ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT dated as of June 15, 1999 (this "Agreement"),
among  I.A.T.,  LLC,  a  New  York  limited  liability  company  (the  "Buyer"),
Unidigital  Elements (NY),  Inc., a New York  corporation  ("Elements"),  Unison
(NY), Inc., a Delaware corporation  ("Unison"),  and Unidigital Inc., a Delaware
corporation and parent of each of Elements and Unison (the "Parent").  Elements,
Unison and the  Parent  are  sometimes  collectively  referred  to herein as the
"Unidigital Parties" and Elements and Unison are sometimes collectively referred
to as the "Selling Parties".

                              Preliminary Statement
                              ---------------------

     Parent  is  engaged,  principally  through  Elements  and  Unison,  in  the
business,  among other  businesses,  of providing  digital prepress and printing
products and services,  including service bureau, printing brokerage and related
marketing  and  marketing  support  primarily to graphic  artists and  marketing
professionals,  currently  based out of the  facilities  located at 20 West 20th
Street, New York City (the "Business").  The Buyer desires to purchase,  and the
Unidigital  Parties  desire to sell,  certain  of the  assets of the  Unidigital
Parties  for the  consideration  set  forth  below,  subject  to the  terms  and
conditions of this Agreement.

     NOW,  THEREFORE,  in consideration  of the mutual promises  hereinafter set
forth and other good and valuable consideration,  the receipt of which is hereby
acknowledged, the parties hereby agree as follows:

     1.   Sale and Delivery of the Assets
          -------------------------------

     1.1  Delivery of the Assets.
          ----------------------

          (a)  Subject  to and upon the  terms and conditions of this Agreement,
at  the  closing  of  the  transactions  contemplated  by  this  Agreement  (the
"Closing"),  the Unidigital  Parties shall sell,  transfer,  convey,  assign and
deliver to the Buyer, and the Buyer shall purchase from the Unidigital  Parties,
free  and  clear  of  all  liens,  liabilities,  security  interests,  leasehold
interests  and  encumbrances  of any  nature  whatsoever  (except  as  otherwise
expressly provided herein), the properties,  assets and other claims, rights and
interests  of the  Unidigital  Parties  relating to the Business set forth below
(but  excluding  in  all  events  the  Excluded   Assets  (as  defined   below))
(collectively, the "Assets"):

               With respect to the Selling Parties:

               (i)     all inventories of raw materials, work  in process, goods
in transit  (i.e.,  inventories  purchased by, but not delivered to, the Selling
Parties),  finished goods,  office  supplies,  maintenance  supplies,  packaging
materials, spare parts and similar items (collectively, the "Inventory");

<PAGE>

               (ii)    all  accounts receivable and  notes receivable (including
any security held by the Selling Parties for the payment thereof) (collectively,
the "Accounts Receivable");

               (iii)   those prepaid expenses set forth in Schedule 1.1(a)(iii);
                                                           --------------------

               (iv)    all  rights  under  the  contracts,  agreements,  leases,
licenses,  purchase orders,  customer sales agreements and other instruments set
forth on  Schedule  1.1(a)(iv)  attached  hereto  (collectively,  the  "Contract
          --------------------
Rights");

               (v)     all   customer  lists;  production  records;   technical,
manufacturing and procedural manuals;  engineering data;  development and design
data; plans, blueprints,  specifications and drawings; and other useful business
records,  including  electronic media, and any confidential or other information
which has been reduced to writing, relating to the Assets;

               (vi)    all  rights  of  the  Selling Parties  under  express  or
implied  warranties from the suppliers of the Assets to the extent  transferable
(but excluding  such rights insofar as the same pertain to liabilities  retained
by the Selling Parties hereunder);

               (vii)   all of the machinery,  equipment, tools,  dies,  tooling,
production   fixtures,   maintenance   machinery   and   equipment,   computers,
telecommunication  systems,  fittings  and other  office  equipment,  furniture,
leasehold improvements and construction in progress on the date of Closing which
are  owned by the  Selling  Parties  and are set forth on  Schedule  1.1(a)(vii)
                                                           ---------------------
(collectively, the "Fixed Assets");

               (viii)  subject to Section 8.6 hereof, for a period of five years
following the Closing,  all right,  title and interest of the Selling Parties in
and to all intangible property rights relating to the Business, including all of
the Selling Parties' rights to use the name "Elements,"  "Elements (NY)," or any
derivation thereof in the United States of America,  and all goodwill associated
thereto (collectively, the "Intangible Property");

               (ix)    all      transferable      approvals,     authorizations,
certifications,  consents,  variances,  permissions,  licenses and permits to or
from, or filings, notices or recordings to or with, federal, state, foreign, and
local  governmental  authorities  as held or effected by the Selling  Parties in
connection with the Assets;

               (x)     all  office supplies,  production supplies,  spare parts,
other miscellaneous  supplies,  and other tangible property of any kind wherever
located;

               (xi)    all  prepayments  and  prepaid expenses  of  the  Selling
Parties;

               (xii)   all  claims, causes  of action,  rights of  recovery  and
rights of set-off of any kind of the Selling Parties;

               (xiii)  the right to receive and retain mail, accounts receivable
payments and other communications relating to the Business;


                                       2
<PAGE>

               (xiv)   the  right to  bill  and  receive  payment  for  products
shipped or delivered by either of the Selling Parties and services  performed by
either of the Selling Parties but unbilled or unpaid as of the Closing;

               (xv)    all  telephone  numbers  (e.g.,  "800" numbers)  used  by
either of the Selling Parties;

               (xvi)   (A) the  right  to use the four  floors  at 20 West  20th
Street,  New York  City,  currently  used by the  Selling  Parties  and  further
described  on Schedule  1.1(a)(xvi)  attached  hereto (the  "Premises")  for the
              ---------------------
period of time and at the rental  rates  described on Schedule  1.1(a)(xvi),  as
                                                      ---------------------
though  Buyer  were  the  lessee  thereof  under a lease  having  terms  no less
favorable to the lessee than those contained in the real property lease attached
hereto as Exhibit  1.1(a)(xvi) (the "Existing  Premises  Lease"),  as such terms
          --------------------
would apply to a lessee who is not in default under the Existing  Premises Lease
and (B) the right to apply the proceeds of the  security  deposit of the Selling
Parties  held by the  landlord of the  Premises to the lease to be entered  into
between such landlord and the Buyer as of the Closing; and

               (xvii)  the right to use the  machinery  and equipment  described
on Schedule  1.1(a)(xvii)  attached hereto (the "Special Leased  Equipment") for
   ----------------------
the period of time and at the rental rates  described  on Schedule  1.1(a)(xvii)
                                                          ----------------------
(the "Special  Equipment  Lease Terms"),  as though Buyer were the lessee of the
Special  Leased  Equipment  covered  thereby on terms no less favorable to Buyer
than those  contained in the  equipment  leases  covering  such  Special  Leased
Equipment attached hereto as Exhibit  1.1(a)(xvii) (the "Existing Special Leased
                             ---------------------
Equipment Leases"),  as such terms would apply to a lessee who is not in default
under the Existing Special Leased  Equipment  Leases,  including all rights,  if
any,  contained  in the Existing  Special  Leased  Equipment  Leases to purchase
Equipment from the lessor.

