<PAGE>   1
                                  [LOGO] CHASE

                            GRID TIME PROMISSORY NOTE

                                                                  New York,  NY
                                                                  August 8, 1996

         For value received, the undersigned unconditionally (and if more than
one, jointly and severally) promises to pay to the order of THE CHASE MANHATTAN
BANK ("Chase"), at its office located at 380 Madison Avenue New York, New York
10017, or to such other address as Chase may notify the undersigned, the sum of
Seven Hundred Fifty Thousand Dollars********($ 750,000.00) or such unpaid
principal amount of each loan made to the undersigned by Chase and outstanding
under this Note, on the maturity date(s) as shown on the attached schedule or
any continuation of the schedule.

         This Note includes any Schedule or Rider attached hereto.

         MATURITY DATE(S). Each loan shall mature on the last day of the
Interest Period therefor, as noted on the Interest Period column on the attached
schedule. As to a Variable Rate loan, if no Interest Period is noted, then such
loan is payable On Demand.

         INTEREST. The undersigned promise(s) to pay interest on the unpaid
balance of the principal amount of each such loan from and including the date of
each such loan to but excluding the date such loan shall be paid in full at the
following applicable rates (check Other Rate box if applicable):

         Variable Rate:    A rate of interest per year which shall automatically
                           increase or decrease from time to time so that at all
                           times such rate shall remain equal to that rate of
                           interest from time to time announced by Chase at its
                           head office as its prime commercial lending rate (the
                           "Prime Rate") PLUS 1/2. Changes in the rate of
                           interest hereunder shall be effective as of and for
                           the entire day on which such change in the Prime Rate
                           becomes effective. 

         and

         [ ] Other Rate: see Rider(s) attached hereto.

         Interest shall be payable, as to a Variable Rate loan, on THE FIRST DAY
of each month and as to an Other Rate loan, on the last day of each Interest
Period, or if such Interest Period is more than 90 days, then or the 90th day
after the date of such loan and on the last day of such Interest Period, unless
otherwise specified on a Rider attached hereto, in respect of the corresponding
principal. Interest shall be calculated on the basis of a year of 360 days and
payable for the actual number of days elapsed.

         After the occurrence of an Event of Default set forth below, Chase, at
its option, by written notice to the undersigned may increase the interest rate
on this Note by an additional four percent (4%) per year effective on the date
of such notice.

         PAYMENTS. All payments under this Note shall be made in lawful money of
the United States of America and in immediately available funds at Chase's
office specified above. Chase may (but shall not be obligated to debit the
amount of any payment (principal or interest) under this Note when due to any
deposit account of (an of) the undersigned with Chase. If the undersigned are
more than one, all obligations of each of the undersigned under this Note shall
be joint and several. This Note may be prepaid without premium unless otherwise
specified on a Rider attached hereto. Chase may apply any money received or
collected for payment of this Note to the principal of, interest on or any other
amount payable under, this Note in any order that Chase may elect.





Reg Bnk Note 2     Legal 331         Page 1                         May 10, 1995
<PAGE>   2

         Whenever any payment to be made hereunder (including principal and
interest) shall be stated to be due on a day on which Chase's head office is not
open for business, that payment will be due on the next following banking day,
and any extension of time shall in each case be included in the computation of
interest payable on this Note.

         If any payment (principal or interest) shall not be paid when due other
than a payment of the entire principal balance of the Note due upon acceleration
after default, the undersigned shall pay a late payment charge equal to five
percent (5%) of the amount of such delinquent payment, provided that the amount
of such late payment charge shall be not less than $25 nor more than $500.

         AUTHORIZATIONS. The undersigned hereby authorizes Chase to make loans
and disburse the proceeds thereof to the account listed below and to make
repayments of such loans by debiting such account upon oral, telephonic or
telecopied instructions made by any person purporting to be an officer or agent
of the undersigned who is empowered to make such requests and give such
instructions. The undersigned may amend these instructions, from time to time,
effective upon actual receipt of the amendment by Chase. Chase shall not be
responsible for the authority, or lack of authority, of any person giving such
telephonic instructions to Chase pursuant to these provisions. By executing this
Note, the undersigned agrees to be bound to repay any loan obtained hereunder as
reflected on Chase's books and records and made in accordance with these
authorizations, regardless of the actual receipt of the proceeds thereof.

         RECORDS. The date, amount and maturity date of each loan under this
Note and each payment of principal, loan(s) to which such principal is applied
(which shall be at the discretion of Chase) and the outstanding principal
balance of loans, shall be recorded by Chase on its books and prior to any
transfer of this Note (or, at the discretion of Chase at any other time)
endorsed by Chase on the schedule attached or any continuation of the schedule.
Any such endorsement shall be conclusive absent manifest error.

         REPRESENTATIONS AND WARRANTIES. If the undersigned is other than an
individual, the undersigned represents and warrants upon the execution and
delivery of this Note and upon each loan request hereunder that (a) it is duly
organized and validly existing under the laws of the jurisdiction of its
organization or incorporation and, if relevant under such laws, in good
standing; (b) it has the power to execute and deliver this Note and to perform
its obligations hereunder and has taken all necessary action to authorize such
execution, delivery and performance; (c) such execution, delivery and
performance do not violate or conflict with any law applicable to it, any
provision of its organizational documents, any order or judgment of any court or
other agency of government applicable to it or any of its assets or any material
contractual restriction binding on or materially affecting it or any of its
assets: (d) to the best of undersigned's knowledge, all governmental and other
consents that are required to have been obtained by it with respect to this Note
have been obtained and are in full force and effect and all conditions of any
such consents have been complied with; (e) its obligations under this Note
constitute its legal, valid and binding obligations, enforceable in accordance
with its terms except to the extent that such enforcement may be limited by
applicable bankruptcy, insolvency or other similar laws affecting creditors'
rights generally; (f) all financial statements and related information furnished
and to be furnished to Chase from time to time by the undersigned are true and
complete and fairly present the financial or other information stated therein as
at such dates or for the periods covered thereby; (g) there are no actions,
suits proceedings or investigations pending or, to the knowledge of the
undersigned, threatened against or affecting the undersigned before any court,
governmental agency or arbitrator, which involve forfeiture of any assets of the
undersigned or which may materially adversely affect the financial condition,
operations, properties of business of the undersigned or the ability of the
undersigned to perform its obligation under this Note; and (h) there has been no
material adverse change in the financial condition of the undersigned since the
last such financial statements or information. If the undersigned is an
individual, the undersigned represents and warrant, at the times set forth at
the beginning of this section, the correctness of clauses (c), (d), (e), (f),
(g) and (h) above to the extent applicable to an individual.

         NO COMMITMENT. This Note does not create and shall not be deemed or
construed to create any contractual commitment to tend by Chase. Any such
commitment in respect of this Note can only be made by and shall only be
effective to the extent set forth in a separate writing expressly designated for
that purpose and subscribed by a duly authorized officer of Chase.



                                      

Reg Bnk Note 2    Legal 331          Page 2                         May 10, 1995
<PAGE>   3
         SECURITY. As collateral security for the payment of this Note and of
any and all other obligations and liabilities of the undersigned to Chase, now
existing or hereafter arising, the undersigned grants to Chase a security
interest in and a lien upon and right of offset against all moneys, deposit
balances, securities or other property or interest therein of the undersigned
now or at any time hereafter held or received by or for or left in the
possession or control of Chase or any of its affiliates, including subsidiaries,
whether for safekeeping, custody, transmission, collection, pledge or for any
other or different purpose.

         DEFAULT. IF ANY OF THE FOLLOWING EVENTS OF DEFAULT SHALL OCCUR with
respect to any of the undersigned (each an "Event of Default"):

         (a)      the undersigned shall fail to pay the principal of, or
                  interest on, this Note, or any other amount payable under this
                  Note, as and when due and payable;

         (b)      any representation or warranty made or deemed made by the
                  undersigned in this Note or in any document granting security
                  or support for (or otherwise executed in connection with) this
                  Note or by any third party supporting or liable with respect
                  to this Note (whether by guaranty, subordination, grant of
                  security or any other credit support, a "Third Party") in any
                  document evidencing the obligations of a Third Party (this
                  Note and all of the foregoing documents and all agreements,
                  instruments or other documents executed by the undersigned or
                  a Third Party being the "Facility Documents") or which is
                  contained in any certificate, document, opinion, financial or
                  other statement furnished at any time under or in connection
                  with any Facility Document, shall prove to have been incorrect
                  in any material respect on or as of the date made or deemed
                  made;

         (c)      the undersigned or any Third Party shall fail to perform or
                  observe any term, covenant or agreement contained in any
                  Facility Document on its part to be performed or observed, and
                  such failure shall continue for 30 consecutive days;

         (d)      the undersigned or any Third Party shall fail to pay when due
                  any indebtedness (including but not limited to indebtedness
                  for borrowed money) or if any such indebtedness shall become
                  due and payable, or shall be capable of becoming due and
                  payable at the option of any holder thereof, by acceleration
                  of its maturity, or if there shall be any default by the
                  undersigned or any Third Party under any agreement relating to
                  such indebtedness;

