Exhibit 10.7

                               COLOR IMAGING, INC.

                                       AND

                     AMERICAN STOCK TRANSFER & TRUST COMPANY

                                WARRANT AGREEMENT

                          DATED AS OF ___________, 2002

     AGREEMENT, dated this ________ day of ____________________________________,
2002,  among COLOR IMAGING,  INC., a Delaware  corporation  (the  "Company") and
AMERICAN STOCK TRANSFER & TRUST  COMPANY,  a corporation,  as Warrant Agent (the
"Warrant Agent").

                              W I T N E S S E T H:

     WHEREAS,  in  connection  with the  Company's  offering  to the  public  of
3,500,000  shares of the  Company's  Common  Stock (as defined in Section 1) and
3,500,000 common stock purchase warrants (as defined in Section 1), each warrant
entitling  the  holder  thereof  to  purchase  one  share of Common  Stock  (the
"Offering"); and

     WHEREAS,  the Company  desires to provide for the issuance of  certificates
representing the Warrants; and

     WHEREAS,  the Company  desires  the  Warrant  Agent to act on behalf of the
Company,  and the  Warrant  Agent is willing to so act, in  connection  with the
issuance  and  registration  of  the  Warrants,  the  issuance  of  certificates
representing  the  Warrants,  the exercise of the Warrants and the rights of the
holders thereof.

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
hereinafter  set forth and for the purpose of defining the terms and  provisions
of  the  Warrants  and  the  certificates  representing  the  Warrants  and  the
respective  rights and  obligations  thereunder  of the Company,  the holders of
certificates representing the Warrants and the Warrant Agent, the parties hereto
agree as follows:

SECTION 1.  DEFINITIONS.  As used  herein,  the  following  terms shall have the
following meanings, unless the context shall otherwise require:

     (a) "Act" shall mean the Securities Act of 1933, as amended.

     (b) "Common  Stock" shall mean the  authorized  stock of the Company of any
class, whether now or hereafter  authorized,  which has the right to participate
in the voting and in the  distribution  of  earnings  and assets of the  Company
which at the date hereof  consists of  20,000,000  shares of Common  Stock,  par
value $.01 per share.

     (c) "Commission" shall mean the Securities and Exchange Commission.

     (d)  "Corporate  Office" shall mean the office of the Warrant Agent (or its
successor)  at which at any  particular  time its  business in New York shall be
administered,  which  office is located on the date hereof at 6201 15th  Avenue,
3rd Floor, Brooklyn, New York 11219.

     (e)  "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended.

     (f) "Exercise  Date" shall mean,  subject to the provisions of Section 5(b)
hereof,  as to any  Warrant,  the date on which the  Warrant  Agent  shall  have
received both (i) the Warrant  Certificate  representing such Warrant,  with the

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exercise  form  thereon duly  executed by the  Registered  Holder  hereof or his
attorney  duly  authorized  in writing,  and (ii) payment in cash or by official
bank or certified check made payable to the Warrant Agent for the account of the
Company,  of the amount in lawful money of the United States of America equal to
the applicable Exercise Price (as hereinafter defined) in good funds.

     (g) "Exercise Price" shall mean,  subject to modification and adjustment as
provided in Section 8, $2.00 per share of Common Stock.

     (h) "Market Price" shall mean the last reported sale price,  or, in case no
such  reported  sale takes place on such day,  the average of the last  reported
sales prices for the last three (3) trading  days,  in either case as officially
reported  by the  principal  securities  exchange  on which the Common  Stock is
listed or admitted to trading or by the Nasdaq Stock  Market,  or, if the Common
Stock is not listed or admitted to trading on any national  securities  exchange
or quoted by  Nasdaq,  the  average  closing  bid price as  furnished  by Nasdaq
through  Nasdaq or similar  organization  if Nasdaq is no longer  reporting such
information,  or if the Common Stock is not quoted on Nasdaq,  as  determined in
good faith (using customary  valuation  methods) by resolution of the members of
the Board of Directors of the Company,  based on the best information  available
to it.

     (i) "NASD" shall mean the National Association of Securities Dealers, Inc.

     (j) "Nasdaq" shall mean the Nasdaq Stock Market.

     (k) "Registered Holder" shall mean the person in whose name any certificate
representing  the Warrants  shall be registered  on the books  maintained by the
Warrant Agent pursuant to Section 6.

     (l) "Transfer Agent" shall mean , or its authorized successor.

     (m)  "Warrants"  shall mean common stock purchase  warrants  offered to the
public in  connection  with this  Offering,  each Warrant  entitling  the holder
thereof to purchase one share of Common Stock,  exercisable at an exercise price
of $2.00  per  share at any  time  effective  after  the  effective  date of the
Company's prospectus until the Warrant Expiration Date.

     (n) "Warrant Certificate" shall mean a certificate representing each of the
Warrants substantially in the form annexed hereto as Exhibit A.

     (o)  "Warrant  Expiration  Date" shall mean 5:00 p.m.  (New York time),  on
December 31, 2003;  PROVIDED that if such date shall in the State of New York be
a holiday or a day on which banks are  authorized to close,  then 5:00 p.m. (New
York time) on the next  following day which,  in the State of New York, is not a
holiday or a day on which  banks are  authorized  to close.  Upon five  business
days' prior written notice to the Registered Holders, the Company shall have the
right to extend the Warrant Expiration Date.

SECTION 2. WARRANTS AND ISSUANCE OF WARRANT CERTIFICATES.

     (a) Each  Warrant  shall  initially  entitle the  Registered  Holder of the
Warrant Certificate  representing such Warrant to purchase at the Exercise Price
therefor  until the Warrant  Expiration  Date one share of Common Stock upon the
exercise  thereof in accordance  with the terms hereof,  subject to modification
and adjustment as provided in Section 8.

