Exchange Agreement
                               ------------------


         This Exchange Agreement,  dated as of February 18, 1999 (this "Exchange
Agreement"),  by and among Imaging Technologies Corporation (the "Company"),  NP
Partners ("NP") and Olympus  Securities,  Ltd.  ("Olympus" and together with NP,
the "Investors").

                                    Recitals:
                                    ---------

         (a) the Company filed a Certificate of Designation, Powers, Preferences
and Rights of the Series of Preferred Stock of Imaging Technologies  Corporation
to be  designated  Series E Convertible  Preferred  Stock (the  "Certificate  of
Designation")  with the  Department of State of the State of Delaware on January
28, 1999;

         (b) the Company  entered  into (i) the  Securities  Purchase  Agreement
dated as of February 2, 1999 (the  "Series E Purchase  Agreement")  by and among
the Company and the  purchasers  listed in the Series E Purchase  Agreement (the
"Purchasers"),  pursuant to which the Company  issued units (the "Units") to the
Purchasers  consisting of (A) a share of Series E Convertible  Preferred  Stock,
par value  $1,000 per share and stated  value of $5,000 (the "Series E Preferred
Stock"),  and (B) warrants (the  "Warrants")  to purchase 5,000 shares of common
stock, par value $.005 per share (the "Common  Stock"),  and (ii) a Registration
Rights  Agreement  dated  as of  February  2,  1999  (the  "Registration  Rights
Agreement") by and among the Company and the  Purchasers,  pursuant to which the
Company  agreed  to  register  the  shares of  Common  Stock to be  issued  upon
conversion of the Series E Preferred Stock and the exercise of the Warrants;

         (c) the Company issued a Non-convertible  Subordinated  Promissory Note
dated September 18, 1998 for the principal amount of $500,000 to the order of NP
(the "NP Note");

         (d) the Company issued a Non-convertible  Subordinated  Promissory Note
dated  September 18, 1998 for the  principal  amount of $500,000 to the order of
Olympus (the "Olympus Note" and together with the NP Note, the "Notes"); and

         (e) the Company has offered to exchange  the Notes for Units,  and each
of NP and Olympus has agreed to exchange  their Notes for Units,  subject to the
following terms and conditions. Capitalized terms used and not otherwise defined
herein  shall  have the  meanings  given  such  terms in the  Series E  Purchase
Agreement.

         NOW,  THEREFORE,  in consideration of the mutual covenants contained in
this  Exchange  Agreement,  the  Company  and  each of NP and  Olympus  agree as
follows:

         1.  Exchange.  Within five (5) business  days of the Company  obtaining
             --------
Shareholder  Approval,  the  Investors  shall  exchange  their Notes  (including
accrued and unpaid  interest to the date of exchange to the nearest  $5,000) for
Units  consisting  of one share of Series E  Preferred  Stock  and  Warrants  to
purchase  5,000 shares of Common Stock at the exchange rate of one Unit for each
$5,000 of principal and accrued and unpaid  interest of the Notes (the "Investor
Units").

<PAGE>



The shares of Series E  Preferred  Stock to be issued to the  Investors  will be
based on a stated value of $5,000 per share of Series E Preferred Stock.

         2.  Exchange  Procedures.  Within five (5) business days of the Company
             --------------------
obtaining  Shareholder  Approval in accordance with the terms of Section 3.14 of
the Series E Purchase  Agreement,  each  Investor  will (u) deliver its original
Note to the  Company's  counsel,  and (v) execute  and deliver to the  Company's
counsel  a  purchase  agreement  (the  "Investor  Purchase   Agreement")  and  a
registration  rights agreement,  each  substantially in the form attached hereto
(the "Exchange Agreements"),  and the Company will (w) issue and deliver to each
Investor stock certificates  representing the shares of Series E Preferred Stock
to be issued in  connection  with the  exchange,  (x) issue and  deliver  to the
Investors  the  Warrants  to be issued as part of the  Units,  (y)  execute  and
deliver each of the Exchange  Agreements,  and (z) the Company  shall deliver to
the  Investors  and  each  Investor  shall  deliver  to the  Company  the  other
applicable  documents  set forth in  Section  4.1(a) and  Section  4.1(b) of the
Investor Purchase Agreement, respectively.

         3. Registration.  The Company shall register the shares of Common Stock
            -------------
to be issued upon  conversion of the Series E Preferred  Stock and upon exercise
of the Warrants in the Registration Statement which shall register the shares of
Common Stock to be issued in connection with the Series E Purchase Agreement.

         4. Shareholder  Approval.  The proposals for which the Company will use
            ---------------------
its best  efforts to obtain  Shareholder  Approval  shall  include the shares of
Common Stock issuable upon conversion and upon exercise of the Investor Units.

         5. Termination.  If the Company fails to obtain Shareholder Approval on
            -----------
or before  the date  which is 65 days  after the  Closing  Date,  this  Exchange
Agreement shall terminate  within five (5) business days thereafter and shall be
of no further force and effect, unless extended by the parties hereto.

