SECOND WAIVER AND AMENDMENT AGREEMENT (this "Waiver Agreement") dated as of
October 1, 1997 by and among Unidigital  Elements (NY), Inc.,  Unison (NY), Inc.
(formerly known as Unidigital/Cardinal  Corporation),  Unidigital Elements (SF),
Inc.  and  Unison  (MA),  Inc.  (the  successor  by merger  to  Unidigital/Boris
Corporation),  (collectively, the "Borrowers"), Unidigital Inc. (the "Company"),
and The Chase Manhattan Bank (the "Lender").  Terms used herein as defined terms
and not otherwise  defined  herein shall have the meanings given thereto in that
certain Credit  Agreement dated as of April 3, 1997 by and between the Borrowers
and the Lender,  as amended by that Waiver And Amendment  Agreement  dated as of
July 1, 1997 by and between such parties.

     WHEREAS, without the prior written consent of the Lender,  Unidigital/Boris
Corporation,  a Massachusetts  corporation  ("UBC"), has been merged (the "Boris
Merger") into Unison (MA), Inc., a Delaware corporation ("UMA"), with UMA as the
surviving  corporation  and  transferee of all of the assets and as successor to
all of the obligations of UBC;

     WHEREAS,    without   the   prior   written    consent   of   the   Lender,
Unidigital/Cardinal   Corporation,  a  Delaware  corporation  ("Cardinal"),  has
changed its name to Unison (NY),  Inc. (the  "Cardinal  Name Change") (the Boris
Merger and the Cardinal Name Change are hereinafter  collectively referred to as
the "Transactions");

     WHEREAS,  the Transactions may constitute  violations inter alia of Section
6.03 and 6.10 of the Credit Agreement, Section 2.02(d) of the Security Agreement
and/or Section 2.03(b) of the Pledge Agreement; and

     WHEREAS,  the  Lender is  willing to waive  such  violation  or  violations
subject to the terms and conditions hereof;

     NOW, THEREFORE,  WITNESSETH, that for good and valuable consideration,  the
receipt of which the parties  hereby  acknowledge,  the parties  hereto agree as
follows:

     1. The Lender  hereby  waives the  application  of those  provisions of the
Credit  Agreement,  the Security  Agreement and the Pledge  Agreement that would
otherwise prohibit the Transactions.

     2. The waivers herein  granted by the Lender shall be conditioned  upon and
shall not become  effective unless and until the Borrowers and the Company shall
have delivered the following to the Lender:

          (i)  Amended  $4,500,000  Revolving  Credit  Note  of  the  Borrowers,
     substantially in the form of Exhibit A hereto;


<PAGE>

          (ii) Amended $3,850,000 Line Loan Note of the Borrowers, substantially
     in the form of Exhibit B hereto;

          (iii) Supplement to Security Agreement,  made by UMA, substantially in
     the form of Exhibit C hereto;

          (iv) (a) Financing statements on Forms UCC-l naming UMA as debtor, and
     the Lender as  creditor,  substantially  in the form of Exhibit D-l hereto;
     and

               (b)  Financing  statements  on Form UCC-3 naming Boris as debtor,
          and  the  Lender  as  creditor,   and  describing  the  Boris  Merger,
          substantially in the form of Exhibit D-2 hereto;

          (v) Supplement to Pledge Agreement, made by the Company, substantially
     in the form of Exhibit E hereto;

          (vi)   Certificate(s),   with  endorsed   stock   power(s)  in  blank,
     representing  all of the outstanding  shares of UMA as issued by UMA to the
     Company;

          (vii)  Financing  statements on Form UCC-3 naming  Cardinal as debtor,
     and  the  Lender  as  creditor,   and  describing   the  Name  Change,   in
     substantially the form of Exhibit F hereto;

          (viii) Property insurance certificate(s) naming UMA as the insured and
     the Lender as loss payee as its interest  may appear and general  liability
     insurance certificate(s) naming the Lender as an additional insured;

          (ix) Certificate(s) of the Secretary or Assistant Secretary of each of
     Unison  (NY),  Inc.  and UMA  certifying  the  relevant  charter  documents
     pursuant to which the Transactions were effected; and

          (x)  Opinion  of  Buchanan  Ingersoll,  substantially  in the  form of
     Exhibit G hereto.

     3. (a) The  Credit  Agreement  is hereby  amended  so that  each  reference
therein to Boris shall be deemed to be a reference to UMA and each  reference to
Cardinal shall be deemed to be a reference to Unison (NY), Inc.