     With  respect  to  the  Parent,  all  assets  of the  Parent  or any of its
subsidiaries  other than the Selling  Parties which are used solely or primarily
in the Business and which would be included in items (i) through (xvii) above if
the Parent and such  subsidiaries  were  included in the  definition of "Selling
Parties" (the "Other Included Assets").

     (b)  The assets to be transferred to the Buyer  under this Agreement  shall
be limited  solely to those  Assets  set forth in  Section  1.1(a) and shall not
include  any  other  assets  of  the  Unidigital   Parties,   including  without
limitation,  (i) any of the Unidigital  Parties' rights or  consideration  under
this Agreement,  or (ii) any refunds of federal,  state, foreign or local income
or other tax paid by the  Unidigital  Parties,  or (iii) any insurance  policies
currently  held by the  Unidigital  Parties and related  premium  agreements for
general liability, product liability and workers compensation insurance, or (iv)
the financial books and records of the Unidigital  Parties (it being  understood
that the Unidigital  Parties shall make such financial books and records related
to the Assets available at the reasonable  request of the Buyer), or (v) cash or
cash  equivalents  of the  Unidigital  Parties,  or (vi) those assets  listed on
Schedule 1.1(b) attached hereto (collectively, the "Excluded Assets").
---------------

     1.2  Further Assurances.  At  the  Closing, the  Unidigital  Parties  shall
          ------------------
execute and deliver General  Assignments and Bills of Sale (the "Bill of Sale"),
substantially  in the form


                                       3
<PAGE>

attached  hereto as Exhibit A, and the  assignments  described in Section 6.6(b)
                    ---------
hereof.  At any time and from time to time  after the  Closing,  at the  Buyer's
request and without further consideration,  the Unidigital Parties shall execute
and deliver such assignments of leases and other instruments of sale,  transfer,
conveyance,  assignment  and  confirmation,  and take such other action,  as the
Buyer may reasonably request to more effectively transfer,  convey and assign to
the Buyer,  and to confirm the Buyer's  title to, all of the Assets,  to put the
Buyer in actual  possession and operating  control  thereof,  to assist Buyer in
exercising  all rights  with  respect  thereto  and to carry out the purpose and
intent of this Agreement.

     1.3  Assumption of Liabilities.
          -------------------------

          (a)  At the Closing, the Buyer shall execute and deliver an assumption
agreement  (the  "Assumption  Agreement"),  substantially  in the form  attached
hereto as Exhibit B, pursuant to which it shall assume and agree to (i) perform,
          ---------
pay and  discharge,  in  accordance  with  their  respective  terms,  all  those
liabilities  and  obligations set forth on Schedule 1.3(a) attached hereto which
                                           ---------------
were  incurred  in the  ordinary  course of  business  of the  Business  and are
outstanding on the date of Closing;  (ii) perform in accordance with their terms
those obligations  outstanding on the date of Closing under the Contract Rights;
and (iii) perform in accordance with their terms those liabilities arising after
the date of Closing from any agreement,  contract,  commitment or other contract
documents which the Buyer has requested be transferred to it pursuant to Section
1.1(a)  but  which  has  not  been  so  transferred  due to the  failure  of the
Unidigital Parties to obtain the consent or approval required for such transfer,
provided that the Buyer has received  substantially the same economic benefit of
such contract as if such consent or approval had been obtained (the  obligations
set forth in (i), (ii) and (iii) are, collectively, the "Assumed Liabilities").

          (b)  The  Buyer  shall  not  assume  any of  the  liabilities  of  the
Unidigital  Parties,  including,  without  limitation,  any environmental or tax
liabilities  arising out of the conduct of the  Business  prior to the  Closing,
and,  except as otherwise  provided  herein,  shall purchase the Assets free and
clear of all liens, mortgages,  security interests,  encumbrances and claims and
the Unidigital Parties represent,  warrant and agree that the Buyer shall not be
or become  liable  for any  claims,  demands,  liabilities  or  obligations  not
expressly assumed in this Agreement.

     1.4  Purchase Price.
          --------------

          (a)  In  consideration  of  the transfer  of the  Assets to  the Buyer
hereunder,  the  Buyer  will  assume  the  Assumed  Liabilities  and will pay an
aggregate  purchase price (the  "Purchase  Price") equal to (i) $500,000 in cash
payable to the  Selling  Parties  (the "Cash  Consideration"),  (ii)  $1,500,000
payable to the Selling  Parties,  such amount to be paid by the issuance of a 5%
promissory  note (the  "Note"),  substantially  in the form  attached  hereto as
Exhibit C, and (iii) $250,000  payable to the Selling Parties or their designees
---------
in digital  print and  prepress  services  valued at retail  prices  customarily
charged by the Business (the "Print Services").  In addition,  Unidigital hereby
agrees to amend the Stock Option Agreements for each of the persons set forth on
Schedule  1.4(a) attached hereto such that each such person shall have two years
----------------
from the date of Closing to exercise  all vested  options to purchase  shares of
Common Stock of Unidigital previously granted to each such person.


