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                                       [LOGO]
                                   IMPERIAL BANK
                                    MEMBER FDIC

                            SECURITY AND LOAN AGREEMENT
                       (ACCOUNTS RECEIVABLE AND/OR INVENTORY)

This Agreement is entered into between IMAGING TECHNOLOGIES CORPORATION, ET. AL.
(SEE EXHIBIT "A1" ATTACHED HERETO)
                                 , a CORPORATIONS
(herein called "Borrower") and IMPERIAL BANK (herein called "Bank").

1.   Bank hereby commits, subject to all the terms and conditions of this
     Agreement and prior to the termination of its commitment as hereinafter
     provided, to make loans to Borrower from time to time in such amounts as
     may be determined by Bank up to, but not exceeding in the aggregate unpaid
     principal balance, the following Borrowing Base:

               -    % of Eligible Accounts

               -    % of the Value of Inventory

and in no event more than $ 3,500,000.00

2.   The amount of each loan made by Bank to Borrower hereunder shall be debited
     to the loan ledger account of Borrower maintained by Bank (herein called
     "Loan Account") and Bank shall credit the Loan Account with all loan
     repayments made by Borrower. Borrower promises to pay Bank (a) the unpaid
     balance of Borrower's Loan Account on demand and (b) on or before the tenth
     day of each month, interest on the average daily unpaid balance of the Loan
     Account during the immediately preceding month at the rate of THREE
     QUARTERS OF ONE percent (0.750%) per annum in excess of the rate of
     interest which Bank has announced as its prime lending rate ("Prime Rate")
     which shall vary concurrently with any change in such Prime Rate. Interest
     shall be computed at the above rate on the basis of the actual number of
     days during which the principal balance of the loan account is outstanding
     divided by 360, which shall for interest computation purposes be considered
     one year. Bank at its option may demand payment of any or all of the amount
     due under the Loan Account including accrued but unpaid interest at any
     time. Such notice may be given verbally or in writing and should be
     effective upon receipt by Borrower. The amount of interest payable each
     month by Borrower shall not be less than a minimum monthly charge of
     $250.00. Bank is hereby authorized to charge Borrower's deposit account(s)
     with Bank for all sums due Bank under this Agreement.

3.   Requests for loans hereunder shall be in writing duly executed by Borrower
     in a form satisfactory to Bank and shall contain a certification setting
     forth the matters referred to in Section 1, which shall disclose that
     Borrower is entitled to the amount of loan being requested.

4.   As used in this Agreement, the following terms shall have the following
     meanings:

     A.   "Accounts" means any right to payment for goods sold or leased, or to
          be sold or to be leased, or for services rendered or to be rendered no
          matter how evidenced, including accounts receivable, contract rights,
          chattel paper, instruments, purchase orders, notes, drafts,
          acceptances, general intangibles and other forms of obligations and
          receivables.

     B.   "Inventory" means all of the Borrower's goods, merchandise and other
          personal property which are held for sale or lease, including those
          held for display or demonstration or out on lease or consignment or to
          be furnished under a contract of service or are raw materials, work in
          process or materials used or consumed, or to be used or consumed in
          Borrower's business, and shall include all property rights, patents,
          plans, drawings, diagrams, schematics, assembly and display materials
          relating thereto.

     C.   "Collateral" means any and all personal property of Borrower which is
          assigned or hereafter is assigned to Bank as security or in which Bank
          now has or hereafter acquires a security interest.

     D.   "Eligible Accounts" means all of Borrower's Accounts excluding,
          however, (1) all Accounts under which payment is not received within
          90 days from any invoice date, (2) all Accounts against which the
          account debtor or any other person obligated to make payment thereon
          asserts any defense, offset, counterclaim or other right to avoid or
          reduce the liability represented by the Account and (3) any Accounts
          if the account debtor or any other person liable in connection
          therewith is insolvent, subject to bankruptcy or receivership
          proceedings or has made an assignment for the benefit of creditors or
          whose credit standing is unacceptable to Bank and Bank has so notified
          Borrower. Eligible Accounts shall only include such accounts as Bank
          in its sole discretion shall determine are eligible from time to time.

     E.   "Value of Inventory" means the value of Borrower's Inventory
          determined in accordance with generally accepted accounting principles
          consistently applied excluding, however, the amount of progress
          payments, pre-delivery payments, deposits and any other sums received
          by Borrower in anticipation of the sale and delivery of Inventory,
          all Inventory on consignment or lease to others, and all property on
          consignment or lease from others to Borrower.

5.   Borrower hereby assigns to Bank all Borrower's present and future Accounts,
     including all proceeds due thereunder, all guaranties and security therefor
     and all merchandise giving rise thereto, and hereby grants to Bank a
     continuing security interest in all Borrower's inventory and in all
     proceeds and products thereof, whether now owned or hereafter existing or
     acquired, including all moneys in the Collateral Account referred to in
     Section 6 hereof, as security for any and all obligations of Borrower to
     Bank, whether now owing or hereafter incurred and whether direct, indirect,
     absolute or contingent. So long as Borrower is indebted to Bank or Bank is
     committed to extend credit to Borrower, Borrower will execute and deliver
     to Bank such assignments, including Bank's standard forms of Specific or
     General Assignment covering individual Accounts, notices, financing
     statements, and other documents and papers as Bank may require in order to
     affirm, effectuate or further assure the assignment to Bank of the
     Collateral or to give any third party, including the account debtors
     obligated on the Accounts, notice of Bank's interest in the Collateral.

