Exhibit 1(a)
                                                                    ------------


THE  PAYMENT  OF THIS  NOTE  AND THE  RIGHTS  OF THE  HOLDER  OF THIS  NOTE  ARE
SUBORDINATED TO THE PAYMENT OF SUPERIOR INDEBTEDNESS (AS DEFINED HEREIN) AND THE
RIGHTS OF THE HOLDERS OF SUPERIOR  INDEBTEDNESS  UPON THE TERMS OF SUBORDINATION
SET FORTH HEREIN.

                                 UNIDIGITAL INC.
                            LINOGRAPHICS CORPORATION
                              ELEMENTS (UK) LIMITED
                         UNIDIGITAL ELEMENTS (SF), INC.
                                UNISON (NY), INC.
                                UNISON (MA), INC.
                                 MEGA ART CORP.
                       SUPERGRAPHICS HOLDING COMPANY, INC.
                            SUPERGRAPHICS CORPORATION
                              REGENT GROUP LIMITED
                           INTERFACE GRAPHICS LIMITED


               14% Senior Subordinated Note due September 14, 2006

No. R-
$
 --------------                                           -------- --, ----



     UNIDIGITAL   INC.,   LINOGRAPHICS   CORPORATION,   ELEMENTS  (UK)  LIMITED,
UNIDIGITAL  ELEMENTS (SF), INC.,  UNISON (NY), INC., UNISON (MA), INC., MEGA ART
CORP.,  SUPERGRAPHICS HOLDING COMPANY, INC., SUPERGRAPHICS  CORPORATION,  REGENT
GROUP LIMITED,  and INTERFACE GRAPHICS LIMITED  (collectively,  the "Companies";
each, a "Company"),  for value received, hereby jointly and severally promise to
pay                         to, or  registered  assigns,  the  principal  amount
    -----------------------
of            DOLLARS ($ ) on September 14, 2006, with interest (computed on the
   ----------
basis of a 360-day year of twelve 30-day  months) on the unpaid  balance of such
principal  amount at the rate of 14% per annum,  from the date  hereof,  payable
semi-annually on the last day of each February and August after the date hereof,
commencing on [February 29, 2000/ the first such date next  succeeding  the date
               -----------------------------------------------------------------
hereof],  until the principal  hereof shall have become due and payable (whether
------
at maturity or at a date fixed for  prepayment or by  declaration or otherwise),
and with interest on any overdue principal  (including any overdue prepayment of
principal) and (to the extent permitted by applicable law) premium,  if any, and
(to the

                                  Exhibit 1(a)
                                  ------------
<PAGE>

extent permitted by applicable law) on any overdue  installment of interest,  at
the rate of 16% per annum until paid, payable  semi-annually as aforesaid or, at
the option of the holder hereof,  on demand and, upon acceleration of this Note,
together  with  the  premium,  if  any,  specified  in the  Securities  Purchase
Agreements  hereinafter referred to, as liquidated damages and not as a penalty;
provided that in no event shall the amount payable by any Company as interest on
--------
this Note exceed the highest  lawful rate  permissible  under any law applicable
hereto.  Payments of principal,  premium,  if any, and interest  hereon shall be
made in lawful  money of the  United  States of America by the method and at the
address  for  such  purpose  specified  in the  Securities  Purchase  Agreements
hereinafter  referred to, and such payments shall be overdue for purposes hereof
if not made on the originally scheduled date of payment therefor, without giving
effect to any applicable grace period and notwithstanding  that such payment may
be prohibited under the terms of subordination applicable hereto.

     As further provided herein,  the Companies may, at their option,  defer the
payment of a portion of the interest due on this Note on any regularly scheduled
interest payment date until maturity (whether by declaration,  acceleration,  or
otherwise)  and such amount shall be deemed to be added to the principal  amount
of this  Note,  and all  references  herein  (or in any of the  other  Operative
Documents (as defined in the Securities  Purchase  Agreements)) to the principal
amount of this  Note  shall be  deemed,  unless  the  context  clearly  requires
otherwise, to include the amount of such interest.

     This  Note is one of the  Companies'  14%  Senior  Subordinated  Notes  due
September 14, 2006,  limited to $20,000,000  (subject to  adjustment)  aggregate
principal  amount,   issued  pursuant  to  those  certain  Securities   Purchase
Agreements dated September 14, 1999 (such agreements,  as amended,  modified and
supplemented from time to time, the "Securities Purchase  Agreements") among the
Companies and the institutional  investors named therein,  and the holder hereof
is entitled to the benefits of the Securities  Purchase Agreements and the other
Operative  Documents referred to in the Securities  Purchase  Agreements and may
enforce the agreement  contained  therein and exercise the remedies provided for
thereby or otherwise  available in respect  thereof,  all in accordance with the
terms thereof.

