ACCENT COLOR SCIENCES INC
RELEASE  AND  SETTLEMENT  AGREEMENT
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>2
<FILENAME>d25266_ex10-33.txt
<DESCRIPTION>RELEASE  AND  SETTLEMENT  AGREEMENT
<TEXT>


                        RELEASE AND SETTLEMENT AGREEMENT


     THIS RELEASE AND SETTLEMENT  AGREEMENT  ("Agreement")  is made effective on
the 1st day of March, 2001 ("Effective Date") between Xerox  Corporation,  a New
York corporation with offices at Fairport, New York ("Xerox"),  Set Electronique
S.A., a French  corporation with offices at Wissous,  France ("SE"),  and Accent
Color Sciences,  Inc., a Connecticut  corporation with offices at East Hartford,
Connecticut ("ACS").

                                    RECITALS:

WHEREAS,  SET  Electronique  France S.A., a French  corporation  with offices at
Wissons,  France  ("SET"),  entered  into  a  certain  Product  Development  and
Distribution  Agreement  with  ACS  effective  August  27,  1997  ("Distribution
Agreement"); and

WHEREAS,  on or about  February 16, 1999, SET was subject to a share purchase by
Xerox Document  Services SNC, a partnership with its principal office at 134-140
Rue  d'Ambervilliers,  Paris ("XDS"),  as represented by the affiliated  company
Xerox The Document  Company S.A.S.,  a French  corporation,  such share purchase
resulting in SE, becoming a wholly owned subsidiary of XDS; and

WHEREAS,  ACS and SE desire to ratify  the  assignment  to SE of all  rights and
obligations of SET under the terms of the Distribution  Agreement effective with
the share purchase described herein; and

WHEREAS,  ACS and SE  have  each  asserted  certain  claims  against  the  other
respectively with respect to the Distribution Agreement; and

WHEREAS,  each party disputes the validity of the claims and amounts  alleged to
be due and owing by the other party; and

WHEREAS,  the parties  desire to settle any and all claims each may have against
the other, in the manner and upon the terms and conditions herein provided:

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parities hereby agree as follows:

I.   DEFINITIONS

1.   Closing.  "Closing"  shall mean  March 1,  2001,  or such other date as the
     parties mutually agree.

2.   Distribution   Agreement.   "Distribution   Agreement"   shall   mean   the
     Distribution Agreement together with certain amendments to the Distribution
     Agreement  entered  into by ACS and SE from time to time,  such  amendments
     including (without  limitation) the July 21, 1999 letter from Jerry Luckett
     of SE.


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3.   Products.  "Products"  shall  have the  same  meaning  as set  forth in the
     Distribution  Agreement,  namely the ACS-SET Truecolor System and other ACS
     products listed in Exhibits A through C, including Spares,  Consumables and
     all modifications, improvements, enhancements, additions, updates, releases
     and versions  thereof.  All other  defined terms in this Section shall have
     the meaning ascribed to them in the Distribution Agreement.

4.   Xerox Company. "Xerox Company" shall mean Xerox Corporation, Xerox Limited,
     Fuji Xerox Co.,  Ltd.,  Modi Xerox Co.,  Ltd.,  Xerox The Document  Company
     S.A.S.,  SE, XDS, and any entity which is owned or  controlled  directly or
     indirectly by Xerox Corporation or by any of the foregoing.

II.  OBLIGATIONS OF THE PARTIES

1.   Xerox Obligations.

          (a)  Payment.  At the  Closing  and  concurrently  with  receipt of an
          executed release from ACS in the form attached hereto as Attachment A,
          Xerox will electronically  transfer (wire) the amount of three hundred
          eighty-one thousand five hundred eighty-five dollars  ($381,585.00) to
          ACS. The foregoing  payment  constitutes  Xerox's sole  liability with
          respect to this Agreement.

2.   ACS Obligations.

          (a) Release. At the Closing,  ACS will deliver to each of Xerox and SE
          an original executed release in the form attached hereto as Attachment
          A ("Xerox Company Release").

          (b) Technical  Support.  Commencing  with the Closing  Date,  ACS will
          continue  to  provide  SE, at ACS'  then  current  charges,  telephone
          technical  support,  service  and  software  support  with  respect to
          Products  during the period  continuing  for seven (7) years after the
          date of  delivery  of the last  ACS-SET  Truecolor  System to SE. If a
          technical problem cannot be resolved by telephone  technical  support,
          ACS will provide on site technical  support to SE at ACS' then current
          charges,  plus reasonable  costs of travel,  food and lodging actually
          incurred by ACS and preapproved in writing by SE.

