EXHIBIT C

                          REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT,  dated as of the 3rd day of February,  1999,
between AMRO International,  S.A. ("Holders"),  and IMSCO TECHNOLOGIES,  INC., a
corporation   incorporated  under  the  laws  of  the  State  of  Delaware  (the
"Company").

         WHEREAS,  simultaneously  with  the  execution  and  delivery  of  this
Agreement,  the  Holders  are  purchasing  from  the  Company,   pursuant  to  a
Convertible  Debenture and Warrant Purchase Agreement dated the date hereof (the
"Purchase  Agreement"),  $600,000 principal amount of Convertible Debentures and
Warrants to purchase up to 120,000  shares of the Company's  Common Stock (terms
not defined  herein  shall have the  meanings  ascribed to them in the  Purchase
Agreement); and

         WHEREAS,  the Company desires to grant to the Holders the  registration
rights set forth herein with respect to the shares of Common Stock issuable upon
conversion of the  Convertible  Debentures  and shares of Common Stock  issuable
upon  exercise  of the  Warrants  (hereinafter  referred  to as the  "Stock"  or
"Securities" of the Company).

         NOW, THEREFORE, the parties hereto mutually agree as follows:

         Section 1. REGISTRABLE SECURITIES. As used herein the term "Registrable
Security"  means the Securities  until (i) the  Registration  Statement has been
declared  effective by the Commission,  and all Securities have been disposed of
pursuant to the Registration Statement, (ii) all Securities have been sold under
circumstances  under which all of the applicable  conditions of Rule 144 (or any
similar  provision then in force) under the Securities Act ("Rule 144") are met,
(iii) all Securities  have been  otherwise  transferred to holders who may trade
such Securities  without  restriction  under the Securities Act, and the Company
has  delivered  a new  certificate  or  other  evidence  of  ownership  for such
Securities not bearing a restrictive legend or (iv) such time as, in the opinion
of counsel to the Company,  all Securities may be sold without any time,  volume
or manner limitations  pursuant to Rule 144(k) (or any similar provision then in
effect) under the Securities Act. The term  "Registrable  Securities"  means any
and/or all of the  securities  falling  within  the  foregoing  definition  of a
"Registrable   Security."   In  the   event  of  any   merger,   reorganization,
consolidation, recapitalization or other change in corporate structure affecting
the Common Stock,  such adjustment  shall be deemed to be made in the definition
of "Registrable  Security" as is appropriate in order to prevent any dilution or
enlargement of the rights granted pursuant to this Agreement.

         Section  2.  RESTRICTIONS  ON  TRANSFER.  The Holder  acknowledges  and
understands that prior to the registration of the Securities as provided herein,
the Securities are  "restricted  securities" as defined in Rule 144  promulgated
under the Act. The Holder  understands  that no  disposition  or transfer of the
Securities  may be made by Holder in the absence of (i) an opinion of counsel to
the  Holder  that  such  transfer  may be made  without  registration  under the
Securities Act or (ii) such registration.

         With a view to making  available to the Holder the benefits of Rule 144
under  the  Securities  Act or any  other  similar  rule  or  regulation  of the
Commission  that may at any time  permit  the Holder to sell  securities  of the
Company to the public without registration ("Rule 144"), the Company agrees to:




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              (a) comply with the  provisions  of paragraph  (c)(1) of Rule 144;
and

              (b) file with the  Commission  in a timely  manner all reports and
other  documents  required to be filed by the Company  pursuant to Section 13 or
15(d) under the  Exchange  Act;  and, if at any time it is not  required to file
such reports but in the past had been required to or did file such  reports,  it
will,  upon the request of any  Holder,  make  available  other  information  as
required  by,  and so long as  necessary  to permit  sales of,  its  Registrable
Securities pursuant to Rule 144.

         Section 3. REGISTRATION RIGHTS WITH RESPECT TO THE SECURITIES.

              (a) The  Company  agrees  that it will  prepare  and file with the
Securities and Exchange Commission ("Commission"), within thirty (30) days after
the Closing Date, a  registration  statement (on Form S-3, or other  appropriate
registration  statement  if it is  not  eligible  to use  Form  S-3)  under  the
Securities  Act  (the  "Registration  Statement"),  at the sole  expense  of the
Company  (except as provided in Section 3(c) hereof),  in respect of all holders
of  Securities,  so as to permit a public  offering and resale of the Securities
under the Act.