     This Note is subject to  prepayment  only as  specified  in the  Securities
Purchase Agreements (subject to the provisions of Section 2 hereof).

     Capitalized terms used herein without definition have the meanings ascribed
to them in the Securities Purchase Agreements.


                                  Exhibit 1(a)
                                  ------------

                                      -2-
<PAGE>

1.   Provisions Concerning Deferred Interest.
     ----------------------------------------

     1.1.  Option of the  Companies to  Capitalize  a Portion of  Interest.  The
           ----------------------------------------------------------------
Companies may, at their option (upon notice as provided in section 1.2), in lieu
of paying cash,  defer the payment of up to 2/14th (or  14.28571%) of the amount
of  interest  which is due and payable on this Note on any  regularly  scheduled
interest  payment date (the  portion of interest  that is not so paid in cash on
any regularly  scheduled interest payment date being hereinafter  referred to as
the "Deferred Interest") until maturity (whether by declaration, acceleration or
otherwise).  Such  Deferred  Interest  shall be  deemed  to be  included  in the
principal amount of this Note, as of such regularly  scheduled  interest payment
date  (any  such  date on and as of which  the  interest  is  deferred  shall be
referred to as an "Adjustment  Date"),  provided that (a) the Companies exercise
                                        --------       -
such option  proportionately  with respect to all of the Notes then  outstanding
and (b) on such regularly  scheduled interest payment date, the Companies pay in
     -
cash in full all interest (other than interest that is deferred pursuant to this
section  1) which  is due and  payable  on such  date on all of the  Notes  then
outstanding.  If the  Companies  shall,  in  accordance  with the  terms of this
section 1, exercise such option,  then, from and after each Adjustment Date, the
Deferred Interest shall be treated as if it were part of the principal amount of
each Note.

     1.2.  Notice from the Companies.  To exercise the option under section 1.1,
           --------------------------
the Companies  shall deliver to each holder of any Note not less than 10 or more
than 30 days prior to an Adjustment Date, an Officer's  Certificate  which shall
specify:

          (a) the applicable Adjustment Date;

          (b) (i) the portion of the  interest  which is due and payable on such
               -
     Adjustment Date on the Notes to be treated as Deferred  Interest,  (ii) the
                                                                         --
     aggregate  amount of Deferred  Interest to be treated as of such Adjustment
     Date as part of the  principal  amount of the Notes  then  outstanding  and
     (iii) the amount of Deferred  Interest to be treated as of such  Adjustment
      ---
     Date as if it were part of the  principal  amount of each Note then held by
     such holder;

          (c)  the  aggregate  amount  of  interest  to be  paid in cash on such
     Adjustment  Date on all of the Notes  then  outstanding  and the  amount of
     interest to be paid in cash on such  Adjustment  Date with  respect to each
     Note then held by such holder;

          (d) the aggregate  principal amount and deferred interest of the Notes
     then  outstanding  and the principal  amount and deferred  interest of each
     Note then held by such  holder,  in each case both before and after  giving
     effect to the adjustments to be made as of such Adjustment Date;

                                  Exhibit 1(a)
                                  ------------

                                      -3-
<PAGE>

          (e) the aggregate  amount of each  interest  payment to be made on and
     after such  Adjustment  Date on all of the Notes then  outstanding (if paid
     entirely in cash) and the amount of each such interest payment on each Note
     then held by such holder; and

          (f) in reasonable  detail,  all  computations  made in determining the
     foregoing.

In the absence of manifest error,  the  computations set forth in such Officer's
Certificate  shall be deemed final binding and conclusive upon the Companies and
the holders of the Notes, unless, in any case, the Required Holders of the Notes
shall notify the Companies in writing of their objection (in reasonable  detail)
to any  portion of such  Officer's  Certificate  within 30 days of the date upon
which such Officer's  Certificate  was furnished to the holders of the Notes. In
such event,  the  Companies  shall,  at their  expense,  within 15 Business Days
following the receipt of any such notice from the Required Holders of the Notes,
deliver  to  the  holders  of the  Notes  a  certificate  signed  by a  firm  of
independent  certified public accountants of recognized national standing (which
may be the  regular  auditors of the  Companies),  setting  forth in  reasonable
detail any adjustments which, in the opinion of such accountants, should be made
to the amounts set forth in such Officer's Certificate in order for such amounts
to be correct and  consistent  with the terms hereof and of the other  Operative
Documents and, in reasonable  detail,  all computations  made in determining any
such  adjustments.  The  certificate  of any such firm of  accountants  shall be
conclusive evidence of the correctness of such amounts under this section 1.2.