         6. Representations and Warranties.
            ------------------------------

         (a) Each  Investor  represents  and  warrants to the Company  that this
Exchange  Agreement has been duly authorized,  validly executed and delivered by
such Investor and  constitutes a valid and binding  agreement and  obligation of
such Investor  enforceable  against such Investor in accordance  with its terms,
subject  to  limitations  on  enforcement  by general  principles  of equity and
bankruptcy  or  other  laws  affecting  the  enforcement  of  creditors'  rights
generally  and such Investor has full power and authority to execute and deliver
this Exchange  Agreement  and the other  agreements  and documents  contemplated
hereby, including,  without limitation,  the Exchange Agreements, and to perform
its obligations hereunder and thereunder.

         (b) The Company  represents  and  warrants to the  Investors  that this
Exchange  Agreement has been duly authorized,  validly executed and delivered on
behalf of the Company and is a valid and binding agreement and obligation of the
Company enforceable against the Company in accordance with its terms, subject to
limitations on enforcement by general principles of equity


                                       -2-

<PAGE>



and by bankruptcy or other laws affecting the  enforcement of creditors'  rights
generally,  and the Company has full power and  authority to execute and deliver
this Exchange  Agreement  and the other  agreements  and documents  contemplated
hereby, including,  without limitation,  the Exchange Agreements, and to perform
its  obligations  hereunder and thereunder.  The Exchange  Agreements are in the
same forms as executed by the Purchasers.

         7.  Governing  Law.  This Exchange  Agreement  shall be governed by and
             --------------
interpreted in accordance  with the laws of the State of New York without giving
effect to the rules governing the conflicts of laws.

         8.  Expenses.  Each of the  parties  agrees  to pay  its  own  expenses
             --------
incident to this  Exchange  Agreement  and the  performance  of its  obligations
hereunder.

         9.  Notices.  All  notices  and other  communications  provided  for or
             -------
permitted hereunder shall be made in writing by hand delivery, express overnight
courier,   registered  first  class  mail,  overnight  courier,  or  telecopier,
initially to the address set forth below,  and thereafter at such other address,
notice of which is given in accordance with the provisions of this Section.

                  if to the Company:

                  Imaging Technologies Corporation
                  11031 Via Frontera
                  San Diego, California 92127
                  Attn:    Mr. Brian Bonar
                           President and Chief Executive Officer
                  Telephone:  (619) 613-1300
                  Telecopier: (619) 613-1311

                  with a copy to:

                  Parker Chapin Flattau & Klimpl, LLP
                  1211 Avenue of the Americas
                  New York, New York 10036
                  Attn:    Christopher S. Auguste, Esq.
                  Telephone:  (212) 704-6000
                  Telecopier: (212) 704-6288



                                       -3-

<PAGE>



                  if to the Investors:

                  NP Partners
                  c/o Citadel Investment Group, LLC
                  225 West Washington Street
                  9th Floor
                  Chicago, IL 60606
                  Attn:  Michael Hughes
                  Telephone:  (312) 338-7800
                  Telecopier: (312) 338-0780

                  Olympus Securities, Ltd.
                  c/o Citadel Investment Group, LLC
                  225 West Washington Street
                  9th Floor
                  Chicago, IL 60606
                  Attn:  Michael Hughes
                  Telephone:  (312)338-7800
                  Telecopier: (312)338-0780

                  With a copy to:

                  Katten Muchin & Zavis
                  525 West Monroe Street - Suite 1600
                  Chicago, IL 60661 - 3693
                  Attn: Robert J. Brantman
                  Telephone:   (312) 902-5200
                  Telecopier:  (312) 902-1061

         All such notices and  communications  shall be deemed to have been duly
given: when delivered by hand, if personally delivered;  three (3) business days
after being deposited in the mail, postage prepaid, if mailed; the next business
day after  being  deposited  with an  overnight  courier,  if  deposited  with a
nationally recognized,  overnight courier service; when receipt is acknowledged,
if telecopied.

         10.  Acknowledgment  of  Convertibility.  The Company  acknowledges and
              ----------------------------------
agrees that the shares of Series E Preferred Stock to be issued to the Investors
as  contemplated  hereby,  shall upon  issuance be  immediately  convertible  in
accordance with the terms of the Certificate of Designation  without any waiting
period under the  Certificate  of  Designation as if the Original Issue Date (as
defined in the Certificate of Designation)  for the shares of Series E Preferred
Stock issued to the Investors  were the same as the Original  Issue Date for the
shares of Series E Preferred  Stock issued to the Purchasers  under the Series E
Purchase Agreement.



                                       -4-

<PAGE>


         11. Entire Agreement.  This Exchange  Agreement  constitutes the entire
             ----------------
understanding  and  agreement of the parties with respect to the subject  matter
hereof and supersedes all prior and/or contemporaneous oral or written proposals
or agreements  relating  thereto all of which are merged  herein.  This Exchange
Agreement may not be amended or any provision hereof waived in whole or in part,
except by a written amendment signed by both of the parties.

         12. Counterparts.  This Exchange Agreement may be executed by facsimile
             ------------
signature and in  counterparts,  each of which shall be deemed an original,  but
all of which together shall constitute one and the same instrument.



         IN WITNESS  WHEREOF,  this Exchange  Agreement was duly executed on the
date first written above.



                                          IMAGING TECHNOLOGIES CORPORATION


                                          By:________________________________
                                                Name:
                                                Title:


                                          NP PARTNERS

                                          By:______________________________
                                                Name:
                                                  Title:


                                          OLYMPUS SECURITIES, LTD.

                                          By:______________________________
                                                Name:
                                                Title:




                                       -5-