AMENDMENT NO. 2

                               TO CREDIT AGREEMENT


     AMENDMENT,  dated as of September 29, 1999, by and among Unidigital Inc., a
Delaware corporation  (together with its successors or assigns, the "Borrower"),
the banks, financial institutions and other institutional lenders listed on this
signature  pages hereof,  as Lenders,  Fleet Bank,  N.A., as the Initial Issuing
Bank,  Fleet  Bank,  N.A.,  the Swing  Line  Bank,  Bank  Austria  Creditanstalt
Corporate  Finance,  Inc.,  as  Documentation  Agent,  and Fleet Bank,  N.A., as
Administrative Agent for the Lender parties and the Hedge Banks.

                              W I T N E S S E T H:

     WHEREAS,   Borrower  has   heretofore   entered   into  certain   financial
arrangements  pursuant to the Credit Agreement,  dated as of May 12, 1999, among
Borrower,  Fleet Bank,  N.A., as the initial  Issuing Bank, the Swing Line Bank,
and as Administrative Agent, Bank Austria Creditanstalt Corporate Finance, Inc.,
as a Lender and as the Documentation  Agent and Merrill Lynch Business Financial
Services  Inc.,  as a Lender (as  amended,  supplemented,  restated or otherwise
modified, the "Credit Agreement"); and

     WHEREAS,  the parties hereto wish to amend certain provisions of the Credit
Agreement, subject to the terms and conditions set forth herein;

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  and  agreements   contained   herein  and  other  good  and  valuable
consideration,  the receipt and

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sufficiency  of  which is  hereby  acknowledged,  the  parties  hereby  mutually
covenant, warrant and agree as follows:

     1.   Definitions.  The following definitions  are added to Section  1.01 of
the Credit Agreement in their appropriate alphabetical order: 2.

      "   "Fixed Charges"  means,  as to any  Person,  for any  period,  the sum
(without duplication of amounts) of (a) all cash Interest Charges of such Person
for such period and (b) all Rental Obligations of such Person for such period in
respect of leases other than  Capitalized  Leases,  in each case  determined  in
accordance with GAAP."

     "    "Interest  Charges"  means,  as to  any Person,  for any  period,  the
aggregate amount of all interest paid,  payable or guaranteed during such period
by such Person, including, without limitation, the "imputed interest" portion of
Rental  Obligations on Capitalized  Leases and all interest  capitalized  and/or
deferred during such period on any Debt, determined in accordance with GAAP."

     "    "Pro  Forma  Consolidated  Fixed  Charges" shall  mean for any  period
Consolidated Fixed Charges for such period adjusted in a manner satisafactory to
the Requested Lenders to include the Fixed Charges for such period of any Person
or business  acquired by the  Borrower  or any of its  Subsidiaries  during such
period  (including  any  adjustment  on  account  of  any  identifiable  savings
acceptable to the Required Lenders), and otherwise determined in accordance with
GAAP."

     "    "Rental  Obligations"  means, a s to any Person,  for any period,  all
rents and other amounts  (including as such,  all payments  which such Person is
obligated to make to the lessor on  termination of any lease and/or on surrender
of the leased property other than payments for which such Person is contingently
liable on account of early termination or breach of such lease) paid,


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payable or guaranteed  during such period by such Person, as lessee or sublessee
under any lease, including,  without limitation,  any amount required to be paid
by such  Person  (whether or not  designated  as rents or  additional  rents) on
account  of  maintenance,  repairs,  insurance,  taxes,  utilities  and  similar
charges,  determined  in  accordance  with GAAP.  Whenever  it is  necessary  to
determine the amount of Rental  Obligations  for any period,  to the extent that
such Rental  Obligations  are not  definitely  determinable  by the terms of the
lease, the Rental Obligations not so definitely  determinable shall be estimated
in good faith and in such  reasonable  manner as the board of  directors  of the
Borrower may  determine."

     2.   Interpretation.  For  purposes of  this  Amendment,  unless  otherwise
          --------------
defined herein, all terms used herein, including, but not limited to, those used
and/or defined in the recitals and the first  paragraph  hereto,  shall have the
respective meanings assigned to such terms in the Credit Agreement.