         (e)      the undersigned or any Third Party: (i) shall generally not,
                  or be unable to, or shall admit in writing its inability to,
                  pay its debts as such debts become due; (ii) shall make an
                  assignment for the benefit of creditors; (iii) shall file a
                  petition in bankruptcy or for any relief under any law of any
                  jurisdiction relating to reorganization, arrangement,
                  readjustment of debt, dissolution or liquidation; (iv) shall
                  have any such petition filed against it and the same shall
                  remain undismissed for a period of 30 days or shall consent or
                  acquiesce thereto; or (v) shall have had a receiver, custodian
                  or trustee appointed for all or a substantial part of its
                  property;

         (f)      if the undersigned or any Third Party is an individual, such
                  individual shall die or be declared incompetent;

         (g)      any Third Party Facility Document shall at any time and for
                  any reason cease to be in full force and effect or shall be
                  declared null and void, or its validity or enforceability
                  shall be contested by the relevant Third Party or such Third
                  Party shall deny it has any further liability or obligation
                  under any Facility Document or shall fail to perform its
                  obligations under any Facility Document;

         (h)      any security agreement or other agreement (whether by the
                  undersigned or any Third Party granting a security interest
                  lien, mortgage or other encumbrance securing obligations under
                  and Facility Document shall at any time and for any reason
                  cease to create a valid and perfected first priority security
                  interest lien, mortgage or other encumbrance in or on the
                  property purported to be subject to such agreement or shall
                  cease to be in full force and effect or shall be declared null
                  and void, or the validity or enforceability of any such
                  agreement shall be contested by any party to such agreement,
                  or such party shall deny it has any further liability or
                  obligation under such agreement of any such party shall fail
                  to perform any of its obligations under such agreement;

         (i)      the undersigned shall make or permit to be made any material
                  change in the character management or direction of the
                  undersigned's business or operations (including, but not
                  limited to, change in its executive management or in the
                  ownership of its capital stock which effects a change in the
                  control of any such business or operations), which is not
                  satisfactory to Chase;

         (j)      the undersigned or any Third Party shall suffer a material
                  adverse change in its business, financial condition,
                  properties or prospects;




Reg Bnk Note 2     Legal 331          Page 3                        May 10, 1995
<PAGE>   4

         (k)      any action, suit, proceeding or investigation against or
                  affecting the undersigned or a Third Party before any court or
                  governmental agency which involves forfeiture of any assets of
                  the undersigned or a Third Party shall have been commenced; or

         (1)      one or more judgments, decrees or orders for the payment of
                  money in excess of $50,000 in the aggregate shall be rendered
                  against the undersigned and shall continue unsatisfied and in
                  effect for a period of 30 consecutive days without being
                  vacated, discharged, satisfied or stayed or bonded pending
                  appeal.

THEN, IN ANY SUCH CASE, if Chase shall elect by notice to the undersigned, the
unpaid principal amount of this Note, together with accrued interest, shall
become forthwith due and payable; provided that in the case of an event of
default under (e) above, the unpaid principal amount of this Note, together with
accrued interest, shall immediately become due and payable without any notice or
other action by Chase.

         THE EVENTS OF DEFAULT AND REMEDIES SET FORTH ABOVE ARE IN ADDITION TO
AND WITHOUT IN ANY WAY DIMINISHING ANY RIGHT BY CHASE TO MAKE DEMAND FOR PAYMENT
AT ANY TIME.

         CERTAIN WAIVERS. The undersigned waive(s) presentment, notice of
dishonor, protest and any other notice or formality with respect to this Note.

         COSTS. The undersigned agree(s) to reimburse Chase an demand for all
costs, expenses and charges (including, without limitation, fees and charges of
external legal counsel for Chase and costs allocated by its internal legal
department) in connection with the preparation, interpretation, performance or
enforcement of this Note and the Facility Documents.

         NOTICES. All notices, requests, demands or other communications to or
upon the undersigned or Chase shall be in writing and shall be deemed to be
delivered upon receipt if delivered by hand or overnight courier or five days
after mailing to the address (a) of the undersigned as set forth next to the
undersigned's execution of this Note, (b) of Chase as first set forth above, or
(c) of the undersigned or Chase at such other address as the undersigned or
Chase shall specify to the other in writing.

         ASSIGNMENT. This Note shall be binding upon the undersigned and its or
their successors and shall inure to the benefit of Chase and its successors and
assigns.

         AMENDMENT AND WAIVER. This Note may be amended only by a writing signed
on behalf of each party and shall be effective only to the extent set forth in
that writing. No delay by Chase in exercising any power or right hereunder shall
operate as a waiver thereof or of any other power or right; nor shall any single
or partial exercise of any power or right preclude other or future exercise
thereof, or the exercise of any other power or right hereunder.

         GOVERNING LAW: JURISDICTION. This Note shall be governed by and
construed in accordance with the laws of the State of New York, Connecticut or
New Jersey, depending on the location of the Chase office set forth in this
Note. The undersigned consent(s) to the nonexclusive jurisdiction and venue of
the state or federal courts located in such state. In the event of a dispute
hereunder, suit may be brought against the undersigned is such courts or in any
jurisdiction where the undersigned or any of its assets may be located. Service
of process by Chase in connection with any dispute shall be binding on the
undersigned if sent to the undersigned by registered mail at the address(es)
specified below or to such further address(es) as the undersigned may specify to
Chase in writing.

         MAXIMUM INTEREST. Notwithstanding any other provision of this Note, the
undersigned shall not be required to pay any amount pursuant to this Note which
is in excess of the maximum amount permitted to be charged by national banks
under applicable law and any such excess interest paid shall be refunded to the
undersigned or applied to principal owing hereunder.

Reg Bnk Note 2   Legal 331           Page 4                         May 10, 1995
<PAGE>   5
        COMMERCIAL TRANSACTION. IF THE  UNDERSIGNED IS A CONNECTICUT DOMICILED
ENTITY OR RESIDENT, EACH OF THE UNDERSIGNED HEREBY ACKNOWLEDGES THAT THIS NOTE
AND THE TRANSACTIONS CONTEMPLATED HEREBY CONSTITUTE COMMERCIAL TRANSACTIONS
WITHIN THE MEANING OF SECTION 52L-278a OF THE CONNECTICUT GENERAL STATUTES.
EACH OF THE UNDERSIGNED EXPRESSLY WAIVES ANY AND ALL RIGHTS, CONSTITUTIONAL OR
OTHERWISE, WITH RESPECT TO NOTICE AND HEARING AND ANY RIGHTS UNDER CHAPTER 903a
OF THE CONNECTICUT GENERAL STATUTES IN CONNECTION WITH ANY PREJUDGMENT REMEDY
AVAILABLE TO CHASE.

        BORROWER WAIVERS. THE UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE(S) (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY
RIGHT TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS NOTE
OR ANY FACILITY DOCUMENT, AND AGREES THAT ANY SUCH DISPUTE SHALL, AT CHASE'S
OPTION, BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

        IN ADDITION, THE UNDERSIGNED WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE
BASED UPON ANY STATUTE OF LIMITATIONS OR ANY CLAIM OF DELAY BY CHASE AND ANY
SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION.

                              Chase Account No. to be charged for Disbursements
                              and Payments: 002-1-543954

Address for notices:          Unidigital/Cardinal Corporation

20 West 20th Street           By: William E. Dye

New York, NY 10011            Print Name: William E. Dye

                              Title: President

                              By:

Telecopier No. (   )          Print Name:

                              Title:




Reg Bnk Note 2  Legal 331             Page 5                        May 10, 1995

<PAGE>   6
                                  [LOGO] CHASE

                            GRID TIME PROMISSORY NOTE
                                                                  New York, NY
                                                                  August 8, 1996
          
         For value received, the undersigned unconditionally (and if more than
one, jointly and severally) promises to pay to the order of THE CHASE MANHATTAN
BANK ("Chase"), at its office located at 380 Madison Avenue New York, New York
10017, or to such other address as Chase may notify the undersigned, the sum of
One Million Four Hundred Thousand ******** DOLLARS ($1,400,000.00 ) or such
unpaid principal amount of each loan made to the undersigned by Chase and
outstanding under this Note, on the maturity date(s) as shown on the attached
schedule or any continuation of the schedule.

         This Note includes any Schedule or Rider attached hereto.

         MATURITY DATE(S). Each loan shall mature on the last day of the
Interest Period therefor, as noted on the Interest Period column on the attached
schedule. As to a Variable Rate loan, if no Interest Period is noted, then such
loan is payable ON DEMAND.

         INTEREST. The undersigned promise(s) to pay interest on the unpaid
balance of the principal amount of each such loan from and including the date of
each such loan to but excluding the date such loan shall be paid in full at the
following applicable rates (check Other Rate box if applicable):

         Variable Rate:    A rate of interest per year which shall automatically
                           increase or decrease from time to time so that at all
                           times such rate shall remain equal to that rate of
                           interest from time to time announced by Chase at its
                           head office as its prime commercial lending rate (the
                           "Prime Rate") PLUS 0 %. Changes in the rate of
                           interest hereunder shall be effective as of and for
                           the entire day on which such change in the Prime Rate
                           becomes effective. 

         and

         [ ] Other Rate: see Rider(s) attached hereto.

