AGREEMENT
                              ---------------------

         This Forbearance Agreement ("Forbearance Agreement") is entered into as
of November 4, 1998, by and between  Imperial Bank (the "Bank") on the one hand,
and Imaging Technologies  Corporation ("ITEC"),  Prima International  ("Prima"),
Newgen  Systems  Acquisitions   Corporation   ("Newgen"),   McMican  Corporation
("McMican"),  Color  Solutions,  Inc.  ("Color  Solutions),  ITEC Europe Limited
("ITEC  Europe"),  and AMT Accel UK Limited ("AMT")  (Borrower and Co- Borrowers
collectively  referred to herein as the "Borrowers").  All capitalized terms not
defined  herein shall bear the meanings  ascribed to them in the Loan  Documents
(as defined  below).  This  Forbearance  Agreement is made with reference to the
following facts:

         A. The  Borrowers  are  currently  indebted to the Bank pursuant to the
Loan Documents (as defined below).  The Borrowers  acknowledge  that they are in
default under the Loan Documents,  and the Borrowers  desire,  inter alia (i) to
repay the Existing  Indebtedness (as defined below) in accordance with the terms
set forth in this  Forbearance  Agreement;  and (ii)  that the Bank  temporarily
forbear from  exercising  its rights and remedies as to existing  defaults under
the Loan Documents as of the date of execution of this Forbearance Agreement.

         B. The Bank desires full repayment of the Existing Indebtedness owed by
the  Borrowers  under the Loan  Documents.  The Bank is willing  to  temporarily
forbear from  exercising  its rights and remedies as to existing  defaults under
the Loan Documents only in accordance with the terms and conditions set forth in
this Forbearance Agreement.

         C.  IT IS THE  INTENT  OF THE  PARTIES  HERETO  THAT  THIS  FORBEARANCE
AGREEMENT  ADDRESS THE DEBTS  AND/OR  OBLIGATIONS  OF THE  BORROWERS TO THE BANK
WHICH ARE FULLY DESCRIBED HEREIN. THIS FORBEARANCE AGREEMENT DOES NOT PERTAIN TO
ANY  OTHER  INDEBTEDNESS  AND/OR  OBLIGATIONS  OF THE  BORROWERS  (OR ANY  OTHER
PARTIES) TO THE BANK NOT SPECIFICALLY  ADDRESSED IN THIS FORBEARANCE  AGREEMENT.
ALL TERMS AND  PROVISIONS OF ANY  AGREEMENTS  BETWEEN THE BORROWERS AND THE BANK
INCLUDING,  BUT NOT LIMITED TO, THE LOAN DOCUMENTS,  NOT  SPECIFICALLY  MODIFIED
HEREIN,  SHALL REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THEIR ORIGINAL
TERMS.

         NOW,  THEREFORE,  in  consideration  of (i) the above  recitals and the
mutual promises contained in this Forbearance  Agreement;  (ii) the execution of
this  Forbearance  Agreement  and  all  documents,  instruments  and  agreements
required to be executed in accordance with this Forbearance Agreement; (iii) the
satisfaction  of all  Conditions  Precedent  set forth below;  and for other and
further valuable  consideration,  the receipt and sufficiency of which is hereby
acknowledged, it is hereby agreed as follows:

<PAGE>



I.  ACKNOWLEDGMENT OF THE EXISTING INDEBTEDNESS AND THE LOAN DOCUMENTS.
    ------------------------------------------------------------------

         A. The Security and Loan  Agreements.  The  Borrowers  acknowledge  and
agree that the Bank has advanced  funds to the  Borrowers  pursuant to: (i) that
certain  Security  and Loan  Agreement  and an  Addendum  to  Security  and Loan
Agreement  dated as of June 23,  1998 in an amount not to exceed  Three  Million
Five Hundred  Thousand Dollars  ($3,500,000.00);  (ii) that certain Security and
Loan  Agreement  and an Addendum to Security and Loan  Agreement  dated June 23,
1998 in an amount  not to exceed  Two  Million  Five  Hundred  Thousand  Dollars
($2,500,000.00);  (iii) that certain Security and Loan Agreement and an Addendum
to  Security  and Loan  Agreement  dated as of June 23, 1998 in an amount not to
exceed One Million Dollars  ($1,000,000.00)  (the documents  referred to in (i),
(ii)  and  (iii)  hereof  shall  be  collectively   called  "Loan  and  Security
Agreements"  herein); and (iv) that certain Promissory Note dated as of June 23,
1998 in the  original  principal  amount of Two Million  Five  Hundred  Thousand
Dollars  ($2,500,000.00)  ("Note"). The Borrowers acknowledge and agree that the
Borrowers  agreed to repay all  amounts  advanced  by the Bank to the  Borrowers
pursuant  to the  Loan and  Security  Agreements  and the  Note,  together  with
interest  thereon  at the  applicable  rates set forth in the Loan and  Security
Agreements and the Note, together with all applicable fees and charges set forth
in the Loan and Security Agreements and the Note.

