EXHIBIT 10(x)

THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN  AVAILABLE   EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                        IMAGING TECHNOLOGIES CORPORATION

                           Expires September 21, 2006


No. W-1                                                       New York, New York

                                                              September 21, 2001


    FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the
undersigned, IMAGING TECHNOLOGIES CORPORATION, a Delaware corporation (together
with its successors and assigns, the "Issuer"), hereby certifies that

                         STONESTREET LIMITED PARTNERSHIP

or its registered assigns is entitled to subscribe for and purchase,  during the
period specified in this Warrant, up to 11,278,195 shares (subject to adjustment
as hereinafter provided) of the duly authorized,  validly issued, fully paid and
non-assessable  Common Stock of the Issuer, at an exercise price per share equal
to the Warrant Price then in effect,  subject,  however,  to the  provisions and
upon the terms and conditions  hereinafter set forth.  Capitalized terms used in
this Warrant and not otherwise defined herein shall have the respective meanings
specified in Section 8 hereof.

     1. Term.  The right to subscribe  for and purchase  shares of Warrant Stock
represented  hereby  shall  commence on October ---- 9, 2001 and shall expire at
5:00 p.m.,  New York City time,  on  September  21, 2006 (such  period being the
"Term").

     2.  Method of  Exercise  Payment:  Issuance of New  Warrant:  Transfer  and
Exchange.

     (a) Time of Exercise.  The purchase rights  represented by this Warrant may
be  exercised  in whole or in part at any time and from time to time  during the
Term commencing on October 9, 2001.

     (b) Method of Exercise.  The Holder hereof may exercise  this  Warrant,  in
whole or in part,  by the  surrender  of this Warrant  (with the  exercise  form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment  to the  Issuer  of an  amount of  consideration  therefor  equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of  Warrant  Stock  with  respect  to which  this  Warrant  is then being
exercised, payable by certified or official bank check.

     (c)  Issuance of Stock  Certificates.  In the event of any  exercise of the
rights  represented by this Warrant in accordance  with and subject to the terms
and  conditions  hereof,  (i)  certificates  for the shares of Warrant  Stock so
purchased  shall be dated the date of such  exercise and delivered to the Holder
hereof within a reasonable  time,  not  exceeding  three Trading Days after such
exercise,  and the  Holder  hereof  shall be deemed for all  purposes  to be the
Holder  of the  shares  of  Warrant  Stock so  purchased  as of the date of such
exercise,  and (ii) unless this Warrant has expired, a new Warrant  representing
the  number of shares of  Warrant  Stock,  if any,  with  respect  to which this
Warrant shall not then have been exercised  (less any amount thereof which shall
have been  cancelled  in  payment or partial  payment  of the  Warrant  Price as
hereinabove  provided) shall also be issued to the Holder hereof at the Issuer's
expense within such time.

     (d)  Transferability  of Warrant.  This Warrant may not be transferred by a
Purchaser without the prior written consent of the Company,  such consent not to
be unreasonably  withheld. If transferred pursuant to this paragraph and subject
to the  provisions  of  subsection  (e) of this  Section 2, this  Warrant may be
transferred on the

<PAGE>

books of the  Issuer  by the  Holder  hereof  in  person  or by duly  authorized
attorney,  upon surrender of this Warrant at the principal office of the Issuer,
properly  endorsed (by the Holder  executing an  assignment in the form attached
hereto) and upon payment of any  necessary  transfer  tax or other  governmental
charge imposed upon such transfer. This Warrant is exchangeable at the principal
office of the Issuer for Warrants for the purchase of the same aggregate  number
of shares of Warrant Stock,  each new Warrant to represent the right to purchase
such number of shares of Warrant Stock as the Holder  hereof shall  designate at
the time of such exchange.  All Warrants  issued on transfers or exchanges shall
be dated the Original Issue Date and shall be identical with this Warrant except
as to the number of shares of Warrant Stock issuable pursuant hereto.

     (e)  Compliance with Securities Laws.

          (i) The Holder of this  Warrant,  by acceptance  hereof,  acknowledges
     that this  Warrant  and the  shares  of  Warrant  Stock to be  issued  upon
     exercise  hereof are being acquired solely for the Holder's own account and
     not as a nominee  for any other  party,  and for  investment,  and that the
     Holder will not offer,  sell or  otherwise  dispose of this  Warrant or any
     shares of Warrant Stock to be issued upon exercise  hereof except  pursuant
     to an effective registration  statement, or an exemption from registration,
     under the Securities Act and any applicable state securities laws.

          (ii) Except as provided in paragraph (iii) below, this Warrant and all
     certificates  representing  shares of Warrant  Stock  issued upon  exercise
     hereof shall be stamped or  imprinted  with a legend in  substantially  the
     following form:

               THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED WITH
          THE SECURITIES  AND EXCHANGE  COMMISSION IN RELIANCE UPON AN EXEMPTION
          FROM  REGISTRATION  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
          "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
          PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES
          ACT OR PURSUANT TO AN AVAILABLE  EXEMPTION  FROM,  OR IN A TRANSACTION
          NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

          (iii)  The  restrictions  imposed  by this  subsection  (e)  upon  the
     transfer of this  Warrant and the shares of Warrant  Stock to be  purchased
     upon exercise hereof shall  terminate (A) when such  securities  shall have
     been effectively registered under the Securities Act, (B) upon the Issuer's
     receipt  of an  opinion  of  counsel,  in  form  and  substance  reasonably
     satisfactory to the Issuer, addressed to the Issuer to the effect that such
     restrictions  are  no  longer  required  to  ensure   compliance  with  the
     Securities  Act  or  (C)  upon  the  Issuer's  receipt  of  other  evidence
     reasonably  satisfactory  to  the  Issuer  that  such  registration  is not
     required.  Whenever such  restrictions  shall cease and terminate as to any
     such  securities,  the Holder thereof shall be entitled to receive from the
     Issuer (or its transfer agent and  registrar),  without expense (other than
     applicable transfer taxes, if any), new Warrants (or, in the case of shares
     of Warrant  Stock,  new stock  certificates)  of like tenor not bearing the
     applicable  legends  required  by  paragraph  (ii)  above  relating  to the
     Securities Act and state securities laws.

