<PAGE>   1
                                                  LLOYDS BANK PLC
                                                  LONDON & SOUTH EAST
                                                  5TH FLOOR
                                                  4/6 COPTHALL AVENUE
                                                  LONDON
                                                  EC2R 7DA

                                                  Telephone:  (0171) 797 2279
                                                  Fax:        (0171) 797 2282
The Directors
Elements (UK) Ltd and
Regent Communications (UK) Ltd
48 Margaret Street
LONDON
W1N 7FD



Your Ref:                    Our Ref: SAM         24 October, 1996

Dear Sirs

OVERDRAFT & OTHER FACILITIES

We Lloyds Bank Plc (the "Bank") are pleased to offer to Elements (UK) Ltd &
Regent Communications (UK) Ltd an overdraft facility on account numbers 0749660
& 1856096 on the following terms and conditions.

Amount                 The maximum aggregate amount outstanding on the two
                       accounts shown above under the facility at any one time
                       shall not exceed pound sterling 900,000.

Availability           Any amounts from time to time owing under the facility
                       are repayable on demand but it is the Bank's present
                       intention to make the facility available until 30
                       September 1997 or such later date as may from time to
                       time be advised in writing by the Bank.  All moneys from
                       time to time owing to the bank under this facility shall
                       be repaid no later than the agreed expiry date.  The
                       amounts owing at any time may include interest, costs or
                       charges debited to one or more of the accounts in
                       accordance with the terms of this letter.

Interest               Interest will be payable on the total amount owing up to
                       pound sterling 600,000 at 2.25% per annum over the
                       Bank's Base Rate from time to time, (currently 8.0% per
                       annum in total) and 2.75% per annum over the Bank's Base
                       Rate (currently 8.5% per annum in total) on the total
                       amount of the balance up to pound sterling 900,000.

                       Interest will be payable on amounts owing in excess of
                       the agreed limit at Lloyds Bank Unauthorised Overdraft
                       Rate (presently 2% per month, Equivalent Annual Rate
                       24%).





<PAGE>   2
                                      - 2 -




                       Interest will be debited to each company's account
                       monthly in arrears (normally on the 21st of  each month
                       or on the next working day) and additionally on the date
                       upon which the facility ceases to be available.

                       The interest rates may be varied (either up or down) by
                       the Bank at any time.  Notices of changes will be
                       displayed in all UK Branches of the Bank and in the
                       Press.

Costs and Charges      Charges will be payable by each company on their own
                       account monthly as recently agreed as follows:

                       7.1p % on turnover.

                       These charges will be debited to the relevant company's
                       account and may be varied by the Bank at any time and
                       notice of changes will be advised to you.

                       An Arrangement fee of pound sterling 4,500 is payable.
                       This will be divided equally between the two accounts
                       upon return of the facility letter.

                       All costs and expenses incurred by the Bank in creating
                       the security referred to below shall be debited to the
                       account under advice to you.

Additional Facilities

                       In addition to the Overdraft Facility, we are pleased to
                       offer the companies the additional facilities on the
                       attached Schedule:

                       These additional facilities will be available upon such
                       terms and conditions as shall from time to time be
                       required by the Bank and may be cancelled by the Bank at
                       any time, but it is the Bank's present intention to keep
                       these facilities in place for the period of availability
                       of the overdraft facility.  Your liability in respect of
                       any utilisation of these facilities may, however, extend
                       beyond such period of availability.


Security               It is a condition of the overdraft facility and of the
                       other facilities that amounts owing shall be secured by
                       the following. Any security which is not already in
                       place is to be provided to the Bank in a form acceptable
                       to the Bank:-

                       A guarantee in the Bank's standard form from Unidigital
                       Inc for the principal amount of pound sterling 500,000
                       plus interest and other costs as detailed in the
                       guarantee in respect of Elements (UK) Ltd debts and
                       liabilities to the Bank.





