REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

     THIS REGISTRATION  RIGHTS AGREEMENT,  dated the 14th day of September 1999,
is by and among UNIDIGITAL INC., a Delaware corporation (the "Holding Company"),
MASSACHUSETTS  MUTUAL LIFE  INSURANCE  COMPANY  ("MMLIC"),  C.M. LIFE  INSURANCE
COMPANY  ("CMLIC"),   MASSMUTUAL   CORPORATE  INVESTORS   ("MMCI"),   MASSMUTUAL
PARTICIPATION  INVESTORS  ("MMPI"),  and  MASSMUTUAL  CORPORATE  VALUE  PARTNERS
LIMITED ("MMCVP") (MMLIC,  CMLIC, MMCI, MMPI and MMCVP are collectively referred
to herein as the  "MassMutual  Investors" and each as a "MassMutual  Investor").
Certain other terms are defined in section 1.

     The MassMutual Investors have agreed to acquire certain securities from the
Holding  Company  and  its  Subsidiaries  pursuant  to the  Securities  Purchase
Agreements.  In  consideration  of the  premises  and  other  good and  valuable
consideration,  the receipt and adequacy of which is hereby  acknowledged by the
parties hereto, and in order to induce the MassMutual Investors to purchase such
securities, the parties hereby agree as follows:

1.   Certain Definitions.  Capitalized  terms  used  in this  Agreement  without
     -------------------
definition  have the  respective  meanings  ascribed  hereto  in the  Securities
Purchase  Agreements.  In  addition,  the  following  terms  have the  following
respective meanings:

          "Indemnified Person" shall have the meaning specified in section 2.5.
           ----------- ------

          "qualification"  or  "compliance"  shall  mean  the  qualification  or
           -------------        ----------
     compliance of all Registrable Shares included in any registration  pursuant
     to section 2 under all applicable blue sky or other  applicable  securities
     laws.

          "register", "registered" and "registration" as used in section 2 refer
           --------    ----------       ------------
     to a registration effected by filing a registration statement in compliance
     with  the  Securities  Act  to  permit  the  sale  and  disposition  of the
     Registrable  Shares  and any  amendment  filed or  required  to be filed to
     permit any such disposition.

          "Registrable Shares" shall mean any Warrant Shares, except that, as to
           ----------- ------
     any particular Registrable Shares, such securities, once issued, will cease
     to be Registrable  Shares when (a) a registration  statement  covering such
                                     -
     securities  has been  declared  effective  and such  securities  have  been
     disposed of pursuant to an  effective  registration  statement  or (b) such
                                                                         -
     securities have been sold to the public


                                 Exhibit 4.3(c)
                                 --------------
<PAGE>

          without  registration  in  accordance  with  Rule 144 (or any  similar
          provisions  then in force) under the Securities Act. A Person shall be
          deemed a "holder" of Registrable Shares for purposes of this Agreement
          if such Person is the holder of a Warrant or Warrant Shares.

               "Registration   Expenses"  shall  mean  all  fees,  expenses  and
                ------------   --------
          disbursements related to any registration, qualification or compliance
          pursuant   to   section  2,   including,   without   limitation,   all
          registration,  filing,  rating  and  listing  fees,  blue sky fees and
          expenses,   printing  expenses,  fees  and  disbursements  of  counsel
          (including,  without  limitation,  the reasonable  fees,  expenses and
          disbursements  of  one  counsel  for  the  holder  or  holders  of the
          Registrable  Shares), and expenses of any special audits incidental to
          or required by any registration,  qualification or compliance,  except
          that  Registration   Expenses  shall  not  include  any  underwriters'
          discounts  or  commissions  attributable  to  any  Registrable  Shares
          registered and sold pursuant to any such registration.

               "Required  Institutional  Investors" shall mean, at any date, the
                --------  -------------  ---------
          holder or holders of at least  66-2/3% in interest of the  Registrable
          Shares then outstanding.

               "Securities   Purchase  Agreements"  shall  mean  the  Securities
                ----------   --------  ----------
          Purchase  Agreements  dated the date  hereof by and among the  Holding
          Company,  its  Subsidiaries  and  the  institutional  investors  named
          therein, as amended, modified or supplemented from time to time.