                                       4
<PAGE>

          (b)  In the event the value of the  Accounts Receivable (aged 120 days
or less) ("Qualified  Accounts  Receivable")  acquired by the Buyer hereunder do
not exceed  the  accounts  payable  assumed  by the Buyer  hereunder  ("Accounts
Payable") by at least $1,000,000 (all as determined in a manner  consistent with
past practice),  the Cash Consideration shall be reduced, on a dollar-for-dollar
basis, by the amount determined as follows: $1,000,000 minus (Qualified Accounts
                                                       -----
Receivable minus Accounts Payable).
           -----

          (c)  The right of the Selling Parties  to utilize  the Print  Services
shall  terminate  on the  third  anniversary  of the  date  of the  Closing.  In
addition,  the Print  Services may be redeemed by the Selling  Parties at a rate
not to exceed $85,000 per year, commencing on the day immediately following each
of the date of the Closing, the first anniversary of the date of the Closing and
the second anniversary of the date of the Closing, as the case may be.

     1.5  The Closing.  The Closing will take place at the offices of Unidigital
          -----------
Inc.,  229 West  28th  Street,  New York,  New York  10001  concurrent  with the
execution  hereof.  The transfer of the Assets by the Unidigital  Parties to the
Buyer shall be deemed to occur  concurrent  with the  execution  hereof.  At the
Closing,  the Buyer is paying  the Cash  Consideration  by wire  transfer  to an
account or accounts  specified by the Selling  Parties in immediately  available
funds.

     1.6  Allocation  of  Purchase  Price.  Within 20 days  of the Closing,  the
          -------------------------------
parties shall  determine,  in good faith, the allocation of the aggregate amount
of the Purchase  Price,  for tax purposes  only,  among the Assets.  The parties
agree that they will not take any position which is materially inconsistent with
the  allocations  determined  in  accordance  with this  Agreement  in preparing
income, capital or franchise tax returns.

     2.   Representations of the Unidigital Parties
          -----------------------------------------

          The  representations and  warranties  made by  the Unidigital  Parties
herein or in any instrument or document  furnished in connection  herewith shall
survive the Closing until the first  anniversary of the Closing.  The Unidigital
Parties, jointly and severally, represent and warrant to the Buyer as follows:

     2.1  Organization.  Each of  the Unidigital Parties is  a  corporation duly
          ------------
organized,  validly existing and in good standing under the laws of the state of
its  incorporation,  and has all requisite  corporate power and authority to own
their  respective  properties,  to carry on their  respective  businesses as now
being  conducted,  to execute  and deliver  this  Agreement  and the  agreements
contemplated  herein,  and to consummate the transactions  contemplated  hereby.
Each of the  Unidigital  Parties is duly  qualified  to do business  and in good
standing  in all  jurisdictions  in  which  its  ownership  of  property  or the
character of its business requires such qualification,  except where the failure
to qualify will not have a material adverse effect upon such Unidigital Party.

     2.2  Authorization.  The  execution and delivery of this Agreement (and all
          -------------
other  agreements  provided  for  herein)  by the  Unidigital  Parties,  and the
consummation by the Unidigital Parties of all transactions  contemplated hereby,
have been duly authorized by all requisite  corporate action. This Agreement and
all such  other  agreements  and  obligations  entered

                                       5
<PAGE>

into and undertaken in connection with the transactions  contemplated  hereby to
which each Unidigital Party is a party constitutes the valid and legally binding
obligations of such Unidigital Party, enforceable against it, in accordance with
their  respective  terms  except  as  such  enforceability  may  be  limited  by
bankruptcy,  insolvency,  reorganization  or similar laws  affecting  creditors'
rights generally and by general  principles of equity.  The execution,  delivery
and  performance  by each of the  Unidigital  Parties of this  Agreement and the
agreements  provided  for  herein,  and  the  consummation  of the  transactions
contemplated hereby and thereby,  will not, with or without the giving of notice
or the passage of time or both,  (a) violate the  provisions of any law, rule or
regulation  applicable to such Unidigital  Party;  (b) violate the provisions of
the  Certificate of  Incorporation  of such  Unidigital  Party;  (c) violate any
judgment,  decree, order or award of any court, governmental body or arbitrator;
or (d)  conflict  with or result in the  breach  or  termination  of any term or
provision of, or constitute a default under, or cause any acceleration under, or
cause the creation of any lien,  charge or encumbrance  upon the Assets pursuant
to, any indenture,  mortgage,  deed of trust or other instrument or agreement to
which any of the Unidigital Parties is a party or by which any of the Unidigital
Parties or any of their respective properties is or may be bound.

     2.3  Ownership of the Assets.  Except as set forth on Schedule 2.3 attached
          -----------------------                          ------------
hereto, the Unidigital Parties are the true and lawful owners of the Assets, and
have the right to sell and  transfer to the Buyer good and  marketable  title to
all Assets, which are free and clear of all claims, liabilities, liens, pledges,
charges,   encumbrances   and  equities  of  any  kind   affecting   the  Assets
(collectively, the "Encumbrances").

     2.4  Litigation.  None of the Unidigital  Parties is a party to, nor to the
          ----------
best knowledge of each of the Unidigital  Parties,  threatened with, and none of
the Assets are subject to, any material litigation,  suit, action, investigation
(to  the  best  knowledge  of  each  of  the  Unidigital  Parties),   grievance,
arbitration,   proceeding,   or   controversy   or  claim   before   any  court,
administrative  agency or other governmental  authority relating to or affecting
the Assets or the business,  properties,  condition  (financial or otherwise) of
the Business.  None of the  Unidigital  Parties is in violation of or in default
with respect to any judgment, order, award, writ, injunction,  decree or rule of
any  court,  governmental  department,   commission,  agency,   instrumentality,
arbitrator, administrative agency or governmental authority or any regulation of
any  administrative  agency or governmental  authority,  where such violation or
default  would have a material  adverse  effect upon the Assets,  the  business,
properties,   condition   (financial  or  otherwise)  of  the  Business  or  the
consummation of the  transactions  contemplated  hereby.  None of the Unidigital
Parties has received notice of any product  liability  claim,  warranty claim or
other  claim  whatsoever  which,  if  decided  adversely,  would have a material
adverse effect on the Assets.

     2.5  Compliance  with  Laws. The  Unidigital  Parties  have  all  requisite
          ----------------------
licenses,  permits  and  certificates  from  federal,  state,  local and foreign
authorities  necessary  to conduct the  Business  and own and operate the Assets
(collectively, the "Permits"). None of the Unidigital Parties has engaged in any
activity  which  would  cause or,  to the  knowledge  of each of the  Unidigital
Parties,  permit  revocation  or  suspension of any such Permit and no action or
proceeding  looking to or contemplating the revocation or suspension of any such
Permit is pending or threatened.  There are no existing material defaults by the
Unidigital  Parties  under any

                                       6
<PAGE>

Permit.  None of the Unidigital  Parties is in violation of any federal,  state,
local or foreign law,  regulation or ordinance  relating to its properties,  the
violation of which could have a material  adverse effect on the Assets.  None of
the  Unidigital  Parties  has  received  any  notice or  communication  from any
federal,  state,  foreign,  or local  governmental  or  regulatory  authority or
otherwise of any such violation or noncompliance and has not received any notice
prior to such time of any violation that has not been cured.

