AGREEMENT

This  Agreement is entered into by and between Xerox Corporation,
a  corporation organized under the laws of the State of New  York
("Xerox")  and  Accent  Color Sciences, a  corporation  organized
under  the  laws of the State of Connecticut ("ACS")  and  amends
certain  agreements  between  the parties  as  more  specifically
described herein.  This Agreement shall be effective on the  date
the last signature is affixed hereto ("Effective Date").

WHEREAS,  the  parties have certain rights and obligations  under
certain agreements currently in force between them; and

WHEREAS,  Xerox  has notified ACS that Xerox  does  not  wish  to
distribute the cut-sheet version of the ACS 135 printer as an OEM
product; and

WHEREAS,  the parties are interested in engaging in  a  Finishing
Partner relationship; and

WHEREAS, the parties desire to amicably resolve the situation;

NOW,  THEREFORE,  in  consideration of the  mutual  promises  and
undertakings hereinafter set forth, the parties agree as follows:


SECTION 1. DEFINITIONS

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

1.1  "Development  Agreement" shall mean that  certain  agreement
between the parties styled a Product Development and Distribution
Agreement which was effective February 16, 1996.

1.2  "Financial  Institution" shall mean a bank,  trust  company,
national  banking  association, savings  bank,  industrial  bank,
private banker, foreign banking corporation, federal savings  and
loan  association, a savings institution chartered and supervised
as a savings and loan or similar institution under federal law or
the  laws  of a state, a federal credit union, or a credit  union
chartered and supervised under the laws of a state.

1.3  "Loan  Agreement" shall mean that certain agreement  between
the  parties styled a "Loan Agreement and Promissory Note"  dated
February 29, 1996.

1.4  "Registration  Rights Agreement"  shall  mean  that  certain
agreement  between  the  parties styled  a  "Registration  Rights
Agreement" dated February 29, 1996.

1.5 "Security Agreement" shall mean certain agreement between the
parties  styled  a  "Security Agreement" effective  February  29,
1996.

1.6  "Warrant  Agreements"  shall mean those  certain  agreements
between the parties each styled a Warrant to Purchase the  Common
Stock  of Accent Color Sciences, one effective February 29,  1996
and the other effective April 19, 1996.


SECTION 2.  DEVELOPMENT AGREEMENT TERMINATED

2.1  The  Development Agreement is terminated as of the Effective
Date  and  neither  party  shall hereafter  have  any  rights  or
obligations arising therefrom or with respect thereto.
2.2 Xerox will consider an application from ACS to become a Xerox
Finishing  Partner on and subject to Xerox's customary terms  and
conditions.

SECTION 3.  EXERCISE OF WARRANTS/ISSUANCE OF ADDITIONAL SHARES

3.1  Xerox hereby exercises its right to purchase shares  of  ACS
common  stock as set forth in each of the Warrant Agreements  and
with  respect  to all 375,000 shares of ACS common stock  subject
thereto (the "Warrant Shares").  Xerox and ACS hereby acknowledge
and agree that the exercise price for the purchase of the Warrant
Shares,  in  the  aggregate  amount of $1,375,000  (the  "Warrant
Shares  Purchase Price"), under the Warrant Agreements  shall  be
paid  by  reducing  ACS  indebtedness to  Xerox  under  the  Loan
Agreement as of the Effective Date.  The Warrant Shares  Purchase
Price shall be applied to reduce the indebtedness under the  Loan
Agreement  in  the  manner set forth in Section  5  of  the  Loan
Agreement.   ACS  hereby  acknowledges the  application  of  such
purchase  price in reduction of its indebtedness under  the  Loan
Agreement as full payment for the Warrant Shares pursuant to  the
Warrant  Agreements  and agrees to promptly cause  a  certificate
evidencing such 375,000 shares of its common stock to  be  issued
and delivered to Xerox.

3.2  Upon the Effective Date and in partial consideration of  the
agreements  of  Xerox set forth herein, ACS will issue  to  Xerox
50,000  shares of its common stock, no par value (the "New Common
Shares".  Xerox represents that it is acquiring these shares  for
investment and without a view to the distribution thereof  (other
than  in  connection  with  a  registration  thereof  under   the
Registration   Rights  Agreement)  and  acknowledges   that   the
certificate   representing  such  shares  will  bear   a   legend
restricting  the  transfer  of such  shares  in  accordance  with
applicable  securities  laws.  The New  Common  Shares  shall  be
deemed   to  be  "Registrable  Securities"  as  defined  in   the
Registration  Rights Agreement and entitled to all  the  benefits
applicable  to "Shares" under and as defined in the  Registration
Rights Agreement.