         The  Company  shall  use its best  efforts  to cause  the  Registration
Statement to become effective by June 15, 1999, or, if earlier,  within five (5)
days of SEC clearance to request  acceleration of  effectiveness.  The number of
shares  designated in the Registration  Statement to be registered shall include
all the  Warrant  Shares and 200% of the number of shares of Common  Stock which
would be issued upon conversion of the Convertible  Debentures assuming a Market
Price of $1.00 per share of Common Stock, and shall include appropriate language
regarding  reliance  upon Rule 416 to the extent  permitted  by the  Commission.
Unless otherwise agreed to in writing by the holders, the Registration statement
shall include only (i) the  Registrable  Securities,  and (ii) any or all of the
securities  specifically  listed on Exhibit 1 annexed  hereto.  The Company will
notify Holder of the  effectiveness  of the  Registration  Statement  within one
Trading  Day of such event.  The Company  agrees that it will not enter into any
sale of its securities for cash at a discount to Market Price, as defined in the
Purchase  Agreement  until the 120 days  after the  Registration  Statement  has
become  effective,  without  the  Holder's  prior  written  consent,  except (x)
pursuant to any (i) presently existing employee benefit plan which plan has been
approved by the Company's  stockholders,  (ii) compensatory plan for a full-time
employee or key  consultant,  or (iii)  strategic  partnership or other business
transaction, the principal purpose of which is not simply to raise money; or (y)
if the  Market  Price of the  Common  Stock is less than  $1.00 for 30 out of 45
consecutive  Trading  Days,  and the Holder does not agree in writing to provide
financing  to the  Company on terms  offered by a bona fide third  party  within
three (3) Business  Days of notice from the Company  setting  forth the terms of
such proposed financing

              (b) The  Company  will  maintain  the  Registration  Statement  or
post-effective  amendment filed under this Section 3 hereof  effective under the
Securities  Act until the  earlier of (i) the date that none of the  Convertible
Debentures,  the  Warrants  or  the  Securities  are or may  become  issued  and
outstanding, (ii) the date that all of the Securities have been sold pursuant to
the  Registration  Statement,  (iii) the date the  holders  thereof  receive  an
opinion of counsel to the Company,  which counsel shall be reasonably acceptable
to the Holder,  that the Securities may be sold under the provisions of Rule 144
without limitation as to volume, (iv) all



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Securities have been otherwise  transferred to holders who may trade such shares
without  restriction  under the Securities  Act, and the Company has delivered a
new certificate or other evidence of ownership for such securities not bearing a
restrictive  legend,  or (v) all Securities may be sold without any time, volume
or manner  limitations  pursuant to Rule 144(k) or any similar provision then in
effect under the Securities Act in the opinion of counsel to the Company,  which
counsel  shall be  reasonably  acceptable  to the  Holders  (the  "Effectiveness
Period").  If necessary,  the Company shall amend the Registration  Statement or
file a  subsequent  new  Registration  Statement to register  additional  shares
necessary  to  have  shares  available  for  issuance  upon  Conversion  of  the
Debenture.

              (c) All fees,  disbursements and out-of-pocket  expenses and costs
incurred by the Company in  connection  with the  preparation  and filing of the
Registration  Statement under subparagraph 3(a) and in complying with applicable
securities and Blue Sky laws (including, without limitation, all attorneys' fees
of the Company) shall be borne by the Company. The Holder shall bear the cost of
underwriting  and/or  brokerage  discounts,   fees  and  commissions,   if  any,
applicable to the Securities  being  registered and the fees and expenses of its
counsel.  The Holder and its  counsel  shall be  provided  with and shall have a
reasonable  period,  of at least three (3) Trading  Days, to review the proposed
Registration  Statement  or any  amendment  thereto,  prior to  filing  with the
Commission, and the Company shall provide each Holder with copies of any comment
letters received from the Commission with respect thereto within two (2) Trading
Days of receipt thereof.  The Company will not file any statement or information
reasonably  objected  to by  Holder  or its  counsel.  The  Company  shall  make
reasonably   available   for   inspection  by  each  Holder,   any   underwriter
participating in any disposition pursuant to the Registration Statement, and any
attorney,  accountant  or  other  agent  retained  by such  Holder  or any  such
underwriter  all  relevant  financial  and other  records,  pertinent  corporate
documents  and  properties  of the Company and its  subsidiaries,  and cause the
Company's officers, directors and employees to supply all information reasonably
requested by such Holder or any such underwriter,  attorney, accountant or agent
in connection with the Registration Statement, in each case, as is customary for
similar  due  diligence  examinations;  PROVIDED,  HOWEVER,  that  all  records,
information and documents that are designated in writing by the Company, in good
faith,  as  confidential,  proprietary  or  containing  any material  non-public
information  shall be kept confidential by such Holder and any such underwriter,
attorney,  accountant  or  agent  (pursuant  to an  appropriate  confidentiality
agreement in the case of any such Holder or agent),  unless such  disclosure  is
made pursuant to judicial process in a court proceeding  (after first giving the
Company an opportunity  promptly to seek a protective  order or otherwise  limit
the scope of the  information  sought to be disclosed) or is required by law, or
such records,  information or documents become available to the public generally
or through a third  party not in  violation  of an  accompanying  obligation  of
confidentiality;  and PROVIDED  FURTHER that, if the  foregoing  inspection  and
information  gathering  would  otherwise  disrupt the  Company's  conduct of its
business, such inspection and information gathering shall, to the maximum extent
possible, be coordinated on behalf of the Holders and the other parties entitled
thereto  by one firm of counsel  designed  by and on behalf of the  majority  in
interest of Holders and other  parties.  The  Company  shall  qualify any of the
securities  for sale in such states as such  Holder  reasonably  designates  and
shall  furnish  indemnification  in the  manner  provided  in  Section 6 hereof.
However,  the  Company  shall not be required to qualify in any state which will
require  an escrow or other  restriction  relating  to the  Company  and/or  the
sellers,  or which will  require  the  Company to qualify to do business in such
state or require the Company to file  therein any general  consent to service of
process.  The Company at its expense  will supply the Holders with copies of the
Registration Statement and