     3.   Increase in the Commitment.  Notwithstanding anything  to the contrary
          --------------------------
contained in Section 2.05(c) of the Credit  Agreement,  it is acknowledged  that
each of the conditions set forth therein has been satisfied, that the sixty (60)
day period set forth in Section 2.05(c)(vii) has been waived by the Lenders and,
therefore,  the  Revolving  Credit  Increase  will  become  effective  upon  the
execution  of  this  Amendment  by all  of the  parties  hereto.  In  connection
herewith,  Schedule I to the Credit  Agreement is hereby  deleted and Schedule I
attached hereto, which sets forth the Revolving Credit Commitments and Letter of
Credit  Commitments  of each of the Lenders,  to take into account the Revolving
Credit Increase, is substituted therefor.

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<PAGE>

     4.   Amendments to the Credit Agreement.
          ----------------------------------

          (a)  Section  5.02(h) of  the Credit  Agreement  is hereby  amended by
adding the following sentence to the end thereof:

          "In  addition,  the  Borrower  will,  and  cause  each  of its
          Subsidiaries  to, keep a majority of Borrower's  assets in the
          United States of America."

          (b)  Section 5.04 of the Credit Agreement is hereby amended by  adding
a new Section 5.04(e) thereto, which shall read as follows:

          "(e) Fixed  Coverage  Ratio.  The Borrower will not permit the
               ----------------------
          ratio of Pro Forma EBITDA (after restoring  thereto any amount
          deducted  therefrom for Rental  Obligations  paid under leases
          other than Capitalized Leases) to Pro Forma Consolidated Fixed
          Charges  for any period of four  consecutive  fiscal  quarters
          ended  during any period  specified  below to be less than the
          applicable ratio set forth below:

          Period                                           Ratio
          ------                                           -----
          Initial Funding Date through August 31, 2001     2.00 to 1.00
          September 1, 2001 through August 31, 2002        2.25 to 1.00
          From and after September 1, 2002                 2.50 to 1.00

          (c)  Section  6.01(c) of the  Credit  Agreement  is  amended by adding
sections "5.01(e),  5.01(f)," after the reference to "Section 2.14" therein.

     5.   Conditions  Precedent.  The  effectiveness  of  the  other  terms  and
          ---------------------
conditions   contained   herein   shall  be  subject  to  the   receipt  by  the
Administrative Agent of an original of this Amendment, duly authorized, executed
and  delivered  by Borrower  and its  Affiliates  which are  guarantors  under a
Foreign Guaranty or a Subsidiary Guaranty (collectively,  the "Guarantors"),  in
form and substance  satisfactory to the Administrative Agent and its counsel.

     6.   Effect  of this  Amendment.  Except  as modified  pursuant  hereto, no
          --------------------------
other changes or modifications to the Loan Documents are intended or implied and
in all other  respects  the Loan

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<PAGE>

Documents  are hereby  specifically  ratified,  restated  and  confirmed  by all
parties  hereto as of the  effective  date  hereof.  To the  extent of  conflict
between the terms of this Amendment and the other Loan  Documents,  the terms of
this Amendment shall control.  The Credit  Agreement and this Amendment shall be
read  and  construed  as  one  agreement.

     7.   Representations, Warranties and Covenants. Borrower and the Guarantors
          -----------------------------------------
hereby jointly and severally represent,  warrant and covenant as follows:

          (a)  No Default  or  Event  of  Default exists  on  the  date  of this
Amendment  (after giving effect to the amendments made by this Amendment)  other
than the  Events of Default  set forth on  Exhibit A attached  hereto and made a
part hereof.

          (b)  This  Amendment has been duly  executed and delivered by Borrower
and the Guarantors and is in full force and effect as of the date hereof and the
agreements  and  obligations  of Borrower and the  Guarantors  contained  herein
constitute  the  legal,  valid  and  binding  obligations  of  Borrower  and the
Guarantors  enforceable  against  Borrower and the Guarantors in accordance with
its  terms.

          (c)  The  representations  and  warranties  contained  in  each   Loan
Document  are correct in all  material  respects on and as of the date hereof as
though made on and as of the date hereof.

     8.   Defaults  and  Events  of  Default. The  parties  hereto  acknowledge,
          ----------------------------------
confirm  and agree that the  execution  and  delivery of this  Amendment  by the
parties hereto other than Borrower and the Guarantors (the "Financial  Parties")
shall not be  construed  to  constitute  a waiver or  release  by the  Financial
Parties of any Default or Event of Default which has occurred  prior to the date
hereof,  or which exists as of the date hereof or may exist or occur at any time
after the date hereof,  or of any

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<PAGE>

rights or remedies of the Financial  Parties as a result thereof,  whether under
the Loan  Documents,  applicable law or otherwise.

