IMAGING TECHNOLOGIES CORP/CA
EXHIBIT 10(W)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exh10w.txt
<DESCRIPTION>EXHIBIT 10(W)
<TEXT>
EXHIBIT 10(w)
                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

              This Registration  Rights Agreement (this "Agreement") is made and
entered into as of September 21, 2001, between Imaging Technologies Corporation,
a Delaware  corporation  (the "Company") and the purchaser  listed on Schedule I
attached hereto (the "Purchaser")

              This  Agreement is being entered into pursuant to the  Convertible
Note Purchase Agreement, dated as of the date hereof between the Company and the
Purchaser (the "Purchase Agreement").

              The Company and the Purchaser hereby agree as follows:

          1.  Definitions.
              -----------

              Capitalized terms used and not otherwise defined herein shall have
the  meanings  given  such  terms  in the  Purchase  Agreement.  As used in this
Agreement, the following terms shall have the following meanings:

              "Advice" shall have meaning set forth in Section 3(o).

              "Affiliate"  means,  with respect to any Person,  any other Person
that directly or indirectly controls or is controlled by or under common control
with such Person. For the purposes of this definition, "control," when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms of  "affiliated,"  "controlling"  and  "controlled"  have meanings
correlative to the foregoing.

              "Board" shall have meaning set forth in Section 3(n).

              "Business Day" means any day except  Saturday,  Sunday and any day
which shall be a legal  holiday or a day on which  banking  institutions  in the
state  of New  York  generally  are  authorized  or  required  by  law or  other
government actions to close.

              "Closing  Date" means the date of the closing of the  purchase and
sale of the Notes and Warrant Shares pursuant to the Purchase Agreement.

              "Commission" means the Securities and Exchange Commission.

              "Common Stock" means the Company's  Common Stock, par value $0.005
per share.

              "Effectiveness  Date"  means  with  respect  to  the  Registration
Statement the 150th day following the Closing Date.

              "Effectiveness Period" shall have the meaning set forth in Section
2(a).

              "Event" shall have the meaning set forth in Section 7(e)(i).

              "Event Date" shall have the meaning set forth in Section 7(e)(i).

              "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended.

              "Filing Date" means the 60th day following the Closing Date.

              "Holder" or "Holders" means the holder or holders, as the case may
be, from time to time of Registrable Securities.

              "Indemnified  Party"  shall have the  meaning set forth in Section
5(c).

              "Indemnifying  Party"  shall have the meaning set forth in Section
5(c).

              "Losses" shall have the meaning set forth in Section 5(a).

              "Person" means an individual or a corporation, partnership, trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

              "Proceeding"  means  an  action,  claim,  suit,  investigation  or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

              "Prospectus"  means the  prospectus  included in the  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material incorporated by reference in such Prospectus.

<PAGE>

              "Registrable Securities" means the shares of Common Stock issuable
upon  conversion  of the Note and the  shares  of  Common  Stock  issuable  upon
exercise of the Warrant;  provided,  however, that Registrable  Securities shall
include  (but not be limited to) a number of shares of Common  Stock equal to no
less than 150% of the  maximum  number of shares of Common  Stock which would be
issuable upon conversion of the Note and upon exercise of the Warrant,  assuming
such  conversion  and exercise  occurred on the Closing Date or the Filing Date,
whichever  date would result in the greater  number of  Registrable  Securities.
Such registered  shares of Common Stock shall be allocated among the Holders pro
rata based on the total number of Registrable  Securities  issued or issuable as
of each date that a Registration Statement,  as amended,  relating to the resale
of  the  Registrable   Securities  is  declared  effective  by  the  Commission.
Notwithstanding  anything herein contained to the contrary, if the actual number
of shares of Common Stock issuable upon conversion of the Note and upon exercise
of the Warrant  exceeds  150% of the number of shares of Common  Stock  issuable
upon  conversion  of the Note and upon  exercise  of the  Warrant  based  upon a
computation  as at the Closing  Date or the Filing Date,  the term  "Registrable
Securities" shall be deemed to include such additional shares of Common Stock.

              "Registration Statement" means the registration statements and any
additional  registration  statements contemplated by Section 2(a), including (in
each case) the  Prospectus,  amendments  and  supplements  to such  registration
statement or  Prospectus,  including  pre- and  post-effective  amendments,  all
exhibits   thereto,   and  all  material   incorporated  by  reference  in  such
registration statement.

              "Rule 144" means Rule 144  promulgated by the Commission  pursuant
to the  Securities  Act, as such Rule may be amended  from time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

              "Rule 158" means Rule 158  promulgated by the Commission  pursuant
to the  Securities  Act, as such Rule may be amended  from time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

              "Rule 415" means Rule 415  promulgated by the Commission  pursuant
to the  Securities  Act, as such Rule may be amended  from time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

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

              "Special  Counsel" means any special  counsel to the Holders,  for
which the Holders will be reimbursed by the Company pursuant to Section 4.