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the prospectus  included therein and other related  documents in such quantities
as may be reasonably requested by the Holders.

              (d) The Company shall not be required by this Section 3 to include
a Holder's Securities in any Registration  Statement which is to be filed if, in
the opinion of counsel for both the Holder and the Company (or,  should they not
agree, in the opinion of another  counsel  experienced in securities law matters
acceptable  to counsel for the Holder and the Company) the proposed  offering or
other  transfer  as to which  such  registration  is  requested  is exempt  from
applicable  federal and state securities laws and would result in all purchasers
or transferees  obtaining securities which are not "restricted  securities",  as
defined in Rule 144 under the Securities Act.

              (e) In the event that (i) the  Registration  Statement to be filed
by the Company  pursuant to Section 3(a) above is not filed with the  Commission
by April 15, 1999 ("Required Filing Date"),  (ii) the Registration  Statement is
not declared  effective by the  Commission by the earlier of (a) five days after
the SEC has  indicated  that it is prepared to accept a request for  accelerated
effectiveness,  or (b) June 15, 1999, subject to the suspensions described below
("Required  Effective  Date"),  or  (iii)  the  Registration  Statement  is  not
maintained  as effective by the Company for the period set forth in Section 3(b)
above (each a  "Registration  Default")  then the  Company  will pay Holder (pro
rated on a daily  basis),  as  liquidated  damages for such failure and not as a
penalty the amount described  below.  Except during a Financial Update Period or
during a Suspension  Period as such terms are defined below, if the Registration
Statement  covering the Registrable  Securities is not filed in proper form with
the SEC no later than the Required Filing Date, the Company will make payment to
the Holder in such amounts and at such times as shall be determined  pursuant to
this Section. If the Registration  Statement covering the Registrable Securities
is not  effective by the relevant  Required  Effective  Date or if the Holder is
restricted from making sales of Registrable  Securities  covered by a previously
effective  Registration Statement at any time after the Effective Date (the date
such restriction  commences,  a "Restricted  Sale Date"),  then the Company will
make  payments  to the  Holder  in such  amounts  and at such  times as shall be
determined pursuant to this Section .

         The amount  (the  "Periodic  Amount")  to be paid by the Company to the
Holder shall be determined as of each  Computation  Date (as defined  below) and
such amount shall be equal to (A) the  Periodic  Amount  Percentage  (as defined
below) of the purchase price paid by the Holder (the  "Purchase  Price") for all
Debentures  purchased  pursuant to the  Securities  Purchase  Agreement  for the
period  from  the  date  following  the  Required  Filing  Date or the  Required
Effective Date, as the case may be, to the first relevant  Computation Date, and
(B) the Periodic  Amount  Percentage of the Purchase  Price to each  Computation
Date thereafter. The "Periodic Amount Percentage" means one and one-half percent
(1.5%). After the Effective Date, the Purchase Price shall be deemed to refer to
the sum of (A) the principal  amount of all Debentures not yet converted and (B)
the Held Shares Value (as defined  below).  The "Held Shares Value"  means,  for
shares  acquired  by the Holder  upon a  conversion  within the thirty (30) days
preceding  the  Restricted  Sale  Date,  but not yet  sold  by the  Holder,  the
principal  amount  of the  Debentures  converted  into such  Conversion  Shares;
provided,  however,  that if the Holder effected more than one conversion during
such  thirty  (30) day  period and sold less than all of such  shares,  the sold
shares shall be deemed to be derived first from the  conversions in the sequence
of such conversions  (that is, for example,  until the number of shares from the
first of such  conversions have been sold, all shares shall be deemed to be from
the first conversion; thereafter, from the



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second conversion until all such shares are sold).  Notwithstanding  anything to
the contrary  contained  herein, a failure to maintain the  effectiveness of the
Registration  Statement  or the  ability  of a  Holder  to use the  Registration
Statement to effect  resales of  Securities  during the period after 45 days and
within 90 days from the end of the Company's  fiscal year resulting  solely from
the need to update the Company's financial  statements contained or incorporated
by  reference  in the  Registration  Statement,  or the  earlier  filing  of the
Company's  annual  reports on Form  10-KSB for the  preceding  fiscal  year (the
"Financial Update Period") shall not constitute a Registration Default and shall
not trigger the accrual of liquidated damages hereunder.