         B.  Defaults  Under  Loan  and  Security   Agreements.   The  Borrowers
acknowledge  and agree that:  (a) the Borrowers  have  defaulted on the Loan and
Security Agreements by, inter alia,  violating the financial covenants contained
therein and issuing  certain notes dated  September  21, 1998;  (b) the Loan and
Security Agreements constitute a duly authorized,  valid, binding and continuing
agreement and obligation of the Borrowers to the Bank, enforceable in accordance
with  its  terms;   and  (c)  the  Borrowers   have  no  claims,   cross-claims,
counterclaims,  setoffs or defenses of any kind or nature which would in any way
reduce  or  offset  its  obligations  to the Bank  under  the Loan and  Security
Agreements as of the date of execution of this Forbearance Agreement.

         C.  The  Security   Agreements  and  The  Assignments.   The  Borrowers
acknowledge  and  agree  that  as  security  for,  inter  alia,  the  Borrowers'
obligations under the Loan and Security Agreements, the Borrowers granted to the
Bank a first priority security interest in all the Borrowers'  personal property
including, but not limited to, accounts, equipment, inventory and intangibles by
the certain Loan and Security  Agreements.  The Borrowers  warrant and represent
that: (a) the Loan and Security  Agreements  were provided as collateral for the
Borrowers' obligations under the Loan and Security Agreements;  (b) the Loan and
Security  Agreements  have not  been  amended;  and (c) the  Loan  and  Security
Agreements  provide  the Bank with a first  priority,  duly  authorized,  valid,
binding, continuing and perfected lien on the collateral granted thereunder.

         D. The Existing  Indebtedness.  The Borrowers acknowledge that pursuant
to the  Loan  and  Security  Agreements,  and  all  documents,  instruments  and
agreements executed in connection  therewith  (collectively,  "Loan Documents"),
there are  presently  balances  due,  owing and unpaid from the Borrowers to the
Bank as of October 30, 1998, as follows:

                                       -2-

<PAGE>



Note #3                                          
Principal                                                     $2,378,994.65
Interest                                                      $   32,901.44
Late charge                                                   $    4,004.73
                                                              ----------------
TOTAL                                                         $2,419,900.82

Note #5
Principal                                                     $2,062,687.58
Interest                                                      $   27,368.40
Late charge                                                   $      870.79
                                                              -----------------
TOTAL                                                         $2,090,926.77

Note #6
Principal                                                     $1,765,521.96
Interest                                                      $   20,095.99
Late charge                                                   $      572.00
                                                              -----------------
TOTAL                                                         $1,786,189.95

TOTAL                                                         $6,297,017.54

The  aggregate  amount  outstanding  is Six  Million  Two  Hundred  Ninety-Seven
Thousand Seventeen Dollars and Fifty-Four Cents  ($6,297,017.54);  together with
all other fees and charges due under the terms of the Loan Documents  including,
but not limited to, the Bank's costs and fees,  including  attorneys'  fees, due
under the terms of the Loan Documents.  (The aggregate  amount currently owed by
the Borrowers to the Bank pursuant to the Loan Documents is hereinafter referred
to as "Existing Indebtedness.")

II.  LIMITED SCOPE OF FORBEARANCE AGREEMENT.
     --------------------------------------

         Nothing contained in this Forbearance Agreement shall be interpreted as
or be  deemed  a  release  or a  waiver  by the  Bank  of any of the  terms  and
conditions  of the Loan  Documents,  or any  other  documents,  instruments  and
agreements  between the parties hereto except as  specifically  provided in this
Forbearance Agreement.  Unless specifically modified herein, all other terms and
provisions  of the Loan  Documents  shall  remain in full  force  and  effect in
accordance  with their  original  terms.  This  Forbearance  Agreement  does not
constitute  a waiver  or  release  by the Bank of any  obligations  between  the
Borrowers and the Bank, or a waiver by the Bank of any defaults by the Borrowers
under the Loan Documents,  unless expressly so provided herein,  nor between the
Bank and any other person or entity.