          2.  Shelf Registration.

              On or prior to the Filing Date the Company  shall prepare and file
with the Commission a "shelf"  Registration  Statement  covering all Registrable
Securities  for an offering to be made on a  continuous  basis  pursuant to Rule
415. The Registration  Statement shall be on Form S-2. The Company shall (i) not
permit any securities  other than the  Registrable  Securities to be included in
the Registration Statement without the consent of the Purchaser and (ii) use its
best efforts to cause the Registration  Statement to be declared effective under
the Securities Act as promptly as possible after the filing thereof,  but in any
event prior to the Effectiveness  Date, and to keep such Registration  Statement
continuously  effective  under  the  Securities  Act  until  such date as is the
earlier  of (x)  the  date  when  all  Registrable  Securities  covered  by such
Registration  Statement have been sold or (y) the date on which the  Registrable
Securities  may  be  sold  without  any  restriction  pursuant  to  Rule  144 as
determined by the counsel to the Company  pursuant to a written  opinion letter,
addressed to the  Company's  transfer  agent to such effect (the  "Effectiveness
Period").  If an  additional  Registration  Statement  is  required  to be filed
because  the  actual  number of shares of Common  Stock into which the Notes are
convertible  and the  Warrants are  exercisable  exceeds the number of shares of
Common Stock  initially  registered in respect of the Conversion  Shares and the
Warrant Shares based upon the computation on the Closing Date, the Company shall
have  forty-five  (45)  Business  Days  to  file  such  additional  Registration
Statement,  and the Company shall use its best efforts to cause such  additional
Registration  Statement to be declared  effective by the  Commission  as soon as
possible, but in no event later than ninety (90) days after filing.

          3.  Registration Procedures.

              In  connection   with  the  Company's   registration   obligations
hereunder, the Company shall:

         (a)  Prepare  and file with the  Commission  on or prior to the  Filing
Date,  a  Registration  Statement on Form S-2 in  accordance  with the method or
methods of distribution thereof as specified by the Holders (except if otherwise
directed  by the  Holders),  and  cause  the  Registration  Statement  to become
effective and remain effective as provided herein;  provided,  however, that not
less  than  five (5)  Business  Days  prior to the  filing  of the  Registration
Statement  or any related  Prospectus  or any  amendment or  supplement  thereto
(including any document that would be  incorporated  therein by reference),  the
Company shall (i) furnish to the Holders and any Special Counsel,  copies of

<PAGE>

all such  documents  proposed  to be filed,  which  documents  (other than those
incorporated  by  reference)  will be subject to the review of such  Holders and
such Special  Counsel,  and (ii) cause its officers and  directors,  counsel and
independent  certified public  accountants to respond to such inquiries as shall
be necessary, in the reasonable opinion of counsel to such Holders, to conduct a
reasonable  investigation  within the meaning of the Securities Act. The Company
shall  not  file  the  Registration  Statement  or any  such  Prospectus  or any
amendments  or  supplements  thereto to which the  Holders of a majority  of the
Registrable Securities or any Special Counsel shall reasonably object in writing
within three (3) Business Days of their receipt thereof.

         (b) (i) Prepare and file with the Commission such amendments, including
post-effective  amendments, to the Registration Statement as may be necessary to
keep the  Registration  Statement  continuously  effective as to the  applicable
Registrable  Securities for the  Effectiveness  Period and prepare and file with
the Commission such additional  Registration Statements in order to register for
resale under the Securities Act all of the  Registrable  Securities;  (ii) cause
the related Prospectus to be amended or supplemented by any required  Prospectus
supplement,  and as so  supplemented or amended to be filed pursuant to Rule 424
(or any similar  provisions then in force) promulgated under the Securities Act;
(iii)  respond  as  promptly  as  possible  to any  comments  received  from the
Commission with respect to the Registration  Statement or any amendment  thereto
and as promptly as possible  provide the Holders true and complete copies of all
correspondence   from  and  to  the  Commission  relating  to  the  Registration
Statement;  and (iv) comply in all material  respects with the provisions of the
Securities  Act and the  Exchange  Act with  respect to the  disposition  of all
Registrable   Securities  covered  by  the  Registration  Statement  during  the
applicable  period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in such
Prospectus as so supplemented.

         (c) Notify the  Holders of  Registrable  Securities  to be sold and any
Special  Counsel as promptly as possible (and, in the case of (i)(A) below,  not
less than five (5) days  prior to such  filing)  and (if  requested  by any such
Person)  confirm  such  notice in  writing no later  than one (1)  Business  Day
following  the day (i)(A) when a  Prospectus  or any  Prospectus  supplement  or
post-effective  amendment to the Registration Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a "review" of
such Registration  Statement and whenever the Commission  comments in writing on
such Registration  Statement and (C) with respect to the Registration  Statement
or any post-effective amendment, when the same has become effective; (ii) of any
request by the Commission or any other Federal or state  governmental  authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional  information;  (iii) of the  issuance by the  Commission  of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable  Securities or the initiation of any Proceedings for that
purpose;  (iv) if at any time any of the  representations  and warranties of the
Company  contained in any  agreement  contemplated  hereby ceases to be true and
correct in all  material  respects;  (v) of the  receipt  by the  Company of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose;  and (vi) of the  occurrence of any event that makes any statement made
in the  Registration  Statement or  Prospectus or any document  incorporated  or
deemed to be incorporated therein by reference untrue in any material respect or
that requires any revisions to the Registration  Statement,  Prospectus or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, it will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

         (d) Use its best  efforts  to avoid the  issuance  of,  or, if  issued,
obtain the withdrawal  of, (i) any order  suspending  the  effectiveness  of the
Registration Statement or (ii) any suspension of the qualification (or exemption
from  qualification)  of any of  the  Registrable  Securities  for  sale  in any
jurisdiction, at the earliest practicable moment.