2.   Registration, etc.
     ------------------

     2.1. Registration on Request.
          -----------------------

          (a) If the Holding  Company  shall receive from one or more holders of
     Registrable  Shares a written  request or requests that the Holding Company
     effect any registration, qualification and/or compliance of any Registrable
     Shares held by (or  issuable  to) such holder or  holders,  specifying  the
     intended  method of offering,  sale and  distribution,  the Holding Company
     will:

               (i)  promptly give written notice  of the proposed  registration,
          qualification   and/or   compliance   to  each  other  holder  of  any
          Registrable Shares; and

               (ii)  as  soon  as   practicable,   effect   such   registration,
          qualification and/or compliance  (including,  without limitation,  the
          execution of an undertaking for post-effective amendments, appropriate
          qualification under applicable blue sky or other applicable securities
          laws and  appropriate  compliance  with exemptive  regulations  issued
          under  all  applicable


                                 Exhibit 4.3(c)
                                 --------------

                                      -2-
<PAGE>

          securities   laws  and  any   other   governmental   requirements   or
          regulations)  as may be so requested and as would permit or facilitate
          the sale and  distribution of such amount of Registrable  Shares as is
          specified in a written request or requests,  made within 30 days after
          receipt of such written notice from the Holding Company, by any holder
          or holders of any Registrable Shares.

          (b) The  obligations of the Holding  Company under this section 2.1 to
     effect any such registration,  qualification  and/or compliance are subject
     to the following qualifications:

               (i) the Holding  Company  shall only be  obligated  to effect one
          registration  pursuant to this section 2.1,  provided  that if for any
                                                       --------
          reason less than all of the Registrable  Shares for which registration
          has been  requested  may then be  registered,  then the holders of the
          Registrable Shares shall be entitled to an additional  registration of
          Registrable Shares pursuant to this section 2.1;

               (ii) the Holding  Company  shall not be  obligated  to effect any
          registration,  qualification or compliance  requested pursuant to this
          section 2.1 prior to August 31, 2000;

               (iii) the Holding  Company  shall not be  obligated to effect any
          registration or qualification  requested  pursuant to this section 2.1
          unless it shall have been  requested to do so by the holder or holders
          of at least 66-2/3% of the Registrable Shares at the time outstanding;

               (iv) the Holding  Company shall not include in any  registration,
          qualification or compliance requested pursuant to this section 2.1 any
          securities  other  than   Registrable   Shares   (including,   without
          limitation,  those  to be  issued  and sold by the  Holding  Company),
          without  the prior  written  consent of  holders of a majority  of the
          Registrable Shares to be included in such registration,  qualification
          or compliance;

               (v) the  Holding  Company  shall  pay all  Registration  Expenses
          related to any registration, qualification and compliance contemplated
          by this section 2.1; and

               (vi)  notwithstanding the foregoing provisions of this section 2,
          if  the  Holding  Company  shall  furnish  to  holders   requesting  a
          registration  statement  pursuant  to this  section  2, a  certificate
          signed by the  President  or Chief  Executive  Officer of the  Holding
          Company  stating  that,  in the good  faith  judgment  of the Board of
          Directors  of the  Holding  Company,  it would

                                 Exhibit 4.3(c)
                                 --------------

                                      -3-
<PAGE>


          be detrimental to the Holding  Company and its  stockholders  for such
          registration  statement  to be filed by reason of a  material  pending
          announcement or transaction or series of pending  transactions  and it
          is  therefore  necessary  to defer  the  filing  of such  registration
          statement,  the  Holding  Company  shall  have the right to defer such
          filing  for a period of not more than one  hundred  twenty  (120) days
          after  receipt  of the  request  of such  holders;  provided  that the
          Holding  Company may not utilize  this right (A) more than once in any
          twelve (12) month period or (B) more than twice.