III.  THE BANK'S AGREEMENT TO FORBEAR DURING FORBEARANCE PERIOD.
      ---------------------------------------------------------

         Subject  to the  Borrowers'  satisfaction  of all terms and  conditions
hereof,  and so long as no  Event  of  Default  occurs  under  this  Forbearance
Agreement or the Loan Documents, the Bank hereby

                                       -3-

<PAGE>



agrees to  forbear  from  exercising  its rights and  remedies  with  respect to
collecting  the Existing  Indebtedness  and with respect to  foreclosing  on its
security  interests in any personal  property of the Borrowers through the close
of  business  on  January  15,  1999  ("Forbearance   Period").   The  Borrowers
acknowledge and agree that immediately after the Forbearance Period expires,  if
the  Existing  Indebtedness  and the  obligations  of the  Borrowers to the Bank
pursuant to this Forbearance  Agreement have not been fully repaid, the Bank may
exercise all of the rights and remedies contained in the Loan Documents, in this
Forbearance Agreement, under applicable law and at equity. The Borrowers further
acknowledge  and  agree  that  the  Bank's   agreement  to  forbear  during  the
Forbearance  Period  concerns  only the  Borrowers'  defaults  with  respect  to
existing  covenant  defaults and payment of outstanding  amounts owing under the
Loan  Documents  which  exist as of the date of  execution  of this  Forbearance
Agreement ("Existing  Defaults"),  but not as to any defaults which may arise in
the future.  The  Borrowers  represent  and warrant that they are unaware of any
events of default  pursuant to the Loan Documents  other than those set forth in
that  certain  letter dated  September  10, 1998 from Mr. Greg Marks of Imperial
Bank to Mr.  Brian  Bonar  and Mr.  Michael  Clemens,  and the  issuance  by the
Borrowers of those certain subordinated notes dated September 21, 1998.

IV.  OVERADVANCE COMPLIANCE.
     ----------------------

         The  Borrowers  shall not, at any time during the  Forbearance  Period,
fail to pay,  in  accordance  with the terms of the Loan  Documents,  any unpaid
balance of their Loan  Accounts  that exceed the maximum  amount of  outstanding
loans to which Borrowers are entitled under the Loan  Documents,  and within the
limits of the Borrowing Base agreed to thereunder.  An "Overadvance" shall exist
at any time that line 21 of Bank form AC-1,  Accounts  Receivable  and Inventory
Transaction  Report, is a negative number. The Bank reserves its right to charge
interest at the default  rate upon any event of default  which  exists under the
Loan Documents and this  Forbearance  Agreement  which has not been cured within
three (3) business  days after the Bank has provided the  Borrowers  with notice
thereof.

V.  PAST DUE PAYMENTS TO BE MADE.
    ----------------------------

         Upon execution of the Forbearance  Agreement,  the Borrowers shall make
the following payments to the Bank:

         Note #3        Principal + Interest (9/30/98 & 10/30/98)    $160,189.38
                        Late charge                                  $  4,004.73

         Note #5        Interest due 10/10/98                        $ 17,415.72
                        Late charge                                  $    870.79


                                       -4-

<PAGE>



         Note #6        Interest due 10/10/98                        $ 11,440.03
                        Late charge                                  $    572.00

         TOTAL                                                       $194,492.65

VI.  NEW LENDER.
     ----------

         The Borrowers  shall, no later than December  15,1998,  obtain new loan
commitments  (which  loans shall fund no later than January 15, 1999) from a new
lender in amounts  sufficient to repay in full the Existing  Indebtedness to the
Bank ("New Loan Commitments").

VII.  INTEREST.
      --------

         The  Borrowers  acknowledge  that the default rate of interest has been
accruing on the loans since  September  15,  1998 and is five  percent  (5%) per
annum above the applicable  interest rate of three fourths of one percent (3/4%)
over the Bank's prime lending rate.  The current  interest rate is therefore the
Bank's  prime  lending  rate plus five and three  fourths  percent  (5 3/4%) per
annum.  The default rate of interest  shall be charged from and after  September
16,  1998 on the  Existing  Indebtedness  unless  (i) the  Borrowers  shall have
provided  the Bank with a copy of a bona fide  expression  of  interest by a new
lender no later than  November  15,  1998;  (ii) the Bank  shall  have  received
written  certification of the Borrowers'  Chief Financial  Officer no later than
December 15, 1998 that due diligence  with respect to its  applications  for new
loans  has  been  completed;   (iii)  the  Bank  shall  have  received   written
certification of the Borrowers'  Chief Financial  Officer no later than December
31, 1998 that such new loan(s) shall be funded on or before January 15, 1999.