<PAGE>   3
                                      - 3 -




                       An unlimited all moneys guarantee in the Bank's standard
                       form from Elements (UK) Ltd in respect of Regent
                       Communications (UK) Ltd debts and liabilities to the
                       Bank.

                       Keyman insurance policies on the lives of William Dye
                       and Anthony Manser in the sum of pound sterling 200,000
                       to be assigned to the Bank.

                       An unlimited debenture in the Bank's standard form from
                       Elements (UK) Ltd.

                       An unlimited debenture in the Bank's standard form from
                       Regent Communications (UK) Ltd.

                       An unlimited all moneys guarantee in the Bank's standard
                       form from Regent Communications (UK) Ltd in respect of
                       Elements (UK) Ltd debts and liabilities to the Bank.

                       Subordination agreements in the Bank's standard form
                       signed covering all loans to the company from any of the
                       directors or from Unidigital Inc.

Financial Information

                       Whilst any of the overdraft facility and of the Other
                       facilities remain you should provide to the Bank copies
                       of :
                       (a)        your monthly management accounts, within four
                       weeks of period end;
                       (b)        Your audited annual accounts to be provided
                       within three months, of the year end.
                       (c)        The 10Qs filed by Unidigital Inc to be
                       provided within 60 days of the relevant quarter end.
                       (d)        A quarterly review of the debtor book by
                       International Factors Limited.
                       (e)        An aged summary of the debtor books of both
                       companies to be provided every two weeks.

Other Conditions
                       The figures so provided should demonstrate:

                       (i) Utilisation of the facility to be in line with
                       projections previously provided to the Bank.
                       (ii) The total utilisation under the overdraft facility
                       to be less than 70% of the joint good book debts of both
                       companies under 120 days - tested fortnightly.
                       (iii)  A minimum of 70% of the good book debts should be
                       less than 60 days old.





<PAGE>   4
                                      - 4 -



Period of Offer        Please confirm your acceptance of the overdraft facility
                       and of the other facilities offered by returning the
                       attached duplicate of this letter with the
                       acknowledgement signed in accordance with the Bank
                       Mandate currently held by the Bank.  If such
                       confirmation is not received by this office by 30
                       November 1996 the offer will lapse.

Yours faithfully,
For and on behalf of Lloyds Bank Plc.



MARTIN COOK
MANAGER.



We hereby acknowledge and accept the terms of your offer dated 24 October, 1996
of which this is a duplicate and agree all the terms and conditions therein
contained.

For and on behalf of Elements (UK) Ltd


Signed by ................................ (Name)
                                          
          ................................ (Signature)#
                                          
          ................................ (Date)

For and on behalf of Regent Communications (UK) Ltd


Signed by ................................ (Name)
                                          
          ................................ (Signature)#
                                          
          ................................ (Date)

#  TO BE SIGNED IN ACCORDANCE WITH THE ACCOUNT MANDATE HELD BY THE BANK.





<PAGE>   5
                                      - 5 -



SCHEDULE 1

The following additional facilities are available:

Elements (UK) Ltd



1.                     An open credit facility of pound sterling 2,000 to cover
                       arrangements to cash Elements (UK) Ltd cheques at
                       branches of the Bank other than 32 Oxford Street branch.
                       The limit detailed above is the maximum value of cheques
                       that may at any one time have been cashed but not yet
                       forwarded to the Bank's 32 Oxford Street branch for
                       payment.

2.                     A Pay Service facility of pound sterling 70,000 to cover
                       sterling payment instructions that may be delivered by
                       the Bank to BACS Limited on the basis of data provided
                       to the Bank by Elements (UK) Ltd from time to time
                       relating to wages and salaries due to Elements (UK) Ltd
                       employees. The limit detailed above is the maximum total
                       value of such payment instructions which the Bank is
                       obliged to deliver to BACS Limited during any one month.

Regent Communications (UK) Ltd

1.                     A Pay Service facility of pound sterling 70,000 to cover
                       sterling payment instructions that may be delivered by
                       the Bank to BACS Limited on the basis of data provided
                       to the Bank by Regent Communications (UK) Ltd from time
                       to time relating to wages and salaries due to Regent
                       Communications (UK) Ltd employees. The limit detailed
                       above is the maximum total value of such payment
                       instructions which the Bank is obliged to deliver to
                       BACS Limited during any one month.