6.   Until Bank exercises its rights to collect the Accounts and Inventory
     proceeds pursuant to paragraph 10, Borrower will collect with diligence all
     Borrower's Accounts and Inventory proceeds, provided that no legal action
     shall be maintained thereon or in connection therewith without Bank's prior
     written consent. Any collection of Accounts or Inventory proceeds by
     Borrower, whether in the form of cash, checks, notes, or other instruments
     for the payment of money (properly endorsed or assigned where required to
     enable Bank to collect same), shall be in trust for Bank, and Borrower
     shall keep all such collections separate and apart from all other funds and
     property so as to be capable of identification as the property of Bank and
     deliver said collections, together with the proceeds of all cash sales,
     daily to Bank in the identical form received. The proceeds of such
     collections when received by Bank may be applied by Bank directly to the
     payment of Borrower's Loan Account or any other obligation secured hereby.
     Any credit given by Bank upon receipt of said proceeds shall be conditional
     credit subject to collection. Returned items at Bank's option may be
     charged to Borrower's general account. All collections of the Accounts and
     Inventory proceeds shall be set forth on an itemized schedule, showing the
     name of the account debtor, the amount of each payment and such other
     information as Bank may request.

7.   Until Bank exercises its rights to collect the Accounts or Inventory
     proceeds pursuant to paragraph 10, Borrower may continue its present
     policies with respect to returned merchandise and adjustments. However,
     Borrower shall immediately notify Bank of all cases involving returns,
     repossessions, and loss or damage of or to merchandise represented by the
     Accounts or constituting Inventory and of any credits, adjustments or
     disputes arising in connection with the goods or services represented by
     the Accounts or constituting Inventory and, in any of such events, Borrower
     will immediately pay to Bank from its own funds (and not from the proceeds
     of Accounts or Inventory) for application to Borrower's Loan Account or any
     other obligation secured hereby the amount of any credit for such returned
     or repossessed merchandise and adjustments made to any of the Accounts.
     Until payment is made as provided herein or until release by Bank from its
     security interest, all merchandise returned to or repossessed by Borrower
     shall be set aside and identified as the property of Bank and Bank shall be
     entitled to enter upon any premises where such merchandise is located and
     take immediate possession thereof and remove same.


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8.   Borrower represents and warrants to Bank: (i) if Borrower is a corporation,
     that Borrower is duly organized and existing in the State of its
     incorporation and the execution, delivery and performance hereof are within
     Borrower's corporate powers, have been duly authorized and are not in
     conflict with law or the terms of any charter, by-law or other
     incorporation papers, or of any indenture, agreement or undertaking to
     which Borrower is a party or by which Borrower is found or affected; (ii)
     Borrower is, or at the time the collateral becomes subject to Bank's
     security interest will be, the true and lawful owner of and has, or at the
     time the Collateral becomes subject to Bank's security interest will have,
     good and clear title to the Collateral, subject only to Bank's rights
     therein; (iii) Each Account is, or at the time the Account comes into
     existence will be, a true and correct statement of a bona fide indebtedness
     incurred by the debtor named therein in the amount of the Account for
     either merchandise sold or delivered (or being held subject to Borrower's
     delivery instructions) to, or services rendered, performed and accepted by,
     the account debtor; (iv) That there are or will be no defenses,
     counterclaims, or setoffs which may be asserted against the Accounts; and
     (v) any and all financial information, including information relating to
     the Collateral, submitted by Borrower to Bank, whether previously or in the
     future, is or will be true and correct.

9.   Borrower will: (i) Furnish Bank from time to time such financial statements
     and information as Bank may reasonably request and inform Bank immediately
     upon the occurrence of a material adverse change therein; (ii) Furnish Bank
     periodically, in such form and detail and at such times as Bank may
     require, statements showing aging and reconciliation of the Accounts and
     collections thereon, and reports as to the Inventory and sales thereof;
     (iii) Permit representatives of Bank to inspect the Inventory and
     Borrower's books and records relating to the Collateral and make extracts
     therefrom at any reasonable time and to arrange for verification of the
     Accounts, under reasonable procedures, acceptable to Bank, directly with
     the account debtors or otherwise at Borrower's expense; (iv) Promptly
     notify Bank of any attachment or other legal process levied against any of
     the Collateral and any information received by Borrower relative to the
     Collateral, including the Accounts, the account debtors or other persons
     obligated in connection therewith, which may in any way affect the value of
     the Collateral or the rights and remedies of Bank in respect thereto; (v)
     Reimburse Bank upon demand for any and all legal costs, including
     reasonable attorneys' fees, and other expense incurred in collecting any
     sums payable by Borrower under Borrower's Loan Account or any other
     obligation secured hereby, enforcing any term or provision of this Security
     Agreement or otherwise or in the checking, handling and collection of the
     Collateral and the preparation and enforcement of any agreement relating
     thereto; (vi) Notify Bank of each location at which the Inventory is or
     will be kept, other than for temporary processing, storage or similar
     purposes, and of any removal thereof to a new location and of each office
     of Borrower at which records of Borrower relating to the Accounts are kept;
     (vii) Provide, maintain and deliver to Bank policies insuring the
     Collateral against loss or damage by such risks and in such amounts, forms
     and companies as Bank may require and with loss payable solely to Bank,
     and, in the event Bank takes possession of the Collateral, the insurance
     policy or policies and any unearned or returned premium thereon shall at
     the option of Bank become the sole property of Bank, such policies and the
     proceeds of any other insurance covering or in any way relating to the
     Collateral, whether now in existence or hereafter obtained, being hereby
     assigned to Bank; (viii) Do all acts necessary to maintain, preserve and
     protect all Inventory, keep all Inventory in good condition and repair and
     not to cause any waste or unusual or unreasonable depreciation thereof, and
     (ix) In the event the unpaid balance of Borrower's Loan Account shall
     exceed the maximum amount of outstanding loans to which Borrower is
     entitled under Section 1 hereof, Borrower shall immediately pay to Bank,
     from its own funds and not from the proceeds of Collateral, for credit to
     Borrower's Loan Account the amount of such excess.