3.3  ACS hereby represents and warrants that when issued each  of
the  Warrant  Shares  and  the New Common  Shares  will  be  duly
authorized, validly issued, fully paid and nonassessable.

3.4  Xerox  hereby exercises its right under Section 2.2  of  the
Registration  Rights  Agreement to  require  ACS  to  effect  the
registration  of  the Warrant Shares and the  New  Common  Shares
(collectively the 425,000 shares making up the Warrant Shares and
the  New  Common  Shares may be hereinafter referred  to  as  the
"Registrable  Shares") for public sale pursuant to a registration
statement to be filed with the Securities and Exchange Commission
in  accordance  with  the Registration Rights  Agreement.   Xerox
agrees  that,  without intending to modify any  other  rights  or
obligations under the Registration Rights Agreement, ACS shall be
deemed in compliance with the Registration Rights Agreement if it
shall file a registration statement within 90 days following  the
Effective  Date or December 31, 1997, whichever  is  later.   ACS
hereby  acknowledges Xerox's right to demand registration of  the
Registrable   Shares  and  receipt  of  the   demand   for   such
registration.   ACS agrees to use its best efforts  to  file  the
registration statement within the time frame set forth above  and
will  provide to Xerox a draft of such registration statement  on
or  before December 1, 1997.  ACS hereby waives any rights it may
have to delay the filing of a registration statement as set forth
in Section 2.2(c) of the Registration Rights Agreement.


SECTION 4. AMENDMENT TO LOAN AGREEMENT

4.1 The Loan Agreement is amended to the extent that after giving
effect  to  the  repayment of principal to Xerox under  the  Loan
Agreement as set forth in paragraph 3.1 above, commencing on  the
first day of the first full month after the Effective Date to and
including  December  1,  1997, ACS  shall  in  equal  consecutive
monthly  installment  payments pay the  remaining  principal  and
accrued interest under the Loan Agreement.

4.2  In  all  other respects the Loan Agreement remains  in  full
force and effect.
4.3  Except  as otherwise disclosed by ACS to Xerox  in  writing,
each  of  the representations and warranties contained in Section
11  of  the  Loan  Agreement and in Section  3  of  the  Security
Agreement  will be true and correct in all material  respects  on
the  Effective Date as though such representations and warranties
were made on and as of the Effective Date.


SECTION 5.  AMENDMENT TO SECURITY AGREEMENT

5.1  The  Security Agreement is amended to the  extent  that  the
first priority security interest in the Collateral (as such  term
is  defined  in the Security Agreement) granted by ACS  to  Xerox
pursuant to section 2.1 (a) of the Security Agreement (the "Xerox
Security  Interest") is hereby subordinated to any other security
interest  in  the  Collateral  granted  by  ACS  to  a  Financial
Institution for the purpose of securing financing extended to ACS
by  such  Financial  Institution  (s)  for  the  purpose  of  the
continuation  or  expansion  of  ACS'  business  (the  "Financial
Institution Security Interest"), provided, however, in the  event
that  there is an Event of Default (as defined in either the Loan
Agreement  or  the  Security Agreement) then the  Xerox  Security
Interest  will  not be subordinated to any Financial  Institution
Security  Interest granted after the date such Event  of  Default
occurs  and  during the period of time such Event of  Default  is
continuing and provided further, that, if, prior to such Event of
Default  occurring,  ACS has not granted a Financial  Institution
Security  Interest, the Xerox Security Interest  shall  remain  a
first priority security interest.

5.2 Xerox waives its rights under section 2.1 (b) of the Security
Agreement insofar as it is necessary for paragraph 5.1  above  to
be implemented.

5.3 Except as provided above, the terms of the Security Agreement
remain in full force and effect.


SECTION 6.  RELEASE FROM LIABILITY

6.1 Except for the obligations of Xerox hereunder, ACS, on behalf
of  itself  and  all  of  its  affiliated  companies,  and  their
respective shareholders, officers, directors, employees,  agents,
successors  and  assigns, hereby releases, acquits,  remises  and
forever  discharges Xerox and all of Xerox' affiliated companies,
and   their   respective   shareholders,   officers,   directors,
employees,  agents,  heirs, successors,  and  assigns,  from  all
claims,  damages,  liabilities, equities, costs,  attorney  fees,
causes  of action of any kind, suits, debts, dues, sums of money,
accounts,  bonds,  bills,  covenants,  contracts,  controversies,
agreements,   promises,   judgments,  executions,   and   demands
whatsoever,  whether  known or unknown,  in  law,  admiralty,  or
equity,  which  they  ever had, now have or may  have,  from  the
beginning of the world to the Effective Date, which arise from or
relate to the Development Agreement.