     (b) Upon execution of this Agreement, Warrant Certificates representing the
number of Warrants sold pursuant to the Offering  (subject to  modification  and
adjustment  as  provided  in Section  8),  shall be  executed by the Company and
delivered to the Warrant Agent.

     (c) From time to time, up to the Warrant Expiration Date, the Warrant Agent
shall countersign and deliver Warrant Certificates in required  denominations of
one or  whole  number  multiples  thereof  to the  person  entitled  thereto  in
connection with any transfer or exchange permitted under this Agreement.  Except


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as provided herein, no Warrant  Certificates  shall be issued except (i) Warrant
Certificates  initially  issued  hereunder and those issued upon the exercise of
fewer than all Warrants held by the exercising  Registered Holder,  (ii) Warrant
Certificates  issued upon any  transfer or exchange of Warrants,  (iii)  Warrant
Certificates  issued in  replacement  of lost,  stolen,  destroyed  or mutilated
Warrant  Certificates  pursuant  to  Section  7, and (iv) at the  option  of the
Company,  Warrant  Certificates  in such form as may be approved by its Board of
Directors, to reflect any adjustment or change in the Exercise Price, the number
of shares of Common Stock  purchasable  upon  exercise of the Warrants  therefor
made pursuant to Section 8 hereof.

SECTION 3. FORM AND EXECUTION OF WARRANT CERTIFICATES.

     (a) The Warrant  Certificates  shall be  substantially  in the form annexed
hereto as Exhibit A (the provisions of which are hereby incorporated herein) and
may have such letters,  numbers or other marks of  identification or designation
and such legends,  summaries or endorsements  printed,  lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions  of this  Agreement,  or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock  exchange  on which the  Warrants  may be listed,  or to conform to
usage.  The Warrant  Certificates  shall be dated the date of  issuance  thereof
(whether  upon initial  issuance,  transfer,  exchange or in lieu of  mutilated,
lost, stolen or destroyed  Warrant  Certificates) and issued in registered form.
Warrants shall be numbered serially with the letter "W" on the Warrants.

     (b) Warrant  Certificates shall be executed on behalf of the Company by its
Chairman  of the  Board or Chief  Executive  Officer  or  President  or any Vice
President and by its Treasurer or an Assistant  Treasurer or its Secretary or an
Assistant  Secretary,  by manual signatures or by facsimile  signatures  printed
thereon,  and shall have  imprinted  thereon a facsimile of the Company's  seal.
Warrant  Certificates  shall be manually  countersigned by the Warrant Agent and
shall not be valid for any  purpose  unless  so  countersigned.  In any case any
officer of the Company  who shall have  signed any of the  Warrant  Certificates
shall cease to be such officer of the Company before the date of issuance of the
Warrant  Certificates or before  countersignature by the Warrant Agent and issue
and  delivery  thereof,   such  Warrant  Certificates,   nevertheless,   may  be
countersigned by the Warrant Agent, issued and delivered with the same force and
effect as though the person who signed such Warrant  Certificates had not ceased
to be such officer of the Company.  After countersignature by the Warrant Agent,
Warrant  Certificates  shall be delivered by the Warrant Agent to the Registered
Holder promptly and without  further action by the Company,  except as otherwise
provided by Section 4(a) hereof.

SECTION 4. EXERCISE.

     (a) Warrants in denominations of one or whole number multiples  thereof may
be exercised by the Registered Holder thereof commencing at any time on or after
the effective date of the Company's prospectus for this Offering,  but not after
the Warrant  Expiration  Date,  upon the terms and subject to the conditions set
forth  herein and in the  applicable  Warrant  Certificate.  A Warrant  shall be
deemed to have been exercised  immediately prior to the close of business on the
Exercise Date and the person entitled to receive the securities deliverable upon
such  exercise  shall be treated for all purposes as the holder,  upon  exercise
thereof,  as of the close of  business  on the  Exercise  Date.  If  Warrants in
denominations  other than whole number  multiples  thereof shall be exercised at
one time by the same  Registered  Holder,  the  number of full  shares of Common
Stock which shall be issuable  upon  exercise  thereof  shall be computed on the
basis of the aggregate  number of full shares of Common Stock issuable upon such
exercise.  As soon as  practicable on or after the Exercise Date, if one or more
Warrants have been  exercised,  the Warrant Agent on behalf of the Company shall
cause to be issued to the  person or  persons  entitled  to  receive  the same a
Common  Stock  certificate  or  certificates  for the  shares  of  Common  Stock
deliverable upon such exercise,  and the Warrant Agent shall deliver the same to
the person or persons  entitled  thereto.  Upon the  exercise of any one or more
Warrants, the Warrant Agent shall promptly notify the Company in writing of such
fact and of the number of securities  delivered upon such exercise and,  subject
to  subsection  (b) below,  shall cause all  payments of an amount in cash or by
check made payable to the order of the Company,  equal to the Exercise Price, to
be deposited promptly in the Company's bank account.