         (e) If  requested  by the  Holders of a  majority  in  interest  of the
Registrable  Securities,  (i) promptly incorporate in a Prospectus supplement or
post-effective  amendment to the Registration  Statement such information as the
Company  reasonably agrees should be included therein and (ii) make all required
filings of such Prospectus  supplement or such post-effective  amendment as soon
as practicable after the Company has received  notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment.

         (f) Furnish to each Holder and any Special Counsel,  without charge, at
least one  conformed  copy of each  Registration  Statement  and each  amendment
thereto,   including   financial   statements  and   schedules,   all  documents
incorporated or deemed to be incorporated therein by reference, and all exhibits
to the extent requested

<PAGE>

by  such  Person  (including  those  previously  furnished  or  incorporated  by
reference) promptly after the filing of such documents with the Commission.

         (g) Promptly  deliver to each Holder and any Special  Counsel,  without
charge, as many copies of the Prospectus or Prospectuses (including each form of
prospectus)  and each  amendment  or  supplement  thereto  as such  Persons  may
reasonably  request;  and  the  Company  hereby  consents  to the  use  of  such
Prospectus  and each  amendment  or  supplement  thereto by each of the  selling
Holders in connection with the offering and sale of the  Registrable  Securities
covered by such Prospectus and any amendment or supplement thereto.

         (h) Prior to any public  offering of  Registrable  Securities,  use its
best  efforts to register or qualify or cooperate  with the selling  Holders and
any Special Counsel in connection with the  registration  or  qualification  (or
exemption  from  such   registration  or   qualification)  of  such  Registrable
Securities  for offer and sale  under  the  securities  or Blue Sky laws of such
jurisdictions  within the United  States as any Holder  requests in writing,  to
keep each such registration or qualification (or exemption  therefrom) effective
during  the  Effectiveness  Period  and to do any and all  other  acts or things
necessary or advisable to enable the  disposition in such  jurisdictions  of the
Registrable Securities covered by a Registration Statement;  provided,  however,
that the Company  shall not be required to qualify  generally  to do business in
any  jurisdiction  where it is not then so  qualified or to take any action that
would subject it to general service of process in any such jurisdiction where it
is not then so subject or subject  the Company to any  material  tax in any such
jurisdiction where it is not then so subject.

         (i) Cooperate with the Holders to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold pursuant
to a Registration Statement, which certificates shall be free of all restrictive
legends,  and to enable such Registrable  Securities to be in such denominations
and registered in such names as any Holder may request at least two (2) Business
Days prior to any sale of Registrable Securities.

         (j) Upon the occurrence of any event  contemplated by Section 3(c)(vi),
as  promptly  as  possible,  prepare a  supplement  or  amendment,  including  a
post-effective  amendment,  to the Registration Statement or a supplement to the
related  Prospectus or any document  incorporated  or deemed to be  incorporated
therein  by  reference,  and file  any  other  required  document  so  that,  as
thereafter  delivered,  neither the  Registration  Statement nor such Prospectus
will contain an untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the circumstances under which they were made, not misleading.

         (k) Use its best efforts to cause all Registrable  Securities  relating
to such  Registration  Statement  to be listed on the OTC  Bulletin  Board,  The
Nasdaq Small-Cap Market and any other securities  exchange,  quotation system or
market,  if any,  on which  similar  securities  issued by the  Company are then
listed as and when required pursuant to the Purchase Agreement.

         (l)  Comply in all  material  respects  with all  applicable  rules and
regulations  of the  Commission  and make  generally  available  to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than 45 days after the end of any 12-month
period  (or 90 days  after the end of any  12-month  period if such  period is a
fiscal  year)  commencing  on the first day of the first  fiscal  quarter of the
Company after the effective date of the Registration Statement,  which statement
shall conform to the requirements of Rule 158.

         (m) The  Company  may  require  each  selling  Holder to furnish to the
Company  information   regarding  such  Holder  and  the  distribution  of  such
Registrable Securities as is required by law to be disclosed in the Registration
Statement,  and the Company may exclude from such  registration  the Registrable
Securities of any such Holder who unreasonably fails to furnish such information
within a reasonable time after receiving such request.

         If the Registration Statement refers to any Holder by name or otherwise
as the holder of any securities of the Company,  then such Holder shall have the
right to require (if such  reference  to such Holder by name or otherwise is not
required by the Securities Act or any similar federal statute then in force) the
deletion of the  reference to such Holder in any  amendment or supplement to the
Registration  Statement  filed or  prepared  subsequent  to the time  that  such
reference ceases to be required.

         Each  Holder  covenants  and  agrees  that  (i) it will  not  sell  any
Registrable  Securities under the  Registration  Statement until it has received
copies of the  Prospectus as then amended or  supplemented  as  contemplated  in
Section 3(g) and notice from the Company that such  Registration  Statement  and
any  post-effective  amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will
comply  with the  prospectus  delivery  requirements  of the  Securities  Act as
applicable to them in connection with sales of Registrable  Securities  pursuant
to the Registration Statement.

         Each Holder agrees by its  acquisition of such  Registrable  Securities
that,  upon receipt of a notice from the Company of the  occurrence of any event
of the kind  described  in Section  3(c)(ii),  3(c)(iii),  3(c)(iv),  3(c)(v) or
3(c)(vi), such Holder will forthwith discontinue disposition of such Registrable
Securities under the  Registration  Statement until such Holder's receipt of the
copies of the  supplemented  Prospectus  and/or amended  Registration  Statement
contemplated  by Section 3(j), or until it is advised in writing (the  "Advice")
by the Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental  filings that
are incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement.