6.2  Except  for the obligations of ACS hereunder and  under  the
Loan  Agreement.  the  Registration  Rights  Agreement  and   the
Security  Agreement,  as  amended by this  Agreement,  Xerox,  on
behalf  of itself and all of its affiliated companies, and  their
respective shareholders, officers, directors, employees,  agents,
successors  and  assigns, hereby releases, acquits,  remises  and
forever discharges ACS and all of ACS' affiliated companies,  and
their  respective  shareholders, officers, directors,  employees,
agents, heirs, successors, and assigns, from all claims, damages,
liabilities, equities, costs, attorney fees, causes of action  of
any  kind,  suits,  debts, dues, sums of money, accounts,  bonds,
bills, covenants, contracts, controversies, agreements, promises,
judgments, executions, and demands whatsoever, whether  known  or
unknown,  in law, admiralty, or equity, which they ever had,  now
have  or  may  have,  from the beginning  of  the  world  to  the
Effective  Date,  which arise from or relate to  the  Development
Agreement.

6.3   The  parties  agree that, except as may  be  necessary  for
compliance  with  law or as may be necessary to be  disclosed  to
their  respective  attorney  or accountants  in  order  for  such
persons  to  discharge  their professional responsibilities,  the
terms  of this Agreement may not be made public without the prior
written  consent  of the other party. It is  the  intent  of  the
parties,  however,  that  ACS will issue  a  mutually  acceptable
announcement in the form of a news release on the Effective Date.


SECTION 7.  MISCELLANEOUS PROVISIONS

7.1 Remedies, Non-Waiver.  No failure or delay by either party in
exercising any right, power or privilege hereunder shall  operate
as  a waiver thereof, nor shall any single or partial exercise of
any  right,  power or privilege hereunder preclude any  other  or
further  exercise  thereof or the exercise of  any  other  right,
power  or  privilege.  No right or remedy in  this  Agreement  is
intended  to  be  exclusive but each shall be cumulative  and  in
addition  to  any  other remedy referred to herein  or  otherwise
available to the parties at law or in equity; and the exercise by
Lender of any one or more of such remedies shall not preclude the
simultaneous or later exercised by the parties of any or all such
other remedies.

7.2  Notices.  All notices, requests and demands to or  upon  any
  party  hereto  shall be deemed duly given  or  made  when  hand
  delivered  or  sent by United States Registered  mail,  postage
  prepaid,  receipt  requested, addressed to such  party  at  its
  address set forth below:

If to Xerox:
     Xerox Corporation
     PO Box 1600
     800 Long Ridge Road
     Stamford, Connecticut 06904
     Attention: Richard S. Palmer
     Director, Corporate Business Development

     with a copy to:

     Xerox Corporation
     PO Box 1600
     800 Long Ridge Road
     Stamford, Connecticut 06904

     Attention:  Senior Vice President and General Counsel

If to ACS:
     Accent Color Sciences, Inc.
     800 Connecticut Boulevard
     East Hartford, CT 06108

     Attention:  Chief Financial Officer

7.3  Amendment, Modification.  This  Agreement may be amended  or
modified  only  by  a  written agreement of  the  parties  hereto
specifically referring to this  Agreement.

7.4 Binding Provision.  This  Agreement shall be binding upon and
inure  to  the  benefit  of  the  parties  and  their  respective
successors and assigns.

7.5  Titles.  Heading of sections are for convenience  only,  are
not part of this  Agreement and shall not be deemed to affect the
meaning or construction of any of the provisions hereof.

7.6 Severable Provisions.  Any provision of this  Agreement which
is  prohibited or unenforceable in any jurisdiction shall, as  to
such   jurisdiction,  be  ineffective  to  the  extent  of   such
prohibition   or   unenforceability  without   invalidating   the
remaining   provisions  hereof,  and  any  such  prohibition   or
unenforceability  shall not invalidate or rendered  unenforceable
such provision in any other jurisdiction.

7.7  Choice  of  Law.  This  Agreement shall be governed  by  and
construed  in accordance with the laws of the State of  New  York
without reference to the choice of law principles thereof.

      IN  WITNESS  WHEREOF, the parties have  duly  executed  and
delivered  this  Agreement as of the date the last  signature  is
affixed hereto.

ACCENT COLOR SCIENCES, INC.     XEROX CORPORATION

By:__________________________
By:__________________________________________

Title:President and CEO            Title:VP,GM High  End  Systems
Printing, XEROX

Date: September 22, 1997        Date: September 22, 1997