SETTLEMENT AGREEMENT

     This SETTLEMENT AGREEMENT dated March 9, 2000 (this "Settlement Agreement")
is by and among Ehud Aloni ("Aloni"),  Sigal Primor ("S.  Primor"),  Amit Primor
("Primor"),  Nadav Chen ("Chen"),  Jeffrey E. Rothman  ("Rothman"),  Inlarge LLC
(a/k/a Enlarge LLC), a New York limited liability company ("Inlarge") (Aloni, S.
Primor,  Primor,  Chen,  Rothman  and  Inlarge  being  hereinafter  collectively
referred to as the "Aloni  Group"),  on the one hand,  and  Unidigital  Inc.,  a
Delaware corporation (the "Company"), and Mega Art Corp., a New York corporation
("Mega Art") (the Company and Mega Art being hereinafter  collectively  referred
to as the "Company Group"), on the other hand.

     WHEREAS,  on or about January 20, 2000,  Aloni  commenced a lawsuit against
the Company and Mega Art in the Supreme  Court of the State of New York,  County
of New York (the "Court")  captioned Ehud Aloni vs. Unidigital Inc. and Mega Art
Corp.,  Index No.  600247/00  (the  "Aloni  Action"),  through  the  filing of a
Complaint;

     WHEREAS, on or about February 9, 2000, the Company and Mega Art commenced a
lawsuit in the Court  captioned  Unidigital  Inc.  and Mega Art Corp.  vs.  Amit
Primor,  Nadav Chen, Jeffrey E. Rothman,  Infinite Graphic  Technology  Company,
Inlarge LLC, Index No. 600560/00 (the "Company's Action"), through the filing of
a Complaint;

     WHEREAS, by decision dated February 14, 2000, the Court granted the Company
Group's motion for preliminary injunctive relief in the Aloni Action; and

     WHEREAS,  the parties  hereto have  determined  that the best  interests of
themselves,  their members, their stockholders,  their employees and their other
constituencies would be served by entering into this Settlement Agreement and in
order to avoid further expenses, inconvenience

<PAGE>

and uncertainty.

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
set forth herein and intending to be legally  bound hereby,  each of the members
of the Aloni  Group,  on the one hand,  and each of the  members of the  Company
Group, on the other hand, hereby agree as follows:

     1.   Settlement of Litigation; Release of Claims
          -------------------------------------------

          (a)   Upon  execution of this Settlement Agreement, neither any member
of the Aloni Group nor any member of the Company  Group will take or cause to be
taken any further action, by way of motion, discovery or otherwise, in either of
the Aloni Action or the Company's Action,  except for the action contemplated by
this  Section  1.  Within  fifteen  (15)  days  of the  effective  date  of this
Settlement  Agreement (as determined in accordance  with Section 24 below),  the
Aloni Group and the Company Group will take all steps  necessary to discontinue,
with  prejudice  and without  costs,  each of the Aloni Action and the Company's
Action   pursuant  to  the   appropriate   Stipulation  of   Discontinuance   in
substantially the forms attached hereto as Exhibits A-1 and A-2.
                                           ------------     ---

          (b)   Each  member  of the  Aloni Group,  on  the one  hand, and  each
member of the Company Group,  on the other hand,  hereby  mutually  releases and
discharges  any and all  claims,  demands,  rights,  actions,  causes of action,
damages,  costs,  losses,  reimbursements,  liabilities and expenses,  including
attorney's fees, of any and every kind, nature or description whatsoever, at law
or in equity,  which any member of the Aloni Group, or the Company Group, as the
case may be, may have had, may now have or may hereafter  have or assert against
the  other,  including,  in the case of any member of the  Company  Group or any
member of the Aloni  Group,  as the case may be,  against his or its present and
former Affiliates (as hereinafter

                                       2
<PAGE>

defined),    Associates   (as   hereinafter   defined),   officers,   directors,
stockholders,   partners,  employees,  agents,   representative,   advisors  and
attorneys (in the case of the Company Group, collectively,  the "Company Group's
Representatives";  and, in the case of the Aloni Group, collectively, the "Aloni
Group's  Representatives")  on account of any matter whatsoever arising from the
beginning of time through and  including the date of this  Settlement  Agreement
whether  such claims are known or  unknown,  accrued or  unaccrued,  knowable or
suspected or unsuspected,  excepting only any claims, demands,  rights, actions,
causes  of  action,  damages,  costs,  losses,  reimbursements,  liabilities  or
expenses  arising  by virtue of an  undertaking  or  promise  contained  in this
Settlement  Agreement,  or any breach  thereof  and  except  for the  agreements
referred to in Section 24 hereof.

