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                                   PROMISSORY NOTE


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   PRINCIPAL     LOAN DATE    MATURITY    LOAN NO    CALL    COLLATERAL   ACCOUNT    OFFICER   INITIALS
$2,500,000.00   06-23-1998   06-30-2001                                    624001       JM      /s/ JM
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References in the shaded area are for Lender's use only and do not limit the applicability of this
document to any particular loan or item.
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BORROWER:  IMAGING TECHNOLOGIES CORPORATION; ET. AL.        LENDER:   IMPERIAL BANK
           11031 VIA FRONTERA, SUITE 100                              SAN DIEGO REGIONAL OFFICE
           SAN DIEGO, CA 92127-1706                                   701 B STREET, SUITE 600
                                                                      SAN DIEGO, CA 92112-4168

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     PRINCIPAL AMOUNT: $2,500,000.00         INITIAL RATE: 9.250%          DATE OF NOTE: JUNE 23,1998
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     PROMISE TO PAY. IMAGING TECHNOLOGIES CORPORATION, PRIMA INTERNATIONAL,
     NEWGEN SYSTEMS ACQUISITIONS CORPORATION, MCMICAN CORPORATION, COLOR
     SOLUTIONS, INC., ITEC EUROPE LIMITED and AMT ACCEL UK LIMITED (REFERRED TO
     IN THIS NOTE INDIVIDUALLY AND COLLECTIVELY AS "BORROWER") JOINTLY AND
     SEVERALLY PROMISE TO PAY TO IMPERIAL BANK ("LENDER"), OR ORDER, IN LAWFUL
     MONEY OF THE UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF TWO MILLION
     FIVE HUNDRED THOUSAND & 00/100 DOLLARS ($2,500,000.00), TOGETHER WITH
     INTEREST ON THE UNPAID PRINCIPAL BALANCE FROM JUNE 23, 1998, UNTIL PAID IN
     FULL.

     PAYMENT. SUBJECT TO ANY PAYMENT CHANGES RESULTING FROM CHANGES IN THE
     INDEX, BORROWER WILL PAY THIS LOAN IN 35 PAYMENTS OF $80,094.69 EACH
     PAYMENT AND AN IRREGULAR LAST PAYMENT ESTIMATED AT $80,094.64. BORROWER'S
     FIRST PAYMENT IS DUE JULY 30, 1998, AND ALL SUBSEQUENT PAYMENTS ARE DUE ON
     THE SAME DAY OF EACH MONTH AFTER THAT. BORROWER'S FINAL PAYMENT WILL BE DUE
     ON JUNE 30, 2001, AND WILL BE FOR ALL PRINCIPAL AND ALL ACCRUED INTEREST
     NOT YET PAID. PAYMENTS INCLUDE PRINCIPAL AND INTEREST. The annual interest
     rate for this Note is computed on a 365/360 basis; that is, by applying the
     ratio of the annual interest rate over a year of 360 days, multiplied by
     the outstanding principal balance, multiplied by the actual number of days
     the principal balance is outstanding. Borrower will pay Lender at Lender's
     address shown above or at such other place as Lender may designate in
     writing. Unless otherwise agreed or required by applicable law, payments
     will be applied first to any unpaid collection costs and any late charges,
     then to any unpaid interest, and any remaining amount to principal.

     VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
     from time to time based on changes in an index which is the Imperial Bank
     Prime Rate (the "Index"). The Prime Rate is the rate announced by Lender as
     its Prime Rate of interest from time to time. Lender will tell Borrower the
     current Index rate upon Borrower's request. Borrower understands that
     Lender may make loans based on other rates as well. The interest rate
     change will not occur more often than each day. THE INDEX CURRENTLY IS
     8.500%. THE INTEREST RATE TO BE APPLIED TO THE UNPAID PRINCIPAL BALANCE OF
     THIS NOTE WILL BE AT A RATE OF 0.750 PERCENTAGE POINTS OVER THE INDEX,
     RESULTING IN AN INITIAL RATE OF 9.250%. NOTICE: Under no circumstances will
     the interest rate on this Note be more than the maximum rate allowed by
     applicable law. Whenever increases occur in the interest rate, Lender, at
     its option, may do one or more of the following: (a) increase Borrower's
     payments to ensure Borrower's loan will pay off by its original final
     maturity date, (b) increase Borrower's payments to cover accruing interest,
     (c) increase the number of Borrower's payments, and (d) continue
     Borrower's payments at the same amount and increase Borrower's final
     payment.

     PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full
     prepayment of this Note, Borrower understands that Lender is entitled to a
     MINIMUM INTEREST CHARGE OF $250.00. Other than Borrower's obligation to pay
     any minimum interest charge, Borrower may pay without penalty all or a
     portion of the amount owed earlier than it is due. Early payments will not,
     unless agreed to by Lender in writing, relieve Borrower of Borrower's
     obligation to continue to make payments under the payment schedule. Rather,
     they will reduce the principal balance due and may result in Borrower
     making fewer payments.

     LATE CHARGE. If a payment is 10 DAYS OR MORE LATE, Borrower will be charged
     5.000% OF THE UNPAID PORTION OF THE REGULARLY SCHEDULED PAYMENT.

     DEFAULT. Borrower will be in default if any of the following happens: (a)
     Borrower fails to make any payment when due. (b) Borrower breaks any
     promise Borrower has made to Lender, or Borrower fails to comply with or to
     perform when due any other term, obligation, covenant, or condition
     contained in this Note or any agreement related to this Note, or in any
     other agreement or loan Borrower has with Lender. (c) Any representation or
     statement made or furnished to Lender by Borrower or on Borrower's behalf
     is false or misleading in any material respect either now or at the time
     made or furnished. (d) Borrower becomes insolvent, a receiver is appointed
     for any part of Borrower's property, Borrower makes an assignment for the
     benefit of creditors, or any proceeding is commenced either by Borrower or
     against Borrower under any bankruptcy or insolvency laws. (e) Any creditor
     tries to take any of Borrower's property on or in which Lender has a lien
     or security interest. This includes a garnishment of any of Borrower's
     accounts with Lender. (f) Any guarantor dies or any of the other events
     described in this default section occurs with respect to any guarantor of
     this Note. (g) A material adverse change occurs in Borrower's financial
     condition, or Lender believes the prospect of payment or performance of the
     Indebtedness is impaired. (h) Lender in good faith deems itself insecure.

     If any default, other than a default in payment, is curable and if 
     Borrower has not been given a notice of a breach of the same provision 
     of this Note within the preceding twelve (12) months, it may be cured 
     (and no event of default will have occurred) if Borrower, after 
     receiving written notice from Lender demanding cure of such default: (a) 
     cures the default within ten (10) days; or (b) if the cure requires more 
     than ten (10) days, immediately initiates steps which Lender deems in 
     Lender's sole discretion to be sufficient to cure the default and 
     thereafter continues and completes all reasonable and necessary steps 
     sufficient to produce compliance as soon as reasonably practical.

     LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid
     principal balance on this Note and all accrued unpaid interest immediately
     due, without notice, and then Borrower will pay that amount. Upon
     Borrower's failure to pay all amounts declared due pursuant to this
     section, including failure to pay upon final maturity, Lender, at its
     option, may also, if permitted under applicable law, do one or both of the
     following: (a) increase the variable interest rate on this Note to 5.750
     percentage points over the Index, and (b) add any unpaid accrued interest
     to principal and such sum will bear interest therefrom until paid at the
     rate provided in this Note (including any increased rate). Lender may hire
     or pay someone else to help collect this Note if Borrower does not pay.
     Borrower also will pay Lender that amount. This includes, subject to any
     limits under applicable law, Lender's attorneys' fees and Lender's legal
     expenses whether or not there is a lawsuit, including attorneys' fees and
     legal expenses for bankruptcy proceedings (including efforts to modify or
     vacate any automatic stay or injunction), appeals, and any anticipated
     post-judgment collection services. Borrower also will pay any court costs,
     in addition to all other sums provided by law. THIS NOTE HAS BEEN DELIVERED
     TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF CALIFORNIA. IF THERE IS A
     LAWSUIT, BORROWER AGREES UPON LENDER'S REQUEST TO SUBMIT TO THE
     JURISDICTION OF THE COURTS OF LOS ANGELES COUNTY, THE STATE OF CALIFORNIA.
     LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION,
     PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST
     THE OTHER. (INITIAL HERE [ILLEGIBLE]/GB) THIS NOTE SHALL BE GOVERNED BY AND
     CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

     DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if
     Borrower makes a payment on Borrower's loan and the check or preauthorized
     charge with which Borrower pays is later dishonored.

     RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest
     in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender
     all Borrower's right, title and interest in and to, Borrower's accounts
     with Lender (whether checking, savings, or some other account), including
     without limitation all accounts held jointly with someone else and all
     accounts Borrower may open in the future, excluding however all IRA and
     Keogh accounts, and all trust accounts for which the grant of a security
     interest would be prohibited by law. Borrower authorizes Lender, to the
     extent permitted by applicable law, to charge or setoff all sums owing on
     this Note against any and all such accounts.

