Warrant Registration Rights Agreement


                         REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this "Agreement") is made this 11th day of
October, 1996, by ACCENT COLOR SCIENCES, INC., a Connecticut corporation (the
"Company") for the benefit of each Purchaser (individually a "Purchaser" and
collectively, the "Purchasers") entering into a Common Stock Purchase Agreement
(the "Purchase Agreement") with the Company of even date herewith.

BACKGROUND
- ----------

Pursuant to the Note Purchase Agreement, the Company has offered for sale
$3,450,000 Discounted Notes (the "Notes') with 15,000 Warrants to purchase
Common Stock (the "Warrants"). In order to induce the Purchasers to purchase the
Notes, the Company has agreed to provide the registration rights set forth in
this Agreement.

1.   Securities Laws Representations and Covenants of Purchaser.
     ---------------------------------------------------------- 

This Agreement is made for the benefit of the Purchasers in reliance upon each
Purchaser's representations to the Company, contained in Section 4 of the Common
Stock Purchase Agreement.

2.   Registration Rights.
     ------------------- 

          2.1  Certain Definitions.  As used in this Agreement, the following
               -------------------                                           
               terms shall have the following respective meanings:

               (a)  "Commission" shall mean the Securities and Exchange
                    ------------                                       
                    Commission or any other federal agency at the time
                    administering the Securities Act.

               (b)  "Common Stock" shall mean the common stock, no par value, of
                    --------------                                              
                    the Company.

               (c)  "Form S-1, Form SB-I, Form S-2, Form SB-2 and Form S-3"
                     ----------------------------------------------------- 
                    shall mean Form S-1, Form SB-1, Form S-2, Form SB-2 or Form
                    S-3, respectively, promulgated by the Commission or any
                    substantially similar form then in effect.

               (d)  The terms "Register", "Registered" and "Registration" refer
                               --------    ----------       ------------       
                    to a registration effected by preparing and filing a
                    Registration Statement in compliance with the Securities
                    Act, and the declaration or ordering of the effectiveness of
                    such Registration Statement.

               (e)  "Registrable Securities" shall mean the Shares so long as
                     ----------------------                                  
                    such shares are ineligible for sale under subparagraph (k)
                    of Rule 144.

 
               (f)  "Registration Expenses" shall mean all expenses incurred by
                     ---------------------                                     
                    the Company in complying with Section 2, including, without
                    limitation, all federal and state registration,
                    qualification and filing fees, printing expenses, fees and
                    disbursements of counsel for the Company, blue sky fees and
                    expenses, the expense of any special audits incident to or
                    required by any such Registration and the reasonable fees
                    and disbursements of counsel for the Selling Shareholders,
                    as selling shareholders.

               (g)  "Registration Statement" shall mean Form S-1, Form SB-1,
                     ----------------------                                 
                    Form S-2, Form SB-2 or Form S-3, whichever is applicable.

               (h)  "Restriction Termination Date" shall mean, with respect to
                     ----------------------------                             
                    any Registrable Securities, the earliest of (i) the date
                    that such Registrable Securities shall have been Registered
                    and sold or otherwise disposed of in accordance with the
                    intended method of distribution by the seller or sellers
                    thereof set forth in the Registration Statement covering
                    such securities or transferred in compliance with Rule 144,
                    and (ii) the date that an opinion of counsel to the Company
                    containing reasonable assumptions (which opinion shall be
                    subject to the reasonable approval of counsel to any
                    affected Purchaser) shall have been rendered to the effect
                    that the legend referred to in Section 4.3(b) of the Common
                    Stock Purchase Agreement can be properly removed and such
                    legend shall have been removed.

               (i)  "Rule 144" shall mean Rule 144 promulgated by the Commission
                     --------                                                   
                    pursuant to the Securities Act.

               (j)  "Purchasers" shall mean, collectively, the Purchasers, their
                     ----------                                                 
                    assignees and transferees, and individually, a Purchaser and
                    any transferee or assignee of such Purchaser.

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

               (l)  "Selling Expenses" shall mean all underwriting discounts and
                     ----------------                                           
                    selling commissions applicable to the sale of Registrable
                    Securities pursuant to this Agreement.

               (m)  "Selling Shareholders" shall mean a holder of Registrable
                     --------------------                                    
                    Securities who requests Registration under Section 2 herein.