          (c)   Each  member of the Aloni  Group agrees that neither  he, she or
it, nor (to the best of his or its efforts) his or its Affiliates or Associates,
nor  anyone  claiming  under,  through or for his or its or on his or its behalf
will ever bring, file, institute, commence, prosecute, maintain or recover upon,
or cause or permit or encourage  to be brought,  filed,  instituted,  commenced,
prosecuted,  maintained or recovered upon,  either  directly or indirectly,  any
suit, charge,  administrative  proceeding,  investigation or action at law or in
equity  against  any  member  of  the  Company  Group  or  the  Company  Group's
Representatives,  or any of  them,  in any  court,  agency  or  forum,  state or
federal,  within the United States or elsewhere,  to recover damages,  injuries,
losses,  claims,  expenses  or  liabilities  of any and  every  kind  or  nature
whatsoever,  whether  directly  or  by  way  of  subrogation,   indemnification,
contribution  or  otherwise,  which may have been  suffered or  sustained by any
member of the Aloni Group or their Affiliates or Associates or the Aloni Group's
Representatives,  or any of them,  arising out of any transaction or event which
transpired  or facts  which  existed  from the  beginning  of time

                                       3
<PAGE>

through and including the date of this Settlement Agreement,  excepting only any
claims, demands,  rights,  actions,  causes of actions,  damages, costs, losses,
reimbursements,  liabilities or expenses  arising by virtue of an undertaking or
promise contained in this Settlement Agreement or any breach thereof.

          (d)   Each member of the Company  Group  hereby  agrees that no member
member of the Company Group, nor (to the best of their  respective  efforts) any
Affiliates  or  Associates  of any of them,  will ever bring,  file,  institute,
commence, prosecute, maintain or recover upon, or cause or permit to be brought,
filed, instituted,  commenced, prosecuted,  maintained or recovered upon, either
directly  or   indirectly,   any  suit,   charge,   administrative   proceeding,
investigation or action at law or in equity against the Aloni Group or the Aloni
Group's Representatives, or any of them, in any court, agency or forum, state or
federal,  within the United States or elsewhere,  to recover damages,  injuries,
losses,  claims,  expenses  or  liabilities  of any and  every  kind  or  nature
whatsoever,  whether  directly  or  by  way  of  subrogation,   indemnification,
contribution  or  otherwise,  which may have been  suffered or  sustained by any
member of the Company  Group or their  Affiliates  or  Associates or the Company
Group's Representatives, or any of them, arising out of any transaction or event
which  transpired  or facts which existed from the beginning of time through and
including  the date of this  Settlement  Agreement,  excepting  only any claims,
demands,   rights,   actions,   causes  of  actions,   damages,  costs,  losses,
reimbursements,  liabilities or expenses  arising by virtue of an undertaking or
promise contained in this Settlement Agreement or any breach thereof.

          (e)   Each  member of the  Company  Group,  on the one hand,  and each
member of the Aloni  Group,  on the other hand,  agrees that he, she or it will,
and  will  use his or its  best  efforts  to  cause  his or its  Affiliates  and
Associates  to,  execute such  documents  and other papers

                                       4
<PAGE>

and take such  further  actions as may be  reasonably  required to carry out the
agreements contemplated by this Section 1.

          (f)   As used in this Settlement Agreement, the term "Associate", with
respect to any person, means (1) any corporation or organization,  of which such
person is a director,  an officer or partner or is, directly or indirectly,  the
beneficial owner of 20 percent (20%) or more of any class of equity  securities,
(2) any  trust as to  which  such  person  serves  as  trustee  or in a  similar
fiduciary  capacity  or any  grantor  trust  as to  which  such  person  is sole
beneficiary,  and (3) any relative (as used herein,  the relatives of any person
shall include only such person's parents,  children living in the same home with
the person and  siblings)  or spouse of such  person,  or any  relative  of such
spouse or, if such person is a corporation or partnership, any director, officer
or partner of such  corporation  or partnership or any relative or spouse of the
directors,  officers or  partners  of such  corporation  or  partnership  or its
Affiliates.  With  respect to any  Associate or Affiliate of any person who is a
party to this Settlement  Agreement,  such person shall be obligated to use only
his or its best  efforts to cause such  Associate  or  Affiliate  to observe the
provisions of this  Settlement  Agreement as if the Associate or Affiliate was a
party  hereto and bound  hereby and shall bear no  liability  for failure of the
Associate or Affiliate to comply herewith.