     2.2. Incidental Registration.
          -----------------------

          (a) If the  Holding  Company  at any time or from  time to time  shall
     determine to effect the  registration,  qualification  and/or compliance of
     any of its equity securities (whether in connection with an offering by the
     Holding Company or others)  (otherwise than pursuant to a registration on a
     form  inappropriate for an underwritten  public offering or relating solely
     to securities to be issued in a merger,  acquisition of the stock or assets
     of another  entity or in a similar  transaction),  then, in each such case,
     the Holding Company will:

               (i) promptly  give written  notice of the proposed  registration,
          qualification  and/or  compliance  (which shall  include a list of the
          jurisdictions  in which the  Holding  Company  intends to  register or
          qualify  such  securities  under  the  applicable  blue  sky or  other
          securities laws) to each holder of any Registrable Shares; and

               (ii)  include  among the  securities  which it then  registers or
          qualifies all Registrable  Shares specified by any holder thereof in a
          written request or requests, made within 30 days after receipt of such
          written notice from the Holding Company.

          (b) The  obligations of the Holding Company under this section 2.2 are
     subject to the following qualifications:

               (i) the  Holding  Company  shall  pay all  Registration  Expenses
          related  to  any   registration,   qualification   and/or   compliance
          contemplated by this section 2.2; and

               (ii) if, in connection with any underwritten offering pursuant to
          this section 2.2, the managing  underwriter  shall impose a limitation
          on the number or kind of securities  which may be included in any such
          registration  for sale by any Person  other than the  Holding  Company
          because, in its reasonable  judgment,  such limitation is necessary to
          effect an orderly public distribution,  then the Holding Company shall
          be

                                 Exhibit 4.3(c)
                                 --------------

                                      -4-
<PAGE>

          obligated to include in such registration statement, only such limited
          portion of the Registrable Shares (which may be none) as is determined
          in good  faith  by such  managing  underwriter,  provided  that if any
                                                           --------
          securities  are being offered for the account of any Person other than
          the Holding  Company and the holders of the  Registrable  Shares,  the
          reduction  in the  number  of  Registrable  Shares  included  in  such
          registration or qualification shall not represent a greater percentage
          of  the  amount  of  Registrable  Shares  originally  requested  to be
          registered  and  sold  in  such  registration  than  the  lowest  such
          percentage reduction imposed upon any other Person.

     2.3. Rule 144 Reporting; S-3 Registration.
          ------------------------------------

          (a) With a view to making  available the benefits of certain rules and
     regulations of the Commission  which may at any time permit the sale of the
     Holding Company's capital stock to the public without registration,  at all
     times the Holding  Company  agrees to (i) make and keep public  information
                                            -
     available,  as those  terms are  understood  and defined in Rule 144 of the
     Commission under the Securities Act; (ii) use its best efforts to file with
                                           --
     the Commission in a timely manner all reports and other documents  required
     of the Holding  Company under the  Securities Act and the Exchange Act; and
     (iii)  furnish  to  each  holder  of any  Warrants  and/or  Warrant  Shares
      ---
     forthwith upon request a written statement by the Holding Company as to its
     compliance  with the  reporting  requirements  of such  Rule 144 and of the
     Securities  Act and the Exchange  Act, a copy of the most recent  annual or
     quarterly  report  of the  Holding  Company  and  such  other  reports  and
     documents so filed by the Holding Company as any such holder may reasonably
     request in  availing  itself of any rule or  regulation  of the  Commission
     allowing such holder to sell any securities without registration.

          (b) In addition to the rights  under  sections 2.1 and 2.2, so long as
     the Holding  Company is then eligible to file a  registration  statement on
     Form S-3 (or any successor  form) under the Securities  Act, then, upon the
     written  request by any holder or holders of any  Registrable  Shares,  the
     Holding Company shall use its best efforts to effect the  registration  (on
     such Form S-3 (or any successor form)), qualification and compliance of all
     of the  Registrable  Shares  of  the  holder  making  such  request.  If so
     requested  by any holder or  holders of  Registrable  Shares,  the  Holding
     Company shall take such steps as are required to register such  Registrable
     Shares for sale on a delayed or  continuous  basis under Rule 415 under the
     Securities Act and to keep such  registration  effective for such period as
     is necessary to permit the sale and distribution of the Registrable  Shares
     pursuant thereto. The Holding Company shall not be obligated to effect more
     than one  registration  pursuant  to this  section 2.3 during any period of
     twelve  consecutive  months,  nor  shall  it be  obligated  to  effect  any
     registration  requested  pursuant to this section 2.3 within 180 days after
     the effective date of any  registration in

                                 Exhibit 4.3(c)
                                 --------------

                                      -5-
<PAGE>

          which the holders of  Registrable  Shares shall have been permitted to
          fully participate under section 2.2. The Holding Company shall pay all
          Registration Expenses related to each such registration, qualification
          and compliance contemplated by this section 2.3.