     (b) The Company  shall not be required  to issue  fractional  shares on the
exercise of Warrants.  Warrants  may only be exercised in such  multiples as are


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required to permit the issuance by the Company of one or more whole  shares.  If
one or more Warrants shall be presented for exercise in full at the same time by
the same Registered  Holder,  the number of whole shares which shall be issuable
upon such  exercise  thereof  shall be  computed  on the basis of the  aggregate
number of shares  purchasable  on exercise  of the  Warrants  presented.  If any
fraction  of a share  would,  except  for the  provisions  provided  herein,  be
issuable on the  exercise of any Warrant (or  specified  portion  thereof),  the
Company  shall pay an amount in cash equal to such  fraction  multiplied  by the
then current market value of a share of Common Stock, determined as follows:

          (1)  If the Common  Stock is listed,  or admitted to unlisted  trading
               privileges  on a national  securities  exchange,  or is traded on
               Nasdaq, the current market value of a share of Common Stock shall
               be the closing  sale price of the Common  Stock at the end of the
               regular  trading  session on the last  business  day prior to the
               date of exercise of the Warrants on  whichever of such  exchanges
               or Nasdaq had the highest  average daily  trading  volume for the
               Common Stock on such day; or

          (2)  If the Common Stock is not listed or admitted to unlisted trading
               privileges on any national securities exchange, or listed, quoted
               or  reported  for  trading  on  Nasdaq,  but  is  traded  in  the
               over-the-counter  market,  the current market value of a share of
               Common  Stock shall be the average of the last  reported  bid and
               asked  prices  of the  Common  Stock  reported  by  the  National
               Quotation Bureau, Inc. on the last business day prior to the date
               of exercise of the Warrants; or

          (3)  If the Common Stock is not listed,  admitted to unlisted  trading
               privileges on any national securities exchange, or listed, quoted
               or reported  for trading on Nasdaq,  and bid and asked  prices of
               the  Common  Stock are not  reported  by the  National  Quotation
               Bureau, Inc., the current market value of a share of Common Stock
               shall be an amount,  not less than the book  value  thereof as of
               the end of the most  recently  completed  fiscal  quarter  of the
               Company  ending prior to the date of exercise,  determined by the
               members of the Board of Directors of the Company  exercising good
               faith and using customary valuation methods.

SECTION 5. RESERVATION OF SHARES; LISTING; PAYMENT OF TAXES; ETC.

     (a) The  Company  covenants  that it will at all  times  reserve  and  keep
available out of its  authorized  Common Stock,  solely for the purpose of issue
upon  exercise of Warrants,  such number of shares of Common Stock as shall then
be issuable upon the exercise of all outstanding Warrants. The Company covenants
that all shares of Common  Stock which shall be  issuable  upon  exercise of the
Warrants shall, at the time of delivery thereof,  be duly and validly issued and
fully paid and  nonassessable  and free from all  preemptive or similar  rights,
taxes,  liens and  charges  with  respect  to the issue  thereof,  and that upon
issuance  such shares shall be listed on each  securities  exchange,  if any, on
which the other  shares of  outstanding  Common  Stock of the  Company  are then
listed.

     (b) The Company  covenants  that if any  securities  to be reserved for the
purpose of exercise of Warrants hereunder require registration with, or approval
of, any  governmental  authority  under any federal  securities  law before such
securities  may be validly  issued or  delivered  upon such  exercise,  then the
Company will file a registration  statement under the federal securities laws or
a post-  effective  amendment,  use its best efforts to cause the same to become
effective  and to keep  such  registration  statement  current  while any of the
Warrants are outstanding but only until the Warrant Expiration Date (after which
time the Company shall have no obligation  to keep such  registration  statement
current) and deliver a prospectus  which  complies with Section  10(a)(3) of the
Act, to the Registered Holder exercising the Warrant (except,  if in the opinion
of counsel to the Company,  such  registration is not required under the federal
securities  law or if the  Company  receives  a  letter  from  the  staff of the
Commission  stating  that it  would  not  take any  enforcement  action  if such
registration  is not effected).  The Company will use its best efforts to obtain
appropriate  approvals or  registrations  under state "blue sky" securities laws
with respect to any such securities.  However, Warrants may not be exercised by,
or shares of Common Stock issued to, any Registered Holder in any state in which
such exercise would be unlawful.

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     (c) The Company shall pay all documentary, stamp or similar taxes and other
governmental  charges  that may be  imposed  with  respect  to the  issuance  of
Warrants,  or the  issuance  or  delivery  of any  shares of Common  Stock  upon
exercise of the Warrants;  provided, however, that if shares of Common Stock are
to be  delivered in a name other than the name of the  Registered  Holder of the
Warrant  Certificate  representing  any Warrant  being  exercised,  then no such
delivery  shall be made  unless the person  requesting  the same has paid to the
Warrant Agent the amount of transfer taxes or charges incident thereto, if any.

     (d) The Warrant  Agent is hereby  irrevocably  authorized  as the  Transfer
Agent to  requisition  from  time to time  certificates  representing  shares of
Common Stock or other securities required upon exercise of the Warrants, and the
Company will comply with all such requisitions.

SECTION 6. EXCHANGE AND REGISTRATION OF TRANSFER.

     (a) Warrant  Certificates  may be exchanged for other Warrant  Certificates
representing an equal  aggregate  number of Warrants of the same class or may be
transferred in whole or in part.  Warrant  Certificates to be exchanged shall be
surrendered to the Warrant Agent at its Corporate Office, and, upon satisfaction
of the terms and  provisions  hereof,  the Company shall execute and the Warrant
Agent shall  countersign,  issue and deliver in  exchange  therefor  the Warrant
Certificate  or  Certificates  which the  Registered  Holder making the exchange
shall be entitled to receive.

     (b) The Warrant Agent shall keep, at its office, books in which, subject to
such  reasonable  regulations  as it may prescribe,  it shall  register  Warrant
Certificates  and the transfer  thereof in accordance  with customary  practice.
Upon due presentment for registration of transfer of any Warrant  Certificate at
such office,  the Company  shall  execute and the Warrant  Agent shall issue and
deliver  to  the  transferee  or  transferees  a  new  Warrant   Certificate  or
Certificates  representing  an equal  aggregate  number of  Warrants of the same
class.

