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.

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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 this 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-1, 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) "Restriction 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, their

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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

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

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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 herein.



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

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Purchasers pursuant to the Warrants.



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

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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,





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

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(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) Notwiths ...