III. TERMINATION OF DISTRIBUTION AGREEMENTS

1.   Distribution  Agreement.  Upon the Closing Date, the Distribution Agreement
     will be deemed  terminated  in its entirety by mutual  agreement of ACS and
     SE, provided that ACS' obligations  under the  Distribution  Agreement with
     respect  to  any  and  all  Products   delivered  in  accordance  with  the
     Distribution  Agreement as of the effective  termination  date will survive
     such termination.  Except with respect to such surviving provisions and the
     technical support  identified in Section 11.2(b),  neither party shall have
     any further liability under the Distribution Agreement.

2.   Product Development and Distribution  Agreement.  In addition,  the Product
     Development and Distribution  Agreement  executed by the parties  effective
     August 27, 1997, will be deemed terminated in its entirety by


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     mutual  agreement of ACS and SE as of the Closing  Date,  and neither party
     shall have any further liability thereunder.

IV.  GENERAL

1.   Admission of Liability.  The parties acknowledge and agree that neither the
     execution nor delivery of this  Agreement or of any document to be executed
     or delivered  pursuant to this  Agreement  nor the taking of any  action(s)
     taken or to be taken  pursuant to this  Agreement  shall  constitute  or be
     construed as an admission of any liability by any party.

2.   Covenant Not to Sue. Except for actions to enforce this Agreement,  each of
     the parties  agrees not to file or cause to be filed any  complaint (or any
     motion  or  document  in  the  nature  of  a  complaint)  with  any  court,
     arbitrator,  agency,  commission,  department  or  other  tribunal  in  any
     jurisdiction  against  the other  party (or its  affiliates,  shareholders,
     directors,    officers,   employees,   agents,   attorneys,   insurers   or
     representatives)  with  respect  to any  claims  included  within the Xerox
     Company  Release.  In the event that a lawsuit is brought to enforce any of
     the provisions of this Agreement, the prevailing party shall be entitled to
     recover its reasonable attorneys' fees from the other party.

3.   Non-Assignment of Claims. ACS represents and warrants (a) that it holds all
     right,  title  and  interest  in and to all of the  claims  to be  released
     pursuant  to the Xerox  Company  Release  and that it has not  assigned  or
     otherwise  transferred any right, title or interest in any such claims; (b)
     that it has no knowledge of any third party claims  against  Xerox  Company
     arising out of or related to goods and services provided in connection with
     ACS'  performance  under the  Distribution  Agreement;  and (c) that in the
     event any such claim arises,  ACS shall use best efforts to achieve  prompt
     resolution thereof.  Xerox represents and warrants that it holds all right,
     title and  interest in and to all of the claims to be released  pursuant to
     the ACS Release and that it has not assigned or otherwise  transferred  any
     right, title or interest in any such claims.

4.   Indemnification.  ACS hereby  agrees to  indemnify,  defend and hold Xerox,
     Xerox Companies,  and their  respective  officers,  affiliates,  employers,
     directors, principals, agents and representatives harmless from and against
     any and all  liabilities,  liens,  claims,  damages,  costs  and  expenses,
     together with  reasonable  attorneys'  fees  incurred in connection  with a
     breach of any of its obligations hereunder.

5.   Waiver.  No waiver of any portion of this  Agreement  shall be valid unless
     such waiver is in writing,  is signed by the waiving party and specifically
     designates  the breach  waived.  The waiver by any party in any  particular
     instance of any such party's rights  hereunder shall not be considered as a
     continuing waiver of similar or other rights or breaches.

6.   Severability.  If any  term,  provision,  covenant  or  condition  of  this
     Agreement  is held to be invalid,  void or otherwise  unenforceable  to any
     extent  by any  court of  competent  jurisdiction,  the  remainder  of this
     Agreement shall not be affected thereby, and each term, provision, covenant
     or  condition  of this  Agreement  shall be valid  and  enforceable  to the
     fullest extent permitted by law.

7.   No Joint and Several  Liability.  Nothing in this Agreement shall be deemed
     to create joint and several liability among any of the parties hereto.


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8.   Binding  Effect.  This Agreement  shall be binding upon, and shall inure to
     the benefit  of, the parties  hereto and their  respective  successors  and
     assigns.