          (g)   As used in this Settlement Agreement, the term "Affiliate", with
respect to any person means any director,  officer or constituent member of such
person,  or any person who controls,  is controlled  by, or under common control
with, such person.

     2.   Earn-Out  Payments;   Release  of   Guarantees  and  Other   Payments;
          ----------------------------------------------------------------------
Resignations.
------------

          (a)   The  Company hereby agrees  to pay  to Aloni  earn-out  payments
payable  pursuant to that  certain  Agreement  of Purchase  and Sale dated as of
August 3, 1998  among

                                       5
<PAGE>

Unidigital,  Mega  Art and  stockholders  of Mega Art (the  "Mega  Art  Purchase
Agreement")  of $550,000 by delivery of a promissory  note in the form  attached
hereto as Exhibit C (the  "Aloni  Note")  which  note is payable in eleven  (11)
          ---------
equal installments on the fifteenth (15th) day of each month commencing on March
15, 2000.

          (b)   The  Company hereby  agrees to  pay to Primor  earn-out payments
payable  pursuant to the Mega Art  Purchase  Agreement  of 27,714  shares of the
Company's common stock ($150,000) within fifteen (15) days of the date hereof.

          (c)   The  Company hereby  agrees to  pay to Rothman earn-out payments
payable  pursuant  to the Mega Art  Purchase  Agreement  of 3,695  shares of the
Company's common stock ($20,000) within fifteen (15) days of the date hereof.

          (d)   The  Company hereby  agrees to  use its  commercially reasonable
efforts to cause the release of any guarantees by Aloni of any automobiles  used
by Company employees and agrees to pay any amounts  outstanding under Aloni's or
S. Primor's  corporate  credit card. The Company hereby  acknowledges and agrees
that on the date hereof,  neither Aloni nor S. Primor is indebted to the Company
or its affiliates.

          (e)   Aloni  hereby  confirms  his  resignation  as  a  director   and
President of Mega Art and,  solely as a condition of this  Agreement  and not in
connection  with the Mega Art  Purchase  Agreement,  he shall  enter  into a new
Employment Agreement with Mega Art, substantially in the form attached hereto as
Exhibit B (the  "Employment  Agreement").  S. Primor hereby agrees to resign her
---------
position as a director and all other titles and positions of Mega Art held by S.
Primor on the date hereof.

     3.   Distribution of Assets and Liabilities of Inlarge.  The Company Group,
          -------------------------------------------------
Inlarge and the  members of Inlarge  hereby  agree that the  Company  Group will
acquire certain of the

                                       6
<PAGE>

assets, and assume certain of the liabilities,  of Inlarge pursuant to the terms
and conditions of an asset purchase agreement substantially in the form attached
hereto as Exhibit D which shall be executed  concurrently  herewith  (the "Asset
          ---------
Purchase Agreement").

     4.   Arbitration.  The parties hereto  hereby agree that any controversy or
          -----------
claim arising out of or relating to this Settlement  Agreement,  the performance
thereof of its breach or threatened  breach shall be settled by  arbitration  in
the State of New York,  County of New York in accordance with the then governing
rules of the American Arbitration  Association.  The findings of the arbitration
panel or arbitrator  shall be final and binding upon the parties.  Judgment upon
any  arbitration  award  rendered  may be entered  and  enforced in any court of
competent  jurisdiction.  Each party shall be responsible for their own fees and
expenses  incurred  in  connection  with  any  arbitration  proceedings  held in
accordance with this Section 4. In no event shall the arbitrator be permitted to
award fees and expenses in contravention of this Settlement Agreement.

     5.   Voting  Agreement.  In  the event Aloni sells an aggregate of at least
          -----------------
300,000  shares of the Company's  common stock,  Aloni hereby agrees to vote all
shares of capital  stock of the Company  then held by him in favor of William E.
Dye in each  election  of  directors  in which the  Company's  stockholders  are
entitled to elect  directors of the Company and further  agrees to vote with Mr.
Dye  in all  change  of  control  transactions  (as  defined  in the  Employment
Agreement) in which the Company's stockholders are entitled to vote.