     (f) Continuing Rights of Holder.  The Issuer will, at the time of or at any
time after each exercise of this Warrant,  upon the request of the Holder hereof
or of any shares of Warrant  Stock  issued upon such  exercise,  acknowledge  in
writing  the  extent,  if any, of its  continuing  obligation  to afford to such
Holder all rights to which such Holder shall  continue to be entitled after such
exercise in accordance with the terms of this Warrant, provided that if any such
Holder  shall fail to make any such  request,  the failure  shall not affect the
continuing obligation of the Issuer to afford such rights to such Holder.

     3. Stock Fully Paid: Reservation and Listing of Shares: Covenants.

     (a) Stock Fully Paid. The Issuer represents, warrants, covenants and agrees
that all shares of Warrant  Stock which may be issued upon the  exercise of this
Warrant or otherwise hereunder will, upon issuance, be duly authorized,  validly
issued, fully paid and non-assessable and free from all taxes, liens and charges
created by or through  Issuer.  The Issuer  further  covenants  and agrees  that
during the period within which this Warrant may be exercised, the Issuer will at
all times  have  authorized  and  reserved  for the  purpose  of the issue  upon
exercise  of this  Warrant a  sufficient  number  of  shares of Common  Stock to
provide for the exercise of this Warrant.

     (b) Reservation.  If any shares of Common Stock required to be reserved for
issuance  upon  exercise  of this  Warrant or as  otherwise  provided  hereunder
require registration or qualification with any governmental  authority under any
federal or state law before  such  shares may be so issued,  the Issuer  will in
good faith use its best efforts as  expeditiously  as possible at its expense to
cause such shares to be duly  registered or qualified.  If the Issuer shall list
any shares of Common Stock on any securities  exchange or market it will, at its
expense,  list thereon,  maintain and increase when necessary such listing,  of,
all  shares of Warrant  Stock from time to time  issued  upon  exercise  of this
Warrant or as otherwise provided hereunder, and, to the extent permissible under
the applicable  securities  exchange rules, all unissued shares of Warrant Stock
which are at any time issuable hereunder,  so long as any shares of Common Stock
shall be so listed. The Issuer will also so list on each securities  exchange or
market, and will maintain such listing of, any other securities which the Holder
of this  Warrant  shall be entitled to receive upon

<PAGE>

the  exercise of this  Warrant if at the time any  securities  of the same class
shall be listed on such securities exchange or market by the Issuer.

     (c)  Covenants.  The  Issuer  shall not by any  action  including,  without
limitation,  amending the  Certificate  of  Incorporation  or the by-laws of the
Issuer,  or through  any  reorganization,  transfer  of  assets,  consolidation,
merger,  dissolution,  issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such  actions as may be  necessary  or  appropriate  to
protect  the  rights  of the  Holder  hereof  against  dilution  (to the  extent
specifically provided herein) or impairment.  Without limiting the generality of
the  foregoing,  the Issuer  will (i) not permit the par value,  if any,  of its
Common  Stock to exceed  the then  effective  Warrant  Price,  (ii) not amend or
modify any  provision  of the  Certificate  of  Incorporation  or by-laws of the
Issuer  in any  manner  that  would  adversely  affect  in any way  the  powers,
preferences or relative  participating,  optional or other special rights of the
Common  Stock or which would  adversely  affect the rights of the Holders of the
Warrants,  (iii) take all such action as may be  reasonably  necessary  in order
that the Issuer may  validly  and  legally  issue  fully paid and  nonassessable
shares of Common Stock,  free and clear of any liens,  claims,  encumbrances and
restrictions  (other than as provided herein) upon the exercise of this Warrant,
and (iv) use its best efforts to obtain all such  authorizations,  exemptions or
consents from any public regulatory body having  jurisdiction  thereof as may be
reasonably  necessary to enable the Issuer to perform its obligations under this
Warrant.

     (d)  Loss,  Theft,  Destruction  of  Warrants.  Upon  receipt  of  evidence
satisfactory to the Issuer of the ownership of and the loss, theft,  destruction
or  mutilation  of any  Warrant  and,  in the  case of any such  loss,  theft or
destruction,  upon receipt of indemnity or security  satisfactory  to the Issuer
or, in the case of any such mutilation,  upon surrender and cancellation of such
Warrant,  the  Issuer  will  make and  deliver,  in lieu of such  lost,  stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

     (e) Rights and Obligations  under the Registration  Rights  Agreement.  The
Warrant  Stock are  entitled  to the  benefits  and  subject to the terms of the
Registration  Rights Agreement dated as of even date herewith between the Issuer
and the Holders  listed on the signature  pages thereof (as amended from time to
time, the "Registration Rights Agreement"). The Issuer shall keep or cause to be
kept a copy of the Registration Rights Agreement, and any amendments thereto, at
its chief executive office and shall furnish,  without charge, copies thereof to
the Holder upon request.