         Each  Periodic  Amount  will be payable by the Company in cash or other
immediately  available  funds to the Holder on the day after the Required Filing
Date or the Required  Effective Date, as the case may be, and each thirtieth day
thereafter, without requiring demand therefor by the Holder.

         "Computation  Date"  means  (i) the date  which is the  earlier  of (A)
thirty (30) days after the Required Filing Date, any relevant Required Effective
Date or a  Restricted  Sale Date,  as the case may be, or (B) the date after the
Required  Filing Date,  such Required  Effective Date or Restricted Sale Date on
which the Registration  Statement is filed ,  respectively,  as the case may be,
and (ii)  each date  which is the  earlier  of (A)  thirty  (30) days  after the
Registration Statement is filed or is declared effective or has its restrictions
removed, as the case may be.

         If the  Company  does not remit the  damages to the Holder as set forth
above, the Company will pay the Holder reasonable costs of collection, including
attorneys fees, in addition to the liquidated  damages.  The registration of the
Securities  pursuant to this provision  shall not affect or limit Holder's other
rights or remedies as set forth in this Agreement.

              (f) No provision  contained herein shall preclude the Company from
selling  securities  pursuant  to any  Registration  Statement  in  which  it is
required to include Securities pursuant to this Section 3.

              (g) Notwithstanding the foregoing,  if at any time or from time to
time after the date of effectiveness of the Registration Statement,  the Company
notifies the Holders in writing of the existence of a Potential  Material Event,
as  defined  below,  the  Holders  shall  not  offer  or  sell  any  Registrable
Securities,  or engage in any other  transaction  involving  or  relating to the
Registrable Securities,  from the time of the giving of notice with respect to a
Potential  Material  Event until such Holder  receives  written  notice from the
Company that such  Potential  Material  Event  either has been  disclosed to the
public or no longer constitutes a Potential Material Event;  provided,  however,
that the  Company may not so suspend  the right to such  holders of  Registrable
Securities for more than two twenty (20) day periods in the aggregate during any
12 month  period  ("Suspension  Period")  with at least a ten (10)  business day
interval between such periods,  during the periods the Registration Statement is
required to be in effect;

              (h) "Potential Material Event" means any of the following: (i) the
possession by the Company of material  information  not ripe for disclosure in a
registration statement,  which shall be evidenced by determination in good faith
by the Board of Directors of the Company that disclosure of such  information in
the  registration  statement would be detrimental to the business and affairs of
the Company;  or (ii) any material  engagement  or activity by the Company which
would, in the good faith determination of the Board of Directors of the Company,
be adversely



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affected by  disclosure  in a  registration  statement at such time and that the
registration  statement would be materially  misleading  absent the inclusion of
such information.

         Section 4.  COOPERATION  WITH COMPANY.  Each Holder will cooperate with
the Company in all respects in connection with this Agreement,  including timely
supplying  all  information  reasonably  requested  by the Company  (which shall
include all information  regarding the Holder and proposed manner of sale of the
Registrable  Securities required to be disclosed in the Registration  Statement)
and executing and  returning  all documents  reasonably  requested in connection
with the registration  and sale of the Registrable  Securities and entering into
and performing its obligations under any underwriting agreement, if the offering
is an  underwritten  offering,  in usual and customary  form,  with the managing
underwriter  or  underwriters  of such  underwritten  offering.  Nothing in this
Agreement  shall obligate the Holder to consent to be named as an underwriter in
the  Registration  Statement.  The  obligation  of the Company to  register  the
Registrable   Securities  shall  be  absolute  and  unconditional  as  to  those
Securities which the Commission will permit to be registered  without naming the
Holder as an underwriter,  notwithstanding that such Registrable  Securities may
be limited to only those  Conversion  Shares  issuable  upon  conversion  of the
Convertible Debentures.

         Section 5.  REGISTRATION  PROCEDURES.  If and  whenever  the Company is
required by any of the provisions of this  Agreement to effect the  registration
of any of the Registrable Securities under the Act, the Company shall (except as
otherwise provided in this Agreement), as expeditiously as possible,  subject to
the Holders' assistance and cooperation as reasonably required:

              (a)(i)  prepare and file with the Commission  such  amendments and
supplements to the Registration  Statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective and
to  comply  with the  provisions  of the Act with  respect  to the sale or other
disposition of all securities  covered by such registration  statement  whenever
the Holder of such  Registrable  Securities  shall  desire to sell or  otherwise
dispose of the same (including prospectus  supplements with respect to the sales
of securities  from time to time in  connection  with a  registration  statement
pursuant to Rule 415 promulgated  under the Act) and (ii) take all lawful action
such that each of (A) the Registration  Statement and any amendment thereto does
not, when it becomes  effective,  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,  not misleading and (B) the Prospectus forming part
of the Registration Statement, and any amendment or supplement thereto, does not
at any time during the  Registration  Period  include 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 light of the circumstances  under
which they were made, not misleading.