     6.   No  Admission  of  Liability.  Nothing  contained  in this  Settlement
          ----------------------------
Agreement shall  constitute an admission of liability by any party hereto or his
or  its  respective  officers,  directors,   employees,  agents,  Affiliates  or
Associates.

                                       7
<PAGE>

     7.   Representations and Warranties of the Aloni Group.  Each member of the
          -------------------------------------------------
Aloni Group, jointly and severally, represents and warrants to the Company Group
as follows:

          (a)   Each member of the  Aloni Group has  the power and  authority to
execute,  deliver  and carry out the terms  and  provisions  of this  Settlement
Agreement and to consummate the transactions  contemplated hereby, and has taken
all necessary  action to authorize the  execution,  delivery and  performance of
this Settlement Agreement and the transactions contemplated hereby.

          (b)   This  Settlement Agreement has been duly and validly authorized,
executed  and  delivered by each member of the Aloni Group and  constitutes  the
valid and binding  agreement of each member of the Aloni Group,  enforceable  in
accordance with its terms.

     8.   Representations  and Warranties of the Company Group. Each  member  of
          ----------------------------------------------------
the Company Group,  jointly and severally,  represents and warrants to the Aloni
Group as follows:

          (a)   Each member of the Company Group has the power and authority  to
execute,  deliver  and carry out the terms  and  provisions  of this  Settlement
Agreement,  the Employment Agreement, the Asset Purchase Agreement and the Aloni
Note and to consummate the transactions contemplated hereby and thereby, and has
taken all necessary action to authorize the execution,  delivery and performance
of this  Settlement  Agreement,  the  Employment  Agreement,  the Asset Purchase
Agreement  and the  Aloni  Note and the  transactions  contemplated  hereby  and
thereby.

          (b)   This  Settlement Agreement, the  Employment Agreement, the Asset
Purchase  Agreement  and the Aloni  Note has been duly and  validly  authorized,
executed and delivered by each member of the Company Group and  constitutes  the
valid and binding

                                       8
<PAGE>

agreement of each member of the Company Group,  enforceable  in accordance  with
its or their respective terms.

     9.   Expenses.  All fees and expenses  incurred  by the respective  parties
          --------
in connection with this Settlement Agreement and related matters,  including the
Aloni Action and the Company's  Action,  shall be borne in their entirety by the
respective party incurring such costs.

     10.  Specific  Performance.  Each of the members of the Aloni Group, on the
          ---------------------
one hand, and each member of the Company Group, on the other hand,  acknowledges
and agrees that  irreparable  injury to the other party would occur in the event
any of the  provisions  of this  Settlement  Agreement  were  not  performed  in
accordance  with their specific  terms or were otherwise  breached and that such
injury would not be compensable in damages.  It is accordingly  agreed that each
party hereto (the "Moving Party") shall,  subject to the arbitration  provisions
set forth in Section 4 hereof,  be  entitled  to  specific  enforcement  of, and
injunctive  relief to prevent  any  violation  of, the terms of this  Settlement
Agreement  and the  other  parties  hereto  will not take  action,  directly  or
indirectly, in opposition to the Moving Party seeking such relief on the grounds
that any other remedy or relief is available at law or in equity.

     11.  No Waiver.  Any  waiver by  any party of a breach  of any provision of
          ---------
this Settlement Agreement shall not operate as or be construed to be a waiver of
any other breach of such  provision  or of any breach of any other  provision of
this  Settlement  Agreement.  The  failure  of a party  to  insist  upon  strict
adherence  to any term of this  Settlement  Agreement  on one or more  occasions
shall not be considered a waiver of or deprive the party of the right thereafter
to  insist  upon  strict  adherence  to  that  term  or any  other  term of this
Settlement Agreement.

                                       9
<PAGE>

     12.  Certain Other Definitions.  As  used in this Settlement Agreement, the
          -------------------------
term "person" or "entity" shall mean any individual,  partnership,  corporation,
group, syndicate,  trust, government or agency thereof, or any other association
or entity.

     13.  Successor  and  Assigns.  This  Settlement  Agreement  shall  not   be
          -----------------------
assignable by any party hereto other than by operation of law. All the terms and
provisions of this Settlement  Agreement shall inure to the benefit of and shall
be enforceable by and against the heirs and permitted  successors and assigns of
the parties hereto.

