<PAGE>


                                  WARRANT

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE
AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO
RULE 144 UNDER SAID ACT. ANY SUCH OFFER, SALE, ASSIGNMENT OR TRANSFER MUST ALSO
COMPLY WITH THE APPLICABLE STATE SECURITIES LAWS.

                      IMAGING TECHNOLOGIES CORPORATION

                      WARRANT TO PURCHASE COMMON STOCK

Warrant No.: 5                                         Number of Shares: 40,000
Date of Issuance: August 21, 1997


Imaging Technologies Corporation, a Delaware corporation (the "COMPANY"), hereby
certifies that, for Ten United States Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Nelson Partners, the registered holder hereof or its permitted
assigns, is entitled, subject to the terms set forth below, to purchase from the
Company upon surrender of this Warrant, at any time or times on or after the
date hereof, but not after 11:59 P.M. Eastern Time on the Expiration Date (as
defined herein) Forty Thousand (40,000) fully paid nonassessable shares of
Common Stock (as defined herein) of the Company (the "WARRANT SHARES") at the
purchase price per share provided in Section l(b) below (the "WARRANT EXERCISE
PRICE"); provided, however, that in no event shall the holder be entitled to
exercise this Warrant for a number of Warrant Shares in excess of that number of
Warrant Shares which, upon giving effect to such exercise, would cause the
aggregate number of shares of Common Stock beneficially owned by the holder and
its affiliates to exceed 4.9% of the outstanding shares of the Common Stock
following such exercise. For purposes of the foregoing proviso, the aggregate
number of shares of Common Stock beneficially owned by the holder and its
affiliates shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which the determination of such proviso
is being made, but shall exclude shares of Common Stock which would be issuable
upon (i) exercise of the remaining, unexercised Warrants beneficially owned by
the holder and its affiliates and (ii) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company beneficially owned
by the holder and its affiliates (including, without limitation, any convertible
notes or preferred stock) subject to a limitation on conversion or exercise
analogous to the limitation contained herein. Except as set forth in the
preceding sentence, for purposes


<PAGE>

of this paragraph, beneficial ownership shall be calculated in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended. The holder may
waive the foregoing limitations by written notice to the Company upon not less
than 61 days prior notice (with such waiver taking effect only upon the
expiration of such 61 day notice period).

     Section 1.

          (a)  SECURITIES PURCHASE AGREEMENT.  This Warrant is one of the
Warrants (the "PREFERRED SHARE WARRANTS") issued pursuant to Section 1 of that
certain Securities Purchase Agreement dated as of August 21, 1997, among the
Company and the Buyers referred to therein (the "PURCHASE AGREEMENT").

          (b)  DEFINITIONS. The following words and terms as used in this
Warrant shall have the following meanings:

               "MARKET PRICE" means, with respect to any security for any date,
the lowest Closing Bid Price (as defined below) for such security during the
seven consecutive trading days immediately preceding such date.

               "CLOSING BID PRICE" means, for any security as of any date, the
last closing bid price for such security on the Nasdaq National Market as
reported by Bloomberg Financial Markets ("BLOOMBERG"), or, if the Nasdaq
National Market is not the principal trading market for such security, the last
closing bid price of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg,
or if the foregoing do not apply, the last closing bid price of such security in
the over-the-counter market on the electronic bulletin board for such security
as reported by Bloomberg, or, if no closing bid price is reported for such
security by Bloomberg, the last closing trade price for such security as
reported by Bloomberg, or, if no last closing trade price is reported for such
security by Bloomberg, the average of the bid prices of any market makers for
such security as reported in the "pink sheets" by the National Quotation Bureau,
Inc. If the Closing Bid Price cannot be calculated for such security on such
date on any of the foregoing bases, the Closing Bid Price of such security on
such date shall be the fair market value as mutually determined by the Company
and the holders of the Preferred Shares. If the Company and the holders of the
Preferred Shares are unable to agree upon the fair market value of the Common
Stock, then such dispute shall be resolved pursuant to Section 2(a) of this
Warrant with the term "Closing Bid Price" being substituted for the term "Market
Price." (All such determinations to be appropriately adjusted for any stock
dividend, stock split or other similar transaction during such period.)

               "APPROVED STOCK PLAN" shall mean any contract, plan or agreement
which has been approved by the Board of Directors of the Company, pursuant to
which the Company's securities may be issued to any employee, officer, director,
consultant or other service provider for services provided to the Company.


                                         -2-

<PAGE>

               "CERTIFICATE OF DESIGNATIONS" means the Company's Certificate of
Designations, Preferences and Rights of the Series C Redeemable Convertible
Preferred Stock.