     (c) With respect to all Warrant Certificates  presented for registration of
transfer, or for exchange or exercise, the subscription or exercise form, as the
case may be, on the reverse  thereof shall be duly endorsed or be accompanied by
a written  instrument  or  instruments  of transfer  and  subscription,  in form
satisfactory  to the  Company  and  the  Warrant  Agent,  duly  executed  by the
Registered Holder thereof or his attorney-in-fact duly authorized in writing.

     (d) All Warrant  Certificates  surrendered  for exercise or for exchange in
case of mutilated Warrant Certificates shall be promptly canceled by the Warrant
Agent and  thereafter  retained by the Warrant Agent until  termination  of this
Agreement.

     (e) Prior to due presentment  for  registration  of transfer  thereof,  the
Company and the Warrant  Agent may deem and treat the  Registered  Holder of any
Warrant   Certificate  as  the  absolute  owner  thereof  and  of  each  Warrant
represented  thereby  (notwithstanding  any  notations  of  ownership or writing
thereon  made by anyone other than a duly  authorized  officer of the Company or
the Warrant  Agent) for all  purposes and shall not be affected by any notice to
the contrary.

SECTION 7. LOSS OR MUTILATION.

     Upon receipt by the Company and the Warrant Agent of evidence  satisfactory
to them of the ownership of and the loss,  theft,  destruction  or mutilation of
any  Warrant  Certificate  and (in the case of loss,  theft or  destruction)  of
indemnity  satisfactory to them, and (in case of mutilation)  upon surrender and
cancellation  thereof, the Company shall execute and the Warrant Agent shall (in
the absence of notice to the Company and/or the Warrant Agent that a new Warrant
Certificate has been acquired by a bona fide purchaser)  countersign and deliver
to the Registered Holder in lieu thereof a new Warrant Certificate of like tenor
representing an equal aggregate number of Warrants.  Applicants for a substitute
Warrant Certificate shall also comply with such other reasonable regulations and
pay such other reasonable charges as the Warrant Agent may prescribe.

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SECTION 8.  ADJUSTMENT  OF EXERCISE  PRICE AND NUMBER OF SHARES OF COMMON  STOCK
            DELIVERABLE.

     (a) Except as hereinafter  provided, in the event the Company shall, at any
time or from  time to time  after the date  hereof  and  during  the term of the
Warrants, issue any shares of Common Stock as a stock dividend to the holders of
Common  Stock,  or subdivide or combine the  outstanding  shares of Common Stock
into a greater or lesser  number of shares (any such  issuance,  subdivision  or
combination being herein called a "Change of Shares"), then, and thereafter upon
each further Change of Shares,  the Exercise Price for the Warrants  (whether or
not the same shall be issued and  outstanding)  in effect  immediately  prior to
such  Change of Shares  shall be changed to a price  (including  any  applicable
fraction of a cent to the nearest  cent)  determined  by dividing (i) the sum of
(a) the total number of shares of Common Stock outstanding  immediately prior to
such Change of Shares,  multiplied by the Exercise  Price in effect  immediately
prior to such Change of Shares and (b) the  consideration,  if any,  received by
the Company upon such sale,  issuance,  subdivision or combination,  by (ii) the
total number of shares of Common Stock outstanding immediately after such Change
of Shares.

     For the  purposes  of any  adjustment  to be made in  accordance  with this
Section 8(a), the following provisions shall be applicable:

          (A)  In case of the  issuance or sale of shares of Common Stock (or of
               other securities deemed hereunder to involve the issuance or sale
               of shares of Common  Stock)  for a  consideration  part or all of
               which  shall be cash,  the  amount  of the  cash  portion  of the
               consideration  therefor  deemed  to  have  been  received  by the
               Company shall be (i) the subscription  price, if shares of Common
               Stock are offered by the Company  for  subscription,  or (ii) the
               public   offering   price   (before   deducting   therefrom   any
               compensation  paid or discount allowed in the sale,  underwriting
               or  purchase   thereof  by  underwriters  or  dealers  or  others
               performing   similar  services,   or  any  expenses  incurred  in
               connection   therewith),   if  such   securities   are   sold  to
               underwriters   or   dealers   for  public   offering   without  a
               subscription offering, or (iii) the gross amount of cash actually
               received by the Company for such securities, in any other case.

          (B)  In case of the issuance or sale  (otherwise than as a dividend or
               other  distribution  on any stock of the Company,  and  otherwise
               than on the  exercise  of  options,  rights  or  warrants  or the
               conversion or exchange of convertible or exchangeable securities)
               of  shares  of  Common  Stock  (or  of  other  securities  deemed
               hereunder  to involve  the  issuance  or sale of shares of Common
               Stock) for a  consideration  part or all of which  shall be other
               than cash,  the amount of the  consideration  therefor other than
               cash deemed to have been  received  by the  Company  shall be the
               value of such  consideration  as  determined in good faith by the
               Board of  Directors  of the Company,  using  customary  valuation
               methods and on the basis of prevailing  market values for similar
               property or services.

          (C)  Shares of  Common  Stock  issuable  by way of  dividend  or other
               distribution  on any stock of the Company shall be deemed to have
               been issued  immediately after the opening of business on the day
               following the record date for the  determination  of shareholders
               entitled to receive such dividend or other distribution and shall
               be deemed to have been issued without consideration.

          (D)  The  reclassification  of  securities  of the Company  other than
               shares of Common Stock into securities including shares of Common
               Stock shall be deemed to involve  the  issuance of such shares of
               Common  Stock for a  consideration  other  than cash  immediately
               prior  to the  close  of  business  on the  date  fixed  for  the
               determination  of  security  holders  entitled  to  receive  such
               shares,  and the  value of the  consideration  allocable  to such
               shares  of  Common  Stock  shall be  determined  as  provided  in
               subsection (B) of this Section 8(a).