     (b) UMA hereby  confirms  that as  successor by merger to Boris it is bound
by, and hereby  confirms  that it is a party to (and a  "Borrower")  under,  the
Credit  Agreement  for  all  purposes  as  if it  were  an  original  "Borrower"
thereunder,  including, without limitation, its joint and several liability as a
"Borrower" under the Credit Agreement and 


                                       -2-
<PAGE>

under the  promissory  notes referred to in Section 2(i) and (ii) hereof for any
Loans outstanding (and accrued interest thereon) as of the date hereof to any of
the Borrowers.

     (c) The Company hereby agrees and confirms that its undertakings  under the
Guarantee  Agreement  apply to all of the  obligations  of the Borrowers as such
term is amended hereby.

     (d) The Schedules to the  outstanding  Revolving  Credit Note and Line Loan
Note may be  attached  by the Lender to the  amendments  thereof  referred to in
Sections 2(i) and (ii).

     4. This  Waiver  Agreement  and the rights and  obligations  of the parties
hereunder  shall be  construed in  accordance  with and shall be governed by the
laws of the State of New York  applicable to contracts  made and to be performed
entirely within such State, without reference to conflict of laws principles.

     5. This Waiver  Agreement  may be executed in  counterparts,  each of which
when so executed and delivered (including by facsimile  transmission of a signed
counterpart)  shall be deemed to be an original and all of which taken  together
shall constitute but one and the same instrument.

     6. Except as expressly set forth herein, the Credit Agreement as heretofore
amended  shall  remain in full force and  effect,  and the Credit  Agreement  as
amended hereby is hereby ratified and confirmed by the Borrowers.

     7. This Waiver Agreement shall constitute an additional Loan Document.

     8. Each Borrower hereby  represents and warrants to the Lender that,  after
giving  effect to this Waiver no Default or Event of Default has occurred and is
continuing as of the date hereof under the Credit Agreement.

     9. Each of the Borrowers and the Company hereby  warrants and represents to
the Lender  that this  Waiver  Agreement  and the other  documents  contemplated
hereby and all of the actions to be taken in  connection  herewith or  therewith
have been authorized by all necessary  corporate and shareholder action and will
not conflict with, violate or constitute a default under their charters, by-laws
or any  agreements,  instruments or other  documents to which they or any one of
them is a party or by which any of their  assets  are bound and that the same do
not and will not violate any applicable laws or regulations.

     10.  Without  limiting  or being  limited by Section  8.03(b) of the Credit
Agreement,.  the Borrowers  jointly and severally,  indemnify the Lender andeach
Related  Party of the Lender  (each such person  being  called an  "Indemnitee")
against,  and hold each  Indemnitee  harmless from, any and all losses,  claims,
damages,  liabilities  and related  expenses,  including  the fees,  charges and
disbursements of counsel for any Indemnitee, arising out of, in connection with,
or as a result of (i) the execution or delivery of this Waiver 


                                       -3-
<PAGE>

Agreement or any other Loan Document or any agreement or instrument contemplated
hereby or thereby,  or the performance by the parties hereto or thereto of their
respective  obligations  hereunder or  thereunder,  or the  consummation  of the
transactions  contemplated  hereby or thereby, or (ii) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether  based on contract,  tort or any other theory and  regardless of whether
any Indemnitee is a party thereto;  provided,  that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities  or  related  expenses  are  determined  by  a  court  of  competent
jurisdiction by any final and  nonappealable  judgment to have resulted from the
gross negligence or willful misconduct of such Indemnitee.

     IN WITNESS WHEREOF, the parties hereto have caused this Waiver Agreement to
be  executed  and  delivered  in the  City  of New  York  as of the  date  first
hereinabove written.

                                           THE CHASE MANHATTAN BANK


                                        By:/s/ Eugene J. Ward
                                           -----------------------------------
                                           Name:  Eugene J. Ward
                                           Title:  V P


                                           UNIDIGITAL ELEMENTS (NY), INC.


                                        By:/s/ William E. Dye
                                           -----------------------------------
                                           Name:  William E. Dye
                                           Title:  President


                                           UNISON (NY), INC.


                                        By:/s/ William E. Dye
                                           -----------------------------------
                                           Name:  William E. Dye
                                           Title:  Chairman

                                       -4-
<PAGE>


                                           UNIDIGITAL ELEMENTS (SF), INC.


                                        By:/s/ William E. Dye
                                           -----------------------------------
                                           Name:  William E. Dye
                                           Title:  President


                                           UNISON (MA), INC.


                                        By:/s/ William E. Dye
                                           -----------------------------------
                                           Name:  William E. Dye
                                           Title:  Chairman   


                                           UNIDIGITAL INC.


                                        By:/s/ William E. Dye
                                           -----------------------------------
                                           Name:  William E. Dye
                                           Title:  President


                                       -5-