               "COMMON STOCK" means (i) the Company's common stock, par value
$.005 per share, and (ii) any capital stock into which such Common Stock shall
have been changed or any capital stock resulting from a reclassification of such
Common Stock.

               "COMMON STOCK DEEMED OUTSTANDING" means, at any given time, the
number of shares of Common Stock actually outstanding at such time, plus the
number of shares of Common Stock deemed to be outstanding pursuant to Sections
8(b)(i) and 8(b)(ii) hereof regardless of whether the Options (as defined below)
or Convertible Securities (as defined below) are actually exercisable or
convertible at such time, but excluding any shares of Common Stock issuable upon
exercise of the Preferred Share Warrants.

               "EXPIRATION DATE" means the date four years from the date of this
Warrant or, if such date falls on a Saturday, Sunday or other day on which banks
are required or authorized to be closed in the City of New York or the State of
New York (a "HOLIDAY"), the next preceding date that is not a Holiday.

               "OTHER SECURITIES" means (i) those warrants of the Company issued
prior to, and outstanding on, the date of issuance of this Warrant, (ii) the
Preferred Shares (as defined below) and (iii) the shares of Common Stock issued
upon conversion of the Preferred Shares.

               "PERSON" means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization and a government or any department or agency thereof.

               "PREFERRED SHARES" means the shares of the Company's Series C
Redeemable Convertible Preferred Stock issued pursuant to the Purchase
Agreement.

               "SECURITIES ACT" means the Securities Act of 1933, as amended.

               "WARRANT" means this Warrant and all Warrants issued in exchange,
transfer or replacement of any thereof.

               "WARRANT EXERCISE PRICE" shall be $7.50, subject to adjustment as
hereinafter provided.

          (c)  OTHER DEFINITIONAL PROVISIONS.

               (i)   Except as otherwise specified herein, all references 
herein (A) to the Company shall be deemed to include the Company's successors 
and (B) to any applicable law defined or referred to herein, shall be deemed 
references to such applicable law as the same may have been or may be amended 
or supplemented from time to time.


                                         -3-
<PAGE>

               (ii)  When used in this Warrant, the words "HEREIN," "HEREOF," 
and "HEREUNDER," and words of similar import, shall refer to this Warrant as 
a whole and not to any provision of this Warrant, and the words "SECTION," 
"SCHEDULE," and "EXHIBIT" shall refer to Sections of, and Schedules and 
Exhibits to, this Warrant unless otherwise specified.

               (iii) Whenever the context so requires, the neuter gender 
includes the masculine or feminine, and the singular number includes the 
plural, and vice versa.

     Section 2. EXERCISE OF WARRANT.

          (a) Subject to the terms and conditions hereof, this Warrant may be
exercised by the holder hereof then registered on the books of the Company, in
whole or in part, at any time during normal business hours on any business day
on or after the opening of business on the date hereof and prior to 11:59 P.M.
Eastern Time on the Expiration Date by (i) delivery of a written notice, in the
form of the subscription notice attached as Exhibit A hereto, of such holder's
election to exercise this Warrant, which notice shall specify the number of
Warrant Shares to be purchased, (ii) payment to the Company of an amount equal
to the Warrant Exercise Price multiplied by the number of Warrant Shares as to
which the Warrant is being exercised (plus any applicable issue or transfer
taxes) (the "AGGREGATE EXERCISE PRICE") in cash or by check or wire transfer or
by notifying the Company that it should subtract from the number of Warrant
Shares issuable to the holder upon such exercise an amount of Warrant Shares
having a last reported sale price (as reported by Bloomberg) on the date
immediately preceding the date of the subscription notice equal to the Aggregate
Exercise Price of the Common Stock being acquired upon exercise, and (iii) the
surrender of this Warrant, at the principal office of the Company; provided,
that if such Warrant Shares are to be issued in any name other than that of the
registered holder of this Warrant, such issuance shall be deemed a transfer and
the provisions of Section 7 shall be applicable. In the event of any exercise of
the rights represented by this Warrant in compliance with this Section 2(a), a
certificate or certificates for the Warrant Shares so purchased, in such
denominations as may be requested by the holder hereof and registered in the
name of, or as directed by, the holder, shall be delivered at the Company's
expense to, or as directed by, such holder as soon as practicable after such
rights shall have been so exercised, and in any event no later than three
business days after such exercise. In the case of a dispute as to the
determination of the Warrant Exercise Price or the last reported sale price (as
reported by Bloomberg) of a security or the arithmetic calculation of the
Warrant Shares, the Company shall promptly issue to the holder the number of
shares of Common Stock that is not disputed and shall submit the disputed
determinations or arithmetic calculations to the holder via facsimile within one
business day of receipt of the holder's subscription notice. If the holder and
the Company are unable to agree upon the determination of the Warrant Exercise
Price or the last reported sale price (as reported by Bloomberg) or arithmetic
calculation of the Warrant Shares within one day of such disputed determination
or arithmetic calculation being submitted to the holder, then the Company shall
immediately submit via facsimile (i) the disputed determination of the Warrant
Exercise Price or the last reported sale price (as reported by Bloomberg) to an
independent, reputable investment banking firm or (ii) the disputed arithmetic
calculation of the Warrant Shares to its independent, outside accountant. The
Company shall cause the investment banking firm or the accountant, as the case
may be, to perform the determinations or calculations and notify the Company and
the holder