         Interest shall be payable, as to a Variable Rate loan, on THE FIRST DAY
of each month and as to an Other Rate loan, on the last day of each Interest
Period, or if such Interest Period is more than 90 days, then on the 90th day
after the date of such loan and on the last day of such Interest Period, unless
otherwise specified on a Rider attached hereto, in respect of the corresponding
principal. Interest shall be calculated on the basis of a year of 360 days and
payable for the actual number of days elapsed.

         After the occurrence of an Event of Default set forth below, Chase, at
its option, by written notice to the undersigned may increase the interest rate
on this Note by an additional four percent (4%) per year effective on the date 
of such notice.

         PAYMENTS. All payments under this Note shall be made in lawful money of
the United States of America and in immediately available funds at Chase's
office specified above. Chase may (but shall not be obligated to) debit the
amount of any payment (principal or interest) under this Note when due to any
deposit account of (any of) the undersigned with Chase. If the undersigned are
more than one, all obligations of each of the undersigned under this Note shall
be joint and several. This Note may be prepaid without premium unless otherwise
specified on a Rider attached hereto. Chase may apply any money received or
collected for payment of this Note to the principal of, interest on or any other
amount payable under, this Note in any order that Chase may elect.

         Whenever any payment to be made hereunder (including principal and
interest) shall be stated to be due on a day on which Chase's head office is not
open for business, that payment will be due on the next



Reg Bnk Note 2    Legal 331       Page 1                            May 10, 1995
<PAGE>   7

following banking day, and any extension of time shall in each case be included
in the computation of interest payable on this Note.

         If any payment (principal or interest) shall not be paid when due other
than a payment of the entire principal balance of the Note due upon acceleration
after default, the undersigned shall pay a late payment charge equal to five
percent (5%) of the amount of such delinquent payment, provided that the amount
of such late payment charge shall be not less than $25 nor more than $500.

         AUTHORIZATIONS. The undersigned hereby authorizes Chase to make loans
and disburse the proceeds thereof to the account listed below and to make
repayments of such loans by debiting such account upon oral, telephonic or
telecopied instructions made by any person purporting to be an officer or agent
of the undersigned who is empowered to make such requests and give such
instructions. The undersigned may amend these instructions, from time to time,
effective upon actual receipt of the amendment by Chase. Chase shall not be
responsible for the authority, or lack of authority, of any person giving such
telephonic instructions to Chase pursuant to these provisions. By executing this
Note, the undersigned agrees to be bound to repay any loan obtained hereunder as
reflected on Chase's books and records and made in accordance with these
authorizations, regardless of the actual receipt of the proceeds thereof.

         RECORDS. The date, amount and maturity date of each loan under this
Note and each payment of principal, loan(s) to which such principal is applied
(which shall be at the discretion of Chase) and the outstanding principal
balance of loans, shall be recorded by Chase on its books and prior to any
transfer of this Note (or, at the discretion of Chase at any other time)
endorsed by Chase on the schedule attached or any continuation of the schedule.
Any such endorsement shall be conclusive absent manifest error.

         REPRESENTATIONS AND WARRANTIES. If the undersigned is other than an
individual, the undersigned represents and warrants upon the execution and
delivery of this Note and upon each loan request hereunder, that: (a) it is duly
organized and validly existing under the laws of the jurisdiction of its
organization or incorporation and, if relevant under such laws, in good
standing; (b) it has the power to execute and deliver this Note and to perform
its obligations hereunder and has taken all necessary action to authorize such
execution, delivery and performance; (c) such execution, delivery and
performance do not violate or conflict with any law applicable to it, any
provision of its organizational documents, any order or judgment of any court or
other agency of government applicable to it or any of its assets or any material
contractual restriction binding on or materially affecting it or any of its
assets; (d) to the best of undersigned's knowledge, all governmental and other
consents that are required to have been obtained by it with respect to this Note
have been obtained and are in full force and effect and all conditions of any
such consents have been complied with; (e) its obligations under this Note
constitute its legal, valid and binding obligations, enforceable in accordance
with its terms except to the extent that such enforcement may be limited by
applicable bankruptcy, insolvency or other similar laws affecting creditors'
rights generally; (f) all financial statements and related information furnished
and to be furnished to Chase from time to time by the undersigned are true and
complete and fairly present the financial or other information stated therein as
at such dates or for the periods covered thereby; (g) there are no actions,
suits, proceedings or investigations pending or, to the knowledge of the
undersigned, threatened against or affecting the undersigned before any court,
governmental agency or arbitrator, which involve forfeiture of any assets of the
undersigned or which may materially adversely affect the financial condition,
operations, properties or business of the undersigned or the ability of the
undersigned to perform its obligation under this Note; and (h) there has been no
material adverse change in the financial condition of the undersigned since the
last such financial statements or information. If the undersigned is an
individual, the undersigned represents and warrants at the times set forth at
the beginning of this section, the correctness of clauses (c), (d), (e), (f),
(g) and (h) above to the extent applicable to an individual.

         NO COMMITMENT. This Note does not create and shall not be deemed or
construed to create any contractual commitment to lend by Chase. Any such
commitment in respect of this Note can only be made by and shall only be
effective to the extent set forth in a separate writing expressly designated for
that purpose and subscribed by a duly authorized officer of Chase.



Reg Bnk Note 2    Legal 331          Page 2                         May 10, 1995
<PAGE>   8

         SECURITY. As collateral security for the payment of this Note and of
any and all other obligations and liabilities of the undersigned to Chase, now
existing or hereafter arising, the undersigned grants to Chase a security
interest in and a lien upon and right of offset against all moneys, deposit
balances, securities or other property or interest therein of the undersigned
now or at any time hereafter held or received by or for or left in the
possession or control of Chase or any of its affiliates, including subsidiaries,
whether for safekeeping, custody, transmission, collection, pledge or for any
other or different purpose.

         DEFAULT. IF ANY OF THE FOLLOWING EVENTS OF DEFAULT SHALL OCCUR with
respect to any of the undersigned (each an "Event of Default"):

         (a)      the undersigned shall fail to pay the principal of, or
                  interest on, this Note, or any other amount payable under this
                  Note, as and when due and payable;

         (b)      any representation or warranty made or deemed made by the
                  undersigned in this Note or in any document granting security
                  or support for (or otherwise executed in connection with) this
                  Note or by any third party supporting or liable with respect
                  to this Note (whether by guaranty, subordination, grant of
                  security or any other credit support a "Third Party") in any
                  document evidencing the obligations of a Third Party (this
                  Note and all of the foregoing documents and all agreements,
                  instruments or other documents executed by the undersigned or
                  a Third Party being the "Facility Documents") or which is
                  contained in any certificate, document opinion, financial or
                  other statement furnished at any time under or in connection
                  with any Facility Document, shall prove to have been incorrect
                  in any material respect on or as of the date made or deemed
                  made;

         (c)      the undersigned or any Third Party shall fail to perform or
                  observe any term, covenant or agreement contained in any
                  Facility Document on its part to be performed or observed, and
                  such failure shall continue for 30 consecutive days;

         (d)      the undersigned or any Third Party shall fail to pay when due
                  any indebtedness (including but not limited to indebtedness
                  for borrowed money) or if any such indebtedness shall become
                  due and payable, or shall be capable of becoming due and
                  payable at the option of any holder thereof, by acceleration
                  of its maturity, or if there shall be any default by the
                  undersigned or any Third Party under any agreement relating to
                  such indebtedness;

         (e)      the undersigned or any Third Party: (i) shall generally not or
                  be unable to, or shall admit in writing its inability to, pay
                  its debts as such debts become due; (ii) shall make an
                  assignment for the benefit of creditors; (iii) shall file a
                  petition in bankruptcy or for any relief under any law of any
                  jurisdiction relating to reorganization, arrangement,
                  readjustment of debt, dissolution or liquidation; (iv) shall
                  have any such petition filed against it and the same shall
                  remain undismissed for a period of 30 days or shall consent or
                  acquiesce thereto; or (v) shall have had a receiver, custodian
                  or trustee appointed for all or a substantial part of its
                  property;

         (f)      if the undersigned or any Third Party is an individual, such
                  individual shall die or be declared incompetent;

         (g)      any Third Party Facility Document shall at any time and for
                  any reason cease to be in full force and effect or shall be
                  declared null and void, or its validity or enforceability
                  shall be contested by the relevant Third Party or such Third
                  Party shall deny it has any further liability or obligation
                  under any Facility Document or shall fail to perform its
                  obligations under any Facility Document,

         (h)      any security agreement or other agreement (whether by the
                  undersigned or any Third Party) granting a security interest
                  lien, mortgage or other encumbrance securing obligations under
                  any Facility Document shall at any time and for any reason
                  cease to create a valid and perfected first priority security
                  interest lien, mortgage or other encumbrance in or on the
                  property purported to be subject to such agreement or shall
                  cease to be in full force and effect or shall be declared null
                  and void, or the validity or enforceability of any such
                  agreement shall be contested by any party to such agreement,
                  or such party shall deny it has any further liability or
                  obligation under such agreement or any such party shall fail
                  to perform any of its obligations under such agreement;

         (i)      the undersigned shall make or permit to be made any material
                  change in the character, management or direction of the
                  undersigned's business or operations (including, but not
                  limited to, a change in its executive management or in the
                  ownership of its capital stock which effects a change in the
                  control of any such business or operations), which is not
                  satisfactory to Chase;

         (j)      the undersigned or any Third Party shall suffer a material 
                  adverse change in its business, financial condition, 
                  properties or prospects;

         (k)      any action, suit, proceeding or investigation against or
                  affecting the undersigned or a Third Party


Reg Bnk Note 2   Legal 331           Page 3                         May 10, 1995
<PAGE>   9

                before any court or governmental agency which involves
                forfeiture of any assets of the undersigned or a Third Party
                shall have been commenced; or

           (1)  one or more judgments, decrees or orders for the payment of
                money in excess of $50,000 in the aggregate shall be rendered
                against the undersigned and shall continue unsatisfied and in
                effect for a period of 30 consecutive days without being
                vacated, discharged, satisfied or stayed or bonded pending
                appeal.