<PAGE>   6
                                                  LLOYDS BANK PLC
                                                  LONDON & SOUTH EAST
                                                  5TH FLOOR
                                                  4/6 COPTHALL AVENUE
                                                  LONDON
                                                  EC2R 7DA

                                                  Telephone:  (0171) 797 2279
                                                  Fax:        (0171) 797 2282
The Directors
Regent Communications (UK) Ltd
48 Margaret Street
LONDON
W1N 7FD



Your Ref:                    Our Ref: SAM         23 April 1996

Dear Sirs,

OVERDRAFT FACILITY

We Lloyds Bank Plc (the "Bank") are pleased to offer to Regent Communications
(UK) Ltd an overdraft facility on your Account Number 1856096 on the following
terms and conditions.

Amount                 The maximum aggregate amount outstanding under the
                       facility at any one time shall not exceed pound sterling
                       50,000.

Availability           Any amounts from time to time owing under the facility
                       are repayable on demand but it is the Bank's present
                       intention to make the facility available until 30th
                       September, 1996 or such later date as may from time to
                       time be advised in writing by the Bank.  All moneys from
                       time to time owing to the Bank under this facility shall
                       be repaid no later than the agreed expiry date.  The
                       amounts owing at any time may include interest, costs or
                       charges debited to the account in accordance with the
                       terms of this letter.

Interest               Interest will be payable on amounts owing up to the
                       aforesaid limit at 2.5% per annum over the Bank's Base
                       Rate from time to time, (currently 8.5% per annum in
                       total).  If the account remains continually overdrawn
                       during any charging period the lowest cleared debit
                       balance will be treated as hardcore borrowing and
                       interest will be charged at 0.5% per annum above the
                       rate detailed above.

                       Interest will be payable on amounts owing in excess of
                       the agreed limit at Lloyds Bank Unauthorised Overdraft
                       Rate  (presently 2.0% per month, Equivalent Annual Rate
                       24.0%).
<PAGE>   7
                                     - 2 -

                       Interest will be debited to the account monthly in
                       arrears (normally on the 21st of  each month or on the
                       next working day) and additionally on the date upon
                       which the facility ceases to be available.

                       The interest rates may be varied (either up or down) by
                       the Bank at any time.  Notices of changes will be
                       displayed in all UK branches of the Bank and in the
                       Press.

Costs and Charges      Charges will be payable monthly on the account as
                       recently agreed, as follows:

                       55p per entry.

                       These charges will be debited to the account and may be
                       varied by the Bank at any time and notice of changes
                       will be advised to you.

                       An Arrangement fee of pound sterling 500 is payable.
                       This will be debited to the account in the next few
                       days.

Additional Facilities  In addition to the Overdraft Facility, we are pleased to
                       offer to the Borrower:

                       A Pay Service facility of pound sterling 30,000 to cover
                       sterling payment instructions that may be delivered by
                       the Bank to BACS Limited on the basis of data provided
                       to the Bank by the Company from time to time relating to
                       wages and salaries due to the Company's employees. The
                       limit detailed above is the maximum total value of such
                       payment instructions which the Bank is obliged to
                       deliver to BACS Limited during any one month.

                       These additional facilities will be available upon such
                       terms and conditions as shall from time to time be
                       required by the Bank and may be cancelled by the Bank at
                       any time, but it is the Bank's present intention to keep
                       these facilities in place for the period of availability
                       of the overdraft facility.  Your liability in respect of
                       any utilisation of these facilities may, however, extend
                       beyond such period of availability.


Security               It is a condition of the facility that amounts owing
                       shall be secured by the following:-

                       An unlimited debenture in the Bank's standard form from
                       Regent Communications (UK) Ltd.

                       An unlimited guarantee in the Bank's standard form from
                       Elements (UK) Ltd.



