EXHIBIT 99.3
COMPENSATION AGREEMENT
Agreement dated as of the 27th day of May 1999 by and between
___________ ("WARRANT HOLDER") and Imaging Technologies Corporation, a Delaware
corporation ("Company").
WITNESSETH
WHEREAS, WARRANT HOLDER provides and has provided services (the
"Services") to the Company.
WHEREAS, as part of the overall compensation to be paid to WARRANT
HOLDER for such Services, Company has previously granted WARRANT HOLDER Warrants
to purchase an aggregate of ___,___ shares of the Company's Common Stock (the
"Warrants") upon the terms and conditions set forth in the Warrant Certificate
dated May 27, 1999 (the "Warrant Certificate") and attached hereto as Exhibit
99.2.
WHEREAS, Company and WARRANT HOLDER now wish to memorialize, in
writing, certain agreements and understandings existing between them at the time
the Warrant Certificate was executed.
NOW, THEREFORE, in consideration of the above premises, the parties
hereto agree as follows:
1. Company and WARRANT HOLDER acknowledge and agree that the Warrants
were granted as compensation for the Services and not for any capital-raising
purposes or in connection with any capital-raising activities.
2. The Warrants are not assignable or transferable except in connection
with the WARRANT HOLDER's death.
3. This agreement is intended solely to memorialize the agreement and
understanding existing between WARRANT HOLDER and Company at the time the
Warrants were granted and the Warrant Certificate was executed. Nothing herein
or in the Warrant Certificate is intended to provide WARRANT HOLDER with the
right to remain in the Company's service for any specific period.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first above written.
IMAGING TECHNOLOGIES CORPORATION
By: --------------------------------
Its: -------------------------------
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WARRANT HOLDER's Printed Name