     4.  Adjustment of Warrant  Price and Warrant  Share Number.  The number and
kind of Securities purchasable upon the exercise of this Warrant and the Warrant
Price shall be subject to  adjustment  from time to time upon the  happening  of
certain events as follows:

     (a)  Recapitalization,   Reorganization,  Reclassification,  Consolidation,
Merger or Sale.  (i) In case the Issuer after the  Original  Issue Date shall do
any of the following (each, a "Triggering  Event") (a) consolidate with or merge
into any other  Person and the Issuer shall not be the  continuing  or surviving
corporation of such  consolidation or merger,  or (b) permit any other Person to
consolidate with or merge into the Issuer and the Issuer shall be the continuing
or surviving Person but, in connection with such  consolidation  or merger,  any
Capital Stock of the Issuer shall be changed into or exchanged for Securities of
any  other  Person  or  cash  or any  other  property,  or (c)  transfer  all or
substantially all of its properties or assets to any other Person, or (d) effect
a capital  reorganization or reclassification of its Capital Stock, then, and in
the case of each such Triggering Event,  proper provision shall be made so that,
upon the basis and the terms and in the manner  provided  in this  Warrant,  the
Holder of this Warrant  shall be entitled  (x) upon the  exercise  hereof at any
time after the consummation of such Triggering Event, to the extent this Warrant
is not exercised  prior to such  Triggering  Event, or is redeemed in connection
with such  Triggering  Event,  to receive at the Warrant  Price in effect at the
time  immediately  prior to the consummation of such Triggering Event in lieu of
the Common  Stock  issuable  upon such  exercise of this  Warrant  prior to such
Triggering  Event, the Securities,  cash and property to which such Holder would
have been entitled upon the consummation of such Triggering Event if such Holder
had exercised the rights represented by this Warrant  immediately prior thereto,
subject to adjustments  and increases  (subsequent to such corporate  action) as
nearly  equivalent  as possible  to the  adjustments  provided  for in Section 4
hereof or (y) to sell this Warrant  (or, at such  Holder's  election,  a portion
hereof) to the Person continuing after or surviving such Triggering Event, or to
the Issuer (if Issuer is the  continuing  or surviving  Person) at a sales price
equal to the amount of cash, property and/or Securities to which a holder of the
number of shares of Common Stock which would  otherwise have been delivered upon
the exercise of this Warrant would have been entitled upon the effective date or
closing of any such  Triggering  Event  (the  "Event  Consideration"),  less the
amount or portion of such Event  Consideration  having a fair value equal to the
aggregate  Warrant  Price  applicable  to this Warrant or the portion  hereof so
sold.

     (ii)  Notwithstanding  anything  contained in this Warrant to the contrary,
the  Issuer  will  not  effect  any  Triggering  Event  unless,   prior  to  the
consummation  thereof, each Person (other than the Issuer) which may be required
to deliver any Securities, cash or property upon the exercise of this Warrant as
provided herein shall assume, by written instrument delivered to, and reasonably
satisfactory  to, the Holder of this Warrant,  (A) the

<PAGE>

obligations  of the Issuer under this  Warrant (and if the Issuer shall  survive
the consummation of such Triggering  Event, such assumption shall be in addition
to, and shall not release the Issuer from,  any  continuing  obligations  of the
Issuer under this Warrant) and (B) the obligation to deliver to such Holder such
shares of  Securities,  cash or property as, in  accordance  with the  foregoing
provisions of this subsection (a), such Holder shall be entitled to receive, and
such Person shall have similarly  delivered to such Holder an opinion of counsel
for such Person, which counsel shall be reasonably  satisfactory to such Holder,
stating that this Warrant shall thereafter continue in full force and effect and
the terms hereof (including,  without limitation,  all of the provisions of this
subsection  (a)) shall be applicable to the  Securities,  cash or property which
such Person may be required to deliver  upon any exercise of this Warrant or the
exercise of any rights pursuant hereto.

     (iii) If with respect to any Triggering  Event,  the Holder of this Warrant
has  exercised its right as provided in clause (y) of  subparagraph  (i) of this
subsection (a) to sell this Warrant or a portion thereof, the Issuer agrees that
as a condition to the consummation of any such Triggering Event the Issuer shall
secure such right of Holder to sell this Warrant to the Person  continuing after
or  surviving  such  Triggering  Event and the Issuer  shall not effect any such
Triggering Event unless upon or prior to the consummation thereof the amounts of
cash, property and/or Securities required under such clause (y) are delivered to
the Holder of this Warrant. The obligation of the Issuer to secure such right of
the Holder to sell this Warrant  shall be subject to such  Holder's  cooperation
with  the  Issuer,  including,  without  limitation,  the  giving  of  customary
representations  and  warranties to the  purchaser in  connection  with any such
sale.  Prior notice of any Triggering Event shall be given to the Holder of this
Warrant in accordance with Section 11 hereof.

     (b) Subdivision or Combination of Shares.  If the Issuer, at any time while
this  Warrant is  outstanding,  shall  subdivide or combine any shares of Common
Stock,  (i) in case of  subdivision  of  shares,  the  Warrant  Price  shall  be
proportionately reduced (as at the effective date of such subdivision or, if the
Issuer  shall take a record of Holders of its Common Stock for the purpose of so
subdividing,  as at the applicable record date, whichever is earlier) to reflect
the  increase in the total  number of shares of Common  Stock  outstanding  as a
result of such subdivision,  or (ii) in the case of a combination of shares, the
Warrant Price shall be  proportionately  increased (as at the effective  date of
such  combination or, if the Issuer shall take a record of Holders of its Common
Stock  for the  purpose  of so  combining,  as at the  applicable  record  date,
whichever is earlier) to reflect the  reduction in the total number of shares of
Common Stock outstanding as a result of such combination.