VIII.  DEPOSIT ACCOUNT RELATIONSHIPS; FUTURE ADVANCES.
       ----------------------------------------------

         Other than a payroll  account which shall be used for payroll  purposes
only,  and  which  may be  maintained  at  another  financial  institution,  the
Borrowers shall have  consolidated  all deposit account  relationships  with the
Bank no later than  November  6, 1998,  other than any  deposit  accounts  which
remain  outstanding to satisfy checks, or other outstanding drafts issued by the
Borrowers ("Remaining Accounts").  As of the date hereof, no additional deposits
shall be made to the Remaining Accounts.  The Remaining Accounts shall be closed
no later than November 15, 1998. During the Forbearance Period,  Borrowers shall
maintain a minimum of three  accounts  with the Bank:  a  "Domestic  Account," a
"Foreign Account" and an "Operating  Account." All of Borrowers'  collections on
its  domestic  accounts  receivables  will be  deposited  daily in the  Domestic
Account,  and all of Borrowers'  collections on its foreign accounts  receivable
will be deposited in the Foreign  Account.  All deposits in the Domestic Account
and the Foreign Account will be applied daily as loan payments on the Borrowers'
lines  of  credit.  During  the  Forbearance  Period,  Borrowers  shall  also be
permitted to borrow funds from the Bank under their lines of credit,  subject to
borrowing  base  availability  and the terms of the existing  Loan  Documents as
modified by this Forbearance Agreement


                                       -5-

<PAGE>



IX.  REIMBURSEMENT OF THE BANK'S FEES AND COSTS.
     ------------------------------------------

         Contemporaneously with the execution of this Forbearance Agreement, the
Borrowers  shall  reimburse  the Bank for all of the Bank's costs and  expenses,
including  attorneys'  fees of the Bank's outside counsel  ("Costs"),  including
those  fees  incurred  (a) in,  advising  the Bank of its rights  following  the
Borrowers' default; and (b) in connection with the negotiation,  preparation and
documentation of this Forbearance Agreement.

X.  BORROWING BASE CERTIFICATE.
    --------------------------

         The  Borrowers  shall  provide  the  Bank  with  daily  borrowing  base
certificates, daily sales journals and daily collections reports.

XI.  WAVIER OF PREPAYMENT FEES.
     -------------------------

         The  Bank  shall   waive  any   prepayment   fees  and  other  form  of
consideration,  if any,  due  upon an  early  repayment  of any of the  Existing
Indebtedness to the Bank.

XII.  REFUND OF WARRANTS.
      ------------------

         Provided  that the  Borrowers  have  repaid  to the  Bank all  Existing
Indebtedness  on or  before  January  15,  1999,  the Bank  shall  return to the
Borrowers all warrants which the Borrowers issued to the Bank.

XIII.  COMPLIANCE CERTIFICATE.
       ----------------------

         The Borrowers  shall submit to the Bank within twenty (20) days of each
month end (i) a compliance certificate by the Borrowers' Chief Financial Officer
with respect to existing defaults,  (ii) a consolidated  statement of profit and
loss,  (iii) a statement of cash flow and (iv) a monthly  balance  sheet for the
immediately preceding month and year to date.

XIV.  ROLLING CASH FLOW.
      -----------------

         The Borrowers shall submit to the Bank an updated rolling thirteen week
cash flow forecast on Monday of each week.

XV.  ACCOUNTS RECEIVABLE/ACCOUNTS PAYABLE AGING.
     ------------------------------------------

         On the tenth (10th) day of each month,  the  Borrowers  shall submit to
the Bank monthly accounts receivable and accounts payable aging for the previous
month.

                                       -6-

<PAGE>



XVI.  INSURANCE.
      ---------

         Upon  execution of this  Forbearance  Agreement,  the  Borrowers  shall
provide the Bank with evidence that  Borrowers  are  currently  maintaining  all
insurance policies required under the Loan Documents.

XVII.  STATUS OF THE BORROWERS' DEPOSIT ACCOUNTS.
       -----------------------------------------

         Upon execution of this Forbearance Agreement,  any funds then remaining
in the Borrowers'  deposit accounts shall be available for the Borrowers' use in
the ordinary course of their businesses.
No overdrafts of the Borrowers' checking accounts shall be permitted.

XVIII.  NO PAYMENT ON SUBORDINATED DEBT.
        -------------------------------

         The Borrowers shall make no payments on the  subordinated  notes issued
by the Borrowers on September 21, 1998  ("September 21 Notes"),  or on any other
indebtedness  that by its terms is  subordinated  to the  Existing  Indebtedness
until the Existing Indebtedness to the Bank has been repaid in full.

XIX.  CONDITIONS PRECEDENT.
      --------------------

         This  Forbearance  Agreement  shall not be binding upon the Bank unless
and until each of the following  conditions precedent  ("Conditions  Precedent")
are met, or are waived in writing by the Bank:

         A. The Borrowers  shall have executed and  delivered  this  Forbearance
Agreement to the Bank by no later than 12:00 noon on November 4, 1998.