10.  Bank may at any time, without prior notice to Borrower, collect the
     Accounts and Inventory proceeds and may give notice of assignment to any
     and all account debtors, and Borrower does hereby make, constitute and
     appoint Bank its irrevocable, true and lawful attorney with power to
     receive, open and dispose of all mail addressed to Borrower, to endorse the
     name of Borrower upon any checks or other evidences of payment that may
     come into the possession of Bank upon the Accounts or as proceeds of
     Inventory; to endorse the name of the undersigned upon any document or
     instrument relating to the Collateral; in its name or otherwise, to demand,
     sue for, collect and give acquittances for any and all moneys due or to
     become due upon the Accounts; to compromise, prosecute or defend any
     action, claim or proceeding with respect thereto; and to do any and all
     things necessary and proper to carry out the purpose herein contemplated.

11.  Until Borrower's Loan Account and all other obligations secured hereby
     shall have been repaid in full, Borrower shall not sell, dispose of or
     grant a security interest in any of the Collateral other than to Bank, or
     execute any financing statements covering the Collateral in favor of any
     secured party or person other than Bank.

12.  Should: (i) Default be made in the payment of any obligation, or breach be
     made in any warranty, statement, promise, term or condition, contained
     herein or hereby secured; (ii) Any statement or representation made for the
     purpose of obtaining credit hereunder prove false; (iii) Bank deem the
     Collateral inadequate or unsafe or in danger of misuse; (iv) Borrower
     become insolvent or make an assignment for the benefit of creditors; or (v)
     Any proceeding be commenced by or against Borrower under any bankruptcy,
     reorganization, arrangement, readjustment of debt of moratorium law or
     statute; then in any such event, Bank may, at its option and without demand
     first made and without notice to Borrower, do any one or more of the
     following: (a) Terminate its obligation to make loans to Borrower as
     provided in Section 1 hereof; (b) Declare all sums secured hereby
     immediately due and payable; (c) Immediately take possession of the
     Collateral wherever it may be found, using all necessary force so to do, or
     require Borrower to assemble the Collateral and make it available to Bank
     at a place designated by Bank which is reasonably convenient to Borrower
     and Bank, and Borrower waives all claims for damages due to or arising from
     or connected with any such taking; (d) Proceed in the foreclosure of Bank's
     security interest and sale of the Collateral in any manner permitted by
     law, or provided for herein; (e) Sell, lease or otherwise dispose of the
     Collateral at public or private sale, with or without having the Collateral
     at the place of sale, and upon terms and in such manner as Bank may
     determine, and Bank may purchase same at any such sale; (f) Retain the
     Collateral in full satisfaction of the obligations secured thereby; (g)
     Exercise any remedies of a secured party under the Uniform Commercial Code.
     Prior to any such disposition, Bank may, at as option, cause any of the
     Collateral to be repaired or reconditioned in such manner and to such
     extent as Bank may deem advisable, and any sums expended therefor by Bank
     shall be repaid by Borrower and secured hereby. Bank shall have the right
     to enforce one or more remedies hereunder successively or concurrently, and
     any such action shall not estop or prevent Bank from pursuing any further
     remedy which it may have hereunder or by law. If a sufficient sum is not
     realized from any such disposition of Collateral to pay all obligations
     secured by this Security Agreement, Borrower hereby promises and agrees to
     pay Bank any deficiency.

13.  If any writ of attachment, garnishment, execution or other legal process be
     issued against any property of Borrower, or if any assessment for taxes
     against Borrower, other than real property, is made by the Federal or State
     government or any department thereof, the obligation of Bank to make loans
     to Borrower as provided in Section 1 hereof shall immediately terminate and
     the unpaid balance of the Loan Account, all other obligations secured
     hereby and all other sums due hereunder shall immediately become due and
     payable without demand, presentment or notice.

14.  Borrower authorizes Bank to destroy all invoices, delivery receipts,
     reports and other types of documents and records submitted to Bank in
     connection with the transactions contemplated herein at any time subsequent
     to four months from the time such items are delivered to Bank.

15.  Nothing herein shall in any way limit the effect of the conditions set
     forth in any other security or other agreement executed by Borrower, but
     each and every condition hereof shall be in addition thereto.

16.  Should default be made in the payment of principal or interest when due, or
     in the performance or observance, when due, of any item, covenant or
     condition of this Agreement, any deed of trust, security agreement or other
     agreement (including amendments or extensions thereof) securing or
     pertaining to this Agreement, at the option of the holder hereof and
     without notice or demand, the entire balance of principal and accrued
     interest then remaining unpaid shall (a) become immediately due and
     payable, and (b) thereafter bear interest, until paid in full, at the
     increased rate of 5% per year in excess of the rate provided for above, as
     it may vary from time to time.