               (n)  "Shares" shall mean the Common Stock issuable to the
                     ------                                             
                    Purchasers pursuant to the Warrants.

                                      -2-

 
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Common Stock Purchase Agreement.

          2.2  Required Registration.  If the Company shall be requested by
               ---------------------                                       
               holders of at least a majority of the Outstanding Shares to
               effect the Registration of Registrable Securities, then the
               Company shall promptly give written notice of such proposed
               Registration to all holders of Shares, and thereupon the Company
               shall promptly use its best efforts to effect the Registration of
               the Registrable Securities that the Company has been requested to
               Register for disposition as described in the request of such
               holders of Shares and in any response received from any of the
               holders of Shares within ten (10) days or such longer period as
               shall be set forth in the notice, after the giving of the written
               notice by the Company; provided, however, that the Company shall
               not be obligated to effect any Registration except in accordance
               with the following provisions:

               (a)  The Company shall not be obligated to file and cause to
                    become effective more than one (1) registration statement in
                    which Registrable Securities are Registered pursuant to this
                    Section 2.2.

               (b)  Notwithstanding the foregoing, the Company may include in
                    each such Registration requested pursuant to this Section
                    2.2 any authorized but unissued shares of Common Stock (or
                    authorized treasury shares) for sale by the Company or any
                    issued and outstanding shares of Common Stock for sale by
                    others, provided, however, that, if the number of shares of
                    Common Stock so included pursuant to this clause (b) exceeds
                    the number of Registrable Securities requested by the
                    holders of Shares requesting such Registration, then such
                    Registration shall be deemed to be a Registration in
                    accordance,with and pursuant to Section 2.3; and provided
                    further, however, that the inclusion of such previously
                    authorized but unissued shares of Common Stock by the
                    Company or issued and outstanding shares of Common Stock by
                    others in such Registration shall not prevent the holders of
                    Shares requesting such Registration from registering the
                    entire number of Registrable Securities requested by them.

               (c)  The Company shall not be required to file a registration
                    statement pursuant to this Section 2: (i) within twelve
                    months after October 11, 1996, (ii) within six (6) months
                    after any other registration by the Company (other than
                    under "Excluded Forms," as defined in Section 2.3 (a) below)
                    or (iii) for six (6) months after the request for
                    registration under this Section 2.2 if the Company is then
                    engaged in negotiations regarding a material transaction
                    which has not otherwise been publicly disclosed, or such
                    shorter period ending on the date, 

                                      -3-

 
                    whichever first occurs, that such transaction is publicly
                    disclosed, abandoned or consummated.

               (d)  The registration rights granted pursuant to this section
                    shall have no force or effect until the earlier of the
                    Company has completed its initial public offering (the
                    "IPO") under the Securities Act or otherwise become
                    obligated to file periodic or other reports pursuant to
                    Section 13 of the 1934 Act.

     2.3  Piggyback Registration
          ----------------------

               (a)  Each time that the Company proposes to Register a public
                    offering solely of its Common Stock, other than pursuant to
                    a Registration Statement on Form S-4 or Form S-8 or similar
                    or successor forms (collectively, "Excluded Forms"), the
                    Company shall promptly give written notice of such proposed
                    Registration to all holders of Shares, which shall offer
                    such holders the right to request inclusion of any
                    Registrable Securities in the proposed Registration,
                    provided that such right shall not be exercisable in
                    connection with the IPO, or prior to the earlier of (i)
                    October 11, 1997 or six (6) months following the IPO.

               (b)  Each holder of Shares shall have ten (10) days or such
                    longer period as shall be set forth in the notice from the
                    receipt of such notice to deliver to the Company a written
                    request specifying the number of shares of Registrable
                    Securities such holder intends to sell and the holder's
                    intended plan of disposition.

               (c)  In the event that the proposed Registration by the Company
                    is, in whole or in part, an underwritten public offering of
                    securities of the Company, any request under Section 2.3(b)
                    may specify that the Registrable Securities be included in
                    the underwriting on the same terms and conditions as the
                    shares of Common Stock, if any, otherwise being sold through
                    underwriters under such Registration.