     (c) Certain Dividends and  Distributions.  If the Issuer, at any time while
this Warrant is outstanding, shall:

          (i) Stock Dividends. Pay a dividend in, or make any other distribution
     to its stockholders (without  consideration  therefor) of, shares of Common
     Stock, the Warrant Price shall be adjusted, as at the date the Issuer shall
     take a record of the Holders of the Issuer's  Capital Stock for the purpose
     of receiving such dividend or other  distribution  (or if no such record is
     taken, as at the date of such payment or other distribution), to that price
     determined by multiplying the Warrant Price in effect  immediately prior to
     such record date (or if no such record is taken,  then immediately prior to
     such payment or other  distribution),  by a fraction  (1) the  numerator of
     which  shall be the total  number of  shares  of Common  Stock  outstanding
     immediately prior to such dividend or distribution, and (2) the denominator
     of which shall be the total  number of shares of Common  Stock  outstanding
     immediately after such dividend or distribution (plus in the event that the
     Issuer paid cash for  fractional  shares,  the number of additional  shares
     which would have been outstanding had the Issuer issued  fractional  shares
     in connection with said dividends); or

          (ii) Other  Dividends.  Pay a dividend on, or make any distribution of
     its  assets  upon or with  respect to  (including,  but not  limited  to, a
     distribution  of its  property  as a  dividend  in  liquidation  or partial
     liquidation  or by way of return of capital),  the Common Stock (other than
     as described in clause (i) of this  subsection  (c)),  or in the event that
     the Company shall offer options or rights to subscribe for shares of Common
     Stock,  or issue any Common  Stock  Equivalents,  to all of its  holders of
     Common  Stock,  then on the record date for such payment,  distribution  or
     offer or, in the  absence of a record  date,  on the date of such  payment,
     distribution or offer,  the Holder shall receive what the Holder would have
     received had it exercised  this  Warrant in full  immediately  prior to the
     record date of such payment,  distribution or offer or, in the absence of a
     record date, immediately prior to the date of such payment, distribution or
     offer.

     (d) Other  Provisions  Applicable to Adjustments  Under this Section 4. The
following  provisions  shall be applicable to the making of  adjustments  in the
Warrant Price hereinbefore provided in Section 4:

          (i) Computation of Consideration.  The  consideration  received by the
     Issuer  shall  be  deemed  to be the  following:  to the  extent  that  any
     Additional  Shares of Common Stock or any Common Stock Equivalents shall be
     issued for a cash consideration,  the consideration  received by the Issuer
     therefor,  or if such  Additional  Shares of Common  Stock or Common  Stock
     Equivalents are offered by the Issuer for  subscription,  the  subscription
     price,  or,  if such  Additional  Shares of  Common  Stock or Common  Stock
     Equivalents are sold to underwriters or dealers for public offering without
     a  subscription  offering,  the  public  offering  price,  in any such case
     excluding  any amounts paid or receivable  for accrued  interest or accrued
     dividends   and  without   deduction   of  any   compensation,   discounts,
     commissions,  or  expenses  paid  or

<PAGE>

     incurred by the Issuer for or in connection with the  underwriting  thereof
     or otherwise in connection with the issue thereof;  to the extent that such
     issuance  shall be for a  consideration  other than cash,  then,  except as
     herein  otherwise  expressly  provided,  the  fair  market  value  of  such
     consideration  at the time of such  issuance as determined in good faith by
     the Board.  The  consideration  for any  Additional  Shares of Common Stock
     issuable   pursuant  to  any  Common   Stock   Equivalents   shall  be  the
     consideration  received  by  the  Issuer  for  issuing  such  Common  Stock
     Equivalents,  plus the additional  consideration payable to the Issuer upon
     the exercise,  conversion or exchange of such Common Stock Equivalents.  In
     case of the issuance at any time of any  Additional  Shares of Common Stock
     or Common Stock Equivalents in payment or satisfaction of any dividend upon
     any class of Capital  Stock of the  Issuer  other than  Common  Stock,  the
     Issuer  shall be  deemed to have  received  for such  Additional  Shares of
     Common  Stock or Common  Stock  Equivalents  a  consideration  equal to the
     amount  of such  dividend  so paid or  satisfied.  In any case in which the
     consideration  to be received  or paid shall be other than cash,  the Board
     shall  notify the Holder of this Warrant of its  determination  of the fair
     market value of such  consideration  prior to payment or accepting  receipt
     thereof.  If, within thirty days after receipt of said notice, the Majority
     Holders  shall  notify  the Board in  writing  of their  objection  to such
     determination,   a   determination   of  the  fair  market  value  of  such
     consideration  shall be made by an  Independent  Appraiser  selected by the
     Majority  Holders with the approval of the Board (which  approval shall not
     be  unreasonably  withheld),  whose fees and expenses  shall be paid by the
     Issuer.

          (ii) Readjustment of Warrant Price. Upon the expiration or termination
     of the right to convert,  exchange or exercise any Common Stock  Equivalent
     the issuance of which effected an adjustment in the Warrant Price,  if such
     Common  Stock  Equivalent  shall  not have  been  converted,  exercised  or
     exchanged in its  entirety,  the number of shares of Common Stock deemed to
     be issued  and  outstanding  by reason of the fact that they were  issuable
     upon  conversion,  exchange or exercise of any such Common Stock Equivalent
     shall no longer be computed as set forth above, and the Warrant Price shall
     forthwith be  readjusted  and  thereafter  be the price which it would have
     been (but  reflecting  any other  adjustments  in the  Warrant  Price  made
     pursuant to the  provisions  of this  Section 4 after the  issuance of such
     Common Stock  Equivalent) had the adjustment of the Warrant Price been made
     in accordance with the issuance or sale of the number of Additional  Shares
     of Common Stock actually  issued upon  conversion,  exchange or issuance of
     such Common Stock  Equivalent  and thereupon  only the number of Additional
     Shares  of Common  Stock  actually  so issued  shall be deemed to have been
     issued and only the consideration actually received by the Issuer (computed
     as in  clause  (i) of this  subsection  (g))  shall be  deemed to have been
     received by the Issuer.