         (n) If (i)  there is  material  non-public  information  regarding  the
Company  which  the  Company's  Board  of  Directors  (the  "Board")  reasonably
determines  not to be in the  Company's  best interest to disclose and which the
Company is not  otherwise  required to disclose,  or (ii) there is a significant
business  opportunity  (including,  but  not  limited  to,  the  acquisition  or
disposition  of assets  (other than in the  ordinary  course of business) or any
merger,  consolidation,  tender offer or other similar transaction) available to
the Company  which the Board  reasonably  determines  not to be in the Company's
best  interest to disclose,  then the Company may postpone or suspend  filing or
effectiveness  of a  registration  statement  for a  period  not  to  exceed  20
consecutive  days,  provided  that the Company  may not  postpone or suspend its
obligation under this Section 3(n) for more than 45 days in the aggregate during
any 12 month period; provided,  however, that no such postponement or suspension
shall be permitted for  consecutive 20 day periods,  arising out of the same set
of facts, circumstances or transactions.

         4.   Registration Expenses.

              All fees and expenses incident to the performance of or compliance
with this  Agreement  by the Company,  except as and to the extent  specified in
Section  4(b),  shall be borne by the  Company  whether or not the  Registration
Statement  is filed or becomes  effective  and  whether  or not any  Registrable
Securities  are  sold  pursuant  to the  Registration  Statement.  The  fees and
expenses  referred  to  in  the  foregoing   sentence  shall  include,   without
limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses  (A) with respect to filings  required to be made with the OTC
Bulletin Board and each other securities exchange or market on which Registrable
Securities  are  required  hereunder  to be listed,  (B) with respect to filings
required to be made with the National  Association of Securities  Dealers,  Inc.
and the NASD  Regulation,  Inc. and (C) in compliance  with state  securities or
Blue Sky laws (including,  without limitation, fees and disbursements of counsel
for the Holders in connection  with Blue Sky  qualifications  of the Registrable
Securities and  determination  of the eligibility of the Registrable  Securities
for investment under the laws of such jurisdictions as the Holders of a majority
of Registrable  Securities may designate)),  (ii) printing expenses  (including,
without limitation, expenses of printing certificates for Registrable Securities
and of printing prospectuses if the printing of prospectuses is requested by the
holders of a majority of the Registrable Securities included in the Registration
Statement),  (iii)  messenger,  telephone and delivery  expenses,  (iv) fees and
disbursements of counsel for the Company and Special Counsel for the Holders, in
the case of the Special Counsel,  to a maximum amount of $5,000,  (v) Securities
Act liability insurance, if the Company so desires such insurance, and (vi) fees
and expenses of all other Persons retained by the Company in connection with the
consummation of the  transactions  contemplated  by this  Agreement,  including,
without limitation,  he Company's independent public accountants  (including the
expenses  of any  comfort  letters  or costs  associated  with the  delivery  by
independent  public  accountants  of a comfort  letter or comfort  letters).  In
addition,  the Company  shall be  responsible  for all of its internal  expenses
incurred in connection with the consummation of the transactions contemplated by
this Agreement (including,  without limitation, all salaries and expenses of its
officers and employees  performing legal or accounting  duties),  the expense of
any annual audit, the fees and expenses  incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder.

         5.   Indemnification.

<PAGE>

              (a)   Indemnification   by  the   Company.   The  Company   shall,
notwithstanding  any termination of this Agreement,  indemnify and hold harmless
each Holder,  the officers,  directors,  agents,  brokers (including brokers who
offer and sell  Registrable  Securities  as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors
and employees of each of them,  each Person who controls any such Holder (within
the meaning of Section 15 of the  Securities  Act or Section 20 of the  Exchange
Act) and the officers,  directors, agents and employees of each such controlling
Person,  to the fullest extent permitted by applicable law, from and against any
and  all  losses,  claims,  damages,  liabilities,   costs  (including,  without
limitation,   costs  of   preparation   and   attorneys'   fees)  and   expenses
(collectively,  "Losses"), as incurred, arising out of or relating to any untrue
or alleged  untrue  statement of a material fact  contained in the  Registration
Statement,  any  Prospectus  or any form of  prospectus  or in any  amendment or
supplement  thereto  or in any  preliminary  prospectus,  or  arising  out of or
relating to any omission or alleged  omission of a material  fact required to be
stated therein or necessary to make the  statements  therein (in the case of any
Prospectus  or form of prospectus  or  supplement  thereto,  in the light of the
circumstances under which they were made) not misleading,  except to the extent,
but only to the  extent,  that such untrue  statements  or  omissions  are based
solely  upon  information  regarding  such  Holder  furnished  in writing to the
Company  by  such  Holder  expressly  for use  therein,  which  information  was
reasonably  relied on by the  Company for use therein or to the extent that such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution of Registrable  Securities and was reviewed and expressly  approved
in writing by such Holder expressly for use in the Registration Statement,  such
Prospectus or such form of Prospectus or in any amendment or supplement thereto.
The Company  shall  notify the Holders  promptly of the  institution,  threat or
assertion of any Proceeding of which the Company is aware in connection with the
transactions contemplated by this Agreement.