               (d)  Upon receipt of a written request pursuant to Section
                    2.3(b), the Company shall promptly use its best efforts to
                    cause all such Registrable Securities to be Registered, to
                    the extent required to permit sale or disposition as set
                    forth in the written request.

               (e)  Notwithstanding the foregoing, if the managing underwriter
                    of an underwritten public offering, determines and advises
                    in writing that the inclusion of all Registrable Securities
                    proposed to be included in the underwritten public offering,
                    together with any other issued and 

                                      -4-

 
                    outstanding shares of Common Stock proposed to be included
                    therein by holders other than the holders of Registrable
                    Securities (such other shares hereinafter collectively
                    referred to as the "Other Shares"), would interfere with the
                    successful marketing of the securities proposed to be
                    included in the underwritten public offering, then the
                    number of such shares to be included in such underwritten
                    public offering shall be reduced, and shares shall be
                    excluded from such underwritten public offering in a number
                    deemed necessary by such managing underwriter, first by
                    excluding shares held by the directors, officers, employees
                    and founders of the Company, and then, to the extent
                    necessary, by excluding Registrable Securities participating
                    in such underwritten public offering, pro rata, based on the
                    number of shares of Registrable Securities each such holder
                    proposed to include.

               (f)  All Shares that are not included in the underwritten public
                    offering shall be withheld from the market by the holders
                    thereof for a period, not to exceed 6 months following a
                    public offering, that the managing underwriter reasonably
                    determines as necessary in order to effect the underwritten
                    public offering.  The holders of such Shares shall execute
                    such documentation as the managing underwriter reasonably
                    requests to evidence this lock-up.

     2.4  Preparation and Filing.  If and whenever the Company is under an
          ----------------------                                          
          obligation pursuant to the provisions of this Section 2 to use its
          best efforts to effect the Registration of any Registrable Securities,
          the Company shall, as expeditiously as practicable:

               (a)  prepare and file with the Commission a Registration
                    Statement with respect to such Registrable Securities and
                    use its best efforts to cause such Registration Statement to
                    become and remain effective in accordance with Section
                    2.4(b) hereof, keeping each Selling Shareholder advised as
                    to the initiation, progress and completion of the
                    Registration;

               (b)  prepare and file with the Commission such amendments and
                    supplements to such Registration Statements and the
                    prospectus used in connection therewith as may be necessary
                    to keep such Registration Statement effective for nine
                    months and to comply with the provisions of the Securities
                    Act with respect to the sale or other disposition of all
                    Registrable Securities covered by such registration
                    statement;

               (c)  furnish to each Selling Shareholder such number of copies of
                    any summary prospectus or other prospectus, including a
                    preliminary prospectus, in conformity with the requirements
                    of the Securities Act, 

                                      -5-

 
                    and such other documents as such Selling Shareholder may
                    reasonably request in order to facilitate the public sale or
                    other disposition of such Registrable Securities;

               (d)  use its best efforts to register or qualify the Registrable
                    Securities covered by such registration statement under the
                    securities or blue sky laws of such jurisdictions as each
                    Selling Shareholder shall reasonably request and do any and
                    all other acts or things which may be necessary or advisable
                    to enable such holder to consummate the public sale or other
                    disposition in such jurisdictions of such Registrable
                    Securities; provided, however, that the Company shall not be
                    required to consent to general service of process, qualify
                    to do business as a foreign corporation where it would not
                    be otherwise required to qualify or submit to liability for
                    state or local taxes where it is not liable for such taxes;
                    and

               (e)  at any time when a prospectus covered by such Registration
                    Statement is required to be delivered under the Securities
                    Act within the appropriate period mentioned in Section
                    2.3(b) hereof, notify each Selling Shareholder of the
                    happening of any event as a result of which the prospectus
                    included in such Registration, as then in effect, includes
                    an untrue statement of a material fact or omits to state a
                    material fact required to be stated therein or necessary to
                    make the statements therein not misleading in the light of
                    the circumstances then existing and, at the request of such
                    seller, prepare, file and furnish to such seller a
                    reasonable number of copies of a supplement to or an
                    amendment of such prospectus as may be necessary so that, as
                    thereafter delivered to the purchasers of such shares, such
                    prospectus shall not include an untrue statement of a
                    material fact or omit to state a material fact required to
                    be stated therein or necessary to make the statement therein
                    not misleading in the light of the circumstances then
                    existing.