THEN, IN ANY SUCH CASE, if Chase shall elect by notice to the undersigned, the
unpaid principal amount of this Note, together with accrued interest, shall
become forthwith due and payable; provided that in the case of an event of
default under (e) above, the unpaid principal amount of this Note, together with
accrued interest, shall immediately become due and payable without any notice or
other action by Chase.

         THE EVENTS OF DEFAULT AND REMEDIES SET FORTH ABOVE ARE IN ADDITION TO
AND WITHOUT IN ANY WAY DIMINISHING ANY RIGHT BY CHASE TO MAKE DEMAND FOR PAYMENT
AT ANY TIME.

         CERTAIN WAIVERS. The undersigned waive(s) presentment notice of
dishonor, protest and any other notice or formality with respect to this Note.

         COSTS. The undersigned agree(s) to reimburse Chase on demand for all
costs, expenses and charges (including, without limitation, fees and charges of
external legal counsel for Chase and costs allocated by its internal legal
department) in connection with the preparation, interpretation, performance or
enforcement of this Note and the Facility Documents.

         NOTICES. All notices, requests, demands or other communications to or
upon the undersigned or Chase shall be in writing and shall be deemed to be
delivered upon receipt if delivered by hand or overnight courier or five days
after mailing to the address (a) of the undersigned as set forth next to the
undersigned's execution of this Note, (b) of Chase as first set forth above, or
(c) of the undersigned or Chase at such other address as the undersigned or
Chase shall specify to the other in writing.

         ASSIGNMENT. This Note shall be binding upon the undersigned and its or
their successors and shall inure to the benefit of Chase and its successors and
assigns.

         AMENDMENT AND WAIVER. This Note may be amended only by a writing signed
on behalf of each party and shall be effective only to the extent set forth in
that writing. No delay by Chase in exercising any power or right hereunder shall
operate as a waiver thereof or of any other power or right nor shall any single
or partial exercise of any power or right preclude other or future exercise
thereof, or the exercise of any other power or right hereunder.

         GOVERNING LAW: JURISDICTION. This Note shall be governed by and
construed in accordance with the laws of the State of New York, Connecticut or
New Jersey, depending on the location of the Chase office set forth in this
Note. The undersigned consent(s) to the nonexclusive jurisdiction and venue of
the state or federal courts located in such state. In the event of a dispute
hereunder, suit may be brought against the undersigned is such courts or in any
jurisdiction where the undersigned or any of its assets may be located. Service
of process by Chase in connection with any dispute shall be binding on the
undersigned if sent to the undersigned by registered mail at the address(es)
specified below or to such further address(es) as the undersigned may specify to
Chase in writing.

         MAXIMUM INTEREST. Notwithstanding any other provision of this Note, the
undersigned shall not be required to pay any amount pursuant to this Note which
is in excess of the maximum amount permitted to be charged by national banks
under applicable law and any such excess interest paid shall be refunded to the
undersigned or applied to principal owing hereunder.

         COMMERCIAL TRANSACTION. IF THE UNDERSIGNED IS A CONNECTICUT DOMICILED
ENTITY OR RESIDENT, EACH OF THE UNDERSIGNED HEREBY ACKNOWLEDGES THAT THIS NOTE
AND THE TRANSACTIONS CONTEMPLATED HEREBY CONSTITUTE COMMERCIAL TRANSACTIONS
WITHIN THE MEANING OF SECTION 52L-278a OF THE CONNECTICUT GENERAL STATUTES. EACH
OF THE UNDERSIGNED EXPRESSLY WAIVES ANY AND ALL RIGHTS, CONSTITUTIONAL OR
OTHERWISE, WITH

Reg Bnk Note 2   Legal 331           Page 4                         May 10, 1995
<PAGE>   10
RESPECT TO NOTICE AND HEARING AND ANY RIGHTS UNDER CHAPTER 903a OF THE
CONNECTICUT GENERAL STATUTES IN CONNECTION WITH ANY PREJUDGMENT REMEDY AVAILABLE
TO CHASE.

         BORROWER WAIVERS. THE UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE(S) (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY
RIGHT TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS NOTE
OR ANY FACILITY DOCUMENT, AND AGREES THAT ANY SUCH DISPUTE SHALL, AT CHASE'S
OPTION, BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

         IN ADDITION, THE UNDERSIGNED WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE
BASED UPON ANY STATUTE OF LIMITATIONS OR ANY CLAIM OF DELAY BY CHASE AND ANY
SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION.

                                        Chase Account No. to be charged for
                                        Disbursements and Payments:
                                        002-1-543954
                                        ----------------------------------------

Address for notices:                    Unidigital/Cardinal Corporation
                                        -------------------------------
20 West 20th Street                     By: /s/ William E. Dye
---------------------------------          -------------------------------------

New York, NY 10011                      Print Name: William E. Dye
---------------------------------                  -----------------------------

                                        Title: President
---------------------------------             ----------------------------------

                                        By: 
---------------------------------          -------------------------------------

                                        Print Name: 
---------------------------------                  -----------------------------

Telecopier No. (   )    -               Title: 
               ------------------             ----------------------------------


Reg Bnk Note 2     Legal 331         Page 5                         May 10, 1995


<PAGE>   11


                             GUARANTY BY CORPORATION

         WHEREAS, Unidigital/Cardinal Corporation (hereinafter referred to as
the "Borrower"), a corporation organized under the laws of Delaware, (has 
obtained or desires or may desire at some time and/or from time to time to
obtain financial accommodation from THE CHASE MANHATTAN BANK and/or any of its
subsidiaries and/or affiliates (hereinafter, with their respective successors
and assigns, collectively or individually, as the context may require, referred
to as the "Bank"); and

         WHEREAS, the undersigned (hereinafter referred to as the "Guarantor"),
a corporation organized under the laws of Delaware, represents that it owns
directly or indirectly a substantial amount of the stock of the Borrower and/or
is financially interested in its affairs and expects to derive advantage from
each and every such accommodation;

         1. NOW, THEREFORE, for valuable consideration, the receipt whereof by
the Guarantor is hereby acknowledged, and to induce the Bank, at its option, at
any time or from time to time, to extend financial accommodation, with or 
without security, to or for the account of the Borrower, or in respect of which
the Borrower may be liable in any capacity (the term "financial accommodation"
including, without limitation, extension of loans, credit or accommodation,
issuance or confirmation of letters of credit or creation of acceptances, or
discount or purchase of, or loans on, accounts, leases, instruments, securities,
documents, chattel paper and other security arrangements, or other property, or
entering into any foreign exchange, precious metals or other contract or
agreement between Borrower and the Bank), the Guarantor hereby unconditionally
guarantees to the Bank, irrespective of the validity, regularity or
enforceability of any instrument, writing or arrangement relating to or the
subject of any such financial accommodation (each such instrument, writing or
arrangement being hereinafter referred to as, and included in the term, "Credit
Arrangement") or of the obligations thereunder and irrespective of any present
or future law or order of any government (whether of right or in fact and
whether the Bank shall have consented thereto) or of any agency thereof
purporting to reduce, amend, restructure or otherwise affect any obligation of
the Borrower or other obligor or to vary the terms of payment, that the Borrower
will promptly perform and observe every agreement and condition in any Credit
Arrangement to be performed or observed by the Borrower, that all sums stated to
be payable in, or which become payable under, any Credit Arrangement, and all
other sums which may be owing by the Borrower to the Bank now or hereafter, will
be promptly paid in full when due, whether at maturity or earlier by reason of
acceleration or otherwise, or, if now due, when payment thereof shall be
demanded by the Bank, together with interest and any and all legal and other
costs and expenses paid or incurred in connection therewith by the Bank, and, in
case of one or more extensions of time of payment or renewals, in whole or in
part, of any Credit Arrangement or obligation, that the same will be promptly
paid or performed when due, according to each such extension or renewal, whether
at maturity or earlier by reason of acceleration or otherwise. The Guarantor
agrees that, as between the Guarantor and the Bank, the obligations of the
Borrower guaranteed hereunder may be declared to be due and payable for purposes
of this guaranty notwithstanding any stay, injunction or other prohibition which
may prevent, delay or vitiate any such declaration as against the Borrower and
that, in the event of any such declaration (or attempted declaration), such
obligations (whether or not due and payable by the Borrower) shall forthwith
become due and payable by the Guarantor for purposes of this guaranty. The
Guarantor further guarantees that all payments made by the Borrower to the Bank
on any obligation hereby guaranteed will, when made, be final and agrees that
if any such payment is recovered from, or repaid by, the Bank in whole or in
part in any bankruptcy, insolvency or similar proceeding instituted by or
against the Borrower, this guaranty shall continue to be fully applicable to
such obligation to the same extent as though the payment so recovered or repaid
had never been originally made on such obligation.