XX.  RELEASE OF CLAIMS.
     -----------------

         As additional consideration for the Bank to enter into this Forbearance
Agreement,  the Borrowers,  for  themselves,  their  executors,  administrators,
general partners, limited partners,  employees,  representatives,  shareholders,
predecessors,   subsidiaries  and/or  affiliates,   parents,   heirs,  trustees,
trustors, beneficiaries, successors-in-interest, transferees, assigns, officers,
directors,  managers, servants, employees, insurers,  underwriters,  successors,
attorneys,  and  agents,  now and in the  future,  and all  persons  acting  by,
through,  under or in concert with them,  and each of them,  hereby  release and
discharge  the Bank,  and the Bank's  past,  present and future  administrators,
affiliates, agents, assigns, attorneys,  directors, employees, executors, heirs,
officers,   parents,   partners,   predecessors,    representatives,    parents'
shareholders,  subsidiaries and successors,  and each of them; and each of their
respective administrators,  affiliates,  agents, assigns, attorneys,  directors,
employees,   executors,  heirs,  officers,   parents,  partners,   predecessors,
representatives,  shareholders,  subsidiaries and successors,  and each of them;
and all  persons  acting by,  through,  under or in concert  with one or more of
them,  from any  liabilities,  damages,  causes of action,  defenses,  or claims
arising out of,

                                       -7-

<PAGE>



related to or in any way connected  with the Loan  Documents,  this  Forbearance
Agreement  and the  Borrowers'  financial  relationships  with the Bank from the
beginning  of  time  through  and  including  the  date  of  execution  of  this
Forbearance Agreement (collectively, "Released Matters").

         ---------------------------
                  The Borrowers


XXI.  REPRESENTATIONS AND WAIVERS CONCERNING RELEASE PROVISIONS.
      ---------------------------------------------------------

         The Borrowers  understand  and have been advised by their legal counsel
of the provisions of Section 1542 of the California  Civil Code,  which provides
as follows:

                  A general release does not extend to claims which the creditor
                  does not know or  suspect to exist in his favor at the time of
                  executing  the  release,  which  if  known  by him  must  have
                  materially affected his settlement with the debtor.

         The Borrowers  understand and hereby waive the provisions of California
Civil Code Section 1542 and declare that they realize they may have damages they
presenty  know  nothing  about and  that,  as to them,  they have been  released
pursuant to these  release  provisions.  The  Borrowers  also  declare that they
understand  that the  Bank  would  not  agree to  enter  into  this  Forbearance
Agreement if the release  provisions  set forth above did not cover  damages and
their results which may not yet have manifested  themselves or may be unknown to
or not anticipated at the present time by the Borrowers.

         The  Borrowers  represent and warrant that they alone are the owners of
the claims  hereby  compromised  and that they have not  heretofore  assigned or
transferred,  nor  purported  to assign  or  transfer,  to any  person or entity
("Person") any of the Released Matters. The Borrowers further agree to indemnify
and hold  harmless  the Bank from all  liabilities,  claims,  demands,  damages,
costs,  expenses,  and attorneys' fees incurred by the Bank as the result of any
Person asserting any such assignment or transfer of any rights or claims.


            ---------------------------
                  The Borrowers


XXII.  EVENTS OF DEFAULT.
       -----------------

         In  addition  to  any  other  Events  of  Default  set  forth  in  this
Forbearance  Agreement or the Loan Documents,  an "Event of Default" shall exist
herein if any one or more of the following events occur:

         A. The  Borrowers  shall fail to pay when due any payment due under the
Loan Documents or required under this Forbearance Agreement; or


                                       -8-

<PAGE>



         B. The Borrowers shall fail to comply with the following  ratios during
the Forbearance Period:

         (i)      Have and maintain a minimum effective Tangible Net Worth ("net
                  worth,   plus   subordinated   debt,  less  intangible  assets
                  including  but not  limited to  goodwill,  Software,  patents,
                  copyrights,  and organizational  expenses"),  of not less than
                  $300,000 beginning with the period ending 9/30/98;

         (ii)     Have and  maintain  a  Trading  Ratio,  meaning  trade  assets
                  ("accounts  receivable and inventory") to trading  liabilities
                  ("accounts  payable and bank credit lines  outstanding") of at
                  least 1.05 to 1.0 beginning  with the period  ending  9/30/98,
                  and thereafter;

         (iii)    Have  and  maintain  a  maximum  ratio  of  total  debt  (less
                  subordinated  debt), to Tangible Net Worth (plus  subordinated
                  debt) not to exceed  13.0 to 1.0,  beginning  with the  period
                  ending 9/30/98, and thereafter;

         (iv)     Have and maintain  trading  capital,  meaning  trading  assets
                  minus trading  liabilities (as defined above) of not less than
                  $1,500,000 for the period ending 9/30/98, and thereafter; and

         (v)      Have and maintain a Minimum Debt Service  Coverage  ("earnings
                  before  interest  depreciation  and  amortization  divided  by
                  principal  plus interest  owing") of 2.0 to 1.0 for the period
                  ending 9/30/98 and thereafter.