          (E)  The number of shares of Common Stock at any one time  outstanding
               shall be deemed to include the aggregate maximum number of shares


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               issuable  (subject  to  readjustment  upon  the  actual  issuance
               thereof)  upon the  exercise of options,  rights or warrants  and
               upon the conversion or exchange of  convertible  or  exchangeable
               securities.

     (b) Upon each  adjustment of the Exercise Price pursuant to this Section 8,
the  number of shares of Common  Stock  purchasable  upon the  exercise  of each
Warrant  shall be the  number  derived  by  multiplying  the number of shares of
Common Stock  purchasable  immediately  prior to such adjustment by the Exercise
Price in effect prior to such adjustment and dividing the product so obtained by
the applicable adjusted Exercise Price.

     (c) In case of any  reclassification  or  change of  outstanding  shares of
Common Stock issuable upon exercise of the Warrants  (other than a change in par
value,  or from par value to no par value,  or from no par value to par value or
as a result of a subdivision or combination), or in case of any consolidation or
merger of the Company with or into another corporation (other than a merger with
a Subsidiary  in which  merger the Company is the  continuing  corporation)  and
which does not result in any  reclassification or change of the then outstanding
shares of Common Stock or other  capital  stock  issuable  upon  exercise of the
Warrants  (other than a change in par value,  or from par value to no par value,
or from no par value to par value or as a result of subdivision or  combination)
or in case of any sale or conveyance to another  corporation  of the property of
the Company as an entirety or substantially as an entirety, then, as a condition
of such reclassification, change, consolidation, merger, sale or conveyance, the
Company, or such successor or purchasing corporation,  as the case may be, shall
make lawful and adequate provision whereby the Registered Holder of each Warrant
then outstanding  shall have the right thereafter to receive on exercise of such
Warrant the kind and amount of  securities  and  property  receivable  upon such
reclassification,  change, consolidation, merger, sale or conveyance by a holder
of the number of securities  issuable upon exercise of such Warrant  immediately
prior  to  such  reclassification,   change,  consolidation,   merger,  sale  or
conveyance and shall forthwith file at the Corporate Office of the Warrant Agent
a  statement  signed by its Chief  Executive  Officer,  or  President  or a Vice
President and by its Treasurer or an Assistant  Treasurer or its Secretary or an
Assistant  Secretary  evidencing such provision.  Such provisions  shall include
provision  for  adjustments  which  shall  be as  nearly  equivalent  as  may be
practicable to the adjustments  provided for in Sections 8(a) and (b). The above
provisions   of  this  Section  8(c)  shall   similarly   apply  to   successive
reclassifications  and  changes  of  shares of  Common  Stock and to  successive
consolidations, mergers, sales or conveyances.

     (d) Irrespective of any adjustments or changes in the Exercise Price or the
number of shares of Common Stock purchasable upon exercise of the Warrants,  the
Warrant Certificates theretofore and thereafter issued shall, unless the Company
shall exercise its option to issue new Warrant Certificates  pursuant to Section
2(c) hereof,  continue to express the Exercise Price per share and the number of
shares purchasable  thereunder as the Exercise Price per share and the number of
shares  purchasable  thereunder were expressed in the Warrant  Certificates when
the same were originally issued.

     (e) After each adjustment of the Exercise Price pursuant to this Section 8,
the Company will promptly prepare a certificate  signed by the Chairman or Chief
Executive Officer or President,  and by the Treasurer or an Assistant  Treasurer
or the Secretary or an Assistant  Secretary,  of the Company setting forth:  (i)
the  Exercise  Price as so  adjusted,  (ii) the number of shares of Common Stock
purchasable upon exercise of each Warrant,  after such  adjustment,  and (iii) a
brief statement of the facts  accounting for such  adjustment.  The Company will
promptly file such  certificate with the Warrant Agent and cause a brief summary
thereof to be sent by ordinary first class mail to each Registered Holder at his
last address as it shall appear on the registry books of the Warrant  Agent.  No
failure to mail such  notice nor any defect  therein or in the  mailing  thereof
shall  affect the validity  thereof  except as to the holder to whom the Company
failed  to mail  such  notice,  or  except as to the  holder  whose  notice  was
defective.  The affidavit of an officer of the Warrant Agent or the Secretary or
an Assistant Secretary of the Company that such notice has been mailed shall, in
the absence of fraud, be prima facie evidence of the facts stated herein.

     (f) No adjustment of the Exercise  Price shall be made as a result of or in
connection  with (A) the issuance or sale of shares of Common Stock  pursuant to
options,  warrants,  stock purchase  agreements and  convertible or exchangeable
securities  outstanding  or in  effect  on the  date  hereof  and  on the  terms


                                       7
<PAGE>

described in the final prospectus relating to the Offering;  (B) the issuance or
sale of  shares  of Common  Stock  upon the  exercise  of any  "incentive  stock
options"  (as such term is  defined in the  Internal  Revenue  Code of 1986,  as
amended) or  non-qualified  stock  options under the  Company's  existing  stock
option plans, or otherwise,  described in the final  prospectus  relating to the
Offering (C) the  issuance or sale of shares of Common Stock in an  underwritten
public  offering on behalf of the Company at a discount to the Market Price;  or
(D) the  issuance  or sale of shares of  Common  Stock for a bona fide  business
purpose of the Company in an arm's length transaction with an unaffiliated party
involving a strategic alliance,  joint venture or licensing arrangement provided
the  number of shares so issued or sold do not  exceed,  individually  or in the
aggregate  at any time during the term of  Warrants,  more than  thirty  percent
(30%) of the then  outstanding  shares of Common Stock. In addition,  Registered
Holders shall not be entitled to cash dividends paid by the Company prior to the
exercise of any Warrant or Warrants held by them.