         2. The Guarantor hereby consents that from time to time, without notice
to or further consent of the Guarantor, the performance or observance by the
Borrower of any Credit Arrangement or obligation may be waived or the time of
performance thereof extended by the Bank, and payment of any obligation hereby
guaranteed may be accelerated in accordance with any agreement between the Bank
and any party liable with respect thereto, or may be extended, or any Credit
Arrangement may be renewed in whole or in part, or the terms of any Credit
Arrangement or any part thereof may be changed, including increase or decrease
in the rate of interest thereon, or any collateral therefor may be exchanged,
surrendered or otherwise dealt with as the Bank may determine, and any of the
acts mentioned in any Credit Arrangement may be done, all without affecting the
liability of the Guarantor hereunder. The Guarantor hereby waives presentment of
any instrument, demand of payment, protest and notice of non-payment or protest
thereof or of any exchange, sale, surrender or other handling or disposition of
any such collateral, and any requirement that the Bank exhaust any right, power
or remedy or proceed against the Borrower under any Credit Arrangement or
against any other person under any other guaranty of, or security for, any of
the obligations guaranteed hereunder. No payment by the Guarantor pursuant to
any provision hereunder shall entitle the Guarantor, by subrogation to the
rights of the Bank or otherwise, to any payment by the Borrower (or out of the
property of the Borrower) except after payment in full of all sums (including
interest, costs and expenses) which may be or become payable by the Borrower to
the Bank at any time or from time to time.

         3. This guaranty shall be a continuing guaranty, and the co-guarantor
or co-guarantors, if any, or any other party liable upon or in respect of any
obligation hereby guaranteed may be released without affecting the liability of
the Guarantor, and the Bank may continue to act in reliance hereon until the
receipt by the Bank, at its principal office at 1 Chase Manhattan Plaza, New
York, New York 10081, and by the departments and offices of the Bank extending
financial accommodation to the Borrower, of written notice from the Guarantor
not to give further financial accommodation in reliance hereon, provided that
such notice shall not affect the obligations of the Guarantor hereunder with
respect to any such accommodation given prior to such notice.
<PAGE>   12

equivalent of such unpaid amount in United States currency computed at the
Bank's selling rate, most recently in effect on or prior to the date such
guaranteed obligation becomes due, for cable transfers of such foreign currency
to the place where such guaranteed obligation is payable. In any case in which
the Guarantor shall make or shall be obligated to make such payment in United
States currency, the Guarantor shall hold the Bank harmless from any loss
incurred by the Bank arising from any change in the value of United States
currency in relation to such foreign currency between the date such guaranteed
obligation becomes due and the date the Bank is actually able, following the
conversion of the United States currency paid by the Guarantor into such foreign
currency and remittance of such foreign currency to the place where such
guaranteed obligation is payable, to apply such foreign currency to such
obligation. The term "foreign currency" as used herein shall be deemed to refer
to that type of such currency which under applicable laws and regulations may be
used to pay and discharge such guaranteed obligation.

         9. No provision of this guaranty may be modified or waived without the
prior written consent of the Bank.

         IN WITNESS WHEREOF, the Guarantor has caused this instrument to be duly
executed by its proper officers this 8th day of August, 1990.


                                          Unidigital Inc

Attest:                                   By /s/ William E. Dye
                                            ----------------------
                                          Title: President
/s/ Kevin H. Rich
-------------------------
Secretary

[Seal]
<PAGE>   13
STATE OF ___________________
                               } ss.:
COUNTY OF __________________

        On the  8th   day of   August  , 19  96  , before me came  William Dye
              -------        ----------     ----                  --------------
_________________________, to me known, who, being by me duly sworn, did depose
and say that he resides at  305 Second Avenue, New York, NY 10003;  that he is
                           -------------------------------------
President        of Unidigital Inc      , the corporation described in and which
----------------   ---------------------
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of said corporation; and that he
signed his name thereto by like order.

                                        /s/ William E. Dye
                                       -----------------------------------------


        I, /s/ KHM  Kevin H. Rich
          ----------------------------------------------------------------------
as Secretary of Unidigital Inc                              , a corporation
               ---------------------------------------------         
duly organized and existing under the laws of  Delaware               , hereby
                                             -------------------------
certify that a meeting of the Board of Directors of said Corporation was duly
called and held on the  8    day of  August       , 19  96  , and that at said
                       -----        --------------     -----
meeting, at which a quorum was present and voting throughout, the following
preambles and resolution, upon motion duly made and seconded, were duly and
unanimously adopted:

     "WHEREAS, Unidigital/Cardinal Corporation    (hereinafter referred to
     ----------------------------------- as the 'Borrower'), a corporation
     organized and existing under the laws of Delaware    has obtained or
     desires or may desire at some time and/or from time to time to obtain 
     loans or other financial accommodation from or conduct transactions
     with The Chase Manhattan Bank, and/or any of its subsidiaries and/or
     affiliates (hereinafter referred to as the 'Bank'); and




     WHEREAS, this Corporation owns directly or indirectly a substantial amount
     of the stock of the Borrower and/or is financially interested in its
     affairs and expects to derive advantage from each and every such loan,
     accommodation and/or transaction,

     NOW, THEREFORE, BE IT

     RESOLVED, that this Corporation guarantee the liabilities and obligations
     of the Borrower and of others to the Bank in the manner set forth in the
     agreement of guaranty presented to this meeting, which said agreement of
     guaranty and all of the terms and provisions thereof are in all respects
     approved and adopted, and that any of the officers of this Corporation be
     and hereby are, and each of them hereby is, authorized and directed to
     execute in the name and on behalf of this Corporation and to deliver to the
     Bank an agreement of guaranty in said form with such changes, if any, as
     the officer or officers of this Corporation executing the same may approve,
     and to do such other acts and things as may be necessary or advisable in
     order to carry out and perform on the part of this Corporation the
     covenants, conditions and agreements on its part to be carried out and
     performed as provided in said agreement of guaranty and in order to carry
     out and effect the full intent and purposes of this resolution."

 

     As said Secretary, I further certify that the foregoing preambles and
resolution have not been repealed, annulled, altered or amended in any respect
but remain in full force and effect and that the annexed instrument is the form
of the agreement of guaranty presented to said meeting and referred to in and
approved by the aforesaid resolution.

        IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the said Corporation this 8th  day of   August   , 19  96
                         -----        -----------     ----


                                                /s/ KHM
                                                --------------------------------
                                                As Secretary of Said Corporation
<PAGE>   14
                              COLLATERAL AGREEMENT
                                 [Third Party]

        In consideration of one or more loans, letters of credit or other
financial accommodations made, issued or extended by THE CHASE MANHATTAN BANK,
N.A. or any of its subsidiaries and/or affiliates (hereinafter, with their
respective successors and assigns, collectively or individually, as the context
may require, called the ("Bank"), to

        Unidigital/Cardinal Corporation

(the "Obligor"), the undersigned hereby agrees that the Bank shall have the
rights, remedies and benefits hereinafter set forth.

        1. DEFINITIONS.
        The following terms shall have the following meanings:
        "Liabilities" means any and all indebtedness, obligations and
liabilities of any kind of the Obligor to the Bank and also to others to the
extent of their participations granted to or interests therein created or
acquired for them by the Bank, now or hereafter existing, arising directly
between the Obligor and the Bank or acquired outright conditionally or as
collateral security from another by the Bank, absolute or contingent, joint
and/or several, secured or unsecured, due or not due, contractual or tortious,
liquidated or unliquidated, arising by operation of law or otherwise, direct or
indirect, including, without limiting the generality of the foregoing,
indebtedness, obligations and liabilities to the Bank of the Obligor as a
member of any partnership, syndicate, association or other group, and whether
incurred by the Obligor as principal, surety, endorsor, guarantor,
accommodation party or otherwise.