              (b) Indemnification by Holders.  Each Holder shall,  severally and
not jointly,  indemnify and hold harmless the Company, the directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents or employees of such controlling  Persons,  to the
fullest  extent  permitted by applicable  law,  from and against all Losses,  as
incurred,  arising solely out of or based solely upon any untrue  statement of a
material fact contained in the Registration  Statement,  any Prospectus,  or any
form of  prospectus,  or arising solely out of or based solely upon any omission
of a  material  fact  required  to be stated  therein or  necessary  to make the
statements  therein  (in the case of any  Prospectus  or form of  prospectus  or
supplement  thereto,  in the light of the  circumstances  under  which they were
made) not misleading,  to the extent,  but only to the extent,  that such untrue
statement or omission is contained in any information so furnished in writing by
such  Holder to the  Company  specifically  for  inclusion  in the  Registration
Statement or such  Prospectus and that such  information  was reasonably  relied
upon by the Company for use in the  Registration  Statement,  such Prospectus or
such form of prospectus or to the extent that such  information  relates to such
Holder  or  such  Holder's   proposed  method  of  distribution  of  Registrable
Securities  and was  reviewed and  expressly  approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus.

              (c)  Conduct of  Indemnification  Proceedings.  If any  Proceeding
shall be brought or asserted against any Person entitled to indemnity  hereunder
(an  "Indemnified  Party"),  such  Indemnified  Party  promptly shall notify the
Person from whom indemnity is sought (the "Indemnifying  Party) in writing,  and
the  Indemnifying  Party  shall  assume  the  defense  thereof,   including  the
employment of counsel  reasonably  satisfactory to the Indemnified Party and the
payment of all fees and expenses  incurred in connection  with defense  thereof;
provided,  that the failure of any  Indemnified  Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant to
this  Agreement,  except  (and  only) to the  extent  that it  shall be  finally
determined  by a court of competent  jurisdiction  (which  determination  is not
subject to appeal or further  review) that such failure  shall have  proximately
and materially adversely prejudiced the Indemnifying Party.

              An  Indemnified  Party  shall  have the right to  employ  separate
counsel in any such  Proceeding and to participate in the defense  thereof,  but
the  fees  and  expenses  of  such  counsel  shall  be at the  expense  of  such
Indemnified  Party or Parties unless:  (1) the Indemnifying  Party has agreed in
writing to pay such fees and expenses;  or (2) the Indemnifying Party shall have
failed  promptly to assume the defense of such  Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named  parties to any such  Proceeding  (including  any  impleaded  parties)
include  both  such  Indemnified  Party  and the  Indemnifying  Party,  and such
Indemnified Party shall have been advised by counsel that a conflict of interest
is likely to exist if the same counsel were to represent such Indemnified  Party
and the Indemnifying  Party (in which case, if such  Indemnified  Party notifies
the  Indemnifying  Party in writing that it elects to employ separate counsel at
the expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense  thereof and such counsel shall be at the expense of
the  Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any
settlement of any such Proceeding  effected without its written  consent,  which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party,  unless
such settlement includes an

<PAGE>

unconditional  release of such  Indemnified  Party from all  liability on claims
that are the subject matter of such Proceeding.

              All  fees  and  expenses  of  the  Indemnified   Party  (including
reasonable  fees  and  expenses  to  the  extent  incurred  in  connection  with
investigating   or  preparing  to  defend  such   Proceeding  in  a  manner  not
inconsistent  with this  Section)  shall be paid to the  Indemnified  Party,  as
incurred,  within  ten (10)  Business  Days of  written  notice  thereof  to the
Indemnifying  Party  (regardless of whether it is ultimately  determined that an
Indemnified Party is not entitled to indemnification  hereunder;  provided, that
the  Indemnifying  Party may require  such  Indemnified  Party to  undertake  to
reimburse  all such fees and  expenses  to the extent it is  finally  judicially
determined  that  such  Indemnified  Party is not  entitled  to  indemnification
hereunder).

              (d)  Contribution.  If a claim for  indemnification  under Section
5(a) or 5(b) is  unavailable  to an  Indemnified  Party  because of a failure or
refusal  of  a  governmental   authority  to  enforce  such  indemnification  in
accordance  with its terms (by reason of public policy or otherwise),  then each
Indemnifying  Party,  in lieu of  indemnifying  such  Indemnified  Party,  shall
contribute to the amount paid or payable by such  Indemnified  Party as a result
of such Losses,  in such  proportion as is  appropriate  to reflect the relative
fault of the  Indemnifying  Party and  Indemnified  Party in connection with the
actions,  statements  or omissions  that  resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and  Indemnified  Party shall be  determined  by reference to, among other
things,  whether any action in question,  including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been  taken  or made  by,  or  relates  to  information  supplied  by,  such
Indemnifying,  Party or Indemnified  Party,  and the parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include,  subject to the  limitations set forth
in Section 5(c), any reasonable  attorneys' or other reasonable fees or expenses
incurred  by such party in  connection  with any  Proceeding  to the extent such
party   would  have  been   indemnified   for  such  fees  or  expenses  if  the
indemnification  provided  for in this  Section was  available  to such party in
accordance with its terms.

              The parties  hereto agree that it would not be just and  equitable
if  contribution  pursuant  to this  Section  5(d) were  determined  by pro rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent misrepresentation.