                                         -4-
<PAGE>

of the results no later than forty-eight (48) hours from the time it receives
the disputed determinations or calculations. Such investment banking firm's or
accountant's determination or calculation, as the case may be, shall be deemed
conclusive absent manifest error.

          (b) Unless the rights represented by this Warrant shall have expired
or shall have been fully exercised, the Company shall, as soon as practicable
and in no event later than ten business days after any exercise and at its own
expense, issue a new Warrant identical in all respects to the Warrant exercised
except (i) it shall represent rights to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under the Warrant exercised, less
the number of Warrant Shares with respect to which such Warrant is exercised,
and (ii) the holder thereof shall be deemed for all corporate purposes to have
become the holder of record of such Warrant Shares immediately prior to the
close of business on the date on which the Warrant is surrendered and payment of
the amount due in respect of such exercise and any applicable taxes is made,
irrespective of the date of delivery of certificates evidencing such Warrant
Shares, except that, if the date of such surrender and payment is a date when
the stock transfer books of the Company are properly closed, such person shall
be deemed to have become the holder of such Warrant Shares at the opening of
business on the next succeeding date on which the stock transfer books are open.

          (c) No fractional shares of Common Stock are to be issued upon the
exercise of this Warrant, but rather the number of shares of Common Stock issued
upon exercise of this Warrant shall be rounded up or down to the nearest whole
number.

          (d) If the Company shall fail for any reason or for no reason to issue
to the holder on a timely basis as described in this Section 2, a certificate
for the number of shares of Common Stock to which the holder is entitled upon
the holder's exercise of this Warrant or a new Warrant for the number of shares
of Common Stock to which such holder is entitled pursuant to Section 2(b)
hereof, the Company shall, in addition to any other remedies under this Warrant
or the Securities Purchase Agreement or otherwise available to such holder,
including any indemnification under Section 8 of the Securities Purchase
Agreement, pay as additional damages in cash to such holder on each date after
the tenth business day following receipt by the Company of the exercise notice
that such exercise is not timely effected in an amount equal to 1% of the
product of (A) the sum of the number of shares of Common Stock not issued to the
holder on a timely basis and to which the holder is entitled and, in the event
the Company has failed to timely deliver a new Warrant, the number of shares
represented by the portion of this Warrant which is not being converted, as the
case may be, and (B) the average of the Closing Bid Prices for the three
consecutive trading days immediately preceding the last possible date which the
Company could have issued such Common Stock to the holder without violating this
Section 2.

     Section 3. COVENANTS AS TO COMMON STOCK. The Company hereby covenants and
agrees as follows:

          (a)  This Warrant is, and any Preferred Share Warrants issued in
substitution for or replacement of this Warrant will upon issuance be, duly
authorized and validly issued.


                                         -5-
<PAGE>

          (b) All Warrant Shares which may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid and nonassessable and free from all taxes, liens and charges with respect
to the issue thereof.

          (c) During the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized and
reserved at least 100% of the number of shares of Common Stock needed to provide
for the exercise of the rights then represented by this Warrant and the par
value of said shares will at all times be less than or equal to the applicable
Warrant Exercise Price.

          (d) The Company shall promptly secure the listing of the shares of
Common Stock issuable upon exercise of this Warrant upon each national
securities exchange or automated quotation system, if any, upon which shares of
Common Stock are then listed (subject to official notice of issuance upon
exercise of this Warrant) and shall maintain, so long as any other shares of
Common Stock shall be so listed, such listing of all shares of Common Stock from
time to time issuable upon the exercise of this Warrant; and the Company shall
so list on each national securities exchange or automated quotation system, as
the case may be, and shall maintain such listing of, any other shares of capital
stock of the Company issuable upon the exercise of this Warrant if and so long
as any shares of the same class shall be listed on such national securities
exchange or automated quotation system.