        "Collateral" means each of the following as identified in Exhibit A,
attached hereto and made a part hereof, and shall include the proceeds,
products, renewals or substitutions of any thereof: (a) the deposits of the
undersigned with the Bank (whether or not held in trust, or in any custody,
safekeeping, investment management accounts, or other accounts of the
undersigned with the Bank or any of its subsidiaries and affiliates) (the
"Deposits") and all certificates, receipts and other instruments evidencing
such Deposits; (b) the shares of stock, bonds and other instruments and
securities (whether or not held in trust or in any custody, safekeeping,
investment management accounts or other accounts of the undersigned with the
Bank or any other custodian or trustee) (the "Securities"); and (c) all assets
held in trust, or in any custody, safekeeping, investment management accounts,
or other accounts of the undersigned with the Bank (and all additions,
investments and reinvestments thereof made pursuant to any agreement between
the undersigned and the Bank) (the "Account Assets").

        2. PLEDGE AND GRANT OF SECURITY INTEREST.

        As security for the payment of all the Liabilities, the undersigned
hereby pledges, transfers and assigns to the Bank and grants to the Bank a
security interest in, and a general lien upon and/or right of set-off against,
the Collateral. 

        3. AGREEMENTS OF THE UNDERSIGNED AND RIGHTS OF THE BANK.

        So long as any Liability is outstanding or the Bank shall have any
commitment to make or maintain any financial accommodation to the Obligor, the
undersigned agrees as follows and hereby irrevocably authorizes and empowers
the Bank to exercise the rights set forth below, at its option, at any time and
from time to time, for its own use and benefit, either in its own name or in
the name of the undersigned. 

        (a) DEPOSITS: The Bank is hereby authorized: (i) to renew the Deposits
on such terms and for such period(s) as the Bank may deem appropriate; (ii) to
demand collect, and receive payment of any and all monies or proceeds due or to
become due under said Deposits or any part thereof; (iii) to execute any and
all instruments required for the withdrawal or repayment of same, or any part
thereof; (iv) to complete in any respect any instrument for the withdrawal or
repayment of funds signed by the undersigned; and (v) in all respects to deal
with said Deposits as the owner thereof.

        (b) SECURITIES: The Bank is hereby authorized: (i) to transfer to the
account of the Bank any Securities whether in the possession of, or registered
in the name of The Depository Trust Company (the "DTC") or other clearing
corporation or held otherwise; (ii) to transfer to the account of the Bank with
any Federal Reserve Bank any Securities held in book entry form with any such
Federal Reserve Bank; and (iii) to transfer to the name of the Bank or its
nominee any Securities registered in the name of the undersigned and held by
the Bank and, in connection therewith, complete and deliver any necessary stock
powers or other transfer instruments.

        With respect to any Securities in the possession of or registered in
the name of a custodian bank or nominee therefor, the undersigned agrees to
cause such custodian bank or nominee either to enter into an agreement with the
Bank satisfactory to the Bank in form and content confirming that the
Securities are held for the account of the Bank, or at the discretion of the
Bank and subject to the written instructions of the Bank, deliver any such
Securities to the Bank and/or cause any such Securities to be put in bearer
form, registered in the name of the Bank or its nominee, or transferred to the
account of the Bank with any Federal Reserve Bank, the DTC, or other clearing
corporation. In addition, at the request of the Bank, the undersigned agrees to
properly complete, execute and deliver to the Bank Form U-1 of the Board of
Governors of the Federal Reserve Bank with respect to extensions of credit
secured by margin stock (as defined in Regulation U of the Board of Governors
of the Federal Reserve Bank).

        In furtherance of the pledge of, and grant of a security interest in,
the Securities, payments, distributions and/or dividends in securities,
property or cash including , without limitation, dividends representing stock
or liquidating dividends or a distribution or return of capital upon or in
respect of any Security or any part thereof resulting from any split-up,
revision or reclassification of any Security or any part thereof or received in
exchange for any Security or any part thereof as a result of a merger,
consolidation or otherwise) shall be paid directly to and, at the discretion of
the Bank, retained by the Bank and held by it until applied as herein provided,
as additional  Collateral pledged under and subject to the terms hereof. With
respect to any Securities held in an account maintained by the Bank as
financial intermediary, the undersigned hereby gives notice to the Bank of the
Bank's security interest in such Securities.

        So long as any Liability is outstanding or the Bank shall have any
commitment to make or maintain any financial accommodation to the Obligor, the
undersigned hereby grants to the Bank an irrevocable proxy to (i) vote or cause
to be voted any and all Securities and (ii) give or cause to be given consents,
waivers and ratifications in with respect thereof, provided that until the
occurrence of a Default or other event which with the giving of notice or the
passage of time or both would constitute a Default, the undersigned shall be
entitled to (i) vote or cause to be voted any and all Securities and (ii) give
or cause to be given consents, waivers and ratifications in respect thereof,
but only to the extent that no vote shall be cast nor consent, waiver or
ratification given or taken which shall be inconsistent with any provision
hereof or of any agreement or instrument with respect to the Liabilities.

        (c) FURTHER RIGHTS AND AGREEMENTS: The Bank is hereby authorized inits
name, or in the name of the undersigned, to (i) execute, file, register, or
cause to be filed or registered, one or more financing statements under the
Uniform Commercial Code, or any other filings necessary or desirable under the
laws of any jurisdiction to create perfect or preserve the security interest
and lien granted hereby, naming the undersigned as "Debtor" and the Bank as
secured party and indicating types or describing the items of Collateral herein
specified, all without notice (except such notice as may be required by
applicable law and cannot be waived) and without notice except to account for
property actually received by it; (ii) demand, sue for, collect or receive any
money or property at any time payable or receivable on account or in exchange
for, or make any compromise or settlement deemed desirable with respect to, any
item of the Collateral, but shall be under no obligation to do so; (iii) in its
discretion, extend the time of payment, arrange for payment in installments, or
otherwise modify the terms of any Liability or release any item of the
Collateral, without thereby incurring responsibility to, or discharging or
otherwise affecting any obligation of, the undersigned; and (iv) make any
notification (to the issuer of any certificate or Security, or otherwise) or
take any other action in connection with the perfection or preservation of the
security interest and lien hereby created or any enforcement of remedies, and
retain any documents evidencing the title of the undersigned to any item of the
Collateral.

        In furtherance of the foregoing, the undersigned agrees that it will
not sell, assign, transfer or otherwise dispose of, grant any option with
respect to, or further pledge, mortgage or otherwise encumber any item of the
Collateral, or any interest therein, or file or permit to be filed in any
jurisdiction any financing or like statement perfecting such pledge, mortgage
or security interest in which the Bank is not named as the sole secured party.
In addition, at the request of the Bank the undersigned agrees to do, from time
to time, all other things which the Bank may deem necessary or advisable in
order to perfect and preserve the security interest and lien hereby created and
to give effect to the rights granted to the Bank under this Collateral
Agreement. Notwithstanding the foregoing, the Bank shall not under any
circumstances be deemed responsibility for or obligation or duty with respect
to the Collateral or any proceeds thereof, and shall not be required to take
any action of any kind to collect, preserve or protect its or the undersigned's
rights in the Collateral or take any steps necessary to preserve any rights
against prior parties to any item of the collateral. The undersigned releases
the Bank from any claims, causes of action and demands at any time arising out
of or with respect to this Collateral Agreement, the use  or disposition of the
Collateral or any action taken or omitted to be taken by the Bank with respect
thereto, and the undersigned hereby agrees to hold the Bank harmless from and
with respect to any and all claims, causes of action and demands.

        In connection with the rights granted to the Bank hereunder, and so long
as any Liability is outstanding or the Bank shall have any commitment to make or
maintain any financial accommodation to the Obligor, the undersigned hereby
irrevocably appoints the Bank as its true and lawful attorney-in-fact to take
all action with respect to the Deposits as set forth in Section 3(a) hereof, to
sell or otherwise transfer any item of the Collateral and to execute any related
transfer by deed whenever such sale or transfer by the Bank is authorized by
this Collateral Agreement.

        In addition, the undersigned agrees that in the event that any
Collateral is held by the Bank in a fiduciary capacity for or on behalf of the
undersigned as the beneficial owner thereof, any agreements executed by the
undersigned in connection therewith are hereby amended to authorize and direct
the pledge, hypothecation and/or transfer of such Collateral to the Bank as
secured party by the Bank as fiduciary in accordance with the terms, covenants
and conditions of this Collateral Agreement. The rights granted to the Bank
pursuant to this Collateral Agreement are in addition to the rights granted to
the Bank pursuant to any such agreements. In case of conflict between the
provisions of this Collateral Agreement and those of any other such agreement,
the provisions hereof shall prevail.
<PAGE>   15
insured party.

        The undersigned hereby agrees that any additional Collateral received
by the Bank from the undersigned shall be governed by the terms and conditions
of this Collateral Agreement, as if such additional Collateral were listed on
Exhibit A on the date hereof, and hereby appoints the Bank as its agent to note
any such additional Collateral on Exhibit A, provided, however, that any failure
by the Bank so to note such additional Collateral shall not in any way
prejudice or otherwise affect the Bank's assets hereunder in connection with
such additional Collateral. 