<PAGE>   8
                                     - 3 -

Accounts               It is a further condition of the facility that you
                       provide to the Bank copies of :
                       (a)        your monthly management accounts, within four
                       weeks of period end;
                       (b)        Your audited annual accounts to be provided
                       in draft form within four months, and in final form
                       within 10 months of year end.
                       (c)        An aged debtor list to be provided each
                       month.


Other conditions       We would expect utilisation of the facility to be in
                       line with the projections provided by the Company to the
                       Bank.


Period of Offer        Please confirm your acceptance of the facility offered
                       by returning the attached duplicate of this letter with
                       the acknowledgement signed in accordance with the Bank
                       Mandate currently held by the Bank.  If such
                       confirmation is not received by this office by 24th May
                       1996 the offer will lapse.


Yours faithfully,
For and on behalf of Lloyds Bank Plc.





MARTIN COOK
MANAGER.
<PAGE>   9
                                     - 4 -



We hereby acknowledge and accept the terms of your offer dated 23 April, 1996
of which this is a duplicate and agree all the terms and conditions therein
contained.

For and on behalf of Regent Communications (UK) Ltd


Signed by ................................ (Name)
                                          
          ................................ (Signature)#
                                          
                                          
                                          
          ................................ (Date)


#  TO BE SIGNED IN ACCORDANCE WITH THE ACCOUNT MANDATE HELD BY THE BANK.
<PAGE>   10
                                                       LLOYDS BANK PLC
                                                       LONDON & SOUTH EAST
                                                       5TH FLOOR
                                                       4/6 COPTHALL AVENUE
                                                       LONDON
                                                       EC2R 7DA

                                                       Telephone:(0171) 797 2279
                                                       Fax: (0171) 797 2282/2342
The Directors
Elements (UK) Ltd
48 Margaret Street
LONDON
W1N 7FD

Your Ref:                    Our Ref: SAM                 23 April 1996

Dear Sirs,

OVERDRAFT FACILITY

We Lloyds Bank Plc (the "Bank") are pleased to offer to Elements (UK) Ltd an
overdraft facility on your Account Number 0749660 on the following terms and
conditions.

Amount                 The maximum aggregate amount outstanding under the
                       facility at any one time shall not exceed pound sterling
                       400,000.

Availability           Any amounts from time to time owing under the facility
                       are repayable on demand but it is the Bank's present
                       intention to make the facility available until 31st
                       March, 1997 or such later date as may from time to time
                       be advised in writing by the Bank.  All moneys from time
                       to time owing to the Bank under this facility shall be
                       repaid no later than the agreed expiry date.  The
                       amounts owing at any time may include interest, costs or
                       charges debited to the account in accordance with the
                       terms of this letter.

Interest               Interest will be payable on amounts owing up to the
                       aforesaid limit at 2.5% per annum over the Bank's Base
                       Rate from time to time, (currently 8.5% per annum in
                       total).  If the account remains continually overdrawn
                       during any charging period the lowest cleared debit
                       balance will be treated as hardcore borrowing and
                       interest will be charged at 0.5% per annum above the
                       rate detailed above.

                       Interest will be payable on amounts owing in excess of
                       the agreed limit at Lloyds Bank Unauthorised Overdraft
                       Rate (presently 2.0% per month, Equivalent Annual Rate
                       24.0%).
<PAGE>   11
                       Interest will be debited to the account monthly in
                       arrears (normally on the 21st of each month or on the
                       next working day) and additionally on the date upon
                       which the facility ceases to be available.

                       The interest rates may be varied (either up or down) by
                       the Bank at any time.  Notices of changes will be
                       displayed in all UK branches of the Bank and in the
                       Press.

Costs and Charges      Charges will be payable monthly on the account as
                       recently agreed, as follows:

                       7.1p % on Turnover.

                       These charges will be debited to the account and may be
                       varied by the Bank at any time and notice of changes
                       will be advised to you.