17.  If any installment payment, interest payment, principal payment or
     principal balance payment due hereunder is delinquent twenty (20) or more
     days, Borrower agrees to pay Bank a late charge in the amount of 5% of the
     payment so due and unpaid, in addition to the payment; but nothing in this
     paragraph is to be construed as any obligation on the part of the Bank to
     accept payment of any payment past due or less than the total unpaid
     principal balance after maturity. 

     All payments shall be applied first to any late charges owing, then to 
     interest and the remainder, if any, to principal.

18.  Reference Provision.

     A.   Other than (i) non-judicial foreclosure and all matters in connection
          therewith regarding security interests in real or personal property;
          or (ii) the appointment of a receiver, or the exercise of other
          provisional remedies (any and all of which may be initiated pursuant
          to applicable law), each controversy, dispute or claim between the
          parties arising out of or relating to this document ("Agreement"),
          which controversy, dispute or claim is not settled in writing within
          thirty (30) days after the "Claim Date" (defined as the date on which
          a party subject to the Agreement gives written notice to all other
          parties that a controversy, dispute or claim exists), will be settled
          by a reference proceeding in California in accordance with the
          provisions of Section 638 et seq. of the California Code of Civil
          Procedure, or their successor section ("CCP"), which shall constitute
          the exclusive remedy for the settlement of any controversy, dispute or
          claim concerning this Agreement, including whether such controversy,
          dispute or claim is subject to the reference proceeding and except as
          set forth above, the parties waive their rights to initiate any

<PAGE>

          legal proceedings against each other in any court or jurisdiction
          other than the Superior Court in the County where the Real Property,
          if any, is located or Los Angeles County if none (the "Court"). The
          referee shall be a retired Judge of the Court selected by mutual
          agreement of the parties, and if they cannot so agree within
          forty-five (45) days after the Claim Date, the referee shall be
          promptly selected by the Presiding Judge of the Court (or his
          representative). The referee shall be appointed to sit as a temporary
          judge, with all of the powers of a temporary judge, as authorized by
          law, and upon selection should take and subscribe to the oath of
          office as provided for in Rule 244 of the California Rules of Court
          (or any subsequently enacted Rule). Each party shall have one
          peremptory challenge pursuant to CCP Section 170.6. The referee shall
          (a) be requested to set the matter for hearing within sixty (60) days
          after the Claim Date and (b) try any and all issues of law or fact and
          report a statement of decision upon them, if possible, within ninety
          (90) days of the Claim Date. Any decision rendered by the referee will
          be final, binding and conclusive and judgment shall be entered
          pursuant to CCP Section 644 in any court in the State of California
          having jurisdiction. Any party may apply for a reference proceeding at
          any time after thirty (30) days following notice to any other party of
          the nature of the controversy, dispute or claim, by filing a petition
          for a hearing and/or trial. All discovery permitted by this Agreement
          shall be completed no later than fifteen (15) days before the first
          hearing date established by the referee. The referee may extend such
          period in the event of a party's refusal to provide requested
          discovery for any reason whatsoever, including, without limitation,
          legal objections raised to such discovery or unavailability of a
          witness due to absence or illness. No party shall be entitled to
          "priority" in conducting discovery. Depositions may be taken by either
          party upon seven (7) days written notice, and request for production
          or inspection of documents shall be responded to within ten (10) days
          after service. All disputes relating to discovery which cannot be
          resolved by the parties shall be submitted to the referee whose
          decision shall be final and binding upon the parties. Pending
          appointment of the referee as provided herein, the Superior Court is
          empowered to issue temporary and/or provisional remedies, as
          appropriate.

     B.   Except as expressly set forth in this Agreement, the referee shall
          determine the manner in which the reference proceeding is conducted
          including the time and place of all hearings, the order of
          presentation of evidence, and all other questions that arise with
          respect to the course of the reference proceeding. All proceedings and
          hearings conducted before the referee, except for trial, shall be
          conducted without a court reporter, except that when any party so
          requests, a court reporter will be used at any hearing conducted
          before the referee. The party making such a request shall have the
          obligation to arrange for and pay for the court reporter. The costs of
          the court reporter at the trial shall be borne equally by the parties.

     C.   The referee shall be required to determine all issues in accordance
          with existing case law and the statutory laws of the State of
          California. The rules of evidence applicable to proceedings at law in
          the State of California will be applicable to the reference
          proceeding. The referee shall be empowered to enter equitable as well
          as legal relief, to provide all temporary and/or provisional remedies
          and to enter equitable orders that will be binding upon the parties.
          The referee shall issue a single judgment at the close of the
          reference proceeding which shall dispose of all of the claims of the
          parties that are the subject of the reference. The parties hereto
          expressly reserve the right to contest or appeal from the final
          judgment or any appealable order or appealable judgment entered by the
          referee. The parties hereto expressly reserve the right to findings of
          fact, conclusions of law, a written statement of decision, and the
          right to move for a new trial or a different judgment, which new
          trial, if granted, is also to be a reference proceeding under this
          provision.