        4. LOAN VALUE OF THE COLLATERAL; CURRENCY CONVERSION.

        So long as any Liability is outstanding or the Bank shall have any
commitment to make or maintain any financial accommodation to the Obligor, the
amount of the Liabilities shall not exceed the aggregate Loan Value (as defined
hereafter) of the Collateral. The undersigned will, upon the request of the
Bank, supplement the Collateral to the extent necessary to ensure compliance
herewith. For the purposes hereof, "Loan Value" means the value assigned by the
Bank from time to time, in its sole reasonable discretion, to each item of the
Collateral. 

        For the purposes of any calculation hereunder, any currency in which the
Collateral is denominated (the "Collateral Currency") shall be converted into
the currency of the Liabilities (the "Liability Currency") at the Bank's rate of
exchange for the purchase of the Liability Currency with the Collateral
Currency. For this purpose, the Bank's rate of exchange shall be the spot rate
of exchange quoted by the Bank at such place as the Bank deems appropriate (or,
if no such rate is quoted on any relevant date, shall be estimated by the Bank
on the basis of the Bank's last quoted spot rate) or such other prevailing rate
as the Bank deems more appropriate. 

        5. ABSOLUTE AND UNCONDITIONAL OBLIGATIONS.

        The obligations of the undersigned under this Collateral Agreement shall
be absolute and unconditional irrespective of: (i) any lack of validity or
enforceability of any of the Liabilities or any agreement or instrument relating
thereto; (ii) any change in the time, manner or place of payment of, or in any
other term of all or any of the Liabilities, or any other amendment or waiver
of, or any consent to or departure from, any agreement or instrument relating to
any of the Liabilities; (iii) any release, exchange, perfection or
non-perfection of any item of the Collateral or any release of, or amendment or
waiver or consent to, or departure from, any guaranty, subordination or other
credit support for all or any of the Liabilities; (iv) the release or discharge
in full or in part of one or more Obligors, if more than one; (v) any other
circumstance which might otherwise constitute a defense available to, or a
discharge of, the Obligor or a guarantor of the Liabilities or a party agreeing
to subordinate its claim to the Liabilities; or (vi) any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any of the terms
of, or the rights of the Bank with respect to, the Liabilities or any agreement
or instrument relating to any of the Liabilities.  


        In addition, the undersigned agrees that this Collateral Agreement shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Liabilities is rescinded or must otherwise be returned
by the Bank upon the insolvency, bankruptcy, or reorganization of the Obligor or
otherwise all as though such payment had not been made. 

        6. REPRESENTATIONS AND WARRANTIES.

        The undersigned represents and warrants as follows:

        (a) DEPOSITS AND ACCOUNT ASSETS: (i) the undersigned is the sole,
absolute and/or beneficial owner of the Deposits, or is legally empowered to
grant the security interest and lien hereby created; (ii) the Deposits are free
of all liens, security interests, and encumbrances, and the undersigned has not
made any prior assignment or transfer of any kind of said Deposits, the proceeds
thereof or interests thereon or therein, except such as may have been created in
favor of the Bank; (iii) the undersigned has not withdrawn, cancelled, been
repaid or redeemed all or any part of said Deposits; (iv) there is no pending
application for the withdrawal, cancellation, payment or redemption of said
Deposits; and (v) to the best knowledge of the undersigned, if the Deposits
include now or hereafter an International Banking Facility Time Deposit (as
defined in Regulation D of the Board of Governors of the Federal Reserve
System), any extensions of credit made in reliance upon this Collateral
Agreement or upon said Deposits shall be used to support only non-U.S.
activities of the Obligor or its foreign affiliates. 

        (b) SECURITIES: (i) the Securities have been duly authorized and are
fully paid and non-assessable; (ii) the undersigned is the sole, absolute and/or
beneficial owner of the Securities, or the undersigned is legally empowered to
grant the security interest and lien hereby created; (iii) the Securities are
free and clear of any lien except the security interest created by this
Collateral Agreement; (iv) no authorization, approval, or other action by, and
no notice to or filing with, any governmental authority or regulatory body is
required either for the pledge by the undersigned of the Securities or for the
exercise by the Bank of the voting and other rights provided for in this
Collateral Agreement or the remedies in respect of the Securities pursuant to
this Collateral Agreement; and (v) none of the Securities constitutes
"restricted securities" as such term is defined in Rule 144 of the Securities
Act of 1933, as amended. 

        (c) IN GENERAL: (i) if the undersigned is a corporation, it is duly
organized and validly existing under the laws of the jurisdiction of its
incorporation, it has full power, authority and legal right to execute and
deliver this Collateral Agreement and perform its obligations hereunder, and
the execution, delivery and performance hereof have been duly authorized by all
necessary corporate action and will not conflict with any provisions of its
governing instruments; (ii) the execution, delivery and performance of this
Collateral Agreement will not violate any provisions of applicable law or
regulation or any order of any court or regulatory body and will not result in
the breach of, or constitute a default, or require any consent, under any
agreement, instrument or document to which the undersigned is a party or by
which it or any of its property may be bound or affected; (iii) all
authorizations, consents, approvals and licenses of, and filings and
registrations with, any governmental authority required under applicable law or
regulations for the undersigned to make and perform this Collateral Agreement
have been obtained and are in full force and effect; (iv) this Collateral
Agreement constitutes a legal, valid and binding obligation of the undersigned,
enforceable against it in accordance with its terms; (v) the undersigned is
subject to civil and commercial law with respect to its obligations under this
Collateral Agreement, and the execution, delivery and performance by the
undersigned of this Collateral Agreement constitute private and commercial acts
rather than governmental or public acts, and neither the undersigned nor any of
its properties or revenues are entitled to rights of immunity from suit, court
jurisdiction, attachment prior to judgment, attachment in aid of execution of a
judgment, set off, execution of a judgment or any other process with respect to
its obligations under this Collateral Agreement; and (vi) the undersigned
expects to derive a substantial benefit from each and every financial
accommodation heretofore or hereafter extended by the Bank to the Obligor.

        7. DEFAULT.

        Each of the following events or conditions constitutes a default
hereunder ("Default"):

        (i) if the undersigned shall fail to perform or observe any term,
covenant, or condition on its part to be performed or observed hereunder; (ii)
if the Obligor or any backer, owner, acceptor, endorser, guarantor, surety,
accommodation party or other person liable upon or for any of the Liabilities
including, without limitation, the undersigned ("Liability Party") shall fail to
perform or observe any term, covenant or condition on its part to be performed
or observed under any instrument or agreement with respect to any of the
Liabilities or delivered pursuant thereto; (iii) if any sum payable upon any of
the Liabilities shall not be paid when due; (iv) if any indebtedness of the
Obligor or of any Liability Party for borrowed money shall become due and
payable by acceleration of maturity thereof; (v) if any representations and
warranties of the undersigned stated in Section 6 hereof shall be false or
misleading at any time; (vi) if any representations and warranties made by the
Obligor in any instrument or agreement evidencing any of the Liabilities or
delivered in connection therewith shall be false or misleading at any time;
(vii) if the Obligor or any Liability Party (if a natural person) shall die;
(viii) if the Obligor or any Liability Party (if a corporation) shall dissolve,
merge or consolidate with another corporation, or sell, assign, lease or
otherwise dispose of, whether in one transaction or in a series of transactions,
all or substantially all of its assets (whether now owned or hereafter acquired)
to any person or entity, without the prior written consent of the Bank; (ix) if
a decree or order shall be entered for relief by a court having jurisdiction of
the Obligor or any Liability Party (a) in an involuntary bankruptcy case under
the federal bankruptcy laws, as now or hereafter constituted, or under any other
applicable bankruptcy, insolvency, or other similar law of the United States or
other nation or political subdivision thereof, (b) appointing a receiver,
liquidator, assignee, custodian, trustee or sequestrator of the Obligor or any
Liability Party or for any substantial part of its or their property, or (c)
ordering the reorganization, dissolution, winding-up of or liquidation of its or
their affairs, and the continuation of any such decree or order shall be
unstayed and in effect, or any case or other proceeding seeking any such decree
or order shall continue undismissed, for a period of 60 consecutive days; (x) if
the Obligor or any Liability Party shall, or (if a corporation) shall take any
corporate action to (a) commence a voluntary case under any federal bankruptcy
laws, as now or hereafter constituted, (b) seek to take advantage of any other
applicable bankruptcy, insolvency, or similar law affecting the rights of
creditors generally, of the United States or other nation or any state or
political subdivision thereof, or (c) apply for or consent to the appointment of
or taking of possession by a receiver, liquidator, assignee, trustee, custodian
or sequestrator of the Obligor or any Liability Party or other person or for any
substantial part of its or their property; (xi) if the Obligor or any Liability
Party shall make any assignment for the benefit of creditors; (xii) if the
Obligor or any Liability Party shall admit in writing its or their inability, or
be generally unable, to pay its or their debts as they become due; or (xiii) if
any governmental authority or any court at the instance thereof shall take
possession of any substantial part of the property of or assume control over the
affairs or operations of, or a receiver shall be appointed of, or of any
substantial part of the property of, or a writ or order of attachment or
garnishment shall be issued or made against any of the property of, the Obligor
or any Liability Party; then, in each such case (whether such Default be that of
the Obligor, the undersigned or any Liability Party), unless and to the extent
that the Bank shall otherwise elect, the Bank shall be entitled to exercise all
or any of the rights and remedies hereinafter provided.