              (b)(i) prior to the filing with the Commission of any Registration
Statement (including any amendments thereto) and the distribution or delivery of
any prospectus (including any supplements thereto), provide draft copies thereof
to the Holders and reflect in such  documents  all such  comments as the Holders
(and their counsel)  reasonably may propose respecting the Selling  Shareholders
and Plan of  Distribution  sections  (or  equivalents)  and (ii) furnish to each
Holder such numbers of copies of a prospectus including a preliminary prospectus
or any amendment or supplement to any prospectus,  as applicable,  in conformity
with the requirements of the Act, and such other  documents,  as such Holder may
reasonably  request in order to facilitate the public sale or other  disposition
of the securities owned by such Holder;






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              (c) register and qualify the Registrable Securities covered by the
Registration  Statement  under  such other  securities  or blue sky laws of such
jurisdictions  as  the  Holders  shall   reasonably   request  (subject  to  the
limitations set forth in Section 3(d) above),  and do any and all other acts and
things which may be  necessary or advisable to enable each Holder to  consummate
the public sale or other  disposition  in such  jurisdiction  of the  securities
owned by such Holder,  except that the Company shall not for any such purpose be
required to qualify to do business as a foreign  corporation in any jurisdiction
wherein it is not so qualified or to file therein any general consent to service
of process;

              (d)  list  such  Registrable  Securities  on  the  American  Stock
Exchange,  other national securities exchange, the NASDAQ National Market or the
NASDAQ  Small-Cap  Market,  if the Common Stock of the Company is then listed on
such exchanges,  if the listing of such Registrable Securities is then permitted
under the rules of such exchange or NASDAQ;

              (e) notify each Holder of  Registrable  Securities  covered by the
Registration  Statement,  at any time when a prospectus relating thereto covered
by the Registration  Statement is required to be delivered under the Act, of the
happening  of any  event of  which it has  knowledge  as a result  of which  the
prospectus included in the Registration  Statement,  as then in effect, includes
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading  in the light of the  circumstances  then  existing,  and the Company
shall  prepare and file a curative  amendment  under  Section 5(a) as quickly as
commercially possible;

              (f) as promptly as practicable after becoming aware of such event,
notify each Holder who holds Registrable Securities being sold (or, in the event
of an underwritten  offering,  the managing underwriters) of the issuance by the
Commission  of any stop order or other  suspension of the  effectiveness  of the
Registration  Statement at the earliest possible time and take all lawful action
to effect  the  withdrawal,  recession  or  removal  of such stop order or other
suspension;

              (g)  cooperate  with the Holders who hold  Registrable  Securities
being offered to facilitate the timely  preparation and delivery of certificates
for the  Registrable  Securities  to be  offered  pursuant  to the  Registration
Statement and enable such  certificates for the Registrable  Securities to be in
such denominations or amounts, as the case may be, as the Holders reasonably may
request and  registered  in such names as the Holders may request;  and,  within
three Trading Days after a Registration  Statement  which  includes  Registrable
Securities  is declared  effective  by the  Commission,  deliver and cause legal
counsel  selected  by the  Company  to  deliver  to the  transfer  agent for the
Registrable  Securities (with copies to the Holders whose Registrable Securities
are included in such Registration  Statement) an appropriate instruction and, to
the extent necessary, an opinion of such counsel;

              (h) take all such other  lawful  actions  reasonably  necessary to
expedite and  facilitate  the  disposition  by the Holders of their  Registrable
Securities  in accordance  with the intended  methods  therefor  provided in the
prospectus which are customary for issuers to perform under the circumstances;

              (i) in the event of an underwritten offering,  promptly include or
incorporate  in a  Prospectus  supplement  or  post-effective  amendment  to the
Registration



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Statement such  information as the managers  reasonably agree should be included
therein  and to which  the  Company  does  not  reasonably  object  and make all
required filings of such Prospectus  supplement or  post-effective  amendment as
soon as  practicable  after it is  notified  of the  matters to be  included  or
incorporated in such Prospectus supplement or post-effective amendment; and

              (j) maintain a transfer agent and registrar for its Common Stock.

         Section 6. INDEMNIFICATION.