     14.  Survival  of  Representations.  Except  as otherwise  provided  herein
          -----------------------------
and  except  as to the  mutual  releases  set  forth in  Section  1  above,  all
representations, warranties and agreements made by members of the Aloni Group or
the Company Group in this Settlement  Agreement or pursuant hereto shall survive
until the first anniversary of the date hereof.

     15.  Entire  Agreement;  Amendments.  This  Settlement Agreement  including
          ------------------------------
the  exhibits  hereto  contains  the entire  understanding  of the parties  with
respect to the subject matter  hereof.  There are no  restrictions,  agreements,
promises,  representations,  warranties,  covenants or  undertakings  other than
those expressly set forth or referenced herein. This Settlement Agreement may be
amended  only by  written  instrument  duly  executed  by the  parties  or their
respective successors or assigns.

     16.  Headings.  The Section headings contained in this Settlement Agreement
          --------
are  for reference  purposes only and shall not effect in any way the meaning or
interpretation of this Settlement Agreement.

     17.  Notices.   Except as otherwise provided herein, all notices, requests,
          -------
claims, demands and other communications hereunder shall be in writing and shall
be  given  (and  shall be  deemed to have  been duly given if  so given) by hand
delivery, by overnight mail or by mail

                                       10
<PAGE>

(registered or certified  postage  prepaid,  return receipt  requested),  to the
respective parties as follows:

                If to the Company Group, then to:

                William E. Dye, Chief Executive Officer
                Unidigital Inc.
                229 West 28th Street
                New York, New York 10001

                with a copy to:

                David J. Sorin, Esq.
                Buchanan Ingersoll Professional Corporation
                650 College Road East
                Princeton, New Jersey 08540

                If to the Aloni Group or any member(s) thereof, then to:

                Ehud Aloni
                377 West 11th Street
                Apartment 3A
                New York, New York 10014

                with a copy to:

                Rubi Finkelstein, Esq.
                Orrick, Herrington & Sutcliffe LLP
                666 Fifth Avenue
                New York, New York 10103

                Kenneth A. Margolis, Esq.
                Kauff, McClain & McGuire LLP
                950 Third Avenue, Suite 1500
                New York, New York 10022

or to such  other  address  as the  person  to whom  notice  is  given  may have
previously furnished to the others in writing in the manner set forth above.

                                       11
<PAGE>

     18.  Governing Law; Choice of Forum.  This  Settlement  Agreement  shall be
          ------------------------------
governed by and construed  and enforced in accordance with the laws of the State
of New York, without reference to conflict or choice of laws principles.

     19.  Counterparts.  This  Settlement  Agreement may  be executed  in two or
          ------------
more counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.

     20.  Third  Party  Beneficiaries.  Nothing  herein  expressed or implied is
          ---------------------------
intended  or  shall  be  construed  to  confer  upon or give  to any  person  or
corporation  other than the parties hereto and their successors or assigns,  any
rights or remedies under or by reason of this Settlement Agreement.

     21.  Severability.  If any  provision of this Settlement Agreement shall be
          ------------
deemed or  declared  to be  unenforceable,  invalid or void,  the same shall not
impair any of the other provisions of this Settlement Agreement.

     22.  Disclosure.  The  parties hereto  agree that  a material  item of this
          ----------
Settlement  Agreement  is an  agreement  to  keep  confidential  the  terms  and
conditions of this Settlement  Agreement,  except as otherwise  provided in this
Settlement  Agreement.  No disclosure shall be made by any of the parties hereto
except to the extent that any of the parties is obligated to make  disclosure to
such  party's  attorneys  and  accountants  in  the  rendering  of  professional
services,  or  pursuant to the  securities  laws or any other laws of the United
States or any state thereof; provided,  however, that (i) it is contemplated and
                             --------   -------
agreed by and  between the  parties  hereto that the Company  will issue a press
release, substantially in the form attached hereto as Exhibit E, announcing this
                                                      ---------
settlement and the dismissal of the Aloni Action and the Company's  Action which
press  release  may or may  not  include  other  information  pertaining  to the
Company,  and

                                       12
<PAGE>

(ii) each of the parties hereto may make statements or disclose information with
respect to this Settlement  Agreement in the form of, or  substantially  similar
to, the statements or information set forth in Exhibit F.
                                               ---------

     23.  Non-Disparagement.
          -----------------

          (a)   Each  member of the  Aloni  Group  agrees  not to engage  in any
conduct or make any statement,  or encourage  others to engage in any conduct or
make any statement, that would disparage any member of the Company Group, or any
Associates  or  Affiliates  of any member of the  Company  Group,  or any of the
Company's  Representatives,  or the respective business interests of any of them
in any way.

