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D FORM OF REGISTRATION RIGHTS RE WARRANTS

This is an actual contract by Accent Color Sciences.

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Sectors: Electronics and Miscellaneous Technology
Governing Law: Connecticut, View Connecticut State Laws
Effective Date: March 01, 1996
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EXHIBIT 10.26





Exhibit I

---------

REGISTRATION RIGHTS AGREEMENT

-----------------------------



This Registration Rights Agreement (this "Agreement") is made this 1st

--------- day of March, 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 Warrant Purchase Agreement

---------- (the "Warrant Agreement") with the Company of even date herewith.

-----------------



1. Securities Laws Representations and Covenants of Purchaser.

----------------------------------------------------------



The registration rights granted pursuant to Sections 2.2 and 2.3 of this Agreement shall have no force or effect until such time as the Company has otherwise become obligated to file periodic or other reports pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act").



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-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 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 any restrictive legend placed upon the Registrable Securities under the Securities Act 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 issued to the Purchasers

------ pursuant to various Warrant Agreements.



Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Warrant 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 six (6) months after any other registration by the Company (other than under "Excluded Forms," as defined in Section 2.3(a) below) or (ii) 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.



2.3 Piggyback Registration

----------------------



(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 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 th
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