     9.   Further Assurances.  The parties hereto shall execute and deliver such
          ------------------
additional  documents  and take such  additional  action as may be  necessary or
desirable  to  effectuate  the  provisions  and purposes of this  Agreement.

     10.  Governing Law.  The rights and  obligations  hereunder  of each of the
          -------------
parties hereto shall be governed by and interpreted and determined in accordance
with the internal  substantive laws of the State of New York.

     11.  Binding Effect.  The Amendment shall be binding  upon and inure to the
          --------------
benefit  of each of the  parties  hereto  and their  respective  successors  and
assigns.

     12.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
          ------------
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment, it shall not be necessary
to produce or account for more than one  counterpart  thereof  signed by each of
the parties hereto.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment to the
duly  executed and  delivered by their duly  authorized  officers as of the date
first above written.

MERRILL LYNCH BUSINESS                      UNIDIGITAL INC.
FINANCIAL SERVICES INC., as a Lender
                                            By:      /s/ William E. Dye
By:     /s/ Jeremy M. Dhein                          ---------------------------
        --------------------------------    Name:    William E. Dye
Name:   Jeremy M. Dhein                              ---------------------------
        --------------------------------    Title:   Executive Vice Officer
Title:  Assistant Vice President                     ---------------------------
        --------------------------------
                                            FLEET BANK, N.A., as Administrative
UNION BANK OF CALIFORNIA, N.A., as a        Agent,  Initial Issuing  Bank,  and
Lender                                      Swing Line Bank

By:     /s/ Hagop V. Jazmadarian            By:      /s/ Paul Chau
        --------------------------------             ---------------------------
Name:   Hagop V. Jazmadarian                Name:    Paul Chau
        --------------------------------             ---------------------------
Title:  Vice President                      Title:   Senior Vice President
        --------------------------------             ---------------------------

SOVEREIGN BANK, as a Lender                 BANK AUSTRIA CREDITANSTALT CORPORATE
                                            FINANCE, INC., as Documentation
By:     /s/ Joseph Becker                   Agent
        --------------------------------
Name:   Joseph Becker                       By:      /s/ Christina T. Schoen
        --------------------------------             ---------------------------
Title:  Vice President                      Name:    Christina T. Schoen
        --------------------------------             ---------------------------
                                            Title:   Executive Vice President
                                                     ---------------------------
PEOPLE'S BANK OF CALIFORNIA
                                             By:     /s/ Christina T. Schoen
By:     /s/ V. Subramanian                           ---------------------------
        --------------------------------     Name:   Christina T. Schoen
Name:   V. Subramanian                              ---------------------------
        --------------------------------     Title:  Executive Vice President
Title:  Vice President                               ---------------------------
        --------------------------------
                                             BANK AUSTRIA CREDITANSTALT
FLEET BANK, N.A.                             CORPORATE FINANCE, INC., as a
                                             Lender
By:     /s/ Paul Chau
        --------------------------------     By:     /s/ Christina T. Schoen
Name:   Paul Chau                                    ---------------------------
        --------------------------------     Name:   Christina T. Schoen
Title:  Senior Vice President                        ---------------------------
        --------------------------------     Title:  Executive Vice President
                                                     ---------------------------

                                             By:     /s/ Christina T. Schoen
                                                     ---------------------------
                                             Name:   Christina T. Schoen
                                                     ---------------------------
                                             Title:  Executive Vice President
                                                     ---------------------------


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<PAGE>

READ AND AGREED TO:

GUARANTORS:

LINOGRAPHICS CORPORATION                     MEGA ART CORP.

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

UNISON (NY), INC.                            SUPERGRAPHICS HOLDING COMPANY, INC.

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

UNISON (MA), INC.                            SUPERGRAPHICS CORPORATION

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

UNIDIGITAL ELEMENTS (SF), INC.               Executed as a Deed By

By:     /s/ William E. Dye                   ELEMENTS (U.K.) LIMITED
        --------------------------------
Name:   William E. Dye                       Acting By:  /s/ William E. Dye
        --------------------------------                 -----------------------
Title:  Chief Executive Officer                          Duly Authorized
        --------------------------------
                                                         -----------------------
MEGA ART CORP.                                           Duly Authorized

By:     /s/ William E. Dye                   Executed as a Deed By
        --------------------------------
Name:   William E. Dye                       REGENT GROUP LIMITED
        --------------------------------
Title:  Chief Executive Officer              Acting By:  /s/ William E. Dye
        --------------------------------                 -----------------------
                                                         Duly Authorized

                                                         -----------------------
                                                         Duly Authorized

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