          (e) The Company will not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may reasonably be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other impairment, consistent with the tenor and purpose of
this Warrant. No impairment of the designations, preferences and rights of the
Preferred Shares contained in the Company's Certificate of Designations or any
waiver thereof which has an adverse effect on the rights granted hereunder shall
be given effect until the Company has taken appropriate action (satisfactory to
the holders of Preferred Share Warrants representing a majority of the shares of
Common Stock issuable upon the exercise of such Preferred Share Warrants then
outstanding) to avoid such adverse effect with respect to this Warrant. Without
limiting the generality of the foregoing, the Company (i) will not increase the
par value of any shares of Common Stock receivable upon the exercise of this
Warrant above the Warrant Exercise Price then in effect, and (ii) will take all
such actions as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable shares of Common Stock
upon the exercise of this Warrant.

          (f)  This Warrant will be binding upon any entity succeeding to the
Company by merger, consolidation or acquisition of all or substantially all of
the Company's assets.

     Section 4. TAXES. The Company shall pay any and all taxes which may be
payable with respect to the issuance and delivery of Warrant Shares upon
exercise of this Warrant.


                                         -6-
<PAGE>

     Section 5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise
specifically provided herein, no holder, as such, of this Warrant shall be
entitled to vote or receive dividends or be deemed the holder of shares of the
Company for any purpose, nor shall anything contained in this Warrant be
construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise, prior to the
issuance to the holder of this Warrant of the Warrant Shares which he or she is
then entitled to receive upon the due exercise of this Warrant. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities
on such holder to purchase any securities or as a stockholder of the Company,
whether such liabilities are asserted by the Company or by creditors of the
Company. Notwithstanding this Section 5, the Company will provide the holder of
this Warrant with copies of the same notices and other information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

     Section 6. REPRESENTATIONS OF HOLDER. The holder of this Warrant, by
the acceptance hereof, represents that it is acquiring this Warrant and the
Warrant Shares for its own account for investment and not with a view to, or for
sale in connection with, any distribution hereof or of any of the shares of
Common Stock or other securities issuable upon the exercise thereof, and not
with any present intention of distributing any of the same. The holder of this
Warrant further represents, by acceptance hereof, that, as of this date, such
holder is an "ACCREDITED INVESTOR" as such term is defined in Rule 501(a)(1) of
Regulation D promulgated by the Securities and Exchange Commission under the
Securities Act (an "ACCREDITED INVESTOR"). Upon exercise of this Warrant, the
holder shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the Warrant Shares so purchased are being
acquired solely for the holder's own account and not as a nominee for any other
party, for investment, and not with a view toward distribution or resale and
that such holder is an Accredited Investor. Notwithstanding the foregoing, by
making the representations herein, the holder does not agree to hold the Warrant
or the Warrant Shares for any minimum or other specified term and reserves the
right to dispose of the Warrant and the Warrant Shares at any time in accordance
with or pursuant to a registration statement or an exemption under the
Securities Act. If such holder cannot make such representations because they
would be factually incorrect, it shall be a condition to such holder's exercise
of the Warrant that the Company receive such other representations as the
Company considers reasonably necessary to assure the Company that the issuance
of its securities upon exercise of the Warrant shall not violate any United
States or state securities laws.

     Section 7. OWNERSHIP AND TRANSFER.

          (a)  The Company shall maintain at its principal executive offices (or
such other office or agency of the Company as it may designate by notice to the
holder hereof), a register for this Warrant, in which the Company shall record
the name and address of the person in whose name this Warrant has been issued,
as well as the name and address of each transferee. The Company may treat the
person in whose name any Warrant is registered on the register as



                                         -7-
<PAGE>

the owner and holder thereof for all purposes, notwithstanding any notice to the
contrary, but in all events recognizing any transfers made in accordance with
the terms of this Warrant.

          (b)  This Warrant and the rights granted to the holder hereof are
transferable to affiliates or associates of the holder hereof, without the
written consent of the Company, and to other Persons, with the consent of the
Company, which consent shall not be unreasonably withheld, in whole or in part,
upon surrender of this Warrant, together with a properly executed warrant power
in the form of Exhibit B attached hereto; provided, however, that any transfer
or assignment shall be subject to the conditions set forth in Section 7(c)
below.

          (c)  The holder of this Warrant understands that this Warrant has not
been and is not expected to be, registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred
unless (a) subsequently registered thereunder, or (b) such holder shall have
delivered to the Company an opinion of counsel, reasonably satisfactory in form,
scope and substance to the Company, to the effect that the securities to be
sold, assigned or transferred may be sold, assigned or transferred pursuant to
an exemption from such registration; provided that (i) any sale of such
securities made in reliance on Rule 144 promulgated under the Securities Act may
be made only in accordance with the terms of said Rule and further, if said Rule
is not applicable, any resale of such securities under circumstances in which
the seller (or the person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the Securities Act) may require
compliance with some other exemption under the Securities Act or the rules and
regulations of the Securities and Exchange Commission thereunder; and (ii)
neither the Company nor any other person is under any obligation to register the
Preferred Share Warrants under the Securities Act or any state securities laws
or to comply with the terms and conditions of any exemption thereunder.