     2.6  Contracts and Commitments.
          -------------------------

          (a)  Schedule  2.6(a) attached  hereto sets forth a  true, correct and
               ----------------
complete list of the contracts and agreements  which are to be assigned from the
Unidigital Parties to the Buyer at the Closing (collectively, the "Contracts").

          (b)  Except  as  set  forth on   Schedule  2.6(b),  the  continuation,
                                           ----------------
validity  and  effectiveness  of each  Contract  would  not be  affected  by the
transfer  thereof to the Buyer under this  Agreement and all such  Contracts are
assignable to the Buyer without a consent and:

               (i)    each  Contract is  a valid  and binding  agreement of  the
Unidigital  Party  party  to  each  such  Contract,   enforceable  against  such
Unidigital Party in accordance with its terms,  and the Unidigital  Parties have
no knowledge that any Contract is not a valid and binding agreement of the other
parties thereto:

               (ii)   each   of   the  Unidigital  Parties  has   fulfilled  all
material  obligations  required pursuant to the Contracts to have been performed
by it prior to the date of Closing;

               (iii)  none of  the  Unidigital  Parties  is in  material  breach
of or material default under any Contract,  and no event has occurred which with
the passage of time or giving of notice or both would constitute such a default,
result in a loss of rights or  result  in the  creation  of any lien,  charge or
encumbrance, thereunder or pursuant thereto (an "Inchoate Default"); and

               (iv)   to the best knowledge of the  Unidigital Parties, there is
no  existing  breach or  default  by any  other  party to any  Contract,  and no
Inchoate Default.

          (c)  True, correct and complete  copies  of all of the Contracts  have
been  delivered  by the  Unidigital  Parties  to the Buyer  prior to the date of
Closing.

     2.7  Brokers.  All  negotiations  relative  to   this  Agreement  and   the
          -------
transactions  contemplated hereby have been carried on by the Unidigital Parties
without the  intervention  of any other person in such manner as to give rise to
any valid claim  against the Buyer for a finder's fee,  brokerage  commission or
other like payment.

     3.   Representations of the Buyer
          ----------------------------

          The representations  and warranties made by the Buyer herein or in any
instrument  or document  furnished  in  connection  herewith  shall  survive the
Closing until the first anniversary of the date of Closing. The Buyer represents
and warrants to the Unidigital Parties as follows:

                                       7
<PAGE>

     3.1  Organization  and  Authority. The Buyer is duly  organized and validly
          ----------------------------
existing and in good standing  under the laws of the state of its  organization,
and has requisite  power and authority to own its properties and to carry on its
business as now being conducted. The Buyer has full power to execute and deliver
this Agreement and to consummate the transactions contemplated hereby.

     3.2  Authorization.  The execution  and delivery  of this  Agreement by the
          -------------
Buyer and the  agreements  provided  for herein to which it is a party,  and the
consummation by the Buyer of all  transactions  contemplated  hereby,  have been
duly  authorized  by all  requisite  action.  This  Agreement and all such other
agreements  and written  obligations  entered into and  undertaken in connection
with the  transactions  contemplated  hereby  constitute  the valid and  legally
binding  obligations  of the Buyer,  enforceable  against it in accordance  with
their  respective  terms,  except  as  such  enforceability  may be  limited  by
bankruptcy,  insolvency,  reorganization  or similar  laws  affecting  creditors
rights generally and general principles of equity.  The execution,  delivery and
performance of this Agreement and the  agreements  provided for herein,  and the
consummation by the Buyer of the transactions  contemplated  hereby and thereby,
will not,  with or without  the giving of notice or the passage of time or both,
(a) violate the  provisions  of any law,  rule or  regulation  applicable to the
Buyer; (b) violate the provisions of the organizational  documents of the Buyer;
(c) violate any judgment, decree, order or award of any court, governmental body
or  arbitrator  applicable  to the Buyer;  or (d) conflict with or result in the
breach or  termination  of any term or  provision  of, or  constitute  a default
under,  or cause any  acceleration  under,  or cause the  creation  of any lien,
charge or  encumbrance  upon the  properties or assets of the Buyer pursuant to,
any indenture, mortgage, deed of trust or other agreement or instrument to which
it or its properties is a party or by which the Buyer is or may be bound.

     3.3  Regulatory  Approvals.  All consents,  approvals,  authorizations  and
          ---------------------
other  requirements  prescribed  by any law,  rule or  regulation  which must be
obtained or satisfied by the Buyer and which are necessary for its  consummation
by the  Buyer of the  transactions  contemplated  by this  Agreement  have  been
obtained and satisfied.

     3.4  Brokers.  All   negotiations  relative  to  this  Agreement  and   the
          -------
transactions  contemplated  hereby have been carried on by the Buyer without the
intervention  of any other  person  in such  manner as to give rise to any valid
claim for a finder's fee, brokerage commission or other like payment.

     4.   Public Announcements
          --------------------

          Except  as  otherwise  required  by law or  government  regulation  or
otherwise  reasonably  necessary  for  either  of the  parties  to  conduct  any
litigation,  arbitration or other  proceeding,  any public  announcement,  press
release  or  release  of  information  with  respect  to this  Agreement  or the
transactions contemplated hereby shall be issued, if at all, at such time and in
such manner as the Buyer and the Selling Parties mutually determine. The Selling
Parties  and the Buyer shall  consult  with each other  concerning  the means by
which  the  employees,   customers,  suppliers  and  others  having  a  business
relationship  with the Selling  Parties  will be  informed  of the  transactions
contemplated hereby.

                                       8
<PAGE>

     5.   Employee Matters
          ----------------

     5.1  Employees. The  Buyer is making  offers of employment  to each  of the
          ---------
employees  listed on Schedule 5.1 at salaries  and bonuses no less  favorable to
                     ------------
the applicable  employee than such employee  currently receives from the Selling
Parties, as applicable.