     2.5  Expenses.  The Company shall pay all Registration Expenses incurred by
          --------
          the Company in complying with this Section 2; provided, however, that
          all underwriting discounts and selling commissions applicable to the
          Registrable Securities covered by registrations effected pursuant to
          Section 2.2 hereof shall be borne by the seller or sellers thereof, in
          proportion to the number of Registrable Securities sold by such seller
          or sellers.

     2.6  Information Furnished by Purchaser.  It shall be a condition precedent
          ----------------------------------                                    
          to the Company's obligations under this Agreement as to any Selling
          Shareholder that each Selling Shareholder furnish to the Company in
          writing such information regarding such Selling Shareholder and the
          distribution proposed by such Selling Shareholder 

                                      -6-

 
          as the Company may reasonably request.

     2.7  Indemnification.
          --------------- 

          2.7.1  Company's Indemnification of Purchasers.  The Company shall
                 ---------------------------------------                    
                 indemnify each Selling Shareholder, each of its officers,
                 directors and constituent partners, and each person controlling
                 such Selling Shareholder, and each underwriter thereof, if any,
                 and each of its officers, directors, constituent partners, and
                 each person who controls such underwriter, against all claims,
                 losses, damages or liabilities (or actions in respect thereof)
                 suffered or incurred by any of them, to the extent such claims,
                 losses, damages or liabilities arise out of or are based upon
                 any untrue statement (or alleged untrue statement) of a
                 material fact contained in any prospectus or any related
                 Registration Statement incident to any such Registration, or
                 any omission (or alleged omission) to state therein a material
                 fact required to be stated therein or necessary to make the
                 statements therein not misleading, or any violation by the
                 Company of any rule or regulation promulgated under the
                 Securities Act applicable to the Company and relating to
                 actions or inaction required of the Company in connection with
                 any such Registration; and the Company will reimburse each such
                 Selling Shareholder, each such underwriter, each of their
                 officers, directors and constituent partners and each person
                 who controls any such Selling Shareholder or underwriter, for
                 any legal and any other expenses as reasonably incurred in
                 connection with investigating or defending any such claim,
                 loss, damage, liability or action; provided, however, that the
                 indemnity contained in this Section 2.7.1 shall not apply to
                 amounts paid in settlement of any such claim, loss, damage,
                 liability or action if settlement is effected without the
                 consent of the Company (such consent shall not unreasonably be
                 withheld); and provided, however, that the Company will not be
                 liable in any such case to the extent that any such claim,
                 loss, damage, liability or expense arises out of or is based
                 upon any untrue statement or omission based upon written
                 information furnished to the Company by such Selling
                 Shareholder, underwriter, controlling person or other
                 indemnified person and stated to be for use in connection with
                 the offering of securities of the Company.

          2.7.2  Selling Shareholder's Indemnification of Company. Each Selling
                 ------------------------------------------------              
                 Shareholder shall indemnify the Company, each of its directors
                 and officers, each underwriter, if any, of the Company's
                 Registrable Securities covered by a Registration Statement each
                 person who controls the Company or such underwriter within the
                 meaning of the Securities Act and each other Selling
                 Shareholder, each of its officers, directors and constituent
                 partners and each person controlling such other Selling
                 Shareholder, against all claims, losses, damages and
                 liabilities (or actions in respect thereof) suffered or
                 incurred by any of them and arising out of or based upon any
                 untrue statement (or alleged untrue statement) of a material
                 fact contained in such Registration Statement 

                                      -7-

 
                 or related prospectus, or any omission (or alleged omission) to
                 state therein a material fact required to be stated therein or
                 necessary to make the statements therein not misleading, or any
                 violation by such Selling Shareholder of any rule or regulation
                 promulgated under the Securities Act applicable to such Selling
                 Shareholder and relating to actions or inaction required of
                 such Selling Shareholder in connection with the Registration of
                 the Registrable Securities pursuant to such Registration
                 Statement; and will reimburse the Company, such other Selling
                 Shareholders, such directors, officers, partners, persons,
                 underwriters and controlling persons for any legal and any
                 other expenses reasonably incurred in connection with
                 investigating or defending any such claim, loss, damage,
                 liability or action; such indemnification and reimbursement
                 shall be to the extent, but only to the extent, that such
                 untrue statement (or alleged untrue statement) or omission (or
                 alleged omission) is made in such Registration Statement or
                 prospectus in reliance upon and in conformity with written
                 information furnished to the Company by such Selling
                 Shareholder and stated to be specifically for use in connection
                 with the offering of Registrable Securities.