              The  indemnity  and  contribution  agreements  contained  in  this
Section are in addition to any liability that the Indemnifying  Parties may have
to the Indemnified Parties

         6.   Rule 144.

              As long as any Holder owns Shares, Conversion Shares, Warrants or
Warrant Shares, the Company covenants to timely file (or obtain extensions in
respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to Section
13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true
and complete copies of all such filings. As long as any Holder owns Shares,
Conversion Shares, Warrants or Warrant Shares, if the Company is not required to
file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will
prepare and furnish to the Holders and make publicly available in accordance
with Rule 144(c) promulgated under the Securities Act annual and quarterly
financial statements, together with a discussion and analysis of such financial
statements in form and substance substantially similar to those that would
otherwise be required to be included in reports required by Section 13(a) or
15(d) of the Exchange Act, as well as any other information required thereby, in
the time period that such filings would have been required to have been made
under the Exchange Act. The Company further covenants that it will take such
further action as any Holder may reasonably request, all to the extent required
from time to time to enable such Person to sell Conversion Shares and Warrant
Shares without registration under the Securities Act within the limitation of
the exemptions provided by Rule 144 promulgated under the Securities Act,
including providing any legal opinions relating to such sale pursuant to Rule
144. Upon the request of any Holder, the Company shall deliver to such Holder a
written certification of a duly authorized officer as to whether it has complied
with such requirements.

<PAGE>

         7.   Miscellaneous.

              (a)  Remedies.  In the  event of a breach by the  Company  or by a
Holder,  of any of their  obligations  under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary  damages would not provide  adequate
compensation  for any losses  incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific  performance  in respect of such breach,  it shall waive the
defense that a remedy at law would be adequate.

              (b) No Inconsistent Agreements. Neither the Company nor any of its
subsidiaries  has, as of the date hereof  entered into and  currently in effect,
nor shall the Company or any of its  subsidiaries,  on or after the date of this
Agreement,  enter into any  agreement  with  respect to its  securities  that is
inconsistent  with the  rights  granted  to the  Holders  in this  Agreement  or
otherwise conflicts with the provisions hereof.  Except as disclosed in Schedule
2.1(c)  of  the  Purchase  Agreement,   neither  the  Company  nor  any  of  its
subsidiaries  has  previously  entered  into any  agreement  currently in effect
granting any  registration  rights with respect to any of its  securities to any
Person.  Without  limiting the generality of the foregoing,  without the written
consent  of the  Holders  of a  majority  of the  then  outstanding  Registrable
Securities,  the Company  shall not grant to any Person the right to request the
Company to register  any  securities  of the Company  under the  Securities  Act
unless the rights so granted are subject in all  respects to the prior rights in
full of the Holders set forth herein, and are not otherwise in conflict with the
provisions of this Agreement.

              (c) No Piggyback on Registrations.  Neither the Company nor any of
its security holders (other than the Holders in such capacity pursuant hereto or
as  disclosed  in  Schedule  2.1(c)  of  the  Purchase  Agreement)  may  include
securities of the Company in the Registration  Statement,  and the Company shall
not after the date hereof enter into any agreement  providing  such right to any
of its  securityholders,  unless the right so granted is subject in all respects
to the  prior  rights  in full  of the  Holders  set  forth  herein,  and is not
otherwise in conflict with the provisions of this Agreement.

              (d) Piggy-Back Registrations.  If at any time when there is not an
effective  Registration Statement covering (i) Conversion Shares or (ii) Warrant
Shares,  the Company shall  determine to prepare and file with the  Commission a
registration  statement  relating  to an  offering  for its own  account  or the
account of others  under the  Securities  Act of any of its  equity  securities,
other  than on Form S-4 or Form S-8 (each as  promulgated  under the  Securities
Act) or their then equivalents relating to equity securities to be issued solely
in  connection  with  any  acquisition  of any  entity  or  business  or  equity
securities  issuable in connection  with stock option or other employee  benefit
plans, the Company shall send to each holder of Registrable  Securities  written
notice of such  determination  and, if within  thirty (30) days after receipt of
such notice,  any such holder shall so request in writing,  (which request shall
specify the Registrable Securities intended to be disposed of by the Purchaser),
the  Company  will  cause  the  registration  under  the  Securities  Act of all
Registrable  Securities  which the Company has been so  requested to register by
the holder, to the extent requisite to permit the disposition of the Registrable
Securities  so to be  registered,  provided  that if at any  time  after  giving
written  notice of its  intention  to register any  securities  and prior to the
effective  date of the  registration  statement  filed in  connection  with such
registration,  the Company shall  determine for any reason not to register or to
delay  registration of such securities,  the Company may, at its election,  give
written notice of such determination to such holder and,  thereupon,  (i) in the
case of a determination not to register,  shall be relieved of its obligation to
register any Registrable  Securities in connection with such  registration  (but
not from its  obligation to pay expenses in  accordance  with Section 4 hereof),
and (ii) in the case of a determination to delay registering, shall be permitted
to delay  registering any Registrable  Securities being  registered  pursuant to
this  Section  7(d) for the same period as the delay in  registering  such other
securities.  The Company shall include in such registration statement all or any
part of such  Registrable  Securities  such holder  requests  to be  registered;
provided,  however,  that the Company  shall not be  required  to  register  any
Registrable  Securities pursuant to this Section 7(d) that are eligible for sale
pursuant to Rule 144(k) of the  Securities  Act. In the case of an  underwritten
public  offering,  if  the  managing  underwriter(s)  or  underwriter(s)  should
reasonably  object  to the  inclusion  of the  Registrable  Securities  in  such
registration statement, then if the Company after consultation with the managing
underwriter  should reasonably  determine that the inclusion of such Registrable
Securities,  would materially adversely affect the offering contemplated in such
registration statement,  and based on such determination recommends inclusion in
such  registration  statement of fewer or none of the Registrable  Securities of
the  Holders,  then (x) the  number of  Registrable  Securities  of the  Holders
included in such  registration  statement  shall be reduced  pro-rata among such
Holders  (based  upon the  number  of  Registrable  Securities  requested  to be
included  in the  registration),  if the  Company  after  consultation  with the
underwriter(s)  recommends the inclusion of fewer Registrable Securities, or (y)
none of the  Registrable  Securities  of the  Holders  shall be included in such
registration   statement,   if  the   Company