(During the Forbearance  Period, such ratios shall be used in place of those set
forth  in  subparagraphs  a.  through  e.  of  paragraph  6 or  paragraph  8, as
applicable, of the Amendment to the Security Agreements); or

         C.  Any   representation   or  warranty  made  under  this  Forbearance
Agreement,  or any  certificate  or  statement  furnished  or made  to the  Bank
pursuant thereto, shall prove to be untrue or misleading in any material respect
as of the date on which such representation or warranty is made; or

         D. The Borrowers  shall take any action to the effect that, or make any
claim that, the Loan  Documents,  or this  Forbearance  Agreement are not legal,
valid,  binding  agreements  enforceable  against any party  executing  same; or
attempt in any way to terminate or declare  ineffective or inoperative the same;
or shall in any way whatsoever  cease to give or provide the  respective  liens,
security interests,  rights, titles,  interests,  remedies, powers or privileges
intended to be created thereby; or

         E. A default,  other than the  Existing  Defaults,  shall  occur in the
performance of any material term, condition,  covenant or agreement contained in
the Loan Documents, in this

                                       -9-

<PAGE>



Forbearance  Agreement,  or in connection with any other obligation owing by the
Borrowers to the Bank; or

         F. Any of the following acts or events occur:  (i) an order for relief,
judgment or decree  shall be entered by any court of competent  jurisdiction  or
other competent authority approving a petition seeking  reorganization of any of
the  Borrowers;  (ii) an  order  shall be  entered  by any  court  of  competent
jurisdiction  or other  competent  authority  appointing a receiver,  custodian,
trustee,  intervenor  or  liquidator  for  any  of  the  Borrowers  as to all or
substantially all of its or their respective assets, and such order, judgment or
decree shall  continue  unstayed and in effect for a period of thirty (30) days;
or  (iii)  an  involuntary   petition  seeking  bankruptcy,   reorganization  or
receivership  shall be filed against any of the Borrowers which is not dismissed
within sixty (60) days of the filing thereof.

XXIII.  REMEDIES.
        --------

         If an Event of Default  shall occur under this  Forbearance  Agreement,
the Loan  Documents,  or any other  agreement  referenced  herein or executed in
connection herewith, the Bank may exercise, at its election, and without notice,
demand,  protest or presentment (which notice,  demand,  protest and presentment
are  expressly  waived) in addition to all rights and remedies  granted to it in
the Loan Documents or this Forbearance Agreement, any or all of the following:

         A. The  Bank's  limited  agreement  to forbear  under this  Forbearance
Agreement shall immediately and  automatically  cease, and the Bank may exercise
all of its rights and  remedies  and may declare all amounts owed under the Loan
Documents immediately due and payable;

         B. The Bank may proceed to enforce the Loan Documents, this Forbearance
Agreement  and exercise  any or all of the rights and  remedies  afforded to the
Bank  by  the  California  Commercial  Code,  the  California  Civil  Code,  the
California Code of Civil Procedure or otherwise possessed by the Bank;

         C.  Enforce any of the rights and  remedies  available  to it under the
Loan Documents, this Forbearance Agreement or according to applicable law.

         All rights and remedies  granted to the Bank hereunder are  cumulative,
and the Bank shall have the right to exercise any one or more of such rights and
remedies  alternatively,  successively  or  concurrently as the Bank may, in its
sole and absolute discretion, deem advisable.