     D.   In the event that the enabling legislation which provides for
          appointment of a referee is repealed (and no successor statute is
          enacted), any dispute between the parties that would otherwise be
          determined by the reference procedure herein described will be
          resolved and determined by arbitration. The arbitration will be
          conducted by a retired judge of the Court, in accordance with the
          California Arbitration Act, Section 1280 through Section 1294.2 of
          the CCP as amended from time to time. The limitations with respect to
          discovery as set forth hereinabove shall apply to any such arbitration
          proceeding.

19.  Additional Provisions: *SEE ATTACHED (DOMESTIC LINE).

/x/  If checked, the Addendum or Exhibit "A" attached (and all amendments
     thereto and replacements therefor) is incorporated herein by this
     reference.

     Executed this 23RD day of JUNE, 1998


                                              --------------------------------
                                                    (Name of Borrower)

IMPERIAL BANK                              BY:
                                              --------------------------------
                                             (Authorized Signature and Title)
                                             SEE EXHIBIT "A1" ATTACHED HERETO

By: /s/ Michael E. Berrier Vice President  BY:
   --------------------------------------     --------------------------------
    IMPERIAL BANK           Title             (Authorized Signature and Title)



<PAGE>


                                    EXHIBIT "A1"

Attachment to the Security and Loan Agreement between IMAGING TECHNOLOGIES
CORPORATION, PRIMA INTERNATIONAL, NEWGEN SYSTEMS ACQUISITIONS CORPORATION,
MCMICAN CORPORATION, COLOR SOLUTIONS, INC., ITEC EUROPE LIMITED, AMT ACCEL UK
LIMITED and IMPERIAL BANK dated June 23, 1998.

Imaging Technologies Corporation

By: /s/ Brian Bonar
   -----------------------------------

By: /s/ Gerry Berg   VICE PRES
   -----------------------------------

Prima International

By: /s/ Brian Bonar
   -----------------------------------

By: /s/ Gerry Berg   VICE PRES
   -----------------------------------

Newgen Systems Acquisitions Corporation

By: /s/ Brian Bonar
   -----------------------------------

By: /s/ Gerry Berg   VICE PRES
   -----------------------------------

McMican Corporation

By: /s/ Brian Bonar
   -----------------------------------

By: /s/ Gerry Berg   VICE PRES
   -----------------------------------

Color Solutions, Inc.

By: /s/ Brian Bonar
   -----------------------------------

By: /s/ Gerry Berg   VICE PRES
   -----------------------------------

ITEC Europe Limited

By: /s/ Brian Bonar
   -----------------------------------

By: /s/ Gerry Berg   VICE PRES
   -----------------------------------

Amt Accel UK Limited

By: /s/ Brian Bonar
   -----------------------------------

By: /s/ Gerry Berg   VICE PRES
   -----------------------------------

<PAGE>

                                    EXHIBIT "A"

                                  (Domestic Line)

ADDENDUM TO SECURITY AND LOAN AGREEMENT ("SECURITY AND LOAN AGREEMENT") BETWEEN
IMAGING TECHNOLOGIES CORPORATION, PRIMA INTERNATIONAL, NEWGEN SYSTEMS
ACQUISITIONS CORPORATION, ITEC EUROPE LIMITED, AMT ACCEL UK LIMITED, MCMICAN
CORPORATION, COLOR SOLUTIONS, INC., AND IMPERIAL BANK.

DATED: JUNE 23, 1998

This Addendum is made and entered into June 23, 1998, between IMAGING
TECHNOLOGIES CORPORATION, PRIMA INTERNATIONAL, NEWGEN SYSTEMS ACQUISITIONS
CORPORATION, ITEC EUROPE LIMITED, AMT ACCEL UK LIMITED, MCMICAN CORPORATION AND
COLOR SOLUTIONS, INC. ("Borrowers") hereby jointly and severally, and Imperial
Bank ("Bank"). This Addendum amends and supplements the Security and Loan
Agreement. In the event of any inconsistency between the terms herein and the
terms of the Security and Loan Agreement, the terms herein shall in all cases
govern and control. All capitalized terms herein, unless otherwise defined
herein, shall have the meaning set forth in the Security and Loan Agreement.

1.   Any commitment of Bank, pursuant to the terms of the Security and Loan
     Agreement, to make advances against Eligible Accounts shall expire on
     September 30, 1999, subject to Bank's right to renew said commitment at its
     sole discretion. Any renewal of the commitment shall not be binding upon
     the Bank unless it is in writing and signed by an officer of the Bank.

2.   Borrowers represent and warrant that:

     a.   LITIGATION. There is no litigation or other proceeding pending or
          threatened against or affecting Borrowers, and Borrowers are not in
          default with respect to any order, writ, injunction, decree or demand
          of any court or other governmental or regulatory authority.

     b.   FINANCIAL CONDITION. The consolidated balance sheet of Borrowers as of
          March 31, 1998, and the related consolidated profit and loss
          statement on that date, a copy of which has heretofore been delivered
          to Bank by Borrowers, and all other statements and data submitted in
          writing by Borrowers to Bank in connection with this request for
          credit are true and correct, and said balance sheet and profit and
          loss statement truly present the financial condition of Borrowers as
          of the date thereof and the results of the operations of Borrowers for
          the period covered thereby, and have been prepared in accordance with
          generally accepted accounting principles on a basis consistently
          maintained. Since such date, there have been no material adverse
          changes in the financial condition or business of Borrowers. Borrowers
          have no knowledge of any liabilities, contingent or otherwise, at
          such date not reflected in said balance sheet, and Borrowers have not
          entered into any special commitments or substantial contracts which
          are not reflected in said balance sheet, other than in the ordinary
          and normal course of its business, which may have a material adverse
          effect upon its financial condition, operations or business as now
          conducted.

     c.   TRADEMARKS, PATENTS. Borrowers, as of the date hereof, possesses all
          necessary trademarks, trade names, copyrights, patents, patent rights,
          and licenses to conduct its business as now operated, without any
          known conflict with valid trademarks, trade names, copyrights patents
          and license rights of others.