              (a) The Company  agrees to indemnify and hold harmless each Holder
and each  person,  if any, who  controls  such Holder  within the meaning of the
Securities Act ("Distributing  Holder") against any losses,  claims,  damages or
liabilities,  joint or several (which shall, for all purposes of this Agreement,
include,   but  not  be  limited  to,  all  reasonable   costs  of  defense  and
investigation  and all reasonable  attorneys'  fees), to which the  Distributing
Holder may become  subject,  under the Securities  Act or otherwise,  insofar as
such losses,  claims,  damages or  liabilities  (or actions in respect  thereof)
arise out of or are based upon any untrue  statement or alleged untrue statement
of any material fact  contained in the  Registration  Statement,  or any related
preliminary prospectus,  final prospectus or amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements therein not misleading;  provided, however, that the Company will not
be liable in any such case to the extent  that any such loss,  claim,  damage or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement or omission or alleged  omission made in the  Registration  Statement,
preliminary  prospectus,  final prospectus or amendment or supplement thereto in
reliance  upon, and in conformity  with,  written  information  furnished to the
Company by the  Distributing  Holder,  specifically  for use in the  preparation
thereof.  This Section  6(a) shall not inure to the benefit of any  Distributing
Holder  with  respect  to any  person  asserting  such  loss,  claim,  damage or
liability who purchased the Registrable Securities which are the subject thereof
if the  Distributing  Holder  failed  to  send  or  give  (in  violation  of the
Securities Act or the rules and  regulations  promulgated  thereunder) a copy of
the  prospectus  contained in such  Registration  Statement to such person at or
prior to the written confirmation to such person of the sale of such Registrable
Securities,  where the  Distributing  Holder  was  obligated  to do so under the
Securities  Act  or the  rules  and  regulations  promulgated  thereunder.  This
indemnity  agreement will be in addition to any liability  which the Company may
otherwise have.

              (b) Each  Distributing  Holder  agrees that it will  indemnify and
hold harmless the Company, and each officer,  director of the Company or person,
if any,  who  controls  the Company  within the meaning of the  Securities  Act,
against  any  losses,  claims,  damages or  liabilities  (which  shall,  for all
purposes of this Agreement, include, but not be limited to, all reasonable costs
of defense and  investigation  and all reasonable  attorneys' fees) to which the
Company or any such officer,  director or controlling  person may become subject
under the Securities Act or otherwise,  insofar as such losses,  claims, damages
or  liabilities  (or actions in respect  thereof) arise out of or are based upon
any untrue  statement or alleged untrue statement of any material fact contained
in the Registration  Statement,  or any related  preliminary  prospectus,  final
prospectus or amendment or supplement thereto, or arise out of or are based upon
the omission or the alleged  omission to state  therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
but in each case only to the extent that such untrue statement or alleged untrue
statement  or  omission  or  alleged  omission  was  made  in  the  Registration
Statement, preliminary prospectus, final prospectus or amendment



                                       8
<PAGE>




or  supplement  thereto  in  reliance  upon,  and in  conformity  with,  written
information  furnished to the Company by such Distributing Holder,  specifically
for use in the preparation thereof. This indemnity agreement will be in addition
to any liability which the Distributing Holder may otherwise have.

              (c)  Promptly  after  receipt by an  indemnified  party under this
Section 6 of notice of the commencement of any action,  such  indemnified  party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 6, notify the indemnifying party of the commencement thereof;
but the  omission  so to notify  the  indemnifying  party will not  relieve  the
indemnifying party from any liability which it may have to any indemnified party
except to the extent of actual prejudice demonstrated by the indemnifying party.
In case any such  action  is  brought  against  any  indemnified  party,  and it
notifies the indemnifying  party of the commencement  thereof,  the indemnifying
party will be entitled to  participate  in, and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, assume the defense
thereof,  subject to the  provisions  herein  stated and after  notice  from the
indemnifying  party to such  indemnified  party of its election so to assume the
defense thereof,  the indemnifying  party will not be liable to such indemnified
party under this Section 6 for any legal or other expenses subsequently incurred
by such  indemnified  party in  connection  with the defense  thereof other than
reasonable  costs of  investigation,  unless the  indemnifying  party  shall not
pursue the action to its final conclusion.  The indemnified party shall have the
right to employ  separate  counsel in any such action and to  participate in the
defense  thereof,  but the fees and expenses of such counsel shall not be at the
expense of the  indemnifying  party if the  indemnifying  party has  assumed the
defense of the action with counsel  reasonably  satisfactory  to the indemnified
party;  provided that if the indemnified party is the Distributing  Holder,  the
fees and  expenses of such counsel  shall be at the expense of the  indemnifying
party if (i) the employment of such counsel has been specifically  authorized in
writing by the indemnifying  party, or (ii) the named parties to any such action
(including any impleaded  parties) include both the Distributing  Holder and the
indemnifying  party and the Distributing  Holder shall have been advised by such
counsel  that  there  may  be  one  or  more  legal  defenses  available  to the
indemnifying  party  different from or in conflict with any legal defenses which
may be  available  to the  Distributing  Holder (in which case the  indemnifying
party shall not have the right to assume the defense of such action on behalf of
the Distributing  Holder,  it being understood,  however,  that the indemnifying
party  shall,   in  connection   with  any  one  such  action  or  separate  but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable only for the reasonable
fees and expenses of one separate firm of attorneys for the Distributing Holder,
which  firm shall be  designated  in writing  by the  Distributing  Holder).  No
settlement of any action against an indemnified  party shall be made without the
prior  written  consent of the  indemnified  party,  which  consent shall not be
unreasonably withheld.