<PAGE>

after consultation with the  underwriter(s)  recommends the inclusion of none of
such Registrable  Securities;  provided,  however,  that if Securities are being
offered  for the account of other  persons or  entities as well as the  Company,
such  reduction  shall  not  represent  a  greater  fraction  of the  number  of
Registrable  Securities  intended to be offered by the Holders than the fraction
of similar  reductions imposed on such other persons or entities (other than the
Company).

              (e) Failure to File Registration  Statement and Other Events.  The
Company  and the  Purchaser  agree that the Holders  will suffer  damages if the
Registration  Statement  is not  filed on or prior  to the  Filing  Date and not
declared  effective by the Commission on or prior to the Effectiveness  Date and
maintained in the manner contemplated herein during the Effectiveness Time or if
certain  other events occur.  The Company and the Holders  further agree that it
would not be feasible to ascertain  the extent of such  damages with  precision.
Accordingly,  if (A) the Registration  Statement is not filed on or prior to the
Filing Date, or is not declared  effective by the  Commission on or prior to the
Effectiveness  Date (or in the event an  additional  Registration  Statement  is
filed  because the actual  number of shares of Common Stock into which the Notes
are convertible and the Warrants are exercisable exceeds the number of shares of
Common Stock initially  registered is not filed and declared  effective with the
time periods set forth in Section  2(a)),  or (B) the Company fails to file with
the  Commission  a request  for  acceleration  in  accordance  with Rule  12dl-2
promulgated  under the Exchange  Act within five (5)  Business  Days of the date
that the Company is notified (orally or in writing, whichever is earlier) by the
Commission that a Registration  Statement will not be "reviewed," or not subject
to further review, or (C) the Registration  Statement is filed with and declared
effective  by the  Commission  but  thereafter  ceases to be effective as to all
Registrable  Securities at any time prior to the expiration of the Effectiveness
Period,  without  being  succeeded  immediately  by  a  subsequent  Registration
Statement filed with and declared effective by the Commission, or (D) trading in
the Common Stock shall be suspended or if the Common Stock is delisted  from the
OTC Bulletin Board or The Nasdaq  Small-Cap  Market for any reason for more than
three  Business  Days in the  aggregate,  or (E) the  conversion  rights  of the
Holders are suspended for any reason except as a result of Section  5(a)(iii) of
the  Certificate  of  Designation,  or (F) the  Company  breaches  in a material
respect any covenant or other material term or condition to this Agreement,  the
Certificate of Designation,  the Purchase Agreement (other than a representation
or warranty contained therein) or any other agreement,  document, certificate or
other  instrument  delivered in connection  with the  transactions  contemplated
hereby and thereby,  and such breach continues for a period of thirty days after
written notice thereof to the Company,  or (G) the Company has breached  Section
3(n) (any such  failure  or breach  being  referred  to as an  "Event,"  and for
purposes  of clauses  (A) and (E) the date on which such  Event  occurs,  or for
purposes  of clause (B) the date on which such five day period is  exceeded,  or
for  purposes  of clause  (C) after  more than  fifteen  Business  Days,  or for
purposes  of clause  (D) the date on which  such  three  Business  Day period is
exceeded,  or for  clause  (F) the date on  which  such  thirty  day  period  is
exceeded,  being  referred to as "Event  Date"),  the Company  shall pay, at the
option of the Holder, an amount in cash or shares of Common Stock, as liquidated
damages  to each  Holder  equal to 1% for the  first  calendar  month and 2% per
calendar  month  thereafter or portion  thereof of the  principal  amount of the
Notes held by such Holder plus the principal  amount of any Notes that have been
converted to the extent any of the Conversion Shares issued upon such conversion
have not been sold  from the Event  Date  until the  applicable  Event is cured.
Payments to be made  pursuant to this Section  7(e)(i)  shall be due and payable
immediately upon demand in immediately  available funds. If the Holder elects to
be paid in shares of Common  Stock,  the number of such  shares of Common  Stock
shall be based on the liquidated  damage amount  divided by the Conversion  Rate
(as defined in the Note).

              (f)  Amendments  and Waivers.  The  provisions of this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and each of the Holders.  Notwithstanding the foregoing,  a waiver or consent to
depart  from  the  provisions  hereof  with  respect  to a matter  that  relates
exclusively  to the rights of Holders and that does not  directly or  indirectly
affect  the  rights  of other  Holders  may be given  by  Holders  of at least a
majority of the Registrable  Securities to which such waiver or consent relates;
provided,  however,  that the  provisions  of this  sentence may not be amended,
modified,  or  supplemented  except in  accordance  with the  provisions  of the
immediately preceding sentence.