9.   Costs and Expenses. In the event that any party hereto shall default in the
     performance  or observance  (herein called the  "Defaulting  Party") of the
     Defaulting  Party's  duties  or  obligations  under  this  Agreement,   the
     Defaulting  Party  shall  pay any and all costs  and  expenses  (including,
     without limitation,  reasonable attorneys' fees and disbursements) incurred
     by the other party in  enforcing  or  attempting  to enforce the duties and
     obligations of the Defaulting Party hereunder.

10.  Captions.  The captions in this Agreement are for  convenience of reference
     only and shall not be considered in the construction or  interpretation  of
     any term or provision hereof.

11.  Enforceability. Each of the parties hereto represents and declares that the
     person executing this Agreement on behalf of such party,  together with all
     Attachments  and Exhibits,  is duly  empowered and  authorized to do so and
     that this  Agreement  and  Exhibits  are each a legal,  valid  and  binding
     obligation of such party, enforceable in full accordance with its terms.

12.  Controlling  Language.  This  Agreement  shall be in  English  only,  which
     language  shall be  controlling  in all respects.  All documents  exchanged
     under this Agreement shall be in English only.

13.  Governing Law. This Agreement shall be governed by,  construed and enforced
     in accordance  with the laws of the State of New York without regard to its
     conflict of laws principals.

14.  Entire Agreement. This Agreement,  including the Recitals and together with
     the Xerox Company  Release,  constitutes the entire  agreement  between the
     parties hereto relating to the settlement of the claims  described  herein.
     No amendment, modification or waiver of this Agreement or any provisions of
     this  Agreement  shall be valid  unless the same  shall be in  writing  and
     signed by each party  hereto.  There are no  understandings,  agreements or
     representations or warranties, express or implied, not specified herein.

15.  Counterparts.  This  Agreement  may be  executed in  counterparts  and each
     counterpart  shall be deemed to  constitute a correct and true  original of
     the Agreement.


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XEROX CORPORATION                               ACCENT COLOR SCIENCES

By:/s/ Thomas F. Wetjen                         By: /s/ Ronald Derby

Name: Thomas F. Wetjen                          Name: Ronald Derby

Title: VP/GM                                    Title: Chief Financial Officer


SET ELECTRONIQUES S.A.

By: /s/ Karl Certy

Name: Karl Certy

Title: Director


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                                  ATTACHMENT A

                              XEROX COMPANY RELEASE


FOR THE CONSIDERATION  set forth in a certain Release and Settlement  Agreement,
dated March 1, 2001,  between Xerox  Corporation,  a New York  corporation  with
offices  at  Fairport,  New York  ("Xerox"),  Set  Electronique  S.A.,  a French
corporation with offices at Wissous,  France ("SE"),  and Accent Color Sciences,
Inc.,  a  Connecticut  corporation  with offices at East  Hartford,  Connecticut
("ACS"),  the receipt of which is hereby  acknowledged,  ACS, for itself and for
its  successors and assigns,  hereby  remises,  releases and forever  discharges
Xerox,  Xerox  Companies,  their  respective  successors  and  assigns  and  its
affiliates,    officers,   employees,   directors,    principals,   agents   and
representatives  ("Releasees"),  of and from any and all  manner of  action  and
actions,  causes and causes of actions,  suits, debts, accounts,  sums of money,
covenants,  contracts,  promises,  agreements,  damages, judgments,  executions,
claims and demands whatsoever,  in law or in equity, which ACS ever had, now has
or which ACS or its  successors  and  assigns,  can,  shall or may have  against
Releasees,  for, upon or by reason of any matter, cause or thing whatsoever from
the beginning of the world to the date of these  presents,  excluding,  however,
any and all claims  arising  by virtue of any  failure by Xerox or SE to perform
any of its obligations pursuant to such Release and Settlement Agreement.

Dated: March 1, 2001


                                             ACCENT COLOR SCIENCES

                                             By: /s/ Ronald Derby

                                             Name: Ronald Derby

                                             Title: Chief Financial Officer

STATE OF CONNECTICUT       )
                           ) ss: East Hrtford, CT
COUNTY OF HARTFORD         )

     On this 1st day of March,  2001,  before  me,  the  subscriber,  personally
appeared Ronald  Derbyonally  known,  who being by me duly sworn, did depose and
say that he is the Chief Financial  Officer of Accent Color Sciences,  Inc., the
corporation described in and which executed the foregoing instrument and that he
executed the same by order of the Board of Directors of said corporation.


      /s/ Gary W. Sekorski (notary public)
      ------------------------------------


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