         Section 7.  CONTRIBUTION.  In order to provide  for just and  equitable
contribution  under the Securities Act in any case in which (i) the  indemnified
party  makes a claim for  indemnification  pursuant  to  Section 6 hereof but is
judicially  determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for  indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any indemnified  party,  then the Company and the
applicable Distributing Holder shall contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject



                                       9
<PAGE>




(which shall,  for all purposes of this Agreement,  include,  but not be limited
to,  all  reasonable  costs of  defense  and  investigation  and all  reasonable
attorneys'  fees), in either such case (after  contribution  from others) on the
basis of relative fault as well as any other relevant equitable  considerations.
The relative  fault shall be  determined  by reference  to, among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by the Company on the one hand or the applicable Distributing Holder on
the  other  hand,  and  the  parties'  relative  intent,  knowledge,  access  to
information  and  opportunity  to correct or prevent such statement or omission.
The  Company  and the  Distributing  Holder  agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of  allocation  which does not take account of
the equitable  considerations  referred to in this Section 7. The amount paid or
payable by an indemnified  party as a result of the losses,  claims,  damages or
liabilities (or actions in respect thereof)  referred to above in this Section 7
shall be deemed to include any legal or other  expenses  reasonably  incurred by
such  indemnified  party in connection with  investigating or defending any such
action or claim.  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.

Notwithstanding any other provision of this Section 7, in no event shall any (i)
Holder be required to undertake liability to any person under this Section 7 for
any  amounts in excess of the dollar  amount of the  proceeds  to be received by
such  Holder  from  the  sale of such  Holder's  Registrable  Securities  (after
deducting any fees,  discounts and commissions  applicable  thereto) pursuant to
any  Registration  Statement under which such  Registrable  Securities are to be
registered  under  the  Securities  Act and  (ii)  underwriter  be  required  to
undertake  liability  to any person  hereunder  for any amounts in excess of the
aggregate discount, commission or other compensation payable to such underwriter
with respect to the  Registrable  Securities  underwritten by it and distributed
pursuant to the Registration Statement.

         Section  8.  NOTICES.  All  notices,   demands,   requests,   consents,
approvals,  and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein,  shall be (i) personally served,
(ii) deposited in the mail,  registered or certified,  return receipt requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a Trading Day during normal  business hours where such notice is to
be received),  or the first  Trading Day  following  such delivery (if delivered
other than on a Trading Day during normal business hours where such notice is to
be received) or (b) on the second  Trading Day  following the date of mailing by
reputable  courier service,  fully prepaid,  addressed to such address,  or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications shall be:

        If to the Company:                  IMSCO TECHNOLOGIES, INC.
                                            40 Bayfield Drive
                                            NorthAndover, MA 01845
                                            Attention:  Chief Executive Officer





                                       10
<PAGE>



                                            Telephone: (978) 689-2080
                                            Fax:  (978) 689-2585

        with a copy to:
        (shall not constitute notice)       Epstein Becker & Green, P.C.
                                            250 Park Avenue
                                            New York, NY 10177
                                            Attention: David E. Fleming, Esq.
                                            Telephone:  (212) 351-4500
                                            Fax:  (212) 661-0989

        If to the Holder:                   AMRO International, S.A.
                                            c/o Ultra Finance
                                            Grossmunster Platz 26
                                            Zurich CH 8022
                                            Switzerland
                                            Telephone:  011-
                                            Facsimile:   011-411-262-5515


        with a copy to:                     Sam Krieger, Esq.
        (shall not constitute notice)       Krieger & Prager
                                            319 Fifth Avenue
                                            New York, New York 10016
                                            Telephone: (212) 689-3322
                                            Fax: (212) 213-2077


Either party hereto may from time to time change its address or facsimile number
for notices under this Section 8 by giving at least ten (10) days' prior written
notice of such changed address or facsimile number to the other party hereto.