     5.2  Future  Changes.  Except  as set  forth in  Section  5.1,  nothing  in
          ---------------
this Agreement shall require the Buyer to hire or retain any of employees of the
Selling  Parties  for any period of time after the date of  Closing.  Subject to
requirements  of applicable  law, the Buyer reserves the right at any time after
the date of Closing to terminate such employment and amend,  modify or terminate
any term or condition of employment,  including without limitation, any employee
benefit plan, program, policy, practice or arrangement.

     5.3  Reporting of Data. The Buyer and the Unidigital  Parties shall compile
          -----------------
and furnish to each other such  actuarial and employee data as shall be required
from time to time for each party to perform and fulfill  its  obligations  under
this Section 5.

     6.   Conditions to Obligations of the Buyer
          --------------------------------------

          The  obligations of  the Buyer under this Agreement are subject to the
fulfillment,  on or prior to the Closing, of the following conditions precedent,
each of which may be waived in writing in the sole discretion of the Buyer:

     6.1  Continued  Truth  of Representations and Warranties  of the Unidigital
          ----------------------------------------------------------------------
Parties;  Compliance with Covenants and  Obligations.  The  representations  and
----------------------------------------------------
warranties  of the  Unidigital  Parties  shall  be true on and as of the date of
Closing.  The  Unidigital  Parties  shall have  performed  and  complied  in all
material respects with all covenants  required by this Agreement to be performed
or  complied  with by it  prior  to or at the date of  Closing.  The  Unidigital
Parties  shall  have  delivered  to the  Buyer  each  of the  Schedules  to this
Agreement and such Schedules  shall be reasonably  satisfactory to the Buyer and
its lender.

     6.2  Corporate  Proceedings.  All corporate and other proceedings  required
          ----------------------
to be taken on the part of the Unidigital Parties to authorize or carry out this
Agreement and to convey, assign, transfer and deliver the Assets shall have been
taken.

     6.3  Other  Governmental  Approvals.  All  courts   of  law,   governmental
          ------------------------------
agencies,  departments,  bureaus,  commissions and similar bodies,  the consent,
authorization  or approval of which is necessary under any applicable law, rule,
order or  regulation  for the  consummation  by the  Unidigital  Parties  of the
transactions contemplated by this Agreement and the operation of the Business by
the Buyer,  shall have  consented  to,  authorized,  permitted or approved  such
transactions.

     6.4  Consents  of Lenders,  Lessors and Other Third Parties. The Unidigital
          ------------------------------------------------------
Parties shall have  received the consents and approvals of all lenders,  lessors
and other third  parties  whose consent or approval is required in order for the
Unidigital   Parties  to  consummate  the

                                       9
<PAGE>

transactions contemplated by this Agreement,  including, without limitation, the
landlord at the Premises.

     6.5  Board of Directors and Shareholder Approval. The Board of Directors of
          -------------------------------------------
each of the Unidigital  Parties and the sole  shareholder of each of the Selling
Parties  shall  have  duly  authorized  the  transactions  contemplated  by this
Agreement.

     6.6  Closing Deliveries of the Unidigital Parties.
          --------------------------------------------

          The Buyer will receive at the Closing  each of the following documents
or items:

          (a)  the Bill of Sale, executed by the Unidigital Parties;

          (b)  such instruments of conveyance, assignment  and transfer, in form
and substance  reasonably  satisfactory to the Buyer, as shall be appropriate to
convey,  transfer and assign to, and to vest in, the Buyer,  good and marketable
title to the Assets;

          (c)  all  technical  data, formulations,  product literature and other
documentation relating to the Assets;

          (d)  such files and other data and documents  pertaining to the Assets
as the Buyer may reasonably  request related to the Assets;

          (e)  such certificates of each Unidigital  Parties' officers  and such
other  documents  evidencing  satisfaction  of the conditions  specified in this
Section 6 as the Buyer shall reasonably request;

          (f)  certificate of the Secretary or Assistant  Secretary  of each  of
the Unidigital  Parties attesting to the incumbency of such Unidigital  Parties'
officers,  and the authenticity of the resolutions  authorizing the transactions
contemplated by the Agreement and the  organizational  documents of such Selling
Party; and

          (g)  such other documents, instruments or  certificates as  the  Buyer
may reasonably request.

     6.7  Lease  Obligations.  The  Unidigital Parties  shall be current  on all
          ------------------
lease obligations owing to its lessors through the date of Closing.

     6.8  Lock Box Arrangements.  The Unidigital Parties  shall have  terminated
          ---------------------
all lock box  arrangements  relating to the  Business on or prior to the date of
Closing.

     7.   Conditions to Obligations of the Unidigital Parties
          ---------------------------------------------------

          The  obligations of the  Unidigital Parties  under this  Agreement are
subject  to the  fulfillment,  on or  prior  to the  Closing,  of the  following
conditions  precedent,  each of  which  may be  waived  in  writing  at the sole
discretion of the Unidigital Parties:

                                       10
<PAGE>

     7.1  Continued  Truth  of  Representations  and  Warranties  of  the  Buyer
          ----------------------------------------------------------------------
Compliance with Covenants and Obligations. The representations and warranties of
-----------------------------------------
the Buyer in this Agreement shall be true on and as of the date of Closing.  The
Buyer shall have  performed  and  complied  in all  material  respects  with all
covenants  required by this  Agreement to be  performed  or complied  with by it
prior to or at the date of Closing.

     7.2  Corporate Proceedings.  All legal and other proceedings required to be
          ---------------------
taken on the part of the Buyer to  authorize or carry out this  Agreement  shall
have been taken.

     7.3  Approvals.  All other governmental  agencies,  departments,   bureaus,
          ---------
commissions and similar bodies, the consent,  authorization or approval of which
is  necessary  under any  applicable  law,  rule,  order or  regulation  for the
consummation  by the Buyer of the  transactions  contemplated  by this Agreement
shall have consented to, authorized, permitted or approved such transactions.

     7.4  Consents of Lenders, Lessors and Other Third Parties.  The Buyer shall
          ----------------------------------------------------
have received all requisite and material  consents and approvals of all lenders,
lessors and other third  parties  whose consent or approval is required in order
for the Buyer to consummate the transactions contemplated by this Agreement.

