Agreement Date                            199
                             --------------------------    ---

                        Sales Ledger Financing Agreement


                                     Between


                      Barclays Commercial Services Limited


                                       And


                                Elements (UK) Ltd


                                Commencement Date

                                                    199
                        ----------------------------   --


<PAGE>

                        SALES LEDGER FINANCING AGREEMENT
                        --------------------------------

A.   PARTIES AND DATE
     ----------------

     This Agreement is made between:

     (1)  WE/US: BARCLAYS COMMERCIAL SERVICES LIMITED

                                       AND

     (2)  YOU: THE CLIENT NAMED IN THE CLIENT PARTICULARS BELOW

          on   the day that the last of either you or us signs it.

B.   INTRODUCTION
     ------------

B.1  The  purpose of this  Agreement  is to set out the terms upon which we will
     purchase the Debts due to you from your Debtors.

B.2  References to lettered Clauses are to those in this document. References to
     the Schedule are to the Schedule  appearing at section I of this  document.
     References  to numbered  Conditions  are to those in the separate  document
     provided by us entitled  "Terms and  Conditions  of  Business".  Words with
     special meanings are explained in Condition 24.1.

B.3  The  Debts to which  this  Agreement  applies  are  shown in the  Schedule,
     together  with such other  Debts as we may  subsequently  agree with you in
     writing.  We agree  to  purchase  from you and you  agree to sell to us all
     Debts to which this Agreement applies:

     (i)  which are in existence on the Commencement Date shown in the Schedule;
          and

     (ii) all such Debts created in future.

B.4  The facilities which we will provide to you are stated in the Schedule.

B.5  The whole agreement between you and us shall be comprised only by:

     (i)  this document;

     (ii) our document entitled "Terms and Conditions of Business";

<PAGE>

     (iii) our Letter of Offer (if any) whose date appears in the Schedule;

     (iv) our  Computer   User  Guide  (if  we  are  to  provide  you  with  our
          computerised facilities);

     all of which have been  supplied or are available to you upon your request.
     References  to  "the  Agreement"  shall  include  all or  any of the  above
     together  with any  variation,  amendment  or extension of it. The terms of
     this document and the Conditions shall prevail over any inconsistency shown
     in any other document.  All earlier  agreements  between you and us and all
     discussions,  quotations, warranties and representations by us however made
     shall be of no effect, except the Letter of Offer (if any).

C.   START AND LENGTH OF OUR RELATIONSHIP
     ------------------------------------

     The contractual  relationship  between you and us set out in this Agreement
     shall  begin on the  Commencement  Date and then  continue  for the Minimum
     Period,  both of which are set out in the  Schedule.  It will then continue
     until  ended by  either  you or us  giving  to the  other not less than the
     Minimum Period of Notice specified in the Schedule which must expire at the
     end of a calendar month.  Such notice may be given at any time, even during
     the Minimum Period.  We shall also have the right  immediately to terminate
     this Agreement by written notice to you at any time following a Termination
     Event.   During  any  period  of  notice,  you  will  continue  to  deliver
     Notification Schedules.

D.   OWNERSHIP OF DEBTS
     ------------------

     The ownership of each Outstanding Debt and its Related Rights shall vest in
     us on the Commencement  Date, where the Debt exists at that date, or at the
     moment the Debt is created, if that is after the Commencement Date.

E.   POWER TO ACT IN YOUR NAME
     -------------------------

E.1  By way of security for the  performance  of your  obligations to us and for
     all sums which shall become due to us, you  irrevocably  appoint us and our
     directors,  company secretary and other officers,  at any time, jointly and
     each of them severally,  as your true and lawful  attorneys to act as we or
     they consider necessary or appropriate in order to:

     (a)  obtain payment of and give valid  discharges  for any Debt  (including
          re-assigned Debts); or

     (b)  deal with any Debt; or

     (c)  perfect our title to any Debt; or

<PAGE>

     (d)  secure  performance  of  any  of  your  obligations  to us  or to  any
          Customer.

     For these purposes your attorneys may do any of the following:

     (i)  execute all necessary deeds, agreements and documents;

     (ii) complete, negotiate or endorse all necessary instruments;

     (iii) conduct or defend any proceedings;

     (iv) settle any indebtedness;

     (v)  take all other steps they consider requisite.

E.2  This  appointment  shall  continue both during and after the ending of this
     Agreement, until all sums due to us have been paid.