          2.7.3  Indemnification Procedure.  Promptly after receipt by an
                 --------------------------
                 indemnified party under this Section 2.7 of notice of the
                 commencement of any action which may give rise to a claim for
                 indemnification hereunder, such indemnified party will, if a
                 claim in respect thereof is to be made against an indemnifying
                 party under this Section 2.7, notify the indemnifying party in
                 writing of the commencement thereof and generally summarize
                 such action. The indemnifying party shall have the right to
                 participate in and to assume the defense of such claim, and
                 shall be entitled to select counsel for the defense of such
                 claim with the approval of any parties entitled to
                 indemnification, which approval shall not be unreasonably
                 withheld. Notwithstanding the foregoing, the parties entitled
                 to indemnification shall have the right to employ separate
                 counsel (reasonably satisfactory to the indemnifying party) to
                 participate in the defense thereof, but the fees and expenses
                 of such counsel shall be at the expense of such indemnified
                 parties unless the named parties to such action or proceedings
                 'include both the indemnifying party and the indemnified
                 parties and the indemnifying party or such indemnified parties
                 shall have been advised by counsel that there are one or more
                 legal defenses available to the indemnified parties which are
                 different from or additional to those available to the
                 indemnifying party (in which case, if the indemnified parties
                 notify the indemnifying party in writing that they elect to
                 employ separate counsel at the reasonable expense of the
                 indemnifying party, the indemnifying party shall not have the
                 right to assume the defense of such action or proceeding on
                 behalf of the indemnified parties, it being understood,
                 however, that the indemnifying party shall not, in connection
                 with any such action or proceeding or separate or substantially
                 similar or related action or proceeding in the same
                 jurisdiction arising out of the same general allegations 

                                      -8-

 
                    or circumstances, be liable for the reasonable fees and
                    expenses of more than one separate counsel at any time for
                    all indemnified parties, which counsel shall be designated
                    in writing by the Purchasers of a majority of the
                    Registrable Securities).

             2.7.4  Contribution. If the indemnification provided for in this
                    ------------                                             
                    Section 2.7 from an indemnifying party is unavailable to an
                    indemnified party hereunder in respect to any losses,
                    claims, damages, liabilities or expenses referred to herein,
                    then the 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, claims, damages, liabilities or expenses in such
                    proportion as is appropriate to reflect the relative fault
                    of the Indemnifying party and indemnified party in
                    connection with the statements or omissions which result in
                    such losses, claims, damages, liabilities or expenses, 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 the untrue or alleged untrue statement of a
                    material fact or the omission or alleged omission to state a
                    material fact relates to information supplied by such
                    indemnifying party or indemnified party and the parties'
                    relative intent, knowledge, access to information supplied
                    by such indemnifying party or indemnified party and
                    opportunity to correct or prevent such statement or
                    omission.  The amount paid or payable by a party as a result
                    of the losses, claims, damages, liabilities and expenses
                    referred to above shall be deemed to include any legal or
                    other fees or expenses reasonably incurred by such party in
                    connection with investigating or defending any action, suit,
                    proceeding or claim.

        3.   Covenants of the Company.
             ------------------------ 

             The Company agrees to:

             (a)  Notify the holders of Registrable Securities included in a
                  Registration Statement of the issuance by the Commission of
                  any stop order suspending the effectiveness of such
                  Registration Statement or the initiation of any proceedings
                  for that purpose. The Company will make every reasonable
                  effort to prevent the issuance of any stop order and, if any
                  stop order is issued, to obtain the lifting thereof at the
                  earliest possible time.

             (b)  If the Common Stock is then listed on a national securities
                  exchange, use its best efforts to cause the Registrable
                  Securities to be listed on such exchange. If the Common Stock
                  is not then listed on a national securities exchange, use its
                  best efforts to facilitate the reporting of the Registrable
                  Securities on NASDAQ.