     REFERENCE PROVISION. 1. 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 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 for 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

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06-23-1998
                              PROMISSORY NOTE                         PAGE 2
                                (CONTINUED)
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     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 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.

     2.    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.

     3.    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.

     4.    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, 1280 through
     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.

     SECURITY AND LOAN AGREEMENT. This Note is subject to the provisions of the
     Security and Loan Agreement and Addendum dated June 23, 1998 and all
     amendments thereto and replacements therefor.

     GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights
     or remedies under this Note without losing them. Each Borrower understands
     and agrees that, with or without notice to Borrower, Lender may with
     respect to any other Borrower (a) make one or more additional secured or
     unsecured loans or otherwise extend additional credit; (b) alter,
     compromise, renew, extend, accelerate, or otherwise change one or more
     times the time for payment or other terms any indebtedness, including
     increases and decreases of the rate of interest on the indebtedness; (c)
     exchange, enforce, waive, subordinate, fail or decide not to perfect, and
     release any security, with or without the substitution of new collateral;
     (d) apply such security and direct the order or manner of sale thereof,
     including without limitation, any nonjudicial sale permitted by the terms
     of the controlling security agreements, as Lender in its discretion may
     determine; (e) release, substitute, agree not to sue, or deal with any one
     or more of Borrower's sureties, endorsers, or other guarantors on any terms
     or in any manner Lender may choose; and (f) determine how, when and what
     application of payments and credits shall be made on any other indebtedness
     owing by such other borrower. Borrower and any other person who signs,
     guarantees or endorses this Note, to the extent allowed by law, waive any
     applicable statute of limitations, presentment, demand for payment, protest
     and notice of dishonor. Upon any change in the terms of this Note, and
     unless otherwise expressly stated in writing, no party who signs this Note,
     whether as maker, guarantor, accommodation maker or endorser, shall be
     released from liability. All such parties agree that Lender may renew or
     extend (repeatedly and for any length of time) this loan, or release any
     party or guarantor or collateral; or impair, fail to realize upon or
     perfect Lender's security interest in the collateral; and take any other
     action deemed necessary by Lender without the consent of or notice to
     anyone. All such parties also agree that Lender may modify this loan
     without the consent of or notice to anyone other than the party with whom
     the modification is made. The obligations under this Note are joint and
     several.

     PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE
     PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
     EACH BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A
     COMPLETED COPY OF THE NOTE.

     BORROWER:

     IMAGING TECHNOLOGIES CORPORATION

     IMAGING TECHNOLOGIES CORPORATION

     BY: /s/ Brian Bonar
        -------------------------------
        BRIAN BONAR, C.E.O.

     BY: /s/ Gerry Berg
        -------------------------------
        GERRY BERG, VICE PRESIDENT


     PRIME INTERNATIONAL, CO-BORROWER

     BY: /s/ Brian Bonar
        -------------------------------
        BRIAN BONAR, C.E.O.

     BY: /s/ Gerry Berg
        -------------------------------
        GERRY BERG, VICE PRESIDENT


     NEWGEN SYSTEMS ACQUISITIONS CORPORATION, CO-BORROWER

     BY: /s/ Brian Bonar
        -------------------------------
        BRIAN BONAR, C.E.O.

     BY: /s/ Gerry Berg
        -------------------------------
        GERRY BERG, VICE PRESIDENT


     MCMICAN CORPORATION, CO-BORROWER

     BY: /s/ Brian Bonar
        -------------------------------
        BRIAN BONAR, C.E.O.

     BY: /s/ Gerry Berg
        -------------------------------
        GERRY BERG, VICE PRESIDENT


     COLOR SOLUTIONS INC., CO-BORROWER

     BY: /s/ Brian Bonar
        -------------------------------
        BRIAN BONAR, C.E.O.

     BY: /s/ Gerry Berg
        -------------------------------
        GERRY BERG, VICE PRESIDENT


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06-23-1998
                              PROMISSORY NOTE                         PAGE 3
                                (CONTINUED)
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     ITEC EUROPE LIMITED, CO-BORROWER

     BY: /s/ Brian Bonar
        -------------------------------
        BRIAN BONAR, C.E.O.

     BY: /s/ Gerry Berg
        -------------------------------
        GERRY BERG, VICE PRESIDENT


     AMT ACCEL UK LIMITED, CO-BORROWER

     BY: /s/ Brian Bonar
        -------------------------------
        BRIAN BONAR, C.E.O.

     BY: /s/ Gerry Berg
        -------------------------------
        GERRY BERG, VICE PRESIDENT