     7.5  Closing Deliveries of the Buyer.
          -------------------------------

          The  Unidigital  Parties  will  receive  at the  Closing each  of  the
following documents or items:

          (a)  the Cash Consideration due at the Closing;

          (b)  the Note;

          (c)  the Assumption Agreement;

          (d)  such  certificates  of  the   Buyer's  officers  and  such  other
documents evidencing  satisfaction of the conditions specified in this Section 7
as the Unidigital Parties shall reasonably request;

          (e)  a certificate  of the  Secretary or  Assistant Secretary  of  the
Buyer attesting to the incumbency of the Buyer's officers,  and the authenticity
of the resolutions  authorizing the transactions  contemplated by this Agreement
and the organizational documents of the Buyer; and

          (f)  such  other  documents,  instruments   or  certificates   as  the
Unidigital Parties may reasonably request.

                                       11
<PAGE>

     8.   Post-Closing Agreements
          -----------------------

     8.1  Proprietary Information.
          -----------------------

          (a)  Each  party hereto  shall hold  in confidence,  and use  its best
efforts to have all officers,  shareholders,  directors  and  personnel  hold in
confidence,  all knowledge and information of any other party hereto of a secret
or confidential nature, and shall not disclose,  publish or make use of the same
without  the  consent  of such  other  party,  except  to the  extent  that such
information  shall have  become  public  knowledge  other than by breach of this
Agreement by the  disclosing  party or by any other persons who have agreed with
the parties hereto not to disclose, publish or make use of such information.

          (b)  The parties hereto agree  that the  remedy at law for any  breach
of this  Section 8.1 would be  inadequate  and that each of the  parties  hereto
shall be entitled to  injunctive  relief in addition to any other  remedy it may
have upon breach of any provision of this Section 8.1.

          (c)  The  foregoing to the contrary  notwithstanding,  no information,
written or oral, shall be construed or considered  confidential  information and
thereby subject to the  restrictions of this Section 8.1 if such information was
(i) generally  available to the public other than as a result of a disclosure by
any party hereto or anyone to whom the parties hereto  transmit the  information
in violation hereof,  (ii) in the possession of the disclosing party or known to
the such  party on a  non-confidential  basis  prior to its  disclosure  to such
party, or (iii) available to the disclosing  party on a  non-confidential  basis
from a  source  other  than  any  other  party  hereto  who is  not  bound  by a
confidentiality agreement with the parties hereto.

     8.2  Solicitation or Hiring of Former Employees.
          ------------------------------------------

          (a)  Except as  required  by law or  with the  written  consent of the
Buyer,  for a period  of one year  after  the date of  Closing,  the  Unidigital
Parties and any persons or entities that are not natural persons,  that directly
or indirectly,  through one or more intermediaries,  control, are controlled by,
or are under common control with, any of the Unidigital  Parties (the "Corporate
Affiliates"), shall not solicit any person who is an employee listed on Schedule
                                                                        --------
5.1, and has been employed,  and not terminated  without cause, by the Buyer, to
---
terminate his or her  employment  with the Buyer or to become an employee of the
Unidigital Parties or their respective  Corporate  Affiliates or hire any person
who was such an employee on the date of Closing.

     (b)  Except  as required  by law or  with the written  consent of Elements,
Unison,  or the  Parent,  as the case may be, for a period of one year after the
date of  Closing,  the  Buyer  shall not and  shall  cause all of its  Corporate
Affiliates not to solicit any person who is an employee of Elements, Unison, the
Parent or their respective Corporate Affiliates,  as the case may be (except for
those  employees  listed  on  Schedule  5.1),  and has  been  employed,  and not
                              -------------
terminated  without cause, by Elements,  Unison,  the Parent or their respective
Corporate  Affiliates,  as the case may be, to terminate  his or her  employment
with Elements,  Unison, the Parent or their respective Corporate Affiliates,  as
the case may be, or to  become an employee of

                                       12
<PAGE>

the  Buyer  or its  Corporate  Affiliates  or hire  any  person  who was such an
employee on the date of the Closing.

     8.3  Sharing  of  Data.  The Unidigital Parties  shall have the right for a
          -----------------
period of seven years following the date of Closing to have reasonable access to
such books,  records and  accounts,  including  financial  and tax  information,
correspondence,   production  records,  employment  records  and  other  similar
information  as are  transferred  to the  Buyer  pursuant  to the  terms of this
Agreement  for the limited  purposes of  complying  with its  obligations  under
applicable  securities,  tax,  environmental,   employment  or  other  laws  and
regulations.  The  Buyer and  shall  have the right for a period of seven  years
following the date of Closing to have reasonable access to those books,  records
and  accounts,   including   financial  and  tax  information,   correspondence,
production  records,  employment records and other records which are retained by
the  Unidigital  Parties  pursuant to the terms of this  Agreement to the extent
that  any of the  foregoing  relates  to the  Assets  transferred  to the  Buyer
hereunder  or is  otherwise  needed by the Buyer and in order to comply with its
obligations under applicable securities, tax, environmental, employment or other
laws and  regulations.  In addition to the  foregoing,  the  Unidigital  Parties
hereby agree to make  available to the Buyer,  without  charge,  the  accounting
services  of  Mitchell  Gerstenbluth  for a period  not to exceed six (6) months
following  the  Closing;  provided,  however,  that in no event  shall  Mitchell
                          --------   -------
Gerstenbluth be required to provide such services if it unreasonably  interferes
with the  performance of his duties for the  Unidigital  Parties or any of their
respective affiliates.

     8.4  Cooperation in Litigation. Each party hereto will reasonably cooperate
          -------------------------
with the other in the defense or  prosecution  of any  litigation  or proceeding
already instituted or which may be instituted hereafter against or by such party
relating to or arising out of the conduct of the Business  prior to or after the
date  of  Closing  (other  than  litigation  arising  out  of  the  transactions
contemplated  by this  Agreement  and  except as  otherwise  expressly  provided
herein).  The party  requesting  such  cooperation  shall pay the  out-of-pocket
expenses  (including legal fees and  disbursements)  of the party providing such
cooperation  and of its officers,  directors,  employees  and agents  reasonably
incurred  in  connection  with  providing  such  cooperation,  but  shall not be
responsible to reimburse the party  providing such  cooperation for such party's
time spent in such  cooperation  or the salaries or costs of fringe  benefits or
similar  expenses paid by the party providing such  cooperation to its officers,
directors, employees and agents while assisting in the defense or prosecution of
any such litigation or proceeding.