          2.4.  Registration  Procedures.  In the  case  of  each  registration,
                ------------------------
     qualification and/or compliance contemplated by this section 2, the Holding
     Company will keep the holder or holders of  Registrable  Shares  advised in
     writing  as  to  the  initiation  of  proceedings  for  such  registration,
     qualification  and compliance and as to the  completion  thereof,  and will
     advise each such holder, upon request, of the progress of such proceedings.
     In  addition,  the  Holding  Company  will  follow  procedures  customarily
     observed  by  issuers  in public  offerings,  and  accord to the  holder or
     holders of Registrable  Shares all rights (including,  without  limitation,
     the right to perform appropriate "due diligence")  customarily  accorded to
     selling   stockholders   in   secondary   distributions   and  to  managing
     underwriters  if the  transaction  in  question  is or was an  underwritten
     public  offering.  At the expense of the Holding Company or of the party or
     parties  bearing  the  expenses  of such  registration,  qualification  and
     compliance,   the  Holding   Company  will  (a)  keep  such   registration,
                                                  -
     qualification and compliance current and effective by such action as may be
     necessary or  appropriate,  including,  without  limitation,  the filing of
     post-effective  amendments and supplements to any registration statement or
     prospectus,  for such  period (not to exceed 180 days) as is  necessary  to
     permit  the  sale  and  distribution  of the  Registrable  Shares  pursuant
     thereto,  (b) take all necessary  action under any  applicable  blue sky or
                -
     other  applicable  securities law to permit such sale and/or  distribution,
     all as requested by the holder or holders of  Registrable  Shares  included
     therein,  and  comply  with  applicable   requirements  of  all  regulatory
     entities,  provided  that the Holding  Company  shall not be required to so
     register or qualify the Registrable  Shares in any  jurisdiction if, solely
     as a result  thereof,  the Holding  Company  must  qualify  generally to do
     business  therein or consent to  general  service of process  therein,  (c)
                                                                              -
     furnish each holder of Registrable  Shares included  therein such number of
     registration statements,  prospectuses,  supplements,  amendments, offering
     circulars and other documents  incidental  thereto as such holder from time
     to time may reasonably  request,  (d) list all  Registrable  Shares on each
                                        -
     securities  exchange on which  securities of the same class are then listed
     and (e) furnish (or cause to be  furnished)  to each holder of  Registrable
          -
     Shares, all undertakings,  agreements,  certificates,  opinions,  financial
     statements  and  "comfort  letters"  of the sort  customarily  provided  to
     selling  stockholders  in  secondary  distributions  and  to  the  managing
     underwriters,  if the  transaction  in question is or were an  underwritten
     public offering. In connection with each registration, qualification and/or
     compliance  contemplated  by this  section 2, the  sellers  of  Registrable
     Shares shall furnish to the Holding Company such  information  with respect
     to  themselves  and the  proposed  distribution  by them as is necessary to
     assure compliance with federal and applicable state securities laws.

