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

     WHEREAS,   Unidigital/Boris   Corporation   ("UBC")   heretofore   incurred
Indebtedness  in the  principal  amount  of  $1,725,000  in  connection  with an
Acquisition  Transaction  involving Boris Image Group,  Inc.  ("Boris") and such
Indebtedness (the "Boris Acquisition Indebtedness") is currently outstanding;

     WHEREAS,  the Company  proposes to acquire  through a  wholly-owned  United
Kingdom  subsidiary  (the  "New U.K.  Subsidiary"),  the  assets  of Libra  City
Corporate  Printing LTC, a United Kingdom  corporation,  for a purchase price of
approximately $2,600,000 (the "1997 U.K. Acquisition Transaction");

     WHEREAS,  in connection  with the 1997 U.K.  Acquisition  Transaction,  the
Company  proposes to borrow up to $4,000,000 ("the Bridge Loan") from a group of
investors to be evidenced by its  promissory  notes in the  aggregate  principal
amount of the Bridge Loan and to issue to such investors  warrants for shares of
the Company;

     WHEREAS,  the incurrence by the Company of Indebtedness  represented by the
Bridge Loan in the form as currently  proposed  would  constitute a violation or
violations of Section 6.01 of the Credit Agreement; and

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

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

     1. (a) Solely to the extent  necessary  to permit the  effectuation  of the
Transactions and subject to the terms and conditions  hereof,  the Lender hereby
waives the application of those  provisions of Section 6.01 that would otherwise
prohibit  the Company from  incurring  (and the  Borrowers  from  suffering  the
Company to incur) Indebtedness in the form of the Bridge Loan.

     (b)(l) The Borrowers and the Company agree that $1,400,000 principal amount
of the Bridge  Loan  shall,  by its  express  terms (as set forth in the form of
promissory  note of the Company annexed hereto as Exhibit A), be subordinated to
the claims of the Lender  against the Borrowers and the Company.  The Lender and
the Borrowers agree that such $1,400,000 of principal  amount of the Bridge Loan
shall to the  extent so  evidenced  by notes in the form of  Exhibit A hereto be
characterized  as  Approved   Subordinated  Debt  for  purposes  of  the  

<PAGE>

Credit Agreement. The Borrowers and the Company covenant and agree that, so long
as any of the Loans are  outstanding  and the Commitment has not yet terminated,
any  replacements  or  substitution  for any of such  promissory  notes shall be
issued by the  Company  in the same  form as  Exhibit  A and,  failing  issuance
(whether in replacement,  substitution or otherwise) in such form, the principal
so  evidenced by a note not in such form shall  thereupon  no longer  constitute
Approved  Subordinated  Indebtedness  and  the  existence  of  the  Indebtedness
represented  by such principal  shall  constitute a violation of Section 6.01 of
the Credit Agreement and, accordingly, an Event of Default thereunder.

     (2) The Borrowers, the Company and the Lender agree that the portion in the
principal amount  $2,600,000 of the Indebtedness  represented by the Bridge Loan
which the Company shall not evidence by promissory  notes in the form of Exhibit
A hereto  shall,  accordingly,  not be Approved  Subordinated  Debt,  but shall,
however,  be treated for purposes of the Credit Agreement as Indebtedness of the
Company  which is  subject to Section  6.01(c)  of the  Credit  Agreement.  With
respect to said Section 6.01(c), the Borrowers, the Company and the Lender agree
that such $2,600,000 of Bridge Loan and the Boris Acquisition Indebtedness shall
be treated as fully  exhausting  the  Indebtedness  ceiling of $3,000,000 of the
Borrowers  thereunder  for the current fiscal year of the Company and no further
Indebtedness  may be incurred  under Section  6.01(c) during such current fiscal
year.

     (c) The Lender waives the requirement that the New U.K. Subsidiary shall on
the date hereof be required to comply with Section 5.09 of the Credit Agreement;
provided, however, that the Borrowers shall cause it to comply with such Section
promptly  upon  notice  from  the  Lender,  which  Lender  may  give in its sole
discretion.