          (d)  The Company is obligated to register the Warrant Shares for
resale under the Securities Act pursuant to the Registration Rights Agreement
dated August 21, 1997 by and between the Company and the Buyers listed on the
signature page thereto (the "REGISTRATION RIGHTS AGREEMENT") and the initial
holder of this Warrant (and certain assignees thereof) is entitled to the
registration rights in respect of the Warrant Shares as set forth in the
Registration Rights Agreement.

     Section 8. ADJUSTMENT OF WARRANT EXERCISE PRICE AND NUMBER OF SHARES.
In order to prevent dilution of the rights granted under this Warrant, the
Warrant Exercise Price and the number of shares of Common Stock issuable upon
exercise of this Warrant shall be adjusted from time to time as follows:

          (a)  ADJUSTMENT OF WARRANT EXERCISE PRICE AND NUMBER OF SHARES UPON
ISSUANCE OF COMMON STOCK. If and whenever on or after the date of issuance of
this Warrant, the Company issues or sells, or is deemed to have issued or sold,
any shares of Common Stock (other than shares of Common Stock deemed to have
been issued by the Company in connection with an Approved Stock Plan or upon
exercise or conversion of the Other Securities) for a consideration per share
less than the Warrant Exercise Price in effect immediately prior to such time
(the "APPLICABLE PRICE"), then immediately after such issue or sale the Warrant
Exercise


                                         -8-
<PAGE>

Price shall be reduced to an amount equal to the product of (x) the Warrant
Exercise Price in effect immediately prior to such issue or sale and (y) the
quotient determined by dividing (1) the sum of (I) the product derived by
multiplying the Applicable Price by the number of shares of Common Stock Deemed
Outstanding immediately prior to such issue or sale, plus (II) the
consideration, if any, received by the Company upon such issue or sale, by (2)
the product derived by multiplying the (I) Applicable Price by (II) the number
of shares of Common Stock Deemed Outstanding immediately after such issue or
sale. Upon each such adjustment of the Warrant Exercise Price hereunder, the
number of shares of Common Stock acquirable upon exercise of this Warrant shall
be adjusted to the number of shares determined by multiplying the Warrant
Exercise Price in effect immediately prior to such adjustment by the number of
shares of Common Stock acquirable upon exercise of this Warrant immediately
prior to such adjustment and dividing the product thereof by the Warrant
Exercise Price resulting from such adjustment.

          (b)  EFFECT ON WARRANT EXERCISE PRICE OF CERTAIN EVENTS. For purposes
of determining the adjusted Warrant Exercise Price under Section 8(a) above, the
following shall be applicable:

               (i)   ISSUANCE OF OPTIONS. If the Company in any manner grants 
any rights or options to subscribe for or to purchase Common Stock (other 
than pursuant to an Approved Stock Plan or Other Securities) or any stock or 
other securities convertible into or exchangeable for, directly or 
indirectly, Common Stock (such rights or options being herein called 
"OPTIONS" and such convertible or exchangeable stock or securities being 
herein called "CONVERTIBLE SECURITIES") and the price per share for which 
Common Stock is issuable upon the exercise of such Options or upon conversion 
or exchange of such Convertible Securities is less than the Applicable Price, 
then the total maximum number of shares of Common Stock issuable upon the 
exercise of such Options or upon conversion or exchange of the total maximum 
amount of such Convertible Securities issuable upon the exercise of such 
Options shall be deemed to be outstanding and to have been issued and sold by 
the Company for such price per share. For purposes of this Section 8(b)(i), 
the "price per share for which Common Stock is issuable upon exercise of such 
Options or upon conversion or exchange of such Convertible Securities" is 
determined by dividing (A) the total amount, if any, received or receivable 
by the Company as consideration for the granting of such Options, plus the 
minimum aggregate amount of additional consideration payable to the Company 
upon the exercise of all such Options, plus in the case of such Options which 
relate to Convertible Securities, the minimum aggregate amount of additional 
consideration, if any, payable to the Company upon the issuance or sale of 
such Convertible Securities and the conversion or exchange thereof, by (B) 
the total maximum number of shares of Common Stock issuable upon exercise of 
such Options or upon the conversion or exchange of all such Convertible 
Securities issuable upon the exercise of such Options. No adjustment of the 
Warrant Exercise Price shall be made upon the actual issuance of such Common 
Stock or of such Convertible Securities upon the exercise of such Options or 
upon the actual issuance of such Common Stock upon conversion or exchange of 
such Convertible Securities.