          2.5. Indemnification.
               ---------------

                                 Exhibit 4.3(c)
                                 --------------

                                      -6-
<PAGE>

               (a) The Holding Company will indemnify,  defend and hold harmless
          each  holder  of  Registrable  Shares  included  in any  registration,
          qualification  and/or  compliance  contemplated  by this section 2 and
          each  underwriter  of such  securities,  and each Person,  if any, who
          controls  each such  holder  and  underwriter  within  the  meaning of
          applicable securities laws, and their respective directors,  officers,
          employees,  agents,  advisors and Affiliates  (each,  an  "Indemnified
          Person"),  to the fullest  extent  enforceable  under  applicable  law
          against all claims,  losses,  damages and  liabilities  (or actions in
          respect  thereof)  arising out of or based on any untrue statement (or
          alleged  untrue  statement)  of  a  material  fact  contained  in  any
          registration statement,  prospectus,  supplement,  amendment, offering
          circular or other document related to any registration,  qualification
          or compliance or any omission (or alleged omission) to state therein a
          material fact  required to be stated  therein or necessary to make the
          statements  therein  not  misleading,  or any  violation  (or  alleged
          violation) of applicable  securities  laws in connection with any such
          registration,  qualification  or  compliance,  and will reimburse each
          such Indemnified Person for any legal or any other expenses reasonably
          incurred in connection with  investigating  and/or  defending  (and/or
          preparing for any  investigation or defense of) any such claim,  loss,
          damage,  liability,  action or  violation;  provided  that the Holding
                                                      --------
          Company  will not be liable  in any such case to any such  Indemnified
          Person if, but only to the extent that, any such claim,  loss, damage,
          liability, action, violation or expense is finally determined to arise
          out of or result from any untrue statement in or omission from written
          information  furnished to the Holding  Company by an  instrument  duly
          executed by such Indemnified  Person and stated to be specifically for
          use therein.

               (b) Each holder of Registrable Shares will, if securities held by
          such  holder  are  included  in  a  registration,   qualification   or
          compliance effected pursuant to this section 2, indemnify,  defend and
          hold harmless the Holding Company,  each of its directors and officers
          who signs the related registration statement, each underwriter of such
          securities and each Person,  if any, who controls the Holding  Company
          or such underwriter within the meaning of applicable  securities laws,
          and their respective directors,  officers, employees, agents, advisors
          and Affiliates, to the fullest extent enforceable under applicable law
          against all claims,  losses,  damages and  liabilities  (or actions in
          respect  thereof)  arising out of or based on any untrue statement (or
          alleged  untrue  statement) of a material  fact  contained in any such
          registration statement,  prospectus,  supplement,  amendment, offering
          circular  or  other  document   related  to  any  such   registration,
          qualification  or compliance or any omission (or alleged  omission) to
          state  therein  a  material  fact  required  to be stated  therein  or
          necessary  to make the  statements  therein not  misleading,  and will
          reimburse the Holding Company and such directors,  officers or Persons
          for any legal or any other expenses  reasonably incurred in connection
          with   investigating   or   defending   (and/or   preparing   for  any
          investigation or defense of) any such claim, loss,  damage,  liability
          or action,  in each case to the extent,  but

                                 Exhibit 4.3(c)
                                 --------------

                                      -7-
<PAGE>

          only to the extent,  that such  untrue  statement  (or alleged  untrue
          statement)  or omission (or alleged  omission) was made in (or omitted
          from) such registration statement, prospectus,  supplement, amendment,
          offering circular or other document in reliance upon and in conformity
          with  written  information  furnished  to the  Holding  Company  by an
          instrument  duly executed by such holder and stated to be specifically
          for use therein;  provided  that the  aggregate  liability of any such
                            --------
          holder  under this  section  2.5 (and  otherwise  in  connection  with
          indemnification  and/or  contribution   obligations  related  to  such
          registration, qualification or compliance) shall be limited to the net
          sales  proceeds  actually  received  by such holder as a result of the
          sale  by it of  securities  in  such  registration,  qualification  or
          compliance.