          (iii)  Outstanding  Common Stock. The number of shares of Common Stock
     at any time  outstanding  shall (A) not  include  any shares  thereof  then
     directly or indirectly owned or held by or for the account of the Issuer or
     any of its Subsidiaries,  and (B) be deemed to include all shares of Common
     Stock then  issuable  upon  conversion,  exercise  or  exchange of any then
     outstanding   Common   Stock   Equivalents   or  any  other   evidences  of
     Indebtedness,  shares of Capital Stock or other Securities which are or may
     be at any time  convertible into or exchangeable for shares of Common Stock
     or Other Common Stock.

     (e) Other Action  Affecting  Common Stock. In case after the Original Issue
Date the Issuer shall take any action affecting its Common Stock,  other than an
action  described in any of the  foregoing  subsections  (a) through (d) of this
Section 4,  inclusive,  and the failure to make any adjustment  would not fairly
protect the purchase  rights  represented by this Warrant in accordance with the
essential  intent and  principle of this Section 4, then the Warrant Price shall
be  adjusted  in such  manner  and at such time as the  Board may in good  faith
determine to be equitable in the circumstances.

     (f) Adjustment of Warrant Share Number. Upon each adjustment in the Warrant
Price pursuant to any of the foregoing provisions of this Section 4, the Warrant
Share Number shall be adjusted,  to the nearest one  hundredth of a whole share,
to the product  obtained by  multiplying  the Warrant  Share Number  immediately
prior to such  adjustment in the Warrant  Price by a fraction,  the numerator of
which  shall be the  Warrant  Price  immediately  before  giving  effect to such
adjustment and the  denominator of which shall be the Warrant Price  immediately
after giving effect to such adjustment.  If the Issuer shall be in default under
any  provision  contained in Section 3 of this Warrant so that shares  issued at
the  Warrant  Price  adjusted  in  accordance  with this  Section 4 would not be
validly  issued,  the adjustment of the Warrant Share Number provided for in the
foregoing  sentence  shall  nonetheless  be made and the Holder of this  Warrant
shall be entitled to purchase such greater  number of shares at the lowest price
at which such  shares may then be validly  issued  under  applicable  law.  Such
exercise shall not  constitute a waiver of any claim arising  against the Issuer
by reason of its default under Section 3 of this Warrant.

     (g) Form of Warrant after Adjustments. The form of this Warrant need not be
changed  because of any  adjustments in the Warrant Price or the number and kind
of Securities purchasable upon the exercise of this Warrant.

     5.  Notice of  Adjustments.  Whenever  the Warrant  Price or Warrant  Share
Number  shall be adjusted  pursuant  to Section 4 hereof  (for  purposes of this
Section 5, each an  "adjustment"),  the Issuer  shall cause its Chief  Financial
Officer to prepare  and  execute a  certificate  setting  forth,  in  reasonable
detail,  the event requiring the adjustment,  the amount of the adjustment,  the
method by which such  adjustment was calculated  (including a description of the
basis on which the Board  made any  determination  hereunder),  and the  Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such  certificate  to be delivered to the

<PAGE>

Holder of this Warrant promptly after each  adjustment.  Any dispute between the
Issuer and the Holder of this  Warrant  with respect to the matters set forth in
such certificate may at the option of the Holder of this Warrant be submitted to
one of the national  accounting firms currently known as the "big five" selected
by the Holder,  provided  that the Issuer  shall have ten days after  receipt of
notice  from such Holder of its  selection  of such firm to object  thereto,  in
which case such Holder shall select  another such firm and the Issuer shall have
no such right of  objection.  The firm selected by the Holder of this Warrant as
provided in the  preceding  sentence  shall be  instructed  to deliver a written
opinion as to such  matters to the Issuer and such  Holder  within  thirty  days
after submission to it of such dispute.  Such opinion shall be final and binding
on the parties  hereto.  The fees and expenses of such  accounting firm shall be
paid by the Issuer.

     6. Fractional  Shares. No fractional shares of Warrant Stock will be issued
in connection with and exercise hereof,  but in lieu of such fractional  shares,
the Issuer shall make a cash payment  therefor equal in amount to the product of
the applicable fraction multiplied by the Per Share Market Value then in effect.

     7. Warrant Exercise Restriction.  Notwithstanding  anything to the contrary
set forth in this Warrant, at no time may a holder of this Warrant exercise this
Warrant,  or a portion  hereof,  if the  number of shares of Common  Stock to be
issued  pursuant to such exercise would exceed,  when  aggregated with all other
shares of Common  Stock owned by such holder at such time,  would result in such
holder owning more than 9.99% of all of the Common Stock issued and  outstanding
at such time;  provided,  however,  that upon a holder of this Warrant providing
the Issuer  with 75 days notice  (pursuant  to Section 11 hereof)  (the  "Waiver
Notice")  that such holder  would like to waive  Section 7 of this  Warrant with
regard to any or all  shares of  Common  Stock  issuable  upon  exercise  of the
Warrant, this Section 7 will be of no further force or effect with regard to the
number of shares exercisable  pursuant to the Warrant, or the applicable portion
thereof, referenced in the Waiver Notice.