               (ii)  ISSUANCE OF CONVERTIBLE SECURITIES. If the Company in 
any manner issues or sells any Convertible Securities and the price per share 
for which Common Stock is issuable upon such conversion or exchange is less 
than the Applicable Price, then the maximum number of shares of Common Stock 
issuable upon conversion or exchange of such Convertible


                                         -9-


<PAGE>

Securities shall be deemed to be outstanding and to have been issued and sold by
the Company for such price per share. For the purposes of this Section 8(b)(ii),
the "price per share for which Common Stock is issuable upon such conversion or
exchange" is determined by dividing (A) the total amount received or receivable
by the Company as consideration for the issue or sale of such Convertible
Securities, plus the minimum aggregate amount of additional consideration, if
any, payable to the Company upon the conversion or exchange thereof, by (B) the
total maximum number of shares of Common Stock issuable upon the conversion or
exchange of all such Convertible Securities. No adjustment of the Warrant
Exercise Price shall be made upon the actual issue of such Common Stock upon
conversion or exchange of such Convertible Securities, and if any such issue or
sale of such Convertible Securities is made upon exercise of any Options for
which adjustment of the Warrant Exercise Price had been or are to be made
pursuant to other provisions of this Section 8(b), no further adjustment of the
Warrant Exercise Price shall be made by reason of such issue or sale.

               (iii) CHANGE IN OPTION PRICE OR RATE OF CONVERSION. If the 
purchase price provided for in any Options, the additional consideration, if 
any, payable upon the issue, conversion or exchange of any Convertible 
Securities, or the rate at which any Convertible Securities are convertible 
into or exchangeable for Common Stock change at any time, the Warrant 
Exercise Price in effect at the time of such change shall be readjusted to 
the Warrant Exercise Price which would have been in effect at such time had 
such Options or Convertible Securities still outstanding provided for such 
changed purchase price, additional consideration or changed conversion rate, 
as the case may be, at the time initially granted, issued or sold and the 
number of shares of Common Stock acquirable hereunder shall be 
correspondingly readjusted; provided that no adjustment shall be made if such 
adjustment would result in an increase of the Warrant Exercise Price then in 
effect.

          (c)  EFFECT ON WARRANT EXERCISE PRICE OF CERTAIN EVENTS. For purposes
of determining the adjusted Warrant Exercise Price under Sections 8(a) and 8(b),
the following shall be applicable:

               (i)   CALCULATION OF CONSIDERATION RECEIVED. If any Common 
Stock, Options or Convertible Securities are issued or sold or deemed to have 
been issued or sold for cash, the consideration received therefor will be 
deemed to be the net amount received by the Company therefor. In case any 
Common Stock, Options or Convertible Securities are issued or sold for a 
consideration other than cash, the amount of the consideration other than 
cash received by the Company will be the fair value of such consideration, 
except where such consideration consists of securities, in which case the 
amount of consideration received by the Company will be the last reported 
sale price (as reported by Bloomberg) of such securities for the twenty (20) 
consecutive trading days immediately preceding the date of receipt. In case 
any Common Stock, Options or Convertible Securities are issued to the owners 
of the non-surviving entity in connection with any merger in which the 
Company is the surviving entity the amount of consideration therefor will be 
deemed to be the fair value of such portion of the net assets and business of 
the non-surviving entity as is attributable to such Common Stock, Options or 
Convertible Securities, as the case may be. The fair value of any 
consideration other than cash or securities will be determined jointly by the 
Company and the holders of Warrants representing a majority of the shares of 
Common Stock issuable upon exercise of such Warrants then


                                         -10-

<PAGE>

outstanding. If such parties are unable to reach agreement within ten (10) days
after the occurrence of an event requiring valuation (the "VALUATION EVENT"),
the fair value of such consideration will be determined within forty-eight (48)
hours of the tenth (10th) day following the Valuation Event by an independent,
reputable appraiser selected by the Company. The determination of such appraiser
shall be final and binding upon all parties.

               (ii)  INTEGRATED TRANSACTIONS. In case any Option is issued in 
connection with the issue or sale of other securities of the Company, together 
comprising one integrated transaction in which no specific consideration is 
allocated to such Options by the parties thereto, the Options will be deemed 
to have been issued for a consideration of $.01.

               (iii) TREASURY SHARES. The number of shares of Common Stock 
outstanding at any given time does not include shares owned or held by or for 
the account of the Company, and the disposition of any shares so owned or 
held will be considered an issue or sale of Common Stock.