               (c) Promptly  after  receipt by an  indemnified  party under this
          section  2.5  of  notice  of the  commencement  of  any  action,  such
          indemnified  party shall,  if a claim in respect thereof is to be made
          against the  indemnifying  party under this  section  2.5,  notify the
          indemnifying  party in writing thereof,  but the omission so to notify
          the indemnifying  party shall not relieve the indemnifying  party from
          any liability  which it may have to such  indemnified  party except to
          the extent  the  indemnifying  party is  actually  prejudiced  by such
          omission.  In case  any  such  action  shall be  brought  against  any
          indemnified   party  and  such  indemnified  party  shall  notify  the
          indemnifying party of the commencement thereof, the indemnifying party
          shall be entitled to  participate in and, to the extent it shall wish,
          to assume and  undertake the defense  thereof with counsel  reasonably
          satisfactory  to such  indemnified  party,  and, after notice from the
          indemnifying  party to such  indemnified  party of its  election so to
          assume and undertake the defense thereof, the indemnifying party shall
          not be liable to such indemnified party under this section 2.5 for any
          legal  expenses  subsequently  incurred by such  indemnified  party in
          connection  with the defense  thereof other than  reasonable  costs of
          investigation   and  of  liaison  with  counsel  so  selected  by  the
          indemnifying  party;  provided  that,  if the  defendants  in any such
                                --------
          action include both the indemnified  party and the indemnifying  party
          and the indemnified  party shall have reasonably  concluded that there
          may be reasonable  defenses available to it that are different from or
          additional  to those  available  to the  indemnifying  party or if the
          interests  of  the  indemnified  party  reasonably  may be  deemed  to
          conflict  with  the  interests  of the  indemnifying  party,  then the
          indemnified  party shall have the right to select separate counsel and
          to assume such legal  defenses  and  otherwise to  participate  in the
          defense of such action,  with the reasonable expenses and fees of such
          separate counsel and other expenses  related to such  participation to
          be reimbursed by the indemnifying party as incurred.

               (d) To  provide  for just  and  equitable  contribution  to joint
          liability  under  the  Securities  Act in any  case  in  which  (i) an
                                                                           -
          indemnified party makes a claim for  indemnification  pursuant to this
          section 2.5 but it is judicially  determined  (by the

                                 Exhibit 4.3(c)
                                 --------------

                                      -8-
<PAGE>

          entry  of  a  final  judgment  or  decree  by  a  court  of  competent
          jurisdiction and the expiration of time to appeal or the denial of the
          last right of appeal) that such indemnification may not be enforced in
          such case  notwithstanding the fact that this section 2.5 provides for
          indemnification   in  such  case,  or  (ii)  contribution   under  the
                                                  --
          Securities Act may be required on the part of the Holding Company, any
          selling holder of Registrable  Shares, any director and officer of the
          Holding  Company who signs any related  registration  statement or any
          controlling person (within the meaning of applicable  securities laws)
          of  any  of  the  foregoing   Persons  in   circumstances   for  which
          indemnification  is provided under this section 2.5; then, and in each
          such case, the Holding  Company and such selling holder of Registrable
          Shares will  contribute to the aggregate  losses,  claims,  damages or
          liabilities  to which they may be  subject  (after  contribution  from
          others) as is appropriate to reflect the relative fault of the Holding
          Company and such holder of Registrable  Shares in connection  with the
          statements or omissions which resulted in such losses, claims, damages
          or  liabilities,  as  well as the  relative  benefit  received  by the
          Holding  Company and such holder of Registrable  Shares as a result of
          the  offering  in  question,  it being  understood  that  the  parties
          acknowledge  that the overriding  equitable  consideration to be given
          effect in connection  with this  provision is the ability of one party
          or the other to correct the  statement or omission  which  resulted in
          such losses, claims, damages or liabilities,  and that it would not be
          just  and  equitable  if  contribution  pursuant  thereto  were  to be
          determined  by any  method  of  allocation  which  does not take  into
          consideration the foregoing  equitable  considerations;  provided that
                                                                   --------
          (x) in any such case no Person guilty of fraudulent  misrepresentation
           -
          (within the meaning of Section  11(f) of the  Securities  Act) will be
          entitled  to  contribution  from any person who was not guilty of such
          fraudulent misrepresentation,  and (y) in no event shall any holder of
                                              -
          Registrable  Shares be obligated to make any contribution in excess of
          the amount specified in section 2.5(b).