SECTION 9. CONCERNING THE WARRANT AGENT.

     (a) The Warrant Agent acts hereunder as agent and in a ministerial capacity
for the  Company and its duties  shall be  determined  solely by the  provisions
hereof.  The  Warrant  Agent  shall  not,  by  issuing  and  delivering  Warrant
Certificates   or  by  any   other  act   hereunder,   be  deemed  to  make  any
representations  as to the  validity  or value or  authorization  of the Warrant
Certificates or the Warrants  represented  thereby or of any securities or other
property delivered upon exercise of any Warrant or whether any stock issued upon
exercise of any Warrant is fully paid and nonassessable.

     (b)  The  Warrant  Agent  shall  not at any  time  be  under  any  duty  or
responsibility to any holder of Warrant Certificates to make or cause to be made
any adjustment of the Exercise  Price or the  Redemption  Price provided in this
Agreement,  or to  determine  whether any fact exists which may require any such
adjustments,  or with  respect to the nature or extent of any such  adjustments,
when made,  or with respect to the method  employed in making the same. It shall
not (i) be liable for any recital or statement of fact  contained  herein or for
any  action  taken,  suffered  or  omitted  by it in  reliance  on  any  Warrant
Certificate or other  document or instrument  believed by it in good faith to be
genuine and to have been  signed or  presented  by the proper  party or parties,
(ii) be  responsible  for any  failure on the part of the Company to comply with
any of its  covenants  and  obligations  contained  in this  Agreement or in any
Warrant  Certificate,  or (iii) be liable for any act or omission in  connection
with  this  Agreement  except  for its own  negligence,  bad  faith  or  willful
misconduct.

     (c) The Warrant Agent may at any time consult with counsel  satisfactory to
it (who  may be  counsel  for the  Company)  and  shall  incur no  liability  or
responsibility for any action taken,  suffered or omitted by it in good faith in
accordance with the opinion or advice of such counsel.

     (d) Any notice, statement, instruction, request, direction, order or demand
of the Company or shall be sufficiently evidenced by an instrument signed by the
Chairman of the Board of Directors,  Chief Executive  Officer or Chief Financial
Officer or President or any Vice  President  (unless  other  evidence in respect
thereof is herein  specifically  prescribed).  The  Warrant  Agent  shall not be
liable for any action taken,  suffered or omitted by it in accordance  with such
notice, statement,  instruction,  request, direction, order or demand reasonably
believed by it to be genuine.

     (e) The Company agrees to pay the Warrant Agent reasonable compensation for
its  services  hereunder  and  to  reimburse  it  for  its  reasonable  expenses
hereunder; the Company further agrees to indemnify the Warrant Agent and save it
harmless  from  and  against  any  and all  losses,  expenses  and  liabilities,
including judgments, costs and counsel fees, for anything done or omitted by the
Warrant Agent in the execution of its duties and powers hereunder EXCEPT losses,
expenses and liabilities  arising as a result of the Warrant Agent's negligence,
bad faith or willful conduct.

     (f) The  Warrant  Agent may resign its  duties and be  discharged  from all
further duties and  liabilities  hereunder  (except  liabilities  resulting as a
result of the Warrant Agent's own gross negligence or willful misconduct), after
giving 30 days prior  written  notice to the Company.  At least 15 days prior to
the date such resignation is to become effective,  the Warrant Agent shall cause

                                       8
<PAGE>

a copy of such notice of resignation  to be mailed to the  Registered  Holder of
each Warrant Certificate at the Company's expense. Upon such resignation, or any
inability  of the Warrant  Agent to act as such  hereunder,  the  Company  shall
appoint in writing a new warrant  agent.  If the Company shall fail to make such
appointment  within a period of 30 days after it has been notified in writing of
such resignation by the resigning  Warrant Agent,  then the Registered Holder of
any Warrant Certificate may apply to any court of competent jurisdiction for the
appointment of a new warrant agent. Any new warrant agent,  whether appointed by
the  Company  or by such a  court,  shall be a bank or  trust  company  having a
capital and surplus,  as shown by its last published report to its stockholders,
of not less than  $5,000,000 or a stock transfer  company.  After  acceptance in
writing of such appointment by the new warrant agent is received by the Company,
such new warrant agent shall be vested with the same powers,  rights, duties and
responsibilities as if it had been originally named herein as the Warrant Agent,
without any further assurance, conveyance, act or deed; but if for any reason it
shall be necessary  or  expedient to execute and deliver any further  assurance,
conveyance,  act or deed,  the same shall be done at the  expense of the Company
and shall be legally and validly executed and delivered by the resigning Warrant
Agent.  Not later than the effective  date of any such  appointment  the Company
shall file notice thereof with the resigning  Warrant Agent and shall  forthwith
cause a copy of such  notice  to be  mailed  to the  Registered  Holder  of each
Warrant Certificate.

     (g) Any  corporation  into which the Warrant Agent or any new warrant agent
may be converted or merged, any corporation  resulting from any consolidation to
which  the  Warrant  Agent or any new  warrant  agent  shall be a party,  or any
corporation  succeeding to the corporate  trust business of the Warrant Agent or
any new warrant agent shall be a successor  warrant  agent under this  Agreement
without  any  further  act,  provided  that such  corporation  is  eligible  for
appointment  as  successor  to the  Warrant  Agent under the  provisions  of the
preceding  paragraph.  Any such  successor  warrant agent shall  promptly  cause
notice of its succession as warrant agent to be mailed to the Company and to the
Registered Holders of each Warrant Certificate.