XXIV.  REVIVAL CLAUSE; SOLVENCY.
       ------------------------

         If the  incurring  of any debt or the  payment of money or  transfer of
property made to the Bank by or on behalf of the Borrowers should for any reason
subsequently be declared to be "fraudulent" or "preferential" within the meaning
of any state or federal law relating to creditor's  rights,  including,  without
limitation,  fraudulent  conveyances,   preferences  or  otherwise  voidable  or
recoverable payments of money or transfers of property, in whole or in part, for
any reason (collectively,

                                      -10-

<PAGE>



"Voidable  Transfers")  under the Bankruptcy  Code or any other federal or state
law, and the Bank is required to repay or restore any such Voidable  Transfer or
the amount or any portion thereof, or upon the advice of its in-house counsel or
outside  counsel is advised to do so, then, as to such Voidable  Transfer or the
amount  repaid  or  restored  (including  all  reasonable  costs,  expenses  and
attorneys'  fees of the Bank related  thereto),  the  liability of the Borrowers
under  the  Loan and  Security  Agreements,  and all of the  Bank's  rights  and
remedies  under the Loan and Security  Agreements,  this  Forbearance  Agreement
shall  automatically  be revived,  reinstated  and  restored  and shall exist as
though such  Voidable  Transfer had never been made to the extent of any harm to
the Bank.

         The Borrowers  represent and warrant that the  execution,  delivery and
performance  of this  Forbearance  Agreement  will not (I) render  either Debtor
Insolvent as that term is defined below; (ii) leave either Debtor with remaining
assets  which  constitute  unreasonably  small  capital  given the nature of the
Borrowers'  business;  or (iii)  result in the  incurrence  of Debts (as defined
below)  beyond the  Borrowers'  ability to pay them when and as they  mature and
become due and payable.  For the purposes of this paragraph,  "Insolvent"  means
that the present fair salable  value of assets is less than the amount that will
be  required to pay the  probable  liability  on  existing  Debts as they become
absolute and matured.  For the purposes of this paragraph,  "Debts" includes any
legal liability for  indebtedness,  whether matured or unmatured,  liquidated or
unliquidated,  absolute,  fixed or contingent.  The Borrowers hereby acknowledge
and  warrant  that they have  derived or expect to derive a  financial  or other
benefit or advantage from this Forbearance Agreement

XXV.  CONSENT TO RELIEF FROM AUTOMATIC STAY.
      -------------------------------------

         The  Borrowers  hereby agree that,  in the event  either the  Borrowers
shall (i) file with any  bankruptcy  court of competent  jurisdiction  or be the
subject of any petition under Title 11 of the U.S. Code, as amended, (ii) be the
subject of any order for relief issued under such Title 11 of the U.S.  Code, as
amended,   (iii)  file  or  be  the   subject  of  any   petition   seeking  any
reorganization,    arrangement,    composition,    readjustment,    liquidation,
dissolution,  or similar relief under any present or future federal or state act
or law relating to  bankruptcy,  insolvency,  or other relief for the Borrowers,
(iv) have sought or consent to or acquiesced in the  appointment of any trustee,
receiver, conservator, or liquidator, (v) be the subject of any order, judgment,
or decree  entered by any court of competent  jurisdiction  approving a petition
filed  against  such  party for any  reorganization,  arrangement,  composition,
readjustment,  liquidation,  dissolution, or similar relief under any present or
future  federal or state act relating to bankruptcy,  insolvency,  or relief for
the Borrowers, the Bank shall thereupon be entitled to relief from any automatic
stay  imposed  by  Section  362 of Title 11 of the U.S.  Code,  as  amended,  or
otherwise,  on or against  the  exercise  of the rights and  remedies  otherwise
available  to the  Bank  as  provided  under  or in  connection  with  the  Loan
Documents, or any of them, and as otherwise provided by law.

                                      -11-

<PAGE>



XXVI.  REPRESENTATIONS AND WARRANTIES.
       ------------------------------

         The Borrowers hereby represent and warrant that:

         A.  No  Conflict.  The  execution,  delivery  and  performance  of this
Forbearance  Agreement do not  contravene or conflict with any other  agreement,
indenture  or  undertaking  to which the  Borrowers  are a party or by which the
Borrowers or any of their respective property, may be bound or affected;

         B.  Litigation.  Other than the complaint filed by Data Products in the
Ventura  County  Superior  Court,  there  is no  material  litigation  or  other
proceeding currently pending against the Borrowers;

         C. Court  Orders.  The Borrowers are not in default with respect to any
order, writ, injunction,  decree or demand of any court or other governmental or
regulatory authority;

         D. Contractual Obligations.  The Borrowers are not in default of or, to
the best of the Borrowers'  knowledge,  bound by any contractual  obligations in
any respect which would adversely affect the ability of the Borrowers to perform
its obligations under this Forbearance Agreement.

XXVII.  PAYMENT OF EXPENSES.
        -------------------

         In the event any action (whether or not in a court proceeding) shall be
required to interpret, implement, modify, or enforce the terms and provisions of
this  Forbearance  Agreement,  or to declare  rights under same,  the prevailing
party in such action  shall  recover  from the losing  party all of its fees and
costs, including, but not limited to, reasonable attorneys' fees and costs.