          (b)   Each  member of  the Company Group agrees  not to engage  in any
conduct or make any statement,  or encourage  others to engage in any conduct or
make any statement,  that would  disparage any member of the Aloni Group, or any
Associates or  Affiliates of any member of the Aloni Group,  or any of the Aloni
Group's Representatives,  or the respective business interests of any of them in
any way.

     24.  Conditions/Effective  Date.  This  Settlement Agreement  shall not  be
          --------------------------
effective  unless  and until (i) it has been  fully  executed  by each and every
party  hereto,  (ii) Mega Art and Aloni enter into and  execute  the  Employment
Agreement  and the Aloni Note,  (iii) the Company  has entered  into  employment
agreements with Primor and Chen, (iv) the Company Group, Inlarge and its members
enter into and execute  the Asset  Purchase  Agreement,  and (v) the Company has
entered  into an  agreement  with  Seligson,  Rothman & Rothman  ("SRR") for the
provision of legal and consulting  services to the Company,  it being understood
that:  (x) the  extent  of  services  to be  provided  by SRR  pursuant  to such
agreement  shall  take  account  of the fact that the  primary  purpose  of such
agreement  is to serve as a vehicle for the  payment of

                                       13
<PAGE>

proceeds of settlement  hereunder;  and (y) in the event such  agreement is, for
any reason,  declared invalid or  unenforceable,  then it shall be null and void
and, in the place and stead of such agreement, the Company shall be obligated to
make  payments  hereunder to SRR in the same amounts and on the same schedule as
set forth in such agreement.

                            [SIGNATURE PAGES FOLLOW]



                                       14
<PAGE>

     IN WITNESS WHEREOF,  and intending to be legally bound hereby,  each of the
undersigned  parties  has  executed  or caused to be  executed  this  Settlement
Agreement on the first date above.

                                    ALONI GROUP:

                                    /s/ Ehud Aloni
                                    -------------------------------------
                                    Ehud Aloni

                                    /s/ Amit Primor
                                    -------------------------------------
                                    Amit Primor

                                    /s/ Nadav Chen
                                    -------------------------------------
                                    Nadav Chen

                                    /s/ Jeffrey E. Rothman
                                    -------------------------------------
                                    Jeffrey E. Rothman by his attorney-in-fact,
                                    Stewart E. Rothman

                                    /s/ Sigal Primor
                                    -------------------------------------
                                    Sigal Primor


                                    INLARGE LLC (A/K/A ENLARGE LLC)


                                    By: /s/ Stewart E. Rothman
                                       ----------------------------------
                                       Name:  Stewart E. Rothman
                                       Title:  Managing Member


                                       15
<PAGE>

                                    COMPANY GROUP:

                                    UNIDIGITAL INC.

                                    By:/s/ William E. Dye
                                       ----------------------------------
                                       Name: William E. Dye
                                       Title:  Chief Executive Officer


                                    MEGA ART CORP.


                                    By: /s/ William E. Dye
                                       ----------------------------------
                                       Name: William E. Dye
                                       Title:  Chief Executive Officer



                                       16
<PAGE>

                                   EXHIBIT A-1

                          STIPULATION OF DISCONTINUANCE
                                  ALONI ACTION


<PAGE>

                                   EXHIBIT A-2

                          STIPULATION OF DISCONTINUANCE
                                COMPANY'S ACTION


<PAGE>

                                    EXHIBIT B

                               FORM OF EHUD ALONI
                              EMPLOYMENT AGREEMENT


<PAGE>

                                    EXHIBIT C

                             FORM OF PROMISSORY NOTE


<PAGE>

                                    EXHIBIT D

                            ASSET PURCHASE AGREEMENT


<PAGE>

                                    EXHIBIT E

                              FORM OF PRESS RELEASE


<PAGE>

                                    EXHIBIT F

1.  A positive settlement was reached.

2.  The settlement was positive for the Company and its stockholders as a whole.

3.  An acceptable employment arrangement was reached with Aloni.

4.  Mutual releases were exchanged.