               (iv)  RECORD DATE. If the Company takes a record of the 
holders of Common Stock for the purpose of entitling them (1) to receive a 
dividend or other distribution payable in Common Stock, Options or in 
Convertible Securities or (2) to subscribe for or purchase Common Stock, 
Options or Convertible Securities, then such record date will be deemed to be 
the date of the issue or sale of the shares of Common Stock deemed to have 
been issued or sold upon the declaration of such dividend or the making of 
such other distribution or the date of the granting of such right of 
subscription or purchase, as the case may be.

          (d)  ADJUSTMENT OF WARRANT EXERCISE PRICE UPON SUBDIVISION OR
COMBINATION OF COMMON STOCK. If the Company at any time after the date of
issuance of this Warrant subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of
Common Stock into a greater number of shares, the Warrant Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of shares of Common Stock obtainable upon exercise of this Warrant
will be proportionately increased. If the Company at any time after the date of
issuance of this Warrant combines (by combination, reverse stock split or
otherwise) one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, the Warrant Exercise Price in effect immediately prior
to such combination will be proportionately increased and the number of shares
of Common Stock obtainable upon exercise of this Warrant will be proportionately
decreased.

          (e)  REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.
Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Company's assets to another Person (as
defined below) or other transaction which is effected in such a way that holders
of Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in exchange for
Common Stock is referred to herein as "ORGANIC CHANGE." Prior to the
consummation of any Organic Change, the Company will make appropriate provision
(in form and substance satisfactory to the holders of the Preferred Share
Warrants representing a majority of the shares of Common Stock issuable upon
exercise of such Preferred Share Warrants then


                                         -11-
<PAGE>

outstanding) to insure that each of the holders of the Preferred Share 
Warrants will thereafter have the right to acquire and receive in lieu of or 
addition to (as the case may be) the shares of Common Stock immediately 
theretofore acquirable and receivable upon the exercise of such holder's 
Preferred Share Warrants, such shares of stock, securities or assets as may 
be issued or payable with respect to or in exchange for the number of shares 
of Common Stock immediately theretofore acquirable and receivable upon the 
exercise of such holder's Preferred Share Warrants had such Organic Change 
not taken place. In any such case, the Company will make appropriate 
provision (in form and substance satisfactory to the holders of the Preferred 
Share Warrants representing a majority of the shares of Common Stock issuable 
upon exercise of such Preferred Share Warrants then outstanding) with respect 
to such holders' rights and interests to insure that the provisions of this 
Section 8 and Section 9 below will thereafter be applicable to the Preferred 
Share Warrants (including, in the case of any such consolidation, merger or 
sale in which the successor entity or purchasing entity is other than the 
Company, an immediate adjustment of the Warrant Exercise Price to the value 
for the Common Stock reflected by the terms of such consolidation, merger or 
sale, and a corresponding immediate adjustment in the number of shares of 
shares of Common Stock acquirable and receivable upon exercise of the 
Preferred Share Warrants, if the value so reflected is less than the Warrant 
Exercise Price in effect immediately prior to such consolidation, merger or 
sale). The Company will not effect any such consolidation, merger or sale, 
unless prior to the consummation thereof, the successor entity (if other than 
the Company) resulting from consolidation or merger or the entity purchasing 
such assets assumes, by written instrument (in form and substance 
satisfactory to the holders of Preferred Share Warrants representing a 
majority of shares of Common Stock issuable upon exercise of the Preferred 
Share Warrants then outstanding), the obligation to deliver to each holder of 
Preferred Share Warrants such shares of stock, securities or assets as, in 
accordance with the foregoing provisions, such holder may be entitled to 
acquire.

          (f)  CERTAIN EVENTS. If any event occurs of the type contemplated by
the provisions of this Section 8 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the
Company's Board of Directors will make an appropriate adjustment in the Warrant
Exercise Price and the number of shares of Common Stock obtainable upon exercise
of this Warrant so as to protect the rights of the holders of the Preferred
Share Warrants; provided that no such adjustment will increase the Warrant
Exercise Price or decrease the number of shares of Common Stock obtainable as
otherwise determined pursuant to this Section 8.

          (g)  NOTICES.

               (i)   Immediately upon any adjustment of the Warrant Exercise 
Price, the Company will give written notice thereof to the holder of this 
Warrant, setting forth in reasonable detail and certifying the calculation of 
such adjustment.

               (ii)  The Company will give written notice to the holder of 
this Warrant at least twenty (20) days prior to the date on which the Company 
closes its books or takes a record (A) with respect to any dividend or 
distribution upon the Common Stock, (B) with respect to any pro rata 
subscription offer to holders of Common Stock or (C) for determining rights to


                                         -12-
<PAGE>

vote with respect to any Organic Change, dissolution or liquidation, except that
in no event shall such notice be provided to such holder prior to such
information being made known to the public.