     (h) The Warrant Agent, its  subsidiaries and affiliates,  and any of its or
their  officers  or  directors,  may buy and  hold or  sell  Warrants  or  other
securities of the Company and otherwise deal with the Company in the same manner
and to the same extent and with like effect as though it were not Warrant Agent.
Nothing  herein  shall  preclude  the  Warrant  Agent  from  acting in any other
capacity for the Company or for any other legal entity.

     (i) The Warrant  Agent shall retain for a period of two years from the date
of exercise any Warrant Certificate received by it upon such exercise.

SECTION 10. MODIFICATION OF AGREEMENT.

     The Warrant Agent and the Company may by  supplemental  agreement  make any
changes or corrections in this Agreement (i) that they shall deem appropriate to
cure any  ambiguity  or to correct any  defective or  inconsistent  provision or
manifest mistake or error herein contained; or (ii) that they may deem necessary
or desirable and which shall not  adversely  affect the interests of the holders
of  Warrant  Certificates;  PROVIDED,  HOWEVER,  that this  Agreement  shall not
otherwise be modified,  supplemented  or altered in any respect  except with the
consent in writing of the Registered Holders  representing not less than 66-2/3%
of the  Warrants  then  outstanding;  PROVIDED,  FURTHER,  that no change in the
number or nature of the securities purchasable upon the exercise of any Warrant,
or to increase  the  Exercise  Price  therefor or to  accelerate  of the Warrant
Expiration  Date, shall be made without the consent in writing of the Registered
Holder of the Warrant  Certificate  representing  such Warrant,  other than such
changes as are specifically prescribed by this Agreement as originally executed.

SECTION 11. NOTICES.

     All notices, requests, consents and other communications hereunder shall be
in  writing  and shall be deemed  to have  been  made when  delivered  or mailed
first-class registered or certified mail, postage prepaid, as follows: if to the
Registered  Holder of a Warrant  Certificate,  at the  address of such holder as
shown on the registry books  maintained by the Warrant Agent;  if to the Company
at 4350 Peachtree  Industrial  Boulevard,  Suite 100,  Norcross,  Georgia 30071,
Attention:  Morris  Van  Asperen,  or at such  other  address  as may have  been
furnished to the Warrant Agent in writing by the Company;  and if to the Warrant
Agent, at 6201 15th Avenue, 3rd Floor, Brooklyn, New York 11219.

                                       9
<PAGE>

SECTION 12. GOVERNING LAW.

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the State of __________ without giving effect to conflicts of laws.

SECTION 13. BINDING EFFECT.

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
Company,  and the Warrant Agent and their respective  successors and assigns and
the holders from time to time of Warrant Certificates or any of them. Nothing in
this Agreement is intended or shall be construed to confer upon any other person
any right,  remedy or claim,  in equity or at law,  or to impose  upon any other
person any duty, liability or obligation.

SECTION 14. TERMINATION.

     This Agreement  shall  terminate at the close of business on the Expiration
Date of all of the Warrants or such  earlier  date upon which all Warrants  have
been  exercised or redeemed,  except that the Warrant Agent shall account to the
Company for cash held by it and the provisions of Section 9 hereof shall survive
such termination.

SECTION 15. COUNTERPARTS.

     This  Agreement  may be  executed  in  several  counterparts,  which  taken
together shall constitute a single document.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the first date first above written.



ATTEST:                                 COLOR IMAGING, INC.


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

Name: ---------------------------       Name: ----------------------------

Title: --------------------------       Title: ---------------------------



ATTEST:                                 AMERICAN STOCK TRANSFER
                                           & TRUST COMPANY,
                                             as Warrant Agent



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

Name: ---------------------------       Name: ----------------------------

Title: --------------------------       Title: ---------------------------


                                       10
<PAGE>

                                    EXHIBIT A

                   NO. W ------- VOID AFTER DECEMBER 31, 2003

                               ---------- WARRANTS

                                     FORM OF

            WARRANT CERTIFICATE TO PURCHASE ONE SHARE OF COMMON STOCK

                               COLOR IMAGING, INC.

                            CUSIP #------------------

THIS CERTIFIES THAT, FOR VALUE RECEIVED -----------------------------------,  or
its registered  assigns (the "Registered  Holder") is the owner of the number of
Warrants (the "Warrants")  specified above. Each Warrant initially  entitles the
Registered Holder to purchase,  subject to the terms and conditions set forth in
this Certificate and the Warrant Agreement (as hereinafter  defined),  one fully
paid and nonassessable share of Common Stock, par value $.01 per share, of COLOR
IMAGING,  INC.,  a  Delaware  corporation  (the  "Company"),  any  time  between
-------------,  2002, and the Expiration Date (as hereinafter  defined) upon the
presentation  and surrender of this Warrant  Certificate  with the  Subscription
Form on the reverse hereof duly executed, at the corporate office of the Warrant
Agent, or its successor (the "Warrant  Agent"),  accompanied by payment of $2.00
per share,  subject to adjustment (the "Exercise Price"), in lawful money of the
United  States of America in cash or by check made payable to the Warrant  Agent
for the account of the Company.

This Warrant Certificate and each Warrant represented hereby are issued pursuant
to and are subject in all respects to the terms and  conditions set forth in the
Warrant Agreement (the "Warrant Agreement"),  dated -------------,  2002, by and
between the Company, and the Warrant Agent.

In the event of certain contingencies provided for in the Warrant Agreement, the
Exercise Price and the number of shares of Common Stock subject to purchase upon
the exercise of each Warrant  represented  hereby are subject to modification or
adjustment.

Each Warrant  represented  hereby is exercisable at the option of the Registered
Holder, but no fractional  interests will be issued. In the case of the exercise
of less than all the Warrants  represented hereby, the Company shall cancel this
Warrant  Certificate  upon the surrender  hereof and shall execute and deliver a
new Warrant Certificate or Warrant Certificates of like tenor, which the Warrant
Agent shall countersign, for the balance of such Warrants.