     8.5  Additional  Payments;  Right  of Setoff.  Pursuant to this  Agreement,
          ---------------------------------------
Buyer shall acquire the right to use the Special Leased Equipment on the Special
Equipment Lease Terms.  Buyer shall make its payments  directly to the equipment
lessor.  The Unidigital  Parties  jointly and severally agree to make additional
payments to the equipment lessor, if any ("Additional  Equipment Payments"),  as
needed to secure  Buyer's  right to use the  Special  Leased  Equipment  without
additional costs to Buyer. If the Unidigital  Parties do not make the Additional
Equipment  Payments,  if any,  on a timely  basis,  Buyer may (but  shall not be
required to) make any or all such payments itself and, at Buyer's option, either
demand repayment of such amounts from the Unidigital Parties or, upon reasonable
notice to the  Unidigital  Parties,  setoff the amount of such payments  against
amounts which would otherwise be or become due from Buyer pursuant to the Note.

                                       13
<PAGE>

     8.6  Termination of Use  of Elements Name.  Until the fifth  anniversary of
          ------------------------------------
the date of the Closing,  the Unidigital  Parties  shall,  and shall cause their
Corporate  Affiliates to, cease all use of the name  "Elements" or any variation
thereof  in  connection  with  its  business  operation  in the  United  States,
effective immediately,  provided that the Unidigital Parties and their Corporate
Affiliates shall have a period of three months from the date of Closing to cease
using  the  name  "Elements"  in  connection  with  their  San   Francisco-based
operations.  The Buyer shall be entitled to renew its use of the name "Elements"
or any variation thereof in connection with its business operation in the United
States beyond such  five-year  period for three (3) additional  one-year  terms,
provided  that the Buyer pays to the  Unidigital  Parties a royalty fee equal to
$20,000  per year (the  "Royalty  Fee")  payable  in a lump sum on the date upon
which such  renewal is to be  effected.  In the event the Buyer pays the Royalty
Fee to the Unidigital  Parties for three (3) consecutive  years, the Buyer shall
acquire all right,  title and interest in the Selling Parties' rights to use the
name  "Elements"  or any  variation  thereof  in  connection  with its  business
operation in the United States at no further additional cost.

     9.   Indemnification and Reimbursement
          ---------------------------------

     9.1  Indemnification  by the Unidigital  Parties.  The  Unidigital  Parties
          -------------------------------------------
shall indemnify,  defend and hold harmless the Buyer and any parent,  subsidiary
or  affiliate  thereof  and  all  directors,  officers,  employees,  agents  and
consultants of the foregoing (collectively,  the "Buyer Group") from and against
all demands, claims, actions or causes of action, assessments,  losses, damages,
liabilities  (whether  absolute,  accrued,  contingent or otherwise),  costs and
expenses,  including  but not limited to,  interest,  penalties  and  reasonable
attorneys'  fees  and  expenses  (collectively,  "Damages"),  asserted  against,
imposed upon or incurred by the Buyer Group or any member  thereof,  directly or
indirectly,  by reason of or  resulting  from or  relating  to the breach of any
representation,  warranty  or  covenant  set  forth  herein  (but  in any  event
excluding the Assumed  Liabilities) at such time as the Damages,  whether actual
or alleged, exceed $50,000, in which case all amounts (including amounts used to
calculate  this  minimum),  but  limited  to  $2,225,000,  except in the case of
Damages  arising  out of  environmental  or tax  liabilities  in which  case the
limitation on indemnification set forth in this Section 9.1 shall not apply.

     Notwithstanding   anything  herein  to  the  contrary,  the  limitation  on
indemnification  set forth  above in this  Section 9.1 shall not apply if and to
the extent  that any member of the Seller  Group (as defined  below)  shall have
been  determined  (whether by a court of  competent  jurisdiction,  arbitration,
mediation,  or settlement) to have committed  fraud against the Buyer Group with
respect to any of the transactions contemplated herein.

     9.2  Indemnification  by the Buyer. The Buyer shall  indemnify,  defend and
          -----------------------------
hold  harmless the  Unidigital  Parties and any parent,  subsidiary or affiliate
thereof and all directors,  officers,  employees,  agents and consultants of the
foregoing  (collectively,  the  "Seller  Group")  from and  against  all Damages
asserted  against,  imposed  upon or incurred by the Seller  Group or any member
thereof,  directly or indirectly,  by reason of or resulting from or relating to
the breach of any representation,  warranty or covenant set forth herein, or the
operation of the Business post-closing, or the Assumed Liabilities, at such time
as the Damages,  whether actual or alleged,  exceed  $50,000,  in which case all
amounts  (including  amounts used to  calculate  this  minimum),  but limited to
$2,225,000,  except in the case of Damages arising out of  environmental  or tax

                                       14
<PAGE>

liabilities  in which case the limitation on  indemnification  set forth in this
Section 9.2 shall not apply.

     Notwithstanding   anything  herein  to  the  contrary,  the  limitation  on
indemnification  set forth  above in this  Section 9.2 shall not apply if and to
the  extent  that any  member  of the Buyer  Group  shall  have been  determined
(whether  by a court  of  competent  jurisdiction,  arbitration,  mediation,  or
settlement) to have committed fraud against the Seller Group with respect to any
of the transactions contemplated herein.

     9.3  Cooperation.  The  parties  hereto  agree  to  render  to  each  other
          -----------
such assistance as they may reasonably require of each other and to cooperate in
good  faith with each  other in order to  provide  for the  proper and  adequate
defense of any claim,  action,  suit or  proceeding  brought by any third party;
provided,  however,  that this  Section  9.3 shall not  require  the  Unidigital
--------   -------
Parties to retain any personnel or resources  solely to comply with this Section
9.3 and the Unidigital Parties disclaim any warranty that it will have resources
available to comply with this Section 9.3.

     9.4  Confidentiality.  The  parties agree to cooperate in such a reasonable
          ---------------
manner as to preserve in full the  confidentiality of all confidential  business
records and the  attorney-client  and  work-product  privileges.  In  connection
therewith, each party agrees that (a) it will use its reasonable efforts, in any
action,  suit or  proceeding  in which it has  assumed  or  participated  in the
defense,  to avoid  production  of  confidential  business  records  and (b) all
communications   between  any  party  hereto  and  counsel  responsible  for  or
participating  in the defense of any action,  suit or proceeding  shall,  to the
extent  possible,  be made so as to preserve any applicable  attorney-client  or
work-product privilege.