<PAGE>

     d.   TAX STATUS. Borrowers have no liability for any delinquent state,
          local or federal taxes, and, if Borrowers have contracted with any
          government agency, Borrowers have no liability for re-negotiation of
          profits.

3.   Borrowers agree that so long as they are indebted to Bank, or so long as 
     Bank has any obligation to extend credit to Borrowers, they WILL NOT, 
     without Bank's WRITTEN CONSENT:

     a.   TYPE OF BUSINESS, MANAGEMENT. Make any substantial change in the
          character of their business; or make any change in its executive
          management.

     b.   OUTSIDE INDEBTEDNESS. Create, incur, assume or permit to exist any
          indebtedness for borrowed moneys other than loans from Bank except
          obligations now existing as shown in financial statement dated March
          31, 1998, excluding those being refinanced by Bank; or sell or
          transfer, either with or without recourse, any accounts or notes
          receivable or any moneys due to become due.

     c.   LIENS AND ENCUMBRANCES. Create, incur, assume any mortgage, pledge,
          encumbrance, lien or charge of any kind (including the charge upon
          property at any time purchased or acquired under conditional sale or
          other title retention agreement) upon any asset now owned or hereafter
          acquired by them, other than liens for taxes not delinquent and liens
          in Bank's favor.

     d.   LOANS, INVESTMENTS, SECONDARY LIABILITIES. Make any loans or advances
          to any person or other entity other than in the normal and ordinary
          course of their business as now conducted or make any investment in
          the securities of any person or other entity other than the United
          States Government; or guarantee or otherwise become liable upon the
          obligation of any person or other entity, except by endorsement of
          negotiable instruments for deposit or collection in the ordinary and
          normal course of their business.

     e.   ACQUISITION OR SALE OF BUSINESS; MERGER OR CONSOLIDATION. Purchase or
          otherwise acquire the assets or business of any person or other
          entity; or liquidate, dissolve, merge or consolidate, or commence any
          proceedings therefore; or sell any assets except in the ordinary and
          normal course of their business as now conducted; or sell, lease,
          assign, or transfer any substantial part of their business or fixed
          assets, or any property or other assets necessary for the continuance
          of their business as now conducted, including without limitation the
          selling of any property or other asset accompanied by leasing back of
          same.

4.   Should there be a default under the Security and Loan Agreement, the
     General Security Agreement or under the Note, all obligations, loans and
     liabilities of Borrowers to Bank, due or to become due, whether now
     existing or hereafter arising, shall at the option of the Bank, become
     immediately due and payable without notice or demand, and Bank shall
     thereupon have the right to exercise all of its default rights and
     remedies.

5.   Pursuant to the provisions in the Security and Loan Agreement and this
     exhibit, Eligible Accounts shall only include such accounts as Bank in its
     sole discretion shall determine are eligible from time to time. Advance
     rates for eligible accounts will be as follows:

<TABLE>
<CAPTION>
                                   Domestic
                                   --------
     <S>                           <C>
     Imaging Technology Corp.      80%
     PCPI Technologies Corp.       80%
     Prima International Corp.     80%
     Newgen Imaging Systems Corp.  70%
</TABLE>

     "Eligible Accounts" shall also NOT include any of the following:

     a.   Accounts with respect to which the account debtor is an officer,
          director, shareholder, employee, subsidiary or affiliate of any
          Borrower

<PAGE>

     b.   Accounts with respect to which 25% or more of the account debtor's
          total accounts or obligations outstanding to any Borrower are more
          than 90 days from invoice date.

     c.   For accounts representing more than 20% of total accounts receivable,
          the balance in excess of the 20% is not eligible. However, the Bank
          may deem, at its sole discretion, the entire amount, or any portion
          thereof, eligible.

     d.   Credit balances greater than 90 days from invoice date.

     d.   Government receivables, unless assigned to the Bank.

     f.   All accounts sold to and purchased from a company of common
          name/ownership, whereby a potential offset exists.

     g.   Accounts over 90 calendar days from invoice date.

     h.   Consignment or guaranteed sales.

     i.   Bill and hold accounts.

     j.   Equipment rental offsets.

     k.   Collection accounts.

     l.   C.O.D. accounts more than 30 days from invoice date.