              (g)  Notices.  Any and all  notices  or  other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall be deemed  given  and  effective  on the  earlier  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified for notice prior to 5:00 p.m.,  New York
City  time,  on a  Business  Day,  (ii)  the  Business  Day  after  the  date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number specified for notice later than 5:00 p.m., New York
City time, on any date and earlier than 11:59 p.m.,  New York City time, on such
date,  (iii)  the  Business  Day  following  the  date  of  mailing,  if sent by
nationally  recognized  overnight  courier service or (iv) actual receipt by the
party to whom  such  notice is  required  to be given.  The  addresses  for such
communications  shall be with  respect to each  Holder at its  address set forth
under its name on Schedule 1 attached  hereto,  or with  respect to the Company,
addressed to:

<PAGE>

                        Imaging Technologies Corporation

                        15175 Innovation Drive

                        San Diego, California 92128

                        Attention: Chief Executive Officer

                        Telephone No.: (858) 613-1300

                        Facsimile No.: (858) 207-6505

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other parties  hereto
by such  notice.  Copies of  notices to the  Company  shall be sent to Jenkens &
Gilchrist  Parker  Chapin LLP, 405  Lexington  Avenue,  New York New York 10174,
Attention: Christopher S. Auguste, Esq., Facsimile No.: (212) 704-6288.

              (h) Successors and Assigns.  This Agreement  shall be binding upon
and inure to the  benefit of the  parties  and their  successors  and  permitted
assigns and shall inure to the  benefit of each  Holder and its  successors  and
assigns.  The  Company  may not assign  this  Agreement  or any of its rights or
obligations  hereunder  without the prior  written  consent of each Holder.  The
Purchaser  may assign its rights  hereunder  in the manner and to the Persons as
permitted under the Purchase Agreement.

              (i) Assignment of Registration  Rights.  The rights of each Holder
hereunder,  including  the  right  to  have  the  Company  register  for  resale
Registrable Securities in accordance with the terms of this Agreement,  shall be
automatically  assignable  by each Holder to any Affiliate of such Holder or any
other  Holder or  Affiliate of any other Holder of all or a portion of the Notes
or the  Registrable  Securities  if: (i) the Holder  agrees in writing  with the
transferee  or assignee to assign such rights,  and a copy of such  agreement is
furnished to the Company within a reasonable  time after such  assignment,  (ii)
the Company is,  within a  reasonable  time after such  transfer or  assignment,
furnished with written notice of (a) the name and address of such  transferee or
assignee,  and (b) the securities with respect to which such registration rights
are being  transferred or assigned,  (iii) following such transfer or assignment
the further  disposition  of such  securities by the  transferee or assignees is
restricted  under the Securities Act and applicable  state securities laws, (iv)
at or before the time the Company  receives the written notice  contemplated  by
clause (ii) of this Section,  the transferee or assignee  agrees in writing with
the Company to be bound by all of the provisions of this Agreement, and (v) such
transfer shall have been made in accordance with the applicable  requirements of
the Purchase Agreement.  In addition, each Holder shall have the right to assign
its rights  hereunder to any other Person with the prior written  consent of the
Company,  which  consent  shall  not be  unreasonably  withheld.  The  rights to
assignment  shall  apply  to the  Holders  (and to  subsequent)  successors  and
assigns.

              (j) Counterparts.  This Agreement may be executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any  signature  is  delivered  by  facsimile  transmission,  such
signature shall create a valid binding  obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

              (k)  Governing  Law.  This  Agreement  shall  be  governed  by and
construed in accordance  with the laws of the State of New York,  without regard
to principles of conflicts of law thereof.

              (l)  Cumulative   Remedies.   The  remedies  provided  herein  are
cumulative and not exclusive of any remedies provided by law.

              (m) Severability.  If any term, provision, covenant or restriction
of this Agreement is held to be invalid,  illegal,  void or unenforceable in any
respect, the remainder of the terms, provisions,  covenants and restrictions set
forth  herein  shall  remain  in full  force and  effect  and shall in no way be
affected,  impaired  or  invalidated,  and the  parties  hereto  shall use their
reasonable  efforts to find and employ an alternative  means to achieve the same
or substantially the same result as that  contemplated by such term,  provision,
covenant  or

<PAGE>

restriction.  It is hereby  stipulated  and declared to be the  intention of the
parties that they would have executed the remaining terms, provisions, covenants
and restrictions  without  including any of such that may be hereafter  declared
invalid, illegal, void or unenforceable.

              (n) Headings. The headings herein are for convenience only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

              (o) Shares Held by the Company and its  Affiliates.  Whenever  the
consent  or  approval  of  Holders  of a  specified  percentage  of  Registrable
Securities is required hereunder,  Registrable Securities held by the Company or
its  Affiliates  (other than any Holder or  transferees or successors or assigns
thereof  if such  Holder is deemed  to be an  Affiliate  solely by reason of its
holdings of such  Registrable  Securities)  shall not be counted in  determining
whether  such  consent or  approval  was given by the  Holders of such  required
percentage.

     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed by their respective  authorized  persons as of the
date first indicated above.


                                        IMAGING TECHNOLOGIES CORPORATION

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

                                            Name: Brian Bonar

                                            Title:   Chief Executive Officer


                                        STONESTREET LIMITED PARTNERSHIP


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

                                            Name:

                                            Title:



                                   Schedule I
                                   ----------

STONESTREET LIMITED PARTNERSHIP

260 Town Center Blvd. Ste 201

Markham, ON L3R 8H8

Fax No.: 416-956-8989

<PAGE>



</TEXT>
</DOCUMENT>