                       An Arrangement fee of pound sterling 2,750 is payable.
                       This will be debited to the account upon return of the
                       facility letter.

                       All costs and expenses incurred by the Bank in creating
                       the security referred to below shall be debited to the
                       account under advice you.

Additional Facilities  In addition to the Overdraft Facility, we are pleased to
                       offer to the Borrower:

                       1.         An open credit facility of pound sterling
                       2,000 to cover arrangements to cash the Company's
                       cheques at branches of the Bank other than 32 Oxford
                       Street branch. The limit detailed above is the maximum
                       value of cheques that may at any one time have been
                       cashed but not yet forwarded to the Bank's 32 Oxford
                       Street Branch for payment.

                       2.         A Pay Service facility of pound sterling
                       50,000 to cover sterling payment instructions that may
                       be delivered by the Bank to BACS Limited on the basis of
                       data provided to the Bank by the Company from time to
                       time relating to wages and salaries due to the Company's
                       employees. The limit detailed above is the maximum total
                       value of such payment instructions which the Bank is
                       obliged to deliver to BACS Limited during any one month.

                       These additional facilities will be available upon such
                       terms and conditions as shall from time to time be
                       required by the Bank and may be cancelled by the Bank at
                       any time, but it is the Bank's
<PAGE>   12
                       present intention to keep these facilities in place for
                       the period of availability of the overdraft facility.
                       Your liability in respect of any utilisation of these
                       facilities may, however, extend beyond such period of
                       availability.


Security               It is a condition of the facility that amounts owing
                       shall be secured by the following:- 

                       A guarantee in the Bank's standard form from Unidigital
                       Inc for the principal amount of pound sterling 500,000
                       plus interest and other costs as detailed in the
                       guarantee.

                       An unlimited debenture in the Bank's standard form from
                       Elements (UK) Ltd. The company to maintain the aggregate
                       value of its good book debts, net of any inter-company
                       debt with Regent Communications (UK) Ltd, equal to the
                       Bank debt with a margin of 100%.

                       Keyman insurance policies on the lives of William Dye
                       and Anthony Manser in the sum of pound sterling 200,000
                       to be assigned to the Bank.

                       Subordination agreements in the Bank's standard form
                       signed covering all loans to the company from any of the
                       directors or from Unidigital Inc.

Accounts               It is a further condition of the facility that you
                       provide to the Bank copies of :
                       (a)         your monthly management accounts, within
                       four weeks of period end;
                       (b)         Your audited annual accounts to be provided
                       in draft form within four months, and in final form
                       within 10 months of year end.
                       (c)         An aged debtor summary detailing the total
                       debtor size less any inter company debt, together with a
                       breakdown of the ten largest debtors to be provided each
                       month.
                       (d)         The 10Qs filed by Unidigital Inc to be
                       provided within 60 days of the relevant quarter end.

Other conditions       (i) We would expect utilisation of the facility to be in
                       line with the projections provided by the Company to the
                       Bank.
                       (ii) Fresh projections to be satisfactory to the Bank,
                       to be provided to the bank prior to 31 August 1996.
                       (iii)  We require independent confirmation that the
                       floatation of Unidigital Inc has been successful.
<PAGE>   13
Period of Offer        Please confirm your acceptance of the facility offered
                       by returning the attached duplicate of this letter with
                       the acknowledgement signed in accordance with the Bank
                       Mandate currently held by the Bank.  If such
                       confirmation is not received by this office by 24th May
                       1996 the offer will lapse.


Yours faithfully,
For and on behalf of Lloyds Bank Plc.





MARTIN COOK
MANAGER.
<PAGE>   14

We hereby acknowledge and accept the terms of your offer dated 23 April, 1996
of which this is a duplicate and agree all the terms and conditions therein
contained.

For and on behalf of Elements (UK) Ltd


Signed by ................... (Name)
                             
         .................... (Signature)#
                             
                             
                             
         .................... (Date)


#  TO BE SIGNED IN ACCORDANCE WITH THE ACCOUNT MANDATE HELD BY THE BANK.