CERTIFICATE ELIMINATING
                           REFERENCE TO CERTAIN SERIES
                           OF SHARES OF STOCK FROM THE
                          CERTIFICATE OF INCORPORATION

                                       OF

                        IMAGING TECHNOLOGIES CORPORATION

         Pursuant to the provisions of Section 151(g) of the General Corporation
Law of the State of Delaware, it is hereby certified that:

         1.  The  name  of  the  corporation  (hereinafter  referred  to as  the
"Corporation") is IMAGING TECHNOLOGIES CORPORATION.

         2. The  designation of the series of shares of stock of the Corporation
to which this certificate relates are:
        (i)   SERIES A CONVERTIBLE PREFERRED STOCK (the "Series A Convertible");
        (ii)  SERIES B CONVERTIBLE PREFERRED STOCK (the "Series B Convertible");
        (iii) SPECIAL PREFERRED STOCK the ("Special Preferred");
        (iv)  5% SERIES B CONVERTIBLE PREFERRED STOCK (the "5% Series B
              Convertible");
and
        (v)   SERIES C REDEEMABLE CONVERTIBLE PREFERRED STOCK (the "Series C
Convertible").

         3. The  voting  powers,  designations,  preferences  and the  relative,
participating,  optional  or  other  special  rights,  and  the  qualifications,
limitations  and  restrictions  of the  Series A  Convertible  and the  Series B
Convertible  were provided for in amendments to the Certificate of Incorporation
of the

<PAGE>



Corporation  filed with the  Secretary of State of Delaware on October 31, 1983,
November 9, 1983 and December 31, 1984,  pursuant to the  provisions  of Section
228 and 242 of the General Corporation Law of the State of Delaware.  The voting
powers, designations,  preferences and the relative, participating,  optional or
other special rights,  and the  qualifications,  limitations and restrictions of
the Special Preferred,  the 5% Series B Convertible and the Series C Convertible
were  provided  for in  resolutions  adopted  by the Board of  Directors  of the
Corporation  pursuant to authority  expressly  vested in it by the provisions of
the Certificate of Incorporation of the Corporation.  Certificates setting forth
such  resolutions  have been heretofore filed with the Secretary of State of the
State of Delaware on October 2, 1990 (for the  Special  Preferred),  February 8,
1995 (for the 5% Series B  Convertible)  and August  21,  1997 (for the Series C
Convertible),  respectively,  pursuant to the  provisions  of Section 151 of the
General Corporation Law of the State of Delaware.

         4. The Board of Directors of the  Corporation has adopted the following
preambles and resolutions:

                           RESOLVED,  that none of the authorized  shares of the
                  Corporation's  Series A  Convertible,  Series  B  Convertible,
                  Special  Preferred,  5%  Series  B  Convertible  and  Series C
                  Convertible   designated   by  the  Board  of  Directors   are
                  outstanding; and further

                           RESOLVED,  that none of such  series of the shares of
                  stock of the Corporation will be issued; and further

                           RESOLVED,  that (i) all  shares of the  Corporation's
                  Preferred  Stock,  par  value  $1.00  per  share,   heretofore
                  designated as shares of the Corporation's Series A Convertible
                  and  Series  B   Convertible   be,  (ii)  all  shares  of  the
                  Corporation's  Preferred  Stock,  par value  $5.00 per  share,
                  heretofore  designated as shares of the Corporation's  Special
                  Preferred  be,  and  (iii)  all  shares  of the  Corporation's
                  Preferred  Stock,  par  value  $1,000  per  share,  heretofore
                  designated  as  shares  of  the   Corporation's  5%  Series  B
                  Convertible  and Series C Convertible be, and they hereby are,
                  returned

                                       -2-

<PAGE>


                  to  the   status  of   authorized   unissued   shares  of  the
                  Corporation's  Preferred  Stock,  par value  $1.00 per  share,
                  without  designation and, and they hereby are,  returned;  and
                  further


                           RESOLVED, that the proper officers of the Corporation
                  be, and each hereby is,  authorized  and  empowered  to file a
                  Certificate  setting forth this  resolution with the Secretary
                  of State of the State of Delaware  pursuant to the  provisions
                  of Section 151(g) of the General  Corporation Law of the State
                  of  Delaware   for  the  purpose  of   eliminating   from  the
                  Certificate of  Incorporation of the Corporation all reference
                  to all such series of shares of stock.

Signed on January 12, 1999

                                                      /s/ Brian Bonar
                                                      --------------------------
                                                 Name:    Brian Bonar
                                                 Title: President and Chief
                                                        Executive Officer



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