E.3  You also  irrevocably  appoint  any  assignee  of ours as your  attorney to
     perform any of the acts set out above.

E.4  We may  appoint  and  remove a  substitute  attorney  for any of the  above
     matters.  You will  ratify and confirm  whatever  shall be done under these
     powers.

F.   GOVERNING LAW AND JURISDICTION
     ------------------------------

     Our relationship with you is to be governed and interpreted by English law.
     You will submit to the jurisdiction of the English courts.  However we may,
     in our discretion, use the courts of any other jurisdiction.

G 01 CONDITIONS PRIOR TO COMMENCEMENT
     -------------------------------

G 09 We receive written  acknowledgement  from your bankers that copy statements
     for all accounts held by you will be sent,  when produced,  directly to us.
     The draft wording for this acknowledgement is enclosed.

G 10 We receive written  confirmation  from your bankers of your revised banking
     facilities including whether your bankers will be registering any charge or
     debenture  over  the  assets  of the  company.  In such a  case,  it may be
     necessary to obtain a waiver in respect of the book debts.
<PAGE>

G 11 We receive an unaddressed General Notice of Assignment letter (draft format
     enclosed).

G 21 We receive a Full Guarantee and Indemnity from Regent  Communications  (UK)
     Limited,  Libra  City  Corporate  Printing  Limited,   Unidigital  Inc  and
     Unidigital (UK) Ltd in the format provided.

G 28 We receive a copy of your latest management accounts.

G 29 We  receive  a  master  debtor  name  and  address  listing,   marked  with
     anticipated funding line requirements for each debtor.

G 37 Your sales ledger is fully reconciled,  clearly identifying all outstanding
     invoices  and credit  notes in an open item  format with all cash and other
     credit terms allocated to the appropriate invoices.

G 38 We receive an all asset debenture to be registered in our favour.

G 52 1.  Barclays  Bank plc to be appointed as principle  bankers to  Unidigital
     (UK) Ltd group.

     2.  Unidigital  Inc.  confirms to us that we will be informed in advance of
     the  level of loan and loan  repayment  rate in  respect  of the loan  from
     Unidigital Inc. to Unidigital  (UK) Ltd group. In addition  Unidigital Inc.
     confirms to us that this loan will not be repaid such that  repayment  will
     cause cashflow problems to Unidigital (UK) Ltd group.

     3 Unidigital  Inc.  provide us with a guarantee  and  indemnity  limited to
     (pound)500K in respect of this facility.

     4.The  Unidigital (UK) Ltd group retains a minimum Net Worth of (pound)500k
     ( calculated by the sum of paid up share capital plus retained  profits and
     parental loan).

     5. You  understand  that the figures shown in clauses I 08 and I 23 of this
     agreement are the total  amounts to be  apportioned  across our  agreements
     with  Elements  UK Ltd,  Regent  Communications  (UK)  Ltd and  Libra  City
     Corporate Printing Ltd.

G 53 You accept that if this  document is signed and returned to us after the 18
     December 1997 we can advise you before the first  pre-payment is made, that
     this agreement shall be of no effect.

NB   Please  note that any  information  requested  must prove  satisfactory  to
     ourselves.

<PAGE>

H 01 CONDITIONS APPLYING AT ALL TIMES

H 06 Debts  assigned are to be evidenced by copy invoices and credit  notes,  or
     suitable sales daybook listings, being supplied to ourselves along with the
     appropriate  schedule of debts.  We should be  supplied  with copies of any
     credit  notes  that  are  raised  on  any  debtor  where  there  are  debts
     outstanding that have been assigned to us.

H 07 We will require to visit you from time to time in order to confirm that the
     ledger is being operated in accordance with the agreement and to fulfil our
     audit requirements.

H 08 You will provide by the 10th of each month,  a sales ledger  reconciliation
     as at the last working day of each month previous,  such  reconciliation to
     include:-

     1. fully posted aged debtor analysis

     2. copy open item statements for each debtor,  on a monthly basis,  showing
     details of the outstanding debts assigned to us

     3. fully posted aged creditors analysis

     4. month end reconciliation  form duly signed and authorised by an official
     signatory of the company.

H 09 Your invoice stationery is printed with the full and correct company style,
     terms of trade and VAT number.