     1.3  Limitations  on the Option of the  Companies to  Capitalize  Interest.
          ----------------------------------------------------------------------
Notwithstanding  anything  to the  contrary  contained  in this  section  1, the
Companies may not defer any interest  pursuant to the provisions of this section
1 on any  Adjustment  Date if on such  Adjustment  Date any  Default or Event of
Default shall have occurred and be continuing.

2.   Subordination of Subordinated Indebtedness. The payment of the Subordinated
     ------------------------------------------
Indebtedness  and the rights of the  holders  thereof  are  subordinated  to the
payment of the Superior  Indebtedness  and the rights of the holders  thereof to
the extent specified in this section 2.

     2.1.  Certain  Definitions.  As used in this section 2, the following terms
           --------------------
have the following respective meanings:

          "Bankruptcy  Code" shall mean 11 U.S.C.  ss. 101 et seq., as from time
           ----------  ----                                -- ---
     to time hereafter amended, and any successor or similar statute.

                                  Exhibit 1(a)
                                  ------------

                                      -4-
<PAGE>

          "Blockage  Period" shall mean a Payment Default Blockage Period and/or
           --------  ------
     a Covenant Default Blockage Period.

          "Covenant  Default" and "Covenant  Default Blockage Period" shall have
           --------  -------       --------  ------- -------- ------
     the respective meanings specified in section 2.4.

          "Enforcement Notice" shall have the meaning specified in section 2.11.
           ----------- ------

          "Liquidation Payment" shall have the meaning specified in section 2.3.
           ----------- -------

          "Payment  Blockage Notice" shall have the meaning specified in section
           -------  -------- ------
     2.4.

          "Payment Default" and "Payment Default Blockage Period" shall have the
           ------- -------       ------- ------- -------- ------
     respective meanings specified in section 2.4.

          "Permissible  Securities"  shall  mean  (a) any  debt  securities  the
           -----------  ----------                 -
     payment of which is  subordinated,  at least to the extent provided in this
     section 2 with respect to the Subordinated Indebtedness,  to the payment of
     all Superior Indebtedness at the time outstanding and all securities issued
     in exchange therefor and (b) any Shares of any Company.
                               -

          "Subordinated  Indebtedness"  shall mean the  principal  amount of the
           ------------  ------------
     Debt for borrowed money evidenced by the Subordinated Notes,  together with
     any interest (including any interest accruing after the commencement of any
     action or proceeding under any bankruptcy, insolvency or other similar law,
     and any interest  that would have accrued but for the  commencement  of any
     such  proceeding,  whether  or not  any  such  interest  is  allowed  as an
     enforceable claim in such  proceeding),  premium,  if any, fee,  collection
     expense or other amount due thereon or payable with respect  thereto or due
     or  payable  in  connection  with  any of the  other  Operative  Documents,
     including,  without  limitation,  as  further  provided  in the  Securities
     Purchase  Agreements,  any amount  payable by any Company in respect of any
     Warrants  or  Warrant  Shares  pursuant  to  Section  12 of the  Securities
     Purchase Agreements or otherwise.

          "Subordinated Notes" shall mean the Companies' 14% Senior Subordinated
           ------------ -----
     Notes due  September  14, 2006,  as amended or modified  from time to time,
     together with any notes issued in exchange therefor or replacement thereof,
     of which this Note is one.

          "Superior Indebtedness" shall mean the principal amount of any Debt of
           -------- ------------
     the  Companies for borrowed  money now  outstanding  or hereafter  created,
     incurred, assumed or guaranteed,  together with any interest (including any
     interest

                                  Exhibit 1(a)
                                  ------------

                                      -5-
<PAGE>

     accruing  after the  commencement  of any  action or  proceeding  under any
     bankruptcy,  insolvency  or other  similar law, and any interest that would
     have accrued but for the  commencement of any such  proceeding,  whether or
     not  any  such  interest  is  allowed  as  an  enforceable  claim  in  such
     proceeding),  premium,  if any, fee and  collection  expense due thereon or
     payable with respect thereto,  provided that (a) such  indebtedness (i) was
                                    --------       -                      -
     incurred in compliance with sections 14.5(b), (c) and (d) of the Securities
     Purchase Agreements (other than any indebtedness  expressly subordinated to
     the  Subordinated  Indebtedness  on terms and conditions  acceptable to the
     Required  Holders of the  Subordinated  Indebtedness)  or (ii) was incurred
                                                                --
     under the Fleet Documents (or any agreement executed in connection with any
     extension,  refinancing,  refunding or renewal thereof) and the outstanding
     principal  amount thereof does not exceed  $80,000,000  and (b) in no event
                                                                  -
     shall  Debt  arising  under  any  Capital  Lease or Debt  constituting  the
     deferred purchase price of property constitute Superior Indebtedness.