               (iii) The Company will also give written notice to the holder 
of this Warrant at least twenty (20) days prior to the date on which any 
Organic Change, dissolution or liquidation will take place.

     Section 9. PURCHASE RIGHTS. In addition to any adjustments pursuant to
Section 8 above, if at any time the Company grants, issues or sells any Options,
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of Common Stock (the
"PURCHASE RIGHTS"), then the holder of this Warrant will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which such holder could have acquired if such holder had held the number of
shares of Common Stock acquirable upon complete exercise of this Warrant
immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights.

     Section 10. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant
is lost, stolen, mutilated or destroyed, the Company shall, on receipt of an
indemnification undertaking, issue a new Warrant of like denomination and tenor
as the Warrant so lost, stolen, mutilated or destroyed.

     Section 11. NOTICE. Any notices consents, waivers or other communications
required or permitted to be given under the terms of this Warrant must be in
writing and will be deemed to have been delivered (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile, provided a copy
is mailed by U.S. certified mail, return receipt requested; (iii) three days
after being sent by U.S. certified mail, return receipt requested, or (iv) one
(1) day after deposit with a nationally recognized overnight delivery service,
in each case properly addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:

          If to the Company:

               Imaging Technologies Corporation
               11031 Via Frontera
               San Diego, California 92127
               Telephone:     619-485-8411
               Facsimile:     619-487-5809
               Attention:     President


                                         -13-
<PAGE>

          With copy to:

               Law Offices of Carmine J. Bua
               3838 Camino Del Rio North, Suite 333
               San Diego, California 92108-1789

               Telephone:     619-280-8000
               Facsimile:     619-280-8001
               Attention:     Carmine J. Bua, Esq.

          If to a holder of this Warrant, to it at the address set forth below
          such holder's signature on the signature page hereof.

Each party shall provide five (5) days' prior written notice to the other party
of any change in address or facsimile number.

     Section 12. MISCELLANEOUS. This Warrant and any term hereof may be changed,
waived, discharged, or terminated only by an instrument in writing signed by the
party or holder hereof against which enforcement of such change, waiver,
discharge or termination is sought. The headings in this Warrant are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof. This Warrant shall be governed by and interpreted under the laws
of the State of New York

     Section 13. DATE. The date of this Warrant is August 21, 1997. This
Warrant, in all events, shall be wholly void and of no effect after the close of
business on the Expiration Date, except that notwithstanding any other
provisions hereof, the provisions of Section 7 shall continue in full force and
effect after such date as to any Warrant Shares or other securities issued upon
the exercise of this Warrant.


                                         -14-
<PAGE>


                                       IMAGING TECHNOLOGIES CORPORATION

                                       By: /s/ Ralph R. Barry
                                           ------------------------------------
                                       Name:  Ralph R. Barry
                                              ---------------------------------
                                       Title: Vice President and CFO
                                              ---------------------------------


                                         -15-
<PAGE>

                                 EXHIBIT A TO WARRANT

                                  SUBSCRIPTION FORM

           TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                           IMAGING TECHNOLOGIES CORPORATION

     The undersigned hereby exercises the right to purchase the number of
Warrant Shares covered by this Warrant specified below according to the
conditions thereof and herewith makes payment therefor in the amount of
$___________ , the Aggregate Exercise Price of such Warrant Shares in full, and
requests that such Warrant Shares be issued in the name of:


                                       [HOLDER]

Dated:               , 199_.
       -------------- 

                                        By: 
                                            ---------------------------------
                                        Name: 
                                              -------------------------------
                                        Title:
                                              -------------------------------


                                        Address:
                                                -----------------------------
                                        -------------------------------------
                                        -------------------------------------
                                        -------------------------------------

                                        Number of Warrant Shares
                                          Being Purchased:
                                                          -------------------

                                         -16-
<PAGE>

                                 EXHIBIT B TO WARRANT

                                FORM OF WARRANT POWER

FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to 
__________ Federal Identification No. _______________, a warrant to 
purchase ______________ shares of the capital stock of Imaging 
Technologies Corporation, a Delaware corporation, represented by warrant 
certificate no.  _______________, standing in the name of the undersigned 
on the books of said corporation. The undersigned does hereby irrevocably 
constitute and appoint _____________, attorney to transfer the warrants 
of said corporation, with full power of substitution in the premises.

Dated:                  , 199
        ----------------     --

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

                                        By: 
                                            ----------------------------
                                        Its:
                                            ----------------------------


                                         -17-