H 10 You, as agent for  ourselves,  continue to collect  monies from  debtors in
     respect  of  assigned  debts.  Monies  from  such  debtors  should  then be
     deposited by you for the credit of an account  specified by us, with copies
     of the  debtors'  remittance  advices  (or  full  details  of  items  paid)
     forwarded to us with the counterfoil paying in slip.

     The Banking of debtor  cheques,  or other  forms of payment,  into any bank
     account other than the Trust Account is strictly prohibited.

     All  company  bank  statements,  relating  to all  accounts,  must  be made
     available on request.

H 11 Debt verification  will be undertaken on your sales ledger.  This procedure
     may be undertaken at your  premises with the  assistance of your  personnel
     or, alternatively, through a third party acting on our behalf.

H 14 An essential feature of the confidential facility is that although invoices
     will be assigned to us, the sales ledger will be  maintained by you for and
     on behalf of us, the ledger  items should  therefore  be clearly  marked to
     identify the debts that have been assigned to ourselves.

<PAGE>

H 20 No  deposits  are taken from  debtors.  Should  any debtor  choose to pay a
     deposit then we should be notified immediately. We may consider the need to
     hold a reserve  against  availability  in respect of the deposit to protect
     ourselves against any possible offset claim by the debtor.

H 35 We are provided with  management  accounts on a monthly basis in order that
     we can monitor your progress.

H 42 Copies of debtors'  signed  delivery notes and /or carriers'  receipt notes
     are held to our order.

H 78 That no:
     1) debtors are to be handled on both cash and credit basis
     2) invoices are to be raised on sale or return trading terms
     3) goods are to be provided on an evaluation or trial basis.

H 79 The maximum terms of trade should not exceed Net 60 days as terms in excess
     of these may result in the debtor  concerned being handled on an unapproved
     basis only.

H103 You maintain written records detailing all written and verbal communication
     with debtors in relation to the collection of domestic debts. These records
     must be kept separately for each debtor and must be held to our order.

H104 a We shall carry out monthly audits of the business until the Proof of debt
     system is satisfactory for our purposes
     
     b We receive quarterly accounts of Unidigital Inc

                                  THE SCHEDULE
                                  ------------

I 01 FACILITIES SELECTED
     (Conditions 1.2 and 1.3)

     Early Payment Facility             You will have the  benefit of an Early
                                        Payment  from us,  towards the Purchase
                                        Price of Approved  Debts, at the 
                                        percentage set out in clause I 07 

     Recourse Facility                  At the expiry of the Recourse Period
                                        Early Payment in respect an Outstanding
                                        Debt to has be returned to us.
<PAGE>

     Computerised Facilities            From the installation you will have the
                                        benefit of our computerised facilities
                                        described in our Computer User Guide.

I 02 Commencement Date                                199
     (Clauses C and D)                  -------------    ---
     

I 03 Minimum Period of this Agreement   6 months.
     (Clause C)

I 04 Minimum Notice Period to           3 months.
     Terminate this Agreement
     (Clause C)

I 05 Date of Letter of Offer:           Inapplicable.
     (Clause B.5(iii))

I 06 Payment Account Credit Date:       (a) For all Debts - the date of receipt 
     (Condition 5.2)                    by us of payment for value from the
                                        Debtor.

I 07 Early Payment Percentage           75 % of Approved and Covered Debts 
     (Condition 5.7(ii))                within the BCSL Credit Line.

I 08 Early Payment Ceiling              (pound) 1,400,000
     (Condition 5.7(i))

I 10 Discount -                         2 % above Base Rate.
     (Condition 6.1)

I 11 Notice of Assignment Provisions    No notice of assignment will be given, 
     (Condition 7.1)                    unless your Agency to collect Debts 
                                        shall be withdrawn.

I 12 Your Business (Condition 13.2(g))  The supply of pre press services.

I 13 Your Payment Terms (Condition      30 days from end of month in which 
     13.2(l))                           invoice is generated.

I 14 Permitted Currencies in addition   None.
      to Sterling (Condition 13.2(m))
<PAGE>

I 15.01 Non-Notifiable Debts            We do not require to be notified of
        (Condition 14.1(e)(iii))        sales to the following debtors:
                                        We shall supply you with these names
                                        from time to time.

                                        Please note that:
I 15.02                                 We do not require to be notified of
                                        sales to associated companies.

I 15.03                                 We do not require to be notified of cash
                                        sales.

I 15.18                                 We do not require to be notified of
                                        sales to private individuals.

I 15.19                                 We do not require to be notified of 
                                        proforma sales.