6.   Borrower may borrow against eligible inventory deemed acceptable to Bank,
     up to a $1,750,000 sublimit within the line of credit, not to exceed 50% of
     the balance outstanding on the line of credit, contingent upon Borrowing
     Base availability, and substantiated by monthly inventory certification
     submitted by Borrower to Bank. Eligible Inventory shall only include
     Inventory as Bank in its sole discretion shall determine are eligible from
     time to time. The advance rate on eligible inventory will be as follows:

<TABLE>
<CAPTION>
                                   Domestic
                                   --------
     <S>                           <C>
     Imaging Technology Corp.      0%
     PCPI Technologies Corp.       0%
     Prima International Corp.     0%
     Newgen Imaging Systems Corp.  40%
</TABLE>

     Inventory eligible for advance under the Security and Loan agreement shall
     NOT include the following:

     a.   any Inventory which is not located in the United States;

     b.   any demonstration Inventory or Inventory sold on consignment;

     c.   any Inventory consisting of proprietary software;

     d.   any Inventory which is damaged, obsolete, returned, defective,
          recalled or unfit for further processing;

     e.   any Inventory which has been previously exported from the United
          States;

     f.   any Inventory which constitutes defense articles or defense services;

     g.   any Inventory which would result in an ineligible Account;

     h.   Inventory reserve amounts;

<PAGE>

     i.   Inventory not insured, naming Bank loss payee;

     j.   Inventory with no liquidation value due to various causes, i.e.,
          service requirements, warranty requirements, etc.;

     k.   Inventory located in areas making it difficult to verify its
          existence, or which will cause undue expense in liquidation due to
          transportation costs, or other logistical reasons;

     l.   Inventory other than finished goods (i.e. raw materials and work in
          process).

7.   All financial covenants and financial information referenced herein shall
     be interpreted and prepared in accordance with generally accepted
     accounting principles applied on a basis consistent with previous years.
     Compliance with financial covenants shall be calculated and monitored on a
     quarterly basis. All financial reports and statements and calculation of
     financial covenants will be on a consolidated basis.

8.   Borrowers affirmatively covenant that so long as any loans, obligations or
     liabilities remain outstanding or unpaid to Bank, or so long as Bank has
     any obligation to extend credit to Borrowers, they WILL:

     a.   Have and maintain a minimum effective tangible net worth (meaning net
          worth plus subordinated debt, less intangible assets including but not
          limited to goodwill, patents, copyrights, and organization expenses),
          of not less than $12,500,000 beginning with the period ending 6/30/98.

     b.   Have and maintain a trading ratio trading assets (accounts receivable
          and inventory) to trading liabilities (accounts payable and bank lines
          outstanding) of at least 1.30 to 1.00 beginning with the period ending
          6/30/98, and thereafter.

     c.   Have and maintain a maximum ratio of total debt (less subordinated
          debt), to tangible net worth (plus subordinated debt) not to exceed
          1.75 to 1.00, beginning with the period ending 6/30/97, and
          thereafter.

     d.   Have and maintain trading capital (trading assets minus trading
          liabilities as defined in pp.8b above) of not less than $6,000,000 for
          the period ending 6/30/98, and thereafter.

     e.   Have and maintain a minimum debt service coverage (EBIDA/P&I) of
          2.50:1.

     f.   Borrowers shall maintain all significant bank accounts and banking
          relationship with Bank.

     g.   Within 10 days from each month-end, deliver to Bank an accounts
          receivable aging reconciled to the general ledger of Borrower's, a
          detailed accounts payable aging reconciled to the Borrower's general
          ledger and setting forth the amount of any book overdraft or the
          amount of checks issued but not sent, and an inventory certification
          outlining both inventory composition and activity for the month. All
          the foregoing will be in form satisfactory to the Bank. Also provide
          the Bank on a quarterly basis or more frequent if demanded by Bank, a
          complete address list of all active customers.

     h.   Within 45 days after the end of each quarter end, deliver to Bank a
          profit and loss statement and a balance sheet in form satisfactory to
          Bank all certified by an officer of Borrowers.

     i.   Within 90 days after end of Borrower's fiscal year, deliver to Bank
          the same financial statements as otherwise provided quarterly together
          with Changes in Financial Position Statement, reviewed by an
          independent certified public accountant selected by Borrower but
          acceptable to Bank.


<PAGE>

     j.   RIGHTS AND FACILITIES. Maintain and preserve all rights, franchises
          and other authority adequate for the conduct of its business; maintain
          its properties, equipment and facilities in good order and repair;
          conduct its business in an orderly manner without voluntary
          interruption and, if a corporation or partnership, maintain and
          preserve its existence.

     k.   INSURANCE. Maintain public liability, property damage and workers'
          compensation insurance and insurance on all its insurable property
          against fire and other hazards with responsible insurance carriers to
          the extent usually maintained by similar businesses. Borrower shall
          provide evidence of property insurance in amounts and types acceptable
          to the Bank. Bank to be named as loss payee.

     l.   TAXES AND OTHER LIABILITIES. Pay and discharge, before the same become
          delinquent and before penalties accrue thereon, all taxes, assessments
          and governmental changes upon or against it or any of its properties,
          and any of its liabilities at any time existing, except to the extent
          and so long as:

          (a)  The same are being contested in good faith and by appropriate
               proceedings in such manner as not to cause any material adverse
               effect upon its financial condition or the loss of any right of
               redemption from any sale thereunder; and

          (b)  It shall have set aside on its books reserves (segregated to the
               extent required by generally accepted accounting practice) deemed
               adequate with respect thereto.

     m.   RECORDS AND REPORTS. Maintain a standard and modem system of
          accounting in accordance with generally accepted accounting principles
          on a basis consistently maintained; permit Bank's representatives to
          have access to, and to examine its properties, books and records at
          all reasonable times.