         Section 9. ASSIGNMENT. This Agreement is binding upon and inures to the
benefit  of the  parties  hereto  and their  respective  heirs,  successors  and
permitted  assigns.  The rights  granted the Holders under this Agreement may be
assigned to any purchaser of substantially all of the Registrable Securities (or
the rights  thereto)  from a Holder,  as  otherwise  permitted  by the  Purchase
Agreement.  In  the  event  of a  transfer  of the  rights  granted  under  this
Agreement,  the Holder  agrees that the Company may require that the  transferee
comply  with  reasonable  conditions  as  determined  in the  discretion  of the
Company.

         Section 10.  ADDITIONAL  COVENANTS OF THE COMPANY.  The Company  agrees
that at such time as it meets all the requirements for the use of Securities Act
Registration  Statement  on Form S-3 it shall file all reports  and  information
required to be filed by it with the  Commission  in a timely manner and take all
such other action so as to maintain such eligibility for the use of such form.

         Section 11.  COUNTERPARTS/FACSIMILE.  This Agreement may be executed in
two or more counterparts, each of which shall constitute an original, but all of
which, when together shall constitute but one and the same instrument, and shall
become effective when one or more



                                       11
<PAGE>




counterparts  have been signed by each party  hereto and  delivered to the other
party. In lieu of the original, a facsimile transmission or copy of the original
shall be as effective and enforceable as the original.

         Section 12.  REMEDIES.  The  remedies  provided in this  Agreement  are
cumulative  and not  exclusive  of any  remedies  provided  by law. If any term,
provision,  covenant  or  restriction  of this  Agreement  is held by a court of
competent  jurisdiction  to be  invalid,  illegal,  void or  unenforceable,  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 best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that  contemplated by such term,  provision,  covenant or restriction.  It is
hereby  stipulated  and  declared to be the  intention  of the parties that they
would have executed the remaining terms, provisions,  covenants and restrictions
without including any of such that may be hereafter  declared invalid,  illegal,
void or unenforceable.

         Section 13.  CONFLICTING  AGREEMENTS.  The Company shall not enter into
any  agreement  with respect to its  securities  that is  inconsistent  with the
rights  granted to the holders of  Registrable  Securities in this  Agreement or
otherwise  prevents  the  Company  from  complying  with all of its  obligations
hereunder.

         Section 14. HEADINGS.  The headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

         Section  15.  GOVERNING  LAW,  ARBITRATION.  This  Agreement  shall  be
governed by and construed in  accordance  with the laws of the State of New York
applicable to contracts  made in New York by persons  domiciled in New York City
and without  regard to its  principles  of conflicts of laws.  Any dispute under
this Agreement shall be submitted to arbitration under the American  Arbitration
Association  (the  "AAA") in New York City,  New York,  and shall be finally and
conclusively  determined by the decision of a board of arbitration consisting of
three (3)  members  (hereinafter  referred  to as the  "Board  of  Arbitration")
selected as according to the rules  governing the AAA. The Board of  Arbitration
shall meet on  consecutive  Trading Days in New York City,  New York,  and shall
reach and  render a  decision  in writing  (concurred  in by a  majority  of the
members of the Board of Arbitration)  with respect to the amount,  if any, which
the losing  party is  required  to pay to the other  party in respect of a claim
filed.  In connection  with  rendering its  decisions,  the Board of Arbitration
shall  adopt  and  follow  the laws of the  State  of New  York.  To the  extent
practical,  decisions of the Board of Arbitration shall be rendered no more than
thirty (30) calendar days following  commencement  of  proceedings  with respect
thereto.  The Board of  Arbitration  shall  cause  its  written  decision  to be
delivered to all parties involved in the dispute. Any decision made by the Board
of  Arbitration  (either  prior to or after the  expiration  of such thirty (30)
calendar day period)  shall be final,  binding and  conclusive on the parties to
the dispute,  and entitled to be enforced to the fullest extent permitted by law
and entered in any court of competent jurisdiction.  The non-prevailing party to
any  arbitration  (as  determined  by the  Board of  Arbitration)  shall pay the
expenses of the  prevailing  party,  including  reasonable  attorneys'  fees, in
connection with such arbitration.

         Section 16. SEVERABILITY.  If any provision of this Agreement shall for
any reason be held invalid or unenforceable,  such invalidity or unenforceablity
shall not affect any other



                                       12
<PAGE>




provision  hereof and this  Agreement  shall be  construed as if such invalid or
unenforceable provision had never been contained herein.


         Section 17.  CAPITALIZED  TERMS.  All  capitalized  terms not otherwise
defined  herein  shall  have  the  meaning  assigned  to  them  in the  Purchase
Agreement.




                                       13
<PAGE>





         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, on the day and year first above written.


                                        IMSCO TECHNOLOGIES, INC.


                                        By:
                                           -------------------------------------
                                           Alexander T. Hoffmann,
                                           Chairman and Chief Executive Officer


                                        AMRO INTERNATIONAL, S.A.



                                        By:
                                           -------------------------------------
                                           H. U. Bachofen,
                                           Director


                                       14