        TERMS APPLICABLE ONLY TO
        ------------------------
        U.K. DEBTS
        ----------

I 16    U.K. Debts to which this        All U.K. Debts.
        Agreement applies:      
        (Clause B.3)

I 18    Recourse Period for each        90 days from the last day of the month
        U.K. Recourse Debt.             of issue of the relative invoice.
        (Conditions 5.3 and 5.4(iv))

I 20    Service Charge for each         0.20 % of the Notified Value of each
        Notified U.K. Debt              Debt.
        (Condition 6.2 and 6.3)

I 21    Minimum Level of Service        (pound)10,000 in each period of 12 
        Charges for U.K. Debts          months.
        (Conditions 6.3 and 6.4)
<PAGE>


J.           CLIENT PARTICULARS
             ------------------

Company Name                            Elements (UK) Ltd

Company registration number             2888039

Principal place of business             48 Margaret Street, London, W1N 7FD

Business or trading style (if any)      -


      TO  CONFIRM  the  respective  consent  of each  party  to  this  Agreement
      (including  the Terms and  Conditions of Business and all other  documents
      referred to in Clause B5 above) AND TO ACKNOWLEDGE the opportunity to take
      independent  legal advice as to all its terms both  parties have  executed
      this document as indicated below.


<PAGE>

SIGNED as a Deed on the

 1st  day of  December        199 7   on behalf of
-----       -----------------    ---

BARCLAYS COMMERCIAL SERVICES
LIMITED

acting by
                                           ----------------------------------


Wendy Mary Poole                           /s/ Wendy Mary Poole
---------------------------------------    ----------------------------------
                                           Signature of Attorney
                                           ----------------------------------
and

Duncan MacCormick                          /s/ Duncan MacCormick
---------------------------------------    ----------------------------------
                                           Signature of Attorney
its duly appointed attornies in the presence of :

Witness' Signature     /s/ Deborah Tribe
                       ---------------------------------------

Witness' Name          Deborah Tribe
                       ---------------------------------------
                       Aquila House, Breeds Place
Witness' Address       Hastings, East Sussex
                       TN34 3DG

Occupation             Sales Support Team
                       ---------------------------------------

CORPORATE CLIENT
----------------

SIGNED and DELIVERED as a Deed on the

 26th day of  November 199 7   by you
------       -----------  ---

Elements (UK) Ltd

acting by
                                           ------------------------------------
*

Anthony Manser                             /s/ Anthony Manser
-----------------------------------------  ------------------------------------
(a Director)                               Signature of Director
                                           ------------------------------------
and *

Colan Parl Martin                          /s/ P. Martin
-----------------------------------------  ------------------------------------
(a **Director)                             Signature of **Director
Key: * Please print names.
---  **Delete as applicable.

                                      
<PAGE>

                      BARCLAYS COMMERCIAL SERVICES LIMITED
            Millenium House, 99 Bell Street, Reigate, Surrey RH2 7AN
                           Telephone: (01737) 755600




Mr Tony Manser, Group Managing Director
Regent Group Limited
48 Margaret Street
London W1N 7FD




                                                  Date: 13 May 1998


Dear Tony,

I write following receipt of your request for an increase in the payment ceiling
on the Invoice Discounting facility held with Barclays Commercial Services. I am
pleased to confirm  that I have gained  sanction to increase  the current  group
limit of (pound)1,400,000.

Your cash flows indicate the combined cash  requirement for The Regent Group Ltd
and Elements (UK) Ltd to be in the region of (pound)2,200,000  accordingly a new
group ceiling of (pound)2,300,000 will be marked.

There  are a  number  of  conditions  of  sanction  which  should  be met by the
following deadlines;

-- Full cash flows  detailing  requirements  for the next twelve  months are
   provided by the 30/6/98.

-- An update of the loan  repayments  to  Unidigital  Inc.  is provided by the
   30/6/98.

-- A new (original) General Notice of Assignment is provided for Elements (UK)
   Ltd, faxed copy attached.

In addition to the above BCS will continue to mark forward  monthly audit visits
in order that the development and performance of the group can be monitored.

I trust  that the above is self  explanatory  however  if you have any  queries
please do not hesitate contact me at Reigate.

In order that the amendment can be actioned could I ask that the indemnifiers to
the facility  sign the attached  copy of this letter and return it completed for
my attention.

Yours sincerely,


/s/ Andy Pope

Andy Pope
Relationship Manager