          2.6. Restrictions on Other  Agreements.  The Holding Company will  not
               ---------------------------------
     grant any right relating to the  registration,  qualification or compliance
     of  its  securities  if  the  exercise   thereof   interferes  with  or  is
     inconsistent  with or will  delay  (or  could  reasonably  be  expected  to
     interfere with or be inconsistent with or delay) the exercise and enjoyment
     of any of the rights  granted  under this  section 2,  without  the written
     consent of the Required Institutional Investors, which consent may be given
     or withheld in the sole discretion of such holders, and the Holding Company
     has not  heretofore  granted any such right.  The Holding  Company will not
     permit any of its  Subsidiaries  to effect,  or to grant any right relating
     to, the registration of its securities.

3.   Notices. All  communications  provided for herein shall be  in writing  and
     -------
sent (a) by  telecopy if the sender on the same day sends a  confirming  copy of
      -
such communication by a recognized overnight delivery service (charges prepaid),
(b) by a recognized  overnight  delivery  service (charges  prepaid),  or (c) by
 -                                                                         -
messenger.  The

                                 Exhibit 4.3(c)
                                 --------------

                                      -9-
<PAGE>

respective  addresses of the parties  hereto for the purposes of this  Agreement
are set forth on the signature pages or Exhibit A attached hereto. Any party may
                                        ---------
change its address (or telecopy  number) by notice to each of the other  parties
in accordance with this section 3. Communications  under this Agreement shall be
deemed given only when actually received.

4.   Binding Agreement.  This  Agreement shall be binding  on and shall inure to
     -----------------
the benefit of each of the parties  hereto and their  respective  successors and
assigns.

5.   Amendments  and  Waivers.  This  Agreement  may  not  be amended,  nor  may
     ------------------------
compliance  with the terms  hereof  be  waived,  except by a written  instrument
signed by the  Holding  Company and the  Required  Institutional  Investors.  No
course  of  dealing  between  any  parties  hereto  and no delay by any party in
exercising its rights  hereunder  shall operate as a waiver of any rights of any
party. No waiver shall be deemed to be made by any party of its rights hereunder
unless  the same shall be in writing  signed on behalf of such  party,  and each
waiver,  if any,  shall be a waiver only with respect to the  specific  instance
involved and shall in no way impair the rights or obligations of any other party
in any other respect at any other time.

6.   Specific Performance. The parties hereto stipulate that the remedies at law
     --------------------
of any party  hereto in the event of any  default or  threatened  default by any
other party hereto in the performance of or compliance with the terms hereof are
not and will not be adequate and that, to the fullest  extent  permitted by law,
such terms may be specifically enforced by a decree for the specific performance
thereof, whether by an injunction against violation thereof or otherwise.

7.   Governing  Law;  Jurisdiction;  Waiver  of  Jury   Trial.  This  Agreement,
     --------------------------------------------------------
including  the  validity  hereof and the rights and  obligations  of the parties
hereunder,  and all  amendments  and  supplements  hereof  and all  waivers  and
consents  hereunder,  shall be construed in accordance  with and governed by the
domestic  substantive laws of the State of New York without giving effect to any
choice  of law or  conflicts  of law  provision  or rule  that  would  cause the
application of the domestic substantive laws of any other jurisdiction.  Each of
the parties hereto, to the extent that it may lawfully do so, hereby consents to
service of process, and to be sued, in the State of New York and consents to the
jurisdiction  of the  courts  of the  State of New York  and the  United  States
District  Court  for  the  Southern  District  of New  York,  as  well as to the
jurisdiction of all courts to which an appeal may be taken from such courts, for
the purpose of any suit,  action or other  proceeding  arising out of any of its
obligations  hereunder or with respect to the transactions  contemplated hereby,
and expressly  waives any and all objections it may have as to venue in any such
courts.  Each of the parties  hereto further agrees that a summons and complaint
commencing  an action or  proceeding  in any of such  courts  shall be  properly
served  and  shall  confer  personal  jurisdiction  if served  personally  or by
certified  mail to it at its address  referred  to in section 3 or as  otherwise
provided under

                                 Exhibit 4.3(c)
                                 --------------

                                      -10-
<PAGE>

the laws of the State of New York.  Notwithstanding  the foregoing,  each of the
parties  hereto agrees that nothing  contained in this section 7 shall  preclude
the institution of any such suit, action or other proceeding in any jurisdiction
other than the State of New York. EACH OF THE PARTIES HERETO  IRREVOCABLY WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING  INSTITUTED
BY OR AGAINST IT IN RESPECT OF ITS  OBLIGATIONS  HEREUNDER  OR THE  TRANSACTIONS
CONTEMPLATED HEREBY.