     8. Definitions.  For the purposes of this Warrant, the following terms have
the following meanings:

          "Additional  Shares of Common  Stock" means all shares of Common Stock
issued by the Issuer  after the  Original  Issue  Date,  and all shares of Other
Common,  if any, issued by the Issuer after the Original Issue Date,  except (i)
Warrant Stock,  (ii) any shares of Common Stock issuable upon  conversion of the
Notes  pursuant  to the  Purchase  Agreement,  (iii) any shares of Common  Stock
issuable upon  conversion of the  promissory  notes and exercise of the warrants
issued  pursuant to the Convertible  Note Purchase  Agreement dated December 12,
2000, (iv) any shares of Common Stock issuable upon conversion of the promissory
note and  exercise  of the  warrant  issued  pursuant  to the  Convertible  Note
Purchase  Agreement dated July 26, 2001, (v) shares of Common Stock to be issued
pursuant to the  Agreement  and Release,  dated March 1, 2001,  by and among the
Issuer, American Industries, Inc. and various other parties thereto, (vi) shares
of Common Stock to be issued pursuant to the Second OEM Amendment, dated October
25, 2000,  between the Issuer and Artifex  Software,  Inc. and (vii)  options or
warrants or rights to purchase stock issued to officers and/or  directors of the
Maker  and any  shares of  Common  Stock  issuable  upon  exercise  of the Stock
Options.

          "Board" shall mean the Board of Directors of the Issuer.

          "Capital Stock" means and includes (i) any and all shares,  interests,
     participations or other equivalents of or interests in (however designated)
     corporate  stock,  including,  without  limitation,  shares of preferred or
     preference  stock,  (ii) all  partnership  interests  (whether  general  or
     limited)  in any  Person  which  is a  partnership,  (iii)  all  membership
     interests or limited  liability  company interests in any limited liability
     company,  and (iv) all equity or  ownership  interests in any Person of any
     other type.

          "Certificate of Incorporation"  means the Certificate of Incorporation
     of the Issuer as in effect on the  Original  Issue Date,  and as  hereafter
     from time to time amended, modified, supplemented or restated in accordance
     with the terms hereof and thereof and pursuant to applicable law.

          "Original Issue Date" means September 21, 2001.

          "Common Stock" means the Common Stock,  $.005 par value, of the Issuer
     and any other Capital Stock into which such stock may hereafter be changed.

          "Common Stock Equivalent"  means any Convertible  Security or warrant,
     option or other right to subscribe for or purchase any Additional Shares of
     Common Stock or any Convertible Security.

          "Convertible  Securities" means the Notes,  evidences of Indebtedness,
     shares of Capital Stock or other Securities which are or may be at any time
     convertible into or exchangeable for Additional Shares of Common Stock. The
     term "Convertible Security" means one of the Convertible Securities.

          "Governmental   Authority"  means  any  governmental,   regulatory  or
     self-regulatory entity, department, body, official, authority,  commission,
     board,  agency or  instrumentality,  whether  federal,  state or local, and
     whether domestic or foreign.

          "Holders"  mean  the  Persons  who  shall  from  time to time  own any
     Warrant. The term "Holder" means one of the Holders.

<PAGE>

          "Independent   Appraiser"  means  a  nationally  recognized  or  major
     regional  investment  banking firm or firm of independent  certified public
     accountants  of recognized  standing  (which may be the firm that regularly
     examines the financial  statements of the Issuer) that is regularly engaged
     in the business of appraising  the Capital Stock or assets of  corporations
     or other  entities  as going  concerns,  and which is not  affiliated  with
     either the Issuer or the Holder of any Warrant.

          "Issuer"   means   Imaging   Technologies   Corporation,   a  Delaware
     corporation, and its successors.

          "Majority   Holders"  means  at  any  time  the  Holders  of  Warrants
     exercisable  for a majority of the shares of Warrant Stock  issuable  under
     the Warrants at the time outstanding.

          "NASDAQ"  means  the  National   Association  of  Securities   Dealers
     Automated Quotation System.

          "Notes" means the convertible  promissory notes issued pursuant to the
     Purchase Agreement.

          "Other  Common"  means any other  Capital  Stock of the  Issuer of any
     class which shall be  authorized at any time after the date of this Warrant
     (other than Common Stock) and which shall have the right to  participate in
     the distribution of earnings and assets of the Issuer without limitation as
     to amount.

          "Person" means an individual,  corporation, limited liability company,
     partnership, joint stock company, trust, unincorporated organization, joint
     venture, Governmental Authority or other entity of whatever nature.

          "Per Share Market Value" means on any particular  date (a) the closing
     bid  price  per  share  of the  Common  Stock  on such  date on The  Nasdaq
     Small-Cap Market,  the Nasdaq National Market or other registered  national
     stock  exchange on which the Common  Stock is then listed or if there is no
     such price on such date,  then the  closing  bid price on such  exchange or
     quotation  system on the date nearest  preceding  such date,  or (b) if the
     Common Stock is not listed then on The Nasdaq Small-Cap Market,  the Nasdaq
     National Market or any registered national stock exchange,  the closing bid
     price  for a share of  Common  Stock  in the  over-the-counter  market,  as
     reported by NASDAQ or in the  National  Quotation  Bureau  Incorporated  or
     similar  organization  or agency  succeeding  to its functions of reporting
     prices) at the close of business on such date,  or (c) if the Common  Stock
     is not then  reported by the National  Quotation  Bureau  Incorporated  (or
     similar  organization  or agency  succeeding  to its functions of reporting
     prices),  then the  average of the "Pink  Sheet"  quotes  for the  relevant
     conversion period, as determined in good faith by the holder, or (d) if the
     Common Stock is not then  publicly  traded the fair market value of a share
     of Common Stock as determined by an Independent  Appraiser selected in good
     faith by the Majority Holders;  provided,  however,  that the Issuer, after
     receipt of the determination by such Independent Appraiser,  shall have the
     right to select an additional  Independent  Appraiser,  in which case,  the
     fair market  value shall be equal to the average of the  determinations  by
     each  such   Independent   Appraiser;   and  provided,   further  that  all
     determinations  of the  Per  Share  Market  Value  shall  be  appropriately
     adjusted  for  any  stock   dividends,   stock  splits  or  other   similar
     transactions  during such period. The determination of fair market value by
     an Independent  Appraiser  shall be based upon the fair market value of the
     Issuer determined on a going concern basis as between a willing buyer and a
     willing seller and taking into account all relevant  factors  determinative
     of value, and shall be final and binding on all parties. In determining the
     fair market value of any shares of Common Stock, no consideration  shall be
     given to any  restrictions  on  transfer  of the  Common  Stock  imposed by
     agreement or by federal or state  securities  laws,  or to the existence or
     absence of, or any limitations on, voting rights.