XXVIII.  GOVERNING LAW.
         -------------

         This  Forbearance  Agreement  shall be  construed  and  interpreted  in
accordance with and shall be governed by the laws of the State of California.

XXIX.  SUCCESSORS, ASSIGNMENT.
       ----------------------

         This Forbearance Agreement shall be binding on and inure to the benefit
of all of the parties  hereto,  and upon the heirs,  executors,  administrators,
legal representatives, successors and assigns of the parties hereto, and each of
them.  The  terms  and  provisions  of this  Forbearance  Agreement  are for the
exclusive  benefit of the  Borrowers and the Bank,  and may not be  transferred,
assigned,  pledged,  set over or negotiated to any person or entity  without the
prior express written consent of the Bank.  Notwithstanding any other provisions
contained  herein,  the Bank may  sell,  transfer,  negotiate,  assign  or grant
participations  in all or a portion of its rights in any of the Loan  Documents,
in this  Forbearance  Agreement to any person or entity  without prior notice to
the Borrowers,

                                      -12-

<PAGE>



provided,  however,  that any such  assignee  shall  be bound by the  terms  and
provisions of the Loan Documents and this Forbearance Agreement.

XXX.  COMPLETE AGREEMENT OF PARTIES.
      -----------------------------

         This Forbearance Agreement constitutes the entire agreement between the
Bank and the Borrowers  arising out of, related to or connected with the subject
matter of this Forbearance Agreement. Any supplements, modifications, waivers or
terminations of this Forbearance  Agreement shall not be binding unless executed
in writing by the parties to be bound  thereby.  No waiver of any  provision  of
this Forbearance  Agreement shall constitute a waiver of any other provisions of
this  Forbearance  Agreement  (whether  similar or not),  nor shall such  waiver
constitute a continuing waiver unless otherwise expressly so provided.

XXXI.  EXECUTION IN COUNTERPARTS.
       -------------------------

         This   Forbearance   Agreement   may  be  executed  in  any  number  of
counterparts each of which,  when so executed and delivered,  shall be deemed an
original,  and all of  which  together  shall  constitute  but one and the  same
agreement.

XXXII.  CONTRADICTORY TERMS/SEVERABILITY.
        --------------------------------

         In the event that any term or provision of this  Forbearance  Agreement
contradicts any term or provision of any other document, instrument or agreement
between the parties  including,  but not limited to, any of the Loan  Documents,
the terms of this Forbearance  Agreement shall control. If any provision of this
Forbearance Agreement shall be invalid, illegal or otherwise unenforceable, such
provision  shall be  severable  from all other  provisions  of this  Forbearance
Agreement,  and the  validity,  legality  and  enforceability  of the  remaining
provisions  of this  Forbearance  Agreement  shall not be adversely  affected or
impaired, and shall thereby remain in full force and effect.

XXXIII.  HEADINGS.
         --------

         All headings  contained  herein are for convenience  purposes only, and
shall not be considered when interpreting this Forbearance Agreement

XXXIV.  CONTINUING COOPERATION.
        ----------------------

         The parties hereto shall  cooperate with each other in carrying out the
terms and intent of this  Forbearance  Agreement,  and shall  execute such other
documents,  instruments and agreements as are reasonably  required to effectuate
the terms and intent of this Forbearance Agreement.

                                      -13-

<PAGE>


XXXV.  ALTERNATIVE DISPUTE RESOLUTION.
       ------------------------------

         The "Reference  Provision" attached to the Loan and Security Agreements
through  Section  12  of  the  Addendum  applies  to  any  disputes  under  this
Forbearance Agreement.

XXXVI.  INSPECTION.
        ----------

         On two  days'  notice,  the  Borrowers  will  permit  the  Bank  or its
designee(s)  to inspect the business  premises  during normal  business hours or
weekends.  Without limiting the foregoing,  such  inspections  shall include the
taking of any action  reasonably  necessary  to appraise  any part of the Bank's
collateral.

AGREED AND ACCEPTED:

IMPERIAL BANK


By:/s/ Larry King
   ---------------------------------
       Larry King
       Vice President

IMAGING TECHNOLOGIES
CORPORATION, PRIMA
INTERNATIONAL, NEWGEN SYSTEMS
ACQUISITIONS CORPORATION,
McMICAN CORPORATION, COLOR
SOLUTIONS, INC., ITEC EUROPE
LIMITED, AMT ACCEL UK LIMITED


By:/s/ Brian Bonar
   ---------------------------------
       Brian Bonar, C.E.O.


By: /s/ Michael K. Clemens
    ---------------------------------
        Michael K. Clemens, C.F.O


                                      -14-