The term "Expiration  Date" shall mean 5:00 p.m. (New York time) on December 31,
2003. If such date shall in the State of New York be a holiday or a day on which
the banks are authorized to close, then the Expiration Date shall mean 5:00 p.m.
(New York time) the next  following  day which in the State of New York is not a
holiday or a day on which banks are authorized to close.

The Company  shall not be  obligated to deliver any  securities  pursuant to the
exercise of this Warrant  unless a registration  statement  under the Securities
Act of 1933,  as  amended  (the  "Act"),  with  respect  to such  securities  is
effective or an exemption  thereunder is available.  The Company has  covenanted
and  agreed  that  it will  file a  registration  statement  under  the  Federal
securities laws, use its best efforts to cause the same to become effective, use
its best efforts to keep such registration  statement current, if required under
the Act, while any of the Warrants are outstanding but only until the Expiration
Date, and deliver a prospectus  which complies with Section  10(a)(3) of the Act
to the  Registered  Holder  exercising  this Warrant.  This Warrant shall not be
exercisable  by a Registered  Holder in any state where such  exercise  would be
unlawful.

This Warrant  Certificate  is  exchangeable,  upon the  surrender  hereof by the
Registered  Holder at the  corporate  office  of the  Warrant  Agent,  for a new



<PAGE>

Warrant Certificate or Warrant  Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered  Holder at the
time of such  surrender.  Upon due  presentment  and payment of any tax or other
charge imposed in connection  therewith or incident thereto, for registration of
transfer of this Warrant  Certificate at such office, a new Warrant  Certificate
or Warrant Certificates  representing an equal aggregate number of Warrants will
be issued to the transferee in exchange  therefore,  subject to the  limitations
provided in the Warrant Agreement.

Prior to the exercise of any Warrant  represented  hereby, the Registered Holder
shall not be entitled to any rights of a stockholder of the Company,  including,
without  limitation,  the  right  to  vote  or to  receive  dividends  or  other
distributions,  and  shall  not  be  entitled  to  receive  any  notice  of  any
proceedings of the Company, except as provided in the Warrant Agreement.

Prior to due presentment for  registration of transfer  hereof,  the Company and
the Warrant Agent may deem and treat the Registered Holder as the absolute owner
hereof and of each Warrant represented hereby  (notwithstanding any notations of
ownership or writing hereon made by anyone other than a duly authorized  officer
of the Company or the Warrant  Agent) for all purposes and shall not be affected
by any notice to the contrary, except as provided in the Warrant Agreement.

This Warrant  Certificate  shall be governed by and construed in accordance with
the laws of the State of New York without giving effect to conflicts of laws.

This Warrant Certificate is not valid unless countersigned by the Warrant Agent.

IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be duly
executed,  manually  or in  facsimile  by  two of its  officers  thereunto  duly
authorized and a facsimile of its corporate seal to be imprinted hereon.



Dated: ------------, 2002                      COLOR IMAGING, INC.



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

Name: ---------------------------              Name: ---------------------------

Title: Secretary                               Title: --------------------------



COUNTERSIGNED:

AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

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

Its:----------------------------------- an Authorized Officer



<PAGE>



                                SUBSCRIPTION FORM

To Be Executed by the Registered Holder
in Order to Exercise Warrants

The  undersigned   Registered  Holder  hereby  irrevocably  elects  to  exercise
_________________  Warrants  represented  by this  Warrant  Certificate,  and to
purchase  the  securities  issuable  upon the  exercise  of such  Warrants,  and
requests that  certificates  for such securities  shall be issued in the name of
_______________.


                       -----------------------------------
                          PLEASE INSERT SOCIAL SECURITY
                           OR OTHER IDENTIFYING NUMBER


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

--------------------------------------------------------------------------------
                     (please print or type name and address)

and be delivered to

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



--------------------------------------------------------------------------------
                     (please print or type name and address)

and if such number of Warrants  shall not be all the Warrants  evidenced by this
Warrant  Certificate,  that a new  Warrant  Certificate  for the balance of such
Warrants be registered in the name of, and delivered to, the  Registered  Holder
at the address stated below.

                    IMPORTANT: PLEASE COMPLETE THE FOLLOWING

ADDRESS


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


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

                             ----------------------
                           Social Security or Taxpayer
                              Identification Number



SIGNATURE: -----------------------------------



SIGNATURE GUARANTEED





<PAGE>


                                   ASSIGNMENT


To Be Executed by the Registered Holder
in Order to Assign Warrants

FOR VALUE RECEIVED, --------------------------------,  hereby sells, assigns and
transfers unto

                     --------------------------------------
                        PLEASE INSERT SOCIAL SECURITY OR
                            OTHER IDENTIFYING NUMBER


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


--------------------------------------------------------------------------------
                     (please print or type name and address)

--------------------------------------- of  the  Warrants  represented  by  this
Warrant   Certificate,   and  hereby   irrevocably   constitutes   and  appoints
__________________________  Attorney to transfer this Warrant Certificate on the
books of the Company, with full power of substitution in the premises.

Dated: ---------------------


SIGNATURE: -------------------------------------



SIGNATURE GUARANTEED




THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION  FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT  CERTIFICATE IN EVERY  PARTICULAR,
WITHOUT  ALTERATION  OR  ENLARGEMENT  OR  ANY  CHANGE  WHATSOEVER  AND  MUST  BE
GUARANTEED BY AN ELIGIBLE GUARANTOR  INSTITUTION (BANKS,  STOCKBROKERS,  SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.




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