     2. The waivers herein  granted by the Lender shall be conditioned  upon and
shall not become effective unless and until:

          (i) The Company shall have  delivered to the Lender a  certificate  of
     the Chief  Financial  Officer of the  Company  certifying  that the form of
     promissory  note annexed  hereto as Exhibit A is the form of note issued by
     the Company to  purchasers  of  promissory  notes  representing  $1,400,000
     principal amount of the Bridge Loan;

          (ii) The Company shall have executed and delivered to the Lender:  (x)
     a  Pledge  Security  Agreement  in the  form of  Exhibit  B-1  hereto,  (y)
     financing  statements on Form UCC-1 in the form of Exhibit B-2 hereto,  and
     (z) shall have pledged, hypothecated and delivered to the Lender (under the
     Pledge  Security  Agreement),  free and clear of any Liens  (other than any
     Permitted  Encumbrances),  investment  grade  commercial paper owned by the
     Company (with any required  endorsements) having a fair market value on the
     date hereof not less than $350,000; and

          (iii) The Borrowers  shall have  delivered a certificate  of the Chief
     Financial  Officer of the Company required by Section 6.04(c) of the Credit
     Agreement with respect to the 1997 U.K. Acquisition Transaction.

                                     - 2 -
<PAGE>

          3. Section 1.01 of the Credit Agreement is hereby amended as follows:

          (i) A  definition  of  "Pledge  Security  Agreement"  is added to such
     Section 1.01, which shall read as follows:

                    "Pledge  Security   Agreement"  means  that  certain  Pledge
               Security  Agreement  dated as of July 1, 1997 made by the Company
               to the  Lender,  as it may be  supplemented,  amended or modified
               from time to time."

          (ii) The  definition  of  "Security  Documents"  as set  forth in such
     Section 1.01 is amended so that it shall read as follows:

                    "'Security  Documents'  means  (x)  each of the  agreements,
               instruments,  and  documents  referred  to in clauses (i) through
               (iii) of Section  4.01(a)  (including,  without  limitation,  any
               guarantee or security  agreement  hereafter made and given to the
               Lender as provided in Section 5.09),  and (y) the Pledge Security
               Agreement."

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

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

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

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

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

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


                                     - 3 -
<PAGE>

one of them is a party or by which any of their  assets  are  bound  (including,
without limitation,  any agreements,  instruments or other documents executed or
to be executed in connection with the Transactions) and that the same do not and
will not violate any applicable laws or regulations.

     10.  Without  limiting  or being  limited by Section  8.03(b) of the Credit
Agreement, the Borrowers,  jointly and severally,  indemnify the Lender and each
Related  Party of the Lender  (each such person  being  called an  "Indemnitee")
against,  and hold each  Indemnitee  harmless from, any and all losses,  claims,
damages,  liabilities  and related  expenses,  including  the fees,  charges and
disbursements of counsel for any Indemnitee, arising out of, in connection with,
or as a result of (i) the execution or delivery of this Waiver  Agreement or any
other Loan  Document  or any  agreement  or  instrument  contemplated  hereby or
thereby, or the performance by the parties hereto or thereto of their respective
obligations  hereunder or thereunder,  or the  consummation of the  transactions
contemplated  hereby  or  thereby,  or (ii) any  actual  or  prospective  claim,
litigation,  investigation  or  proceeding  relating  to any  of the  foregoing,
whether  based on contract,  tort or any other theory and  regardless of whether
any Indemnitee is a party thereto;  provided,  that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities  or  related  expenses  are  determined  by  a  court  of  competent
jurisdiction by any final and  nonappealable  judgment to have resulted from the
gross negligence or willful misconduct of such Indemnitee.



                                     - 4 -
<PAGE>

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

                                          THE CHASE MANHATTAN BANK

                                          By:/s/ Donald Furrer
                                          --------------------------
                                          Name:  Donald Furrer
                                          Title:  Vice President


                                          UNIDIGITAL ELEMENTS (NY), INC.

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


                                          UNIDIGITAL/CARDINAL CORPORATION

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


                                          UNIDIGITAL ELEMENTS (SF), INC.

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


                                          UNIDIGITAL/BORIS CORPORATION

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


                                          UNIDIGITAL INC.

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

                                     - 5 -