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


         This  Registration  Rights  Agreement  (this  "Agreement")  is made and
entered into as of January 13, 1999, among Imaging Technologies  Corporation,  a
Delaware corporation (the "Company"),  Balmore Funds S.A.  ("Balmore"),  Austost
Anstalt Schaan ("Austost"), Nesher, Inc. ("Nesher") and Gurantee & Finance Corp.
("G&F").  Balmore,  Austost,  Nesher  and G&F are each  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 New  York  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.

<PAGE>


         "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.

         "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 D Convertible  Preferred Stock, par
value $1,000 per share and stated value $2,000 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, (ii) the shares of Common Stock issuable
upon  exercise of the 

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<PAGE>

Warrants,  (iii) the shares of Common  Stock  issuable  upon  conversion  of the
Company's Series E Convertible  Preferred Stock (the "Series E Stock"), (iv) the
shares of Common Stock  issuable upon exercise of warrants  issued in connection
with the sale of Series E Stock (the "Series E Warrants")  and (v) the shares of
Common Stock issuable upon exercise of warrants issued to the placement  advisor
in  connection  with  the  sale of  Preferred  Stock;  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  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 Initial  Closing Date or
the closing of the sale of the Series E Stock 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, 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.

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<PAGE>


         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  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 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) 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


                                       4
<PAGE>

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 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) 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 


                                       5
<PAGE>

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   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

                                       6
<PAGE>

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 Small-Cap 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.

         (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  

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<PAGE>

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,  then the Company may postpone or suspend  filing or
effectiveness  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  Small Cap 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

                                       8

<PAGE>

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 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.

         (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,


                                       9
<PAGE>

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.

         (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  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.

                                       10

<PAGE>


         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 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.

         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.


                                       11
<PAGE>


         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.

         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.

                                       12

<PAGE>


         (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
securityholders,  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 their 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 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

                                       13

<PAGE>

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), 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 the Common  Stock is  delisted  from The Nasdaq
Small-Cap  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  except  as a  result  of  Section  5(a)(iii)  of the
Certificate of Designation,  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

                                       14
<PAGE>

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., New York City 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.,  New York City time,  on any
date and earlier than 11:59 p.m.,  New York City 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:

                  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 Stroock &
Stroock & Lavan LLP, 180 Maiden Lane, New York New York  10038-4982,  Attention:
James R. Tanenbaum,  Esq.,  Facsimile No.: (212) 806-6006.  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 



                                       15
<PAGE>

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.

         (k) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York,  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

                                       16

<PAGE>

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.

                  [Remainder of Page Intentionally Left Blank]


                                       17



<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


                                    BALMORE FUNDS S.A.


                                    By:_____________________________________
                                           Name:
                                           Title:


                                    AUSTOST ANSTALT SCHAAN


                                    By:_____________________________________
                                         Name:
                                         Title:


                                    NESHER, INC.


                                    By:_____________________________________
                                          Name:
                                          Title:


                                    GUARANTEE & FINANCE CORP.


                                    By:_____________________________________
                                          Name:
                                          Title:



                                       18