          "Purchase  Agreement"  means the Convertible  Note Purchase  Agreement
     dated as of  September  21, 2001 among the Issuer and the  purchaser  named
     therein.

          "Registration  Rights  Agreement" has the meaning specified in Section
     3(e) hereof.

          "Securities"  means  any  debt or  equity  securities  of the  Issuer,
     whether now or hereafter  authorized,  any instrument  convertible  into or
     exchangeable for Securities or a Security, and any option, warrant or other
     right to  purchase  or acquire any  Security.  "Security"  means one of the
     Securities.

          "Securities Act" means the Securities Act of 1933, as amended,  or any
     similar federal statute then in effect.

          "Stock  Options"  means  options to  purchase  shares of Common  Stock
     issued by the Issuer on the Original  Issue Date to certain  members of the
     Issuer's senior  management,  as the same may from time to time be amended,
     modified or supplemented in accordance with their terms.

          "Subsidiary"  means any corporation at least 50% of whose  outstanding
     Voting  Stock  shall at the time be owned  directly  or  indirectly  by the
     Issuer or by one or more of its  Subsidiaries,  or by the Issuer and one or
     more of its Subsidiaries.

<PAGE>

          "Trading  Day" means (a) a day on which the Common  Stock is traded on
     The Nasdaq Small-Cap Market, the Nasdaq National Market or other registered
     national stock  exchange on which the Common Stock has been listed,  or (b)
     if the  Common  Stock is not  listed on The Nasdaq  Small-Cap  Market,  the
     Nasdaq National Market or any registered national stock exchange,  a day or
     which  the  Common  Stock is  traded  in the  over-the-counter  market,  as
     reported  by the OTC  Bulletin  Board,  or (c) if the  Common  Stock is not
     quoted on the OTC Bulletin Board, a day on which the Common Stock is quoted
     in the over-the-counter market as reported by the National Quotation Bureau
     Incorporated  (or  any  similar   organization  or  agency  succeeding  its
     functions of reporting prices);  provided,  however, that in the event that
     the Common  Stock is not listed or quoted as set forth in (a),  (b) and (c)
     hereof, then Trading Day shall mean any day except Saturday, Sunday and any
     day which shall be a legal holiday or a day on which  banking  institutions
     in the  State  of New  York  are  authorized  or  required  by law or other
     government action to close.

          "Term" has the meaning specified in Section 1 hereof.

          "Voting  Stock",  as applied to the Capital Stock of any  corporation,
     means Capital  Stock of any class or classes  (however  designated)  having
     ordinary  voting power for the election of a majority of the members of the
     Board of Directors (or other  governing  body) of such  corporation,  other
     than Capital  Stock having such power only by reason of the  happening of a
     contingency.

          "Warrants" means the Warrants issued and sold pursuant to the Purchase
     Agreement,  including,  without  limitation,  this  Warrant,  and any other
     warrants of like tenor issued in  substitution  or exchange for any thereof
     pursuant to the  provisions of Section 2(c),  2(d) or 2(e) hereof or of any
     of such other Warrants.

          "Warrant Price" means  initially  $.038, as such price may be adjusted
     from time to time as shall result from the adjustments specified in Section
     4 hereof.

          "Warrant  Share  Number"  means at any time the  aggregate  number  of
     shares of Warrant  Stock which may at such time be purchased  upon exercise
     of this Warrant, after giving effect to all prior adjustments and increases
     to such number made or required to be made under the terms hereof.

          "Warrant  Stock"  means  Common Stock  issuable  upon  exercise of any
     Warrant or  Warrants  or  otherwise  issuable  pursuant  to any  Warrant or
     Warrants.

     8. Other Notices. In case at any time:

                    (A)  the Issuer shall make any  distributions to the holders
                         of Common Stock; or

                    (B)  the Issuer shall  authorize the granting to all holders
                         of its  Common  Stock of  rights  to  subscribe  for or
                         purchase any shares of Capital Stock of any class or of
                         any Common Stock Equivalents or Convertible  Securities
                         or other rights; or

                    (C)  there  shall  be any  reclassification  of the  Capital
                         Stock of the Issuer; or

                    (D)  there  shall  be  any  capital  reorganization  by  the
                         Issuer; or

                    (E)  there  shall  be  any  (i)   consolidation   or  merger
                         involving  the Issuer or (ii) sale,  transfer  or other
                         disposition of all or substantially all of the Issuer's
                         property,  assets or business (except a merger or other
                         reorganization   in  which  the  Issuer  shall  be  the
                         surviving  corporation  and its shares of Capital Stock
                         shall  continue to be  outstanding  and  unchanged  and
                         except a consolidation, merger, sale, transfer or other
                         disposition involving a wholly-owned Subsidiary); or

