REGISTRATION RIGHTS AGREEMENT

Exhibit 10(iv)



REGISTRATION RIGHTS AGREEMENT



This Registration Rights Agreement (this "Agreement") is made this 30th day of November, 1999, 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 that certain Preferred Stock Purchase Agreement (the "Purchase Agreement") with the Company.



BACKGROUND



Pursuant to the Purchase Agreement, the Company has offered for sale up to 40,000 shares of the Company's Series C Convertible Preferred Stock, no par value per share (the "Series C Stock"). 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.



This Agreement is made for the benefit of the Purchasers in reliance upon each Purchaser's representations to the Company, as the same are set forth in Section 4 of the 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 Company's common stock, no par



(c) "Form S-1, Form SB-1, 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 by the Commission of

the effectiveness of such Registration Statement.



(e) "Registrable Securities" shall mean the Shares and Warrant

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 and, the expense of any special audits incident to

or required by any such Registration.



(g) "Registration Statement" shall mean Form S-1, Form SB-1,

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

unless otherwise specified herein.



(h) "Rule 144" shall mean Rule 144 promulgated by the Commission

pursuant to the Securities Act.



(i) "Purchasers" shall mean, collectively, the Purchasers, their

permitted assignees and transferees and, individually, a

Purchaser and any permitted assignee or transferee of such



(j) "Securities Act" shall mean the Securities Act of 1933, as



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

selling commissions applicable to the sale of Registrable

Securities pursuant to this Agreement.



(l) "Selling Shareholder" shall mean a holder of Registrable

Securities who requests Registration under Section 2.3

hereof or whose shares of Common Stock become Registered

pursuant to Section 2.2 hereof.



(m) "Shares" shall mean shares of the Common Stock issued upon

conversion of the Series C stock.



(n) "Warrant Shares" shall mean the shares of Common Stock

underlying the Placement Agent Warrant.



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





2.2 Required Registration



(a) Within ninety (90) days after the date hereof, the Company

shall file with the Commission a Registration Statement

Registering the Shares.



(b) The Company shall use its best efforts to maintain with the

Commission a Registration Statement that is effective and

causes the Shares to be Registered under the Securities Act

until the date on which the Shares are eligible for resale

or other disposition under Rule 144 without regard to the

volume limitations thereof.



2.3 Piggyback Registration



(a) Until the time set forth in Section 2.3(f) hereof, each time

that the Company proposes to Register a public offering of

its Common Stock, other than (i) pursuant to a Registration

Statement on Form S-4 or Form S-8 or similar or successor

forms or (ii) on a Registration Statement filed in

connection with an exchange offer or other offer of Common

Stock solely to the then-existing shareholders of the

Company, the Company shall promptly give written notice of

such proposed Registration to all holders of Shares and

Warrant Shares, which shall offer such holders the right to

request inclusion of any Registrable Securities in the

proposed Registration.



(b) Each holder of Shares or Warrant Shares shall have thirty

(30) 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) The Company shall have the exclusive right to select all

underwriters for any underwritten public offering of

securities of the Company, including all Shares and Warrant

Shares. 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) shall contain the holder's agreement that the

Registrable Securities will 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 shares proposed to be sold by the Company

for its own account and any other issued and outstanding

shares of Common Stock proposed to be included therein by

holders other than the holders of Registrable Securities

(such other holders' 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, including the

price at which such securities can be sold, then the number

of such shares of persons other than the Company that

otherwise would be included in such underwritten public

offering shall be excluded from such underwritten public

offering in a number deemed necessary by such managing

underwriter, first by excluding, to the extent necessary,

Other Shares held by persons who have not exercised

contractual rights to include such Shares in the offering

pursuant to the Prior Registration Rights Agreements (as

hereinafter defined), 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 holder proposes to

include; and, then, excluding to the extent necessary, Other

Shares proposed to be included by the holders of Other

Shares who have exercised registration rights granted to

them under registration rights agreements of the Company in

effect on the date hereof or any other registration rights

in effect on the date hereof (collectively, the "Prior

Registration Rights Agreements").



(f) The registration rights provided by this Agreement shall not

be in force with respect to any Registrable Security if (i)

a Registration Statement that includes the Registrable

Security is effective; (ii) the Registrable Security is

eligible for resale under Rule 144 without regard to the

volume limitations thereof; and (iii) five years form the

date hereof have elapsed.



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, using

such form of available Registration Statement as is

reasonably selected by the Company (unless otherwise

specified herein), and use its best efforts to cause such

Registration Statement to become and remain effective,



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, in the

case of a Required Registration under Section 2.2, the

period set forth in Section 2.2(b) and, in the case of a

Piggyback Registration under Section 2.3, six 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, 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; provided, however, that no such

prospectus need be furnished more than, in the case of a

Required Registration under Section 2.2, six months after

the conclusion of the period set forth in Section 2.2(b)

and, in the case of a Piggyback Registration under Section

2.3, six months after the effective date of the Registration

Statement related ...