8.   Miscellaneous. The headings in this Agreement are for purposes of reference
     -------------
only and shall not limit or otherwise affect the meaning hereof.  This Agreement
embodies  the  entire  agreement  and  understanding  among the  parties  hereto
relating to the subject matter hereof and  supersedes  all prior  agreements and
understandings  relating to the subject matter hereof.  Each covenant  contained
herein shall be construed (absent an express provision to the contrary) as being
independent of each other covenant contained herein, so that compliance with any
one covenant shall not (absent such an express contrary  provision) be deemed to
excuse  compliance with any other  covenant.  If any provision in this Agreement
refers to any action taken or to be taken by any Person, or which such Person is
prohibited from taking, such provision shall be applicable,  whether such action
is taken  directly or indirectly  by such Person.  In case any provision in this
Agreement shall be invalid, illegal or unenforceable, the validity, legality and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired  thereby.  This Agreement may be executed in any number of counterparts
and by the  parties  hereto  or  thereto,  as  the  case  may  be,  on  separate
counterparts but all such counterparts shall together constitute but one and the
same instrument.

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             -------------------------------------------------------







                                 Exhibit 4.3(c)
                                 --------------

                                      -11-
<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement under
seal as of the date first above written.


                                         UNIDIGITAL INC.



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


                                         MASSACHUSETTS MUTUAL LIFE
                                          INSURANCE COMPANY



                                         By: /s/ Richard C. Morrison
                                            ------------------------------------
                                                 Managing Director       (Title)


                                         C.M. LIFE INSURANCE COMPANY



                                         By: /s/ Richard C. Morrison
                                            ------------------------------------
                                                 Investment Officer      (Title)


                                         MASSMUTUAL CORPORATE
                                          INVESTORS



                                         By: /s/ Richard C. Morrison
                                            ------------------------------------
                                                 Vice President          (Title)

                                         The foregoing is executed on behalf of
                                         MassMutual Corporate Investors,
                                         organized under a Declaration of Trust,
                                         dated September 13, 1985, as amended
                                         from time to time. The obligations of
                                         such Trust are not personally binding
                                         upon, nor shall resort be had to the
                                         property of, any of the Trustees,

                                 Exhibit 4.3(c)
                                 --------------

                                      -12-
<PAGE>

                                         shareholders, officers, employees or
                                         agents of such Trust, but the Trust's
                                         property only shall be bound.


                                         MASSMUTUAL PARTICIPATION
                                          INVESTORS



                                         By: /s/ Richard C. Morrison
                                            ------------------------------------
                                                 Vice President          (Title)

                                         The foregoing is executed on behalf of
                                         MassMutual Participation Investors,
                                         organized under a Declaration of Trust,
                                         dated April 7, 1988, as amended from
                                         time to time.  The obligations of such
                                         Trust are not personally binding upon,
                                         nor shall resort be had to the property
                                         of, any of the Trustees, shareholders,
                                         officers, employees or agents of such
                                         Trust, but the Trust's property only
                                         shall be bound.


                                         MASSMUTUAL CORPORATE VALUE
                                          PARTNERS LIMITED

                                         By Massachusetts Mutual Life Insurance
                                            Company, as Investment Manager



                                            By: /s/ Richard C. Morrison
                                               ---------------------------------
                                                    Managing Director    (Title)


                                 Exhibit 4.3(c)
                                 --------------


                                      -13-
<PAGE>


                                                                       Exhibit A
                                                                       ---------


                              Addresses for Notices
                              ---------------------


To any of the MassMutual Investors:     In accordance with the notice provisions
                                        set forth in the Securities Purchase
                                        Agreements

To the Holding Company:                 In accordance with the notice provisions
                                        set forth in the Securities Purchase
                                        Agreements





                                 Exhibit 4.3(c)
                                 --------------

                                      -14-