COMMON STOCK REGISTRATION AGREEMENT

Exhibit A



REGISTRATION RIGHTS AGREEMENT



This Registration Rights Agreement (this "Agreement") is made this _________ day of _________________ 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 Common Stock Purchase Agreement, the Company has offered for sale up to 250,000 shares of the Company's Common Stock (the "Shares"). In order to induce the Purchasers to purchase the Shares, the Company has agreed to provide the registration rights set forth in this Agreement.



1. Securities Laws Representations and Covenants of Purchaser.

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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.

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2.1 Certain Definitions. As used in Us Agreement, the following

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terms shall have the following respective meanings:



(a) "Commission" shall mean the Securities and Exchange

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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

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the Company.



(c) "Form S-I, Form SB-I, Form S-2, Form SB-2 and Form S-3"

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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

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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

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such shares are ineligible for sale under subparagraph (k)

of Rule 144.



(f) "Registration Expenses" shall mean all expenses incurred by

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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,

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Form S-2, Form SB-2 or Form S-3, whichever is applicable.



(h) "Registration Termination Date" shall mean, with respect to

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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

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pursuant to the Securities Act.



(j) "Purchasers" shall mean, collectively, the Purchasers,

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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,

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as amended.



(l) "Selling Expenses" shall mean all underwriting discounts

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and selling commissions applicable to the sale of

Registrable Securities pursuant to this Agreement.





(m) "Selling Shareholders" shall mean a holder of Registrable

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Securities who requests Registration under Section 2



(n) "Shares" shall mean the Common Stock issued to the

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Purchasers pursuant to various Common Stock Purchase

Agreements and warrant purchase agreements.



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



2.2. [Intentionally Omitted]

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2.3 Required Registration. If the Company shall be requested by

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holders of at least a majority of the outstanding Shares (other

than Shares which have been previously sold in a public offering)

to effect the Registration of Registrable Securities, then the

Company shall promptly give written notice of such proposed

Registration to all holders of such 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 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 two (2) registration statements

in which Registrable Securities are Registered pursuant to

this Section 2.3.



(b) Any offering of Registrable Securities in accordance with a

Registration pursuant to this Section 2.3 shall be an

underwritten offering through one or more underwriters

acceptable to the holders of Registrable Securities

requesting such Registration and the Company. The

underwriter or managing underwriter of such Registration

shall be authorized to determine the maximum amount of

Registrable Securities which in the judgment of such

underwriter may be sold at or about the then current market

value of the Common Stock of the Company and such

underwriter shall be empowered to reduce the number of

Registrable Securities which may be sold pursuant to such

Registration if in its judgment such reduction is necessary

in order not to materially and adversely affect the then

prevailing market price of the Common Stock. Any such

reduction shall be applied pro rata to those holders of





Registrable Securities requesting such Registration.



(c) In the event that the managing underwriter determines that

under then prevailing market conditions more shares of

Common Stock may be sold pursuant to such Registration than

the number of Registrable Securities requested to be

included therein, the Company may include in each such

Registration requested pursuant to this Section 2.3 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 2.4; and provided

further, however, that the inclusion of such previously

authorized but unissued 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.



(d) The Company shall not be required to file a registration

statement pursuant to this Section 2: (i) within six (6)

months after any other registration by the Company (other

than under "Excluded Forms," as defined in Section 2.4(a)

below) or (ii) for six (6) months after the request for

registration under this Section 2.3 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, whichever first occurs,

that such transaction is publicly disclosed, abandoned or



(e) The registration rights granted pursuant to this section

shall have no force or effect until the earlier of the

Company has completed a public offering under the Securities

Act or otherwise become obligated to file periodic or other

reports pursuant to Section 13 of the 1934 Act."





2.4 Piggyback Registration

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(a) Each time that the Company proposes to Register a public

offering solely of its Common Stock (not including an

offering of Common stock issuable upon conversion or

exercise of other securities), 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.



(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 Reg ...