                                      -9-

 
          (c)  Take all other reasonable actions necessary to expedite and
               facilitate disposition of the Registrable Securities by the
               holders thereof pursuant to the Registration Statement.

          (d)  With a view to making available to the holders of Registrable
               Securities the benefits of Rule 144 promulgated under the
               Securities Act and any other rule or regulation of the Commission
               that may at any time permit the Purchasers to sell securities of
               the Company to the public without registration, the Company,
               after it has become obligated to file periodic or other reports
               pursuant to Section 13 of the 1934 Act agrees to:

               (i)     make and keep public information available, as those
                       terms are understood and defined in Rule 144, at all
                       times after 90 days after the effective date of the first
                       Registration Statement filed by the Company for the
                       offering of its securities to the general public;

               (ii)    file with the Commission in a timely manner all reports
                       and other documents required of the Company under the
                       Securities Act and the Securities and Exchange Act of
                       1934 (the "1934 Act"); and

               (iii)   furnish to each holder of Shares, so long as such holder
                       of Shares owns any Shares, forthwith upon written request
                       (a) a written statement by the Company that it has
                       complied with the reporting requirements of Rule 144 (at
                       any time after 90 days after the effective date of the
                       first registration statement filed by the Company), the
                       Securities Act and the 1934 Act (at any time after it has
                       become subject to such reporting requirements), (b) a
                       copy of the most recent annual or quarterly report of the
                       Company and such other reports and documents so filed by
                       the Company and (c) such other information as may be
                       reasonably requested and as is publicly available in
                       availing the holders of Shares of any rule or regulation
                       of the Commission which permits the selling of any such
                       securities without registration.

          (e)  Prior to the filing of the Registration Statement or any
               amendment thereto (whether pre-effective or post-effective), and
               prior to the filing of any prospectus or prospectus supplement
               related thereto, the Company will provide each Selling
               Shareholder with copies of all pages thereto, if any, which
               reference such Selling Shareholder.

     4.   Miscellaneous.
          ------------- 

          (a)  Notices required or permitted to be given hereunder shall be in
               writing and shall be deemed to be sufficiently given when
               personally delivered or sent by registered mail, return receipt
               requested, addressed (i) if to the Company, at 

                                      -10-

 
               Accent Color Sciences, Inc., 800 Connecticut Drive, East
               Hartford, CT 06108 and (ii) if to a Purchaser, at the address set
               forth in his Subscription Agreement, or at such other address as
               each such party furnishes by notice given in accordance with this
               Section 4(a);

          (b)  Failure of any party to exercise any right or remedy under this
               Agreement or otherwise, or delay by a party in exercising such
               right or remedy, will not operate as a waiver thereof.  No waiver
               will be effective unless and until it is in writing and signed by
               the party giving the waiver;

          (c)  This Agreement shall be enforced, governed and construed in all
               respects in accordance with the laws of the State of Connecticut
               as such laws are applied by Connecticut courts to agreements
               entered into and to be performed in Connecticut by and between
               residents of Connecticut.  In the event that any provision of
               this Agreement is invalid or unenforceable under any applicable
               or rule of law, then such provision shall be deemed inoperative
               to the extent that it may conflict therewith and shall be deemed
               modified to conform with such statute or rule of law.  Any
               provision hereof which may prove invalid or unenforceable under
               any law shall not affect the validity or enforceability of any
               other provision hereof,

          (d)  This Agreement may not be assigned by the Purchaser other than to
               the purchaser or transferee of more than 50% of the Purchaser's
               Shares;

          (e)  This Agreement constitutes the entire agreement between the
               parties hereto with respect to the subject matter hereof and may
               be amended only by a writing executed by the Company and the
               holders of a majority in interest of the Registrable Securities;
               and

          (f)  This Agreement may be executed in two or more counterparts, each
               of which when so executed and delivered shall be deemed to be an
               original and all of which together shall be deemed to be one and
               the same Agreement.

                                      -11-

 
        IN WITNESS WHEREOF, the Company has executed this Agreement for the
benefit of the Purchasers by its duly authorized officer as of the date first
above written.

                                              ACCENT COLOR SCIENCES, INC.


                                              By: 
                                                 -----------------------------
                                                 Norman L. Milliard, President
                                                 and Chief Executive Officer



Agreed and Accepted this
day of       1996



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

                                      -12-