     10.  Transfer and Sales Tax. The Buyer shall be responsible for and pay all
          ----------------------
filing and recording  taxes and fees, and all sales,  use and transfer taxes and
fees, if any, upon the sale and transfer of the Assets hereunder.

     11.  Notices.  Any notices  or other  communications required  or permitted
          -------
hereunder   shall   be   sufficiently    given   if   in   writing    (including
telecommunications) and delivered personally or sent by telex, telecopy or other
wire  transmission  (with request for assurance in a manner typical with respect
to communications of that type),  federal express or other overnight air courier
(postage  prepaid),  registered or certified  mail (postage  prepaid with return
receipt  requested),  addressed as follows or to such other address of which the
parties may have given notice:

     To the Unidigital Parties:   c/o Unidigital Inc.
                                  229 West 28th Street
                                  New York, New York  10001
                                  Attn.: William E. Dye, Chief Executive Officer
                                  Tel. No: (212) 244-7820
                                  Fax No.: (212) 244-7815

                                       15
<PAGE>


     With a copy to:              Buchanan Ingersoll Professional Corporation
                                  500 College Road East
                                  Princeton, New Jersey  08540
                                  Attn.:  David J. Sorin, Esq.
                                  Tel. No.:  (609) 987-6800
                                  Fax No.:  (609) 520-0360

     To the Buyer:                I.A.T., LLC
                                  20 West 20th Street
                                  New York, New York  10011
                                  Attn.:  Steven Amiel, President
                                  Tel. No.:  (212) 727-3070
                                  Fax No.: (212) 691-5404

     With a copy to:              Pitney Hardin Kipp & Szuch
                                  P.O. Box 1945
                                  Morristown, New Jersey 07962-1945
                                  Attn.:  Michael W. Zelenty, Esq.
                                  Tel. No.:  (973) 966-6300
                                  Fax No.:  (973) 966-1550

     If by hand to:               Pitney Hardin Kipp & Szuch
                                  200 Campus Drive
                                  Florham Park, New Jersey 07932
                                  Attn:  Michael W. Zelenty, Esq.

     Unless otherwise  specified  herein,  such notices or other  communications
shall be deemed received (a) on the date delivered,  if delivered  personally or
by wire transmission; (b) on the next business day after mailing or deposit with
an overnight air courier; or (c) five business days after being sent, if sent by
registered or certified mail.

     12.  Successors  and  Assigns.  This Agreement  shall be  binding upon  and
          ------------------------
inure to the benefit of the parties hereto and their  respective  successors and
assigns.  No party may assign  all or a portion  of its  rights and  obligations
hereunder  without the prior written consent of the other party.  Any assignment
in contravention of this provision shall be void.

     13.  Entire Agreement; Amendments; Attachments.
          -----------------------------------------

          (a)  This Agreement,  all  Schedules  and  Exhibits  hereto,  and  all
agreements  and  instruments  to be  delivered  by the parties  pursuant  hereto
represent the entire understanding and agreement between the parties hereto with
respect to the subject  matter  hereof and  supersede all prior oral and written
and  all  contemporaneous  oral  negotiations,  commitments  and  understandings
between such parties except as expressly  provided herein.  The parties,  by the
consent of their respective Board of Directors,  or officers  authorized by such
Boards,  may amend

                                       16
<PAGE>

or modify this  Agreement,  in such manner as may be agreed  upon,  by a written
instrument executed by the parties.

     (b)  If the  provisions of  any Schedule or Exhibit  to this  Agreement are
inconsistent  with the  provisions  of this  Agreement,  the  provisions  of the
Agreement  shall prevail.  The Exhibits and Schedules  attached  hereto or to be
attached hereafter are hereby incorporated as integral parts of this Agreement.

     14.  Expenses. Except as otherwise expressly provided herein, the Buyer and
          --------
the Unidigital Parties shall each pay their own expenses in connection with this
Agreement and the transactions contemplated hereby.

     15.  Governing  Law.  This Agreement shall be governed by and construed  in
          --------------
accordance  with  the  laws of the  State  of New  York,  without  reference  to
conflicts of laws rules or principles.

     16.  Section  Headings.  The section  headings are for the  convenience  of
          -----------------
the  parties  and in no  way  alter,  modify,  amend,  limit,  or  restrict  the
contractual obligations of the parties.

     17.  Severability.  The invalidity or  unenforceability of any provision of
          ------------
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement.

     18.  Counterparts.   This   Agreement  may  be  executed  in  one  or  more
          ------------
counterparts,  each of which shall be deemed to be an original, but all of which
shall be one and the same document.

     19.  Waiver.  The rights and  remedies  of the  parties  to this  Agreement
          ------
are  cumulative  and not  alternative.  Neither the failure nor any delay by any
party in exercising any right,  power,  or privilege under this Agreement or the
documents  referred to in this Agreement will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power,
or privilege will preclude any other or further  exercise of such right,  power,
or privilege or the exercise of any other right,  power,  or  privilege.  To the
maximum extent permitted by applicable law, (a) no claim or right arising out of
this Agreement or the documents  referred to in this Agreement can be discharged
by one party,  in whole or in part, by a waiver or  renunciation of the claim or
right  unless in writing  signed by the other  party,  (b) no waiver that may be
given by a party will be applicable except in the specific instance for which it
is given,  and (c) no  notice  to or demand on one party  will be deemed to be a
waiver of any  obligation of such party or of the right of the party giving such
notice or demand to take further  action without notice or demand as provided in
this Agreement or the documents referred to in this Agreement.

     20.  Ambiguity in Drafting.   Each party  shall have  been deemed  to  have
          ---------------------
participated  equally  in the  drafting  of this  Agreement  and the  agreements
contemplated  hereby  and any  ambiguity  in any  such  contracts  shall  not be
construed against any purported author thereof.



                            [SIGNATURE PAGE FOLLOWS]


                                       17
<PAGE>

     IN WITNESS  WHEREOF,  this  Agreement has been duly executed by the parties
hereto as of and on the date first above written.


                                              SELLING PARTIES:

                                              UNIDIGITAL ELEMENTS (NY), INC.



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


                                              UNISON (NY), INC.



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


                                              BUYER:

                                              I.A.T., LLC



                                              By: /s/ Steven Amiel
                                                 -------------------------------
                                                 Name:  Steven Amiel
                                                 Title:  President


                                              PARENT:

                                              UNIDIGITAL INC.



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



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