                    (F)  there shall be a voluntary or involuntary  dissolution,
                         liquidation  or winding-up of the Issuer or any partial
                         liquidation of the Issuer or distribution to holders of
                         Common Stock;

then, in each of such cases,  the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer  shall close or a record  shall
be taken for such dividend,  distribution  or  subscription  rights or (ii) such
reorganization,    reclassification,    consolidation,    merger,   disposition,
dissolution,  liquidation or  winding-up,  as the case may be, shall take place.
Such notice also shall  specify the date as of which the holders of Common Stock
of record shall  participate  in such  dividend,  distribution  or  subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation, merger, disposition,  dissolution, liquidation
or  winding-up,  as the case may be. Such notice  shall be given at least twenty
days prior to the action in question  and not less than twenty days prior to the
record  date or the date on which the  Issuer's  transfer  books  are  closed in
respect thereto.  The Issuer shall give to the Holder notice of

<PAGE>

all meetings  and actions by written  consent of its  stockholders,  at the same
time in the same manner as notice of any meetings of stockholders is required to
be given to  stockholders  who do not waive such notice (or, if such requires no
notice, then two Trading Days written notice thereof describing the matters upon
which  action  is to be  taken).  The  Holder  shall  have the right to send two
representatives  selected  by it to each  meeting,  who  shall be  permitted  to
attend, but not vote at, such meeting and any adjournments thereof. This Warrant
entitles the Holder to receive  copies of all  financial  and other  information
distributed or required to be distributed to the holders of the Common Stock.

     9. Amendment and Waiver. Any term, covenant, agreement or condition in this
Warrant may be amended, or compliance  therewith may be waived (either generally
or in a particular  instance and either  retroactively or  prospectively),  by a
written  instrument  or  written  instruments  executed  by the  Issuer  and the
Majority  Holders;  provided,  however,  that no such  amendment or waiver shall
reduce the Warrant Share number,  increase the Warrant Price, shorten the period
during  which this  Warrant may be  exercised  or modify any  provision  of this
Section 9 without the consent of the Holder of this Warrant.

     10.  Governing  Law.  THIS  WARRANT  SHALL BE GOVERNED BY AND  CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW  YORK,  WITHOUT  GIVING  EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

     11.  Notices.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and  effective on the earlier of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone number specified for notice prior to 5:00 p.m., New York City time, on
a Business  Day, (ii) the Business Day after the date of  transmission,  if such
notice or  communication  is delivered via facsimile at the facsimile  telephone
number  specified  for notice later than 5:00 p.m.,  New York City time,  on any
date and earlier than 11:59 p.m.,  New York City time,  on such date,  (iii) the
Business Day  following the date of mailing,  if sent by  nationally  recognized
overnight  courier  service  or (iv)  actual  receipt  by the party to whom such
notice is required to be given. The addresses for such  communications  shall be
with respect to the Holder of this Warrant or of Warrant  Stock issued  pursuant
hereto,  addressed to such Holder at its last known address or facsimile  number
appearing  on the books of the  Issuer  maintained  for such  purposes,  or with
respect to the Issuer, addressed to:

          Imaging Technologies Corporation

          15175 Innovation Drive

          San Diego, California  92128

          Attention:  Chief Executive Officer

          Facsimile No.: (858) 613-1300

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other parties  hereto
by such  notice.  Copies of  notices  to the  Holder  shall be sent to Jenkens &
Gilchrist Parker Chapin LLP, 405 Lexington  Avenue,  New York, New York,  10174,
Attention: Christopher S. Auguste, Facsimile No.: (212) 704-6288.

          12. Warrant Agent. The Issuer may, by written notice to each Holder of
this  Warrant,  appoint an agent having an office in New York,  New York for the
purpose  of issuing  shares of Warrant  Stock on the  exercise  of this  Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to  subsection  (d) of Section 2 hereof or replacing  this  Warrant  pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing,  and thereafter any
such  issuance,  exchange or  replacement,  as the case may be, shall be made at
such office by such agent.

          13.  Remedies.  The Issuer  stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened  default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
are not and will not be adequate and that,  to the fullest  extent  permitted by
law,  such  terms may be  specifically  enforced  by a decree  for the  specific
performance  of any agreement  contained  herein or by an  injunction  against a
violation of any of the terms hereof or otherwise.

          14.  Successors  and Assigns.  This  Warrant and the rights  evidenced
hereby  shall inure to the  benefit of and be binding  upon the  successors  and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such Holder or Holder of Warrant Stock

          15. Modification and Severability.  If, in any action before any court
or agency  legally  empowered to enforce any  provision  contained  herein,  any
provision  hereof is found to be  unenforceable,  then such  provision  shall be
deemed modified to the extent  necessary to make it enforceable by such court or
agency.  If any such provision is not  enforceable as set forth in the preceding
sentence,  the  unenforceability  of such  provision  shall not affect the other

<PAGE>

provisions  of this  Warrant,  but this  Warrant  shall be  construed as if such
unenforceable provision had never been contained herein.

          16.  Headings.  The  headings of the  Sections of this Warrant are for
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.

          IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day
and year first above written.


                                        IMAGING TECHNOLOGIES CORPORATION


                                        By:
                                           -------------------------------------

                                             Brian Bonar,

                                             Chief Executive Officer

<PAGE>

                                  EXERCISE FORM

IMAGING TECHNOLOGIES CORPORATION


The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of IMAGING
TECHNOLOGIES CORPORATION covered by the within Warrant.


Dated:                              Signature
       -----------------                        --------------------------------


                                    Address
                                             ---------------------

                                                ------------------------

                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.


Dated:                              Signature
       -----------------                        --------------------------------


                                    Address
                                             ---------------------

                                                ------------------------


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.


Dated:                              Signature
       -----------------                        --------------------------------


                                    Address
                                             ---------------------

                                                ------------------------


                           FOR USE BY THE ISSUER ONLY:


This Warrant No. W-_____ cancelled (or transferred or exchanged) this _____ day
of ___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.