9.   INTEREST RATE. The rate of interest applicable to the Loan Accounts shall
     be .75% above the rate of interest which Bank has announced as its prime
     lending rate ("Prime Rate") which shall vary concurrently with any change
     in such Prime Rate. Interest shall be computed at the above rate on the
     basis of the actual number of days during which the principal balance of
     the Loan Account is outstanding divided by 360, which shall, for interest
     computation purposes, be considered one year. Bank at its option may demand
     payment of any or all of the amount due under the Loan Account including
     accrued but unpaid interest, at any time. Notice of such demand may be
     given verbally or in writing and should be effective upon receipt by
     Borrower. The default rate of interest shall be five percent per year in
     excess of the rate otherwise applicable.

10.  NOTICE OF DEFAULT. Borrowers shall promptly notify Bank in writing of the
     occurrence of any event of default hereunder or any event which upon notice
     and lapse of time would be an event of default.

11.  JOINT AND SEVERAL LIABILITY OF BORROWERS. The liability of each Borrower
     under the Security and Loan Agreement, this Addendum and all other
     documents executed pursuant to the transaction contemplated herein is join
     and several. Discharge of any Borrower except for full payment, or any
     extension, forbearance, change of rate of interest, or acceptance, release
     or substitution of any Collateral, or any impairment or suspension of
     Bank's rights against any Borrower, or any transfer of a Borrower's
     interest to another shall not affect the liability of any other Borrower.
     All Borrowers waive: (a) any right to require the Bank to proceed against
     any Borrower before any other, or to pursue any other remedy; (b)
     presentment, protest and notice of protest, demand and notice of
     nonpayment, demand or performance, notice of sale and advertisement of
     sale; (c) any right to the benefit of or to direct the application of any
     Collateral until all obligations of Borrowers to Bank are repaid in full;
     (d) any and all right of subrogation to Bank until all obligations of
     Borrowers to Bank are repaid in full.

<PAGE>

12.  MISCELLANEOUS PROVISIONS. Failure or Indulgence Not Waiver. No failure or
     delay on the part of Bank or any holder of Notes issued hereunder, in the
     exercise of any power, right or privilege hereunder shall operate as a
     waiver thereof, nor shall any single or partial exercise thereof or of any
     other right, power or privilege. All rights and remedies existing under
     this agreement or any not issued in connection with a loan that Bank may
     make hereunder are cumulative to, not exclusive of, any rights or remedies
     otherwise available.

13.  The terms and conditions of this Addendum and the Security and Loan
     Agreement extend to all obligations of Borrower to Bank and the Borrower
     agrees to comply with all such terms and conditions until all obligations
     of Borrower to Bank are repaid in full. Should there be a default under the
     Security and Loan Agreement, this Addendum, any General Security Agreement
     executed by Borrower, under any note executed by Borrower, or under any
     other obligations of Borrower to Bank, or the provisions of any documents
     executed by Borrower in relation to any such obligation (and Borrower shall
     have failed to cure such default within any applicable cure period), all
     obligations, loans and liabilities of Borrower to Bank, due or to become
     due, whether now existing or hereafter arising, shall at the option of the
     Bank, become immediately due and payable without notice or demand, and Bank
     shall thereupon have the right to exercise all of its default rights and
     remedies.

14.  This Addendum is executed by and on behalf of the parties as of the date
     first above written.

IMAGING TECHNOLOGIES CORPORATION, "BORROWER"


BY: /s/ Brian Bonar
   --------------------------

TITLE: CEO
      -----------------------

BY: /s/ Gerry Berg
   --------------------------

TITLE: VICE PRESIDENT
      -----------------------


PRIMA INTERNATIONAL "BORROWER"

BY: /s/ Brian Bonar
   --------------------------

TITLE: CEO
      -----------------------

BY: /s/ Gerry Berg
   --------------------------

TITLE: VICE PRESIDENT
      -----------------------


NEWGEN SYSTEMS ACQUISITIONS CORPORATION, "BORROWER"

BY: /s/ Brian Bonar
   --------------------------

TITLE: CEO
      -----------------------

BY: /s/ Gerry Berg
   --------------------------

TITLE: VICE PRESIDENT
      -----------------------

<PAGE>

ITEC EUROPE LIMITED, "BORROWER"

BY: /s/ Brian Bonar
   --------------------------

TITLE: CEO
      -----------------------

BY: /s/ Gerry Berg
   --------------------------

TITLE: VICE PRESIDENT
      -----------------------


AMT ACCEL UK LIMITED, "BORROWER"

BY: /s/ Brian Bonar
   --------------------------

TITLE: CEO
      -----------------------

BY: /s/ Gerry Berg
   --------------------------

TITLE: VICE PRESIDENT
      -----------------------


McMICAN CORP., "BORROWER"

BY: /s/ Brian Bonar
   --------------------------

TITLE: CEO
      -----------------------

BY: /s/ Gerry Berg
   --------------------------

TITLE: VICE PRESIDENT
      -----------------------


COLOR SOLUIONS, INC. "BORROWER"

BY: /s/ Brian Bonar
   --------------------------

TITLE: CEO
      -----------------------

BY: /s/ Gerry Berg
   --------------------------

TITLE: VICE PRESIDENT
      -----------------------

IMPERIAL BANK "BANK"

BY: /s/ Brian Bonar
   --------------------------

TITLE: VICE PRESIDENT
      -----------------------