        8. REMEDIES.

        Upon the occurrence of any Default, the Bank shall have the rights and
remedies with respect to the Collateral of a secured party under the Uniform
Commercial Code (whether or not the Code is in effect in the jurisdiction where
the rights and remedies are asserted) and such further rights granted to the
Bank hereby. 

        The Bank may, with respect to the Collateral or any part thereof which
shall then be or shall thereafter come into the possession or custody of the
Bank or any of its agents, associates or correspondents, sell or cause to be
sold in the Borough of Manhattan, New York City, or elsewhere, in one or more
sales or parcels, at such price as the Bank may deem best, and for cash or on
credit or for other property, or for immediate or future delivery, without
assumption of any credit risk, all or any item of the Collateral, at any
broker's board or at public or private sale, in any reasonable manner
permissible under the Uniform Commercial Code (except that, to the extent
permissible thereunder, the undersigned hereby waives the requirements of said
Code), and the Bank or anyone else may be the purchaser of any or all of the
Collateral so 
<PAGE>   16
sold and thereafter hold the same free from any claim or right of whatsoever
kind including, without limitation, any equity of redemption of the
undersigned, any such right and equity being hereby expressly waived and
released.
        In addition, the Bank may, in its sole discretion, without regard to
any premium or penalty which may result from liquidation of any Deposit prior
to maturity, or the sale or other disposition of any Security: (i) convert all
or any portion of the Collateral Currency into the Liability Currency at the
Bank's rate of exchange for the purchase of the Liability Currency with the
Collateral Currency; (ii) hold any and all monies or proceeds representing the
Collateral in a cash collateral account denominated in the Liability Currency
or such other currency as the Bank may reasonably select; (iii) invest such
monies or proceeds as the Bank may deem appropriate on behalf of the
undersigned; and (iv) apply all or any portion of the Collateral, in its sole
discretion, first, to all costs and expenses of the Bank in enforcing its
rights and pursuing its remedies hereunder, second, to the payment of interest
on the Liabilities and any fees or commissions to which the Bank may be
entitled, third, to the payment of principal of the Liabilities, whether or not
then due, and fourth, to the undersigned or whosoever may be entitled thereto.
        The undersigned will pay to the Bank all expenses (including reasonable
attorneys' fees and legal expenses incurred by the Bank) of, or incidental to,
the enforcement of any of the provisions hereof or of any of the Liabilities,
or perfecting the rights of the Bank hereunder or any actual or attempted sale,
or any exchange, enforcement, collection, compromise or settlement of any item
of the Collateral or receipt of the proceeds thereof, and for the care of the
Collateral and defending or asserting the rights and claims of the Bank in
respect thereof, by litigation or otherwise, including expense of insurance,
stamp duty and registration fees; and all such costs, fees and expenses shall
be Liabilities as such term is used in this collateral Agreement. The
obligation of the undersigned to pay to the Bank such costs, fees and expenses
shall be secured by the Collateral. The undersigned will do any and all acts
and things which may be necessary or advisable to enable the Bank to consummate
any proposed sale or other disposition of the collateral pursuant to this
Collateral Agreement.

        9. JURISDICTION.
        The undersigned hereby consents to the non-exclusive jurisdiction of
the State and Federal courts sitting in the State of New York and agrees that,
in the event of dispute hereunder, suit may be brought against the undersigned
in such courts or in any other jurisdiction where the undersigned or any of its
assets may be found, and the undersigned hereby irrevocably submits to the
jurisdiction of such courts. The undersigned hereby irrevocably appoints CT
Corporation System, with an office on the date hereof at 277 Park Avenue, New
York, NY 10017, United States, as its agent for service of process. In
addition, the undersigned consents to the service of process by mailing copies
of such process to the undersigned at its most recent mailing address as set
forth in the records of the Bank. The undersigned further agrees that any
action or proceeding brought against the Bank shall be brought only in a New
York State or United States Federal court sitting in New York County.

        10. NOTICES.
        Unless otherwise agreed in writing, notices shall be given to the Bank
and the undersigned by ordinary mail or telex addressed to the Bank or the
undersigned at their respective addresses set forth in the signature page of
this Collateral Agreement, or such other address communicated in writing by
either such party to the other. Notices to the Bank shall be effective upon 
receipt.

        11. MISCELLANEOUS.
        (a) The Bank may assign, transfer and/or deliver to any transferee of
any of the Liabilities any or all of the Collateral and thereafter shall be
fully discharged from all responsibility with respect to the Collateral so
assigned, transferred and/or delivered except to account to the undersigned
for any item of the Collateral so assigned, transferred or delivered. Such
transferee shall be vested with all the powers and rights of the Bank hereunder
with respect to such Collateral, but the Bank shall retain all rights and
powers hereby given with respect to any of the Collateral not so assigned,
transferred or delivered. The remedies and benefits herein expressly specified
are ??? and not exclusive of any rights, remedies or benefits which the Bank
may have under law or under other agreements or arrangements with the
undersigned, the Obligor or any Liability Party. The undersigned hereby waives
presentment, notice of dishonor and protest of all instruments included in or
evidencing the Liabilities or the Collateral and any and all other notices and
demands whatsoever, whether or not relating to such instruments.
        (b) No amendment or waiver of any provision of this Collateral
Agreement nor consent to any departure by the undersigned shall be effective
unless the same shall be in writing and signed by the undersigned and the
Bank, and such waiver or consent shall be effective only in the specific
instance and for the specific purpose to which given. No failure on the part of
the Bank to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof or preclude any other or further exercise thereof
or the exercise of any other right.
        (c) The provisions of this Collateral Agreement are intended to be
severable. If for any reason any provision of this Collateral Agreement shall
be held invalid or unenforceable in whole or in part in any jurisdiction, such
provision shall, as to such jurisdiction, be ineffective to the extent of such
invalidity or unenforceability thereof without in any manner affecting the
validity or enforceability thereof in any other jurisdiction or the remaining
provisions thereof in any jurisdiction.
        (d) As used herein, the term "undersigned" shall be deemed to include
all signatories hereto, if more than one. In such event, the terms, covenants
and conditions on the part of the undersigned to be performed or observed and
the representations and warranties made herein shall be joint and several, and
all provisions hereof regarding the Collateral of the undersigned shall apply
to any item of the Collateral belonging to any of them.
        (e) This Collateral Agreement shall be binding upon the heirs,
executors, administrators, assigns and successors of the undersigned and
constitute a continuing agreement applicable to all future as well as existing
Liabilities, whether or not of the character contemplated as of the date of
this Collateral Agreement.
        (f) This Agreement shall be governed by and construed according to the
laws of the State of New York.
        (g) Unless the context otherwise requires, all terms used herein which
are defined in the Uniform Commercial Code shall have the meanings therein
stated. 

IN WITNESS WHEREOF, the undersigned has executed this Collateral Agreement
this  8th    day of August       , 19  96
    --------       --------------     ----

[If Individual(s):]

---------------------------------------         --------------------------------
[Signature]                                     [Signature]

---------------------------------------         --------------------------------
[Typed or Printed Name]                         [Typed or Printed Name]

---------------------------------------         --------------------------------
Address                                         Address

2. [If Corporation:]                            3. [If Partnership:]

            UNIDIGITAL INC.          
---------------------------------------         --------------------------------
[Corporate Name], a                             [Partnership Name]

Delaware                    corporation         By: 
---------------------------                        -----------------------------
                                                   General Partner

By: /s/ William E. Dye                          By:
   ------------------------------------            -----------------------------
   Title: President                                General Partner

By: ___________________________________         By: ____________________________
   Title:                                           General Partner

20 West 20th Street New York N.Y. 10011 
---------------------------------------         --------------------------------
Address                                         Address
[Corporate Seal]

ACCEPTED:                                       Address for notices to the Bank 

The Chase Manhattan Bank                        The Chase Manhattan Bank
                                                2099 Broadway, 2nd Floor
                                                New York, New York 10023


       
<PAGE>   17
                         DESCRIPTION OF THE COLLATERAL


1. Deposits

 Type of
 Deposit    Location    Contract or   
 (CD, TD,   (NY IBF-    Certificate     Issue or                     Principal
  etc.)     NY, etc.)      Number     Opening Date   Maturity Date     Amount 
 --------   ---------   -----------   ------------   -------------   ---------










2. Stocks, Bonds and Other Instruments and Securities

Nature of Security                  Number of    Face Amount    Certificate  
  or Obligation     Name of Issuer    Units    (if Applicable)     Number
------------------  --------------  ---------  ---------------  -----------
 Commercial Paper        Ford                     1,750,000










3. All Assets Held or To Be Held in the Following Custody Accounts, Safekeeping
Accounts and/or Investment Management Accounts:

 Type of Account                    Account Number                      Location