          "Unscheduled Payment" shall have the meaning specified in section 2.4.
           ----------- -------

     2.2. Subordinated  Indebtedness  Subordinated to Superior Indebtedness;  No
          ----------------------------------------------------------------------
Amendments.
----------

          (a) Each Company, for itself and its successors and assigns, covenants
     and  agrees,  and each  holder  of any  Subordinated  Indebtedness,  by its
     acceptance  thereof,  shall  be  deemed  to  have  agreed,  notwithstanding
     anything  to the  contrary  in any of the  Subordinated  Notes or any other
     agreement,  document or instrument related thereto, that the payment of the
     Subordinated  Indebtedness  shall be  subordinated to the extent and in the
     manner set forth in this section 2, to the prior payment in full in cash or
     cash  equivalents  of all  Superior  Indebtedness,  and that each holder of
     Superior  Indebtedness,  whether  now  outstanding  or  hereafter  created,
     incurred, assumed or guaranteed,  shall be deemed to have acquired Superior
     Indebtedness  in reliance upon the provisions  contained in this section 2.
     No present or future holder of Superior Indebtedness shall be prejudiced in
     the right to enforce the  subordination  of the  Subordinated  Indebtedness
     effected pursuant to this section 2 by (i) any act or failure to act on the
                                             -
     part of any  Company or (ii) any merger or  consolidation  of, or any sale,
                              --
     lease or other  transfer of any or all of the properties and assets by, any
     Company.

          (b)  Neither  this  section  2,  nor  any  other  terms  in any of the
     Operative  Documents  expressly  providing  for  the  subordination  of the
     Subordinated  Indebtedness,  nor  any of  the  terms  of  the  Subordinated
     Indebtedness  relating to the timing or amount of any  redemption,  payment
     (or prepayment) of the principal of or premium,  if any, or interest on the
     Subordinated Indebtedness,  shall be amended without the written consent of
     the holder or holders of at least 66-2/3%

                                  Exhibit 1(a)
                                  ------------

                                      -6-
<PAGE>

     in  aggregate  principal  amount of the Superior  Indebtedness  at the time
     outstanding.

     2.3.  Dissolution,  Liquidation,  Reorganization,  etc. Upon any payment or
           -------------------------------------------------
distribution  of the assets of any Company of any kind or character,  whether in
cash,  property or securities,  to creditors upon any  dissolution,  winding-up,
total  or  partial  liquidation,   reorganization,   composition,   arrangement,
adjustment or readjustment of any Company or its securities,  whether  voluntary
or involuntary,  or in bankruptcy,  insolvency,  reorganization,  liquidation or
receivership  proceedings,  or upon a  general  assignment  for the  benefit  of
creditors,  or any  other  marshalling  of the  assets  and  liabilities  of any
Company,  or otherwise  (hereinafter a "Liquidation  Payment"),  then and in any
such event:

          (a) the  holders of the  Superior  Indebtedness  shall be  entitled to
     receive  payment  in full in cash  or  cash  equivalents  (or to have  such
     payment  duly  provided  for  in  cash  or  cash  equivalents  in a  manner
     reasonably  satisfactory  to the holders of Superior  Indebtedness)  of all
     amounts due or to become due on or in respect of all Superior Indebtedness,
     before any  Liquidation  Payment,  whether in cash,  property or securities
     (other than  Permissible  Securities),  is made on account of or applied to
     any of the Subordinated Indebtedness;

          (b) the  Subordinated  Indebtedness  shall  forthwith  become  due and
     payable,  and  any  Liquidation  Payment,  whether  in  cash,  property  or
     securities (other than Permissible Securities),  to which any holder of the
     Subordinated  Indebtedness  would be entitled  except for the provisions of
     this  section  2,  shall be paid or  delivered  by any  debtor,  custodian,
     liquidating trustee, agent or other Person making such Liquidation Payment,
     directly  to  the   holders  of  the   Superior   Indebtedness,   or  their
     representative  or  representatives,  ratably  according  to the  aggregate
     amounts  remaining  unpaid on account  of the  Superior  Indebtedness,  for
     application  to the payment  thereof,  to the extent  necessary  to pay the
     Superior  Indebtedness  in full in cash or cash  equivalents  after  giving
     effect  to  any  concurrent   payment  or  distribution  in  cash  or  cash
     equivalents,  or  provision  therefor,  to the  holders  of  such  Superior
     Indebtedness; and

          (c)  each  holder  of  the  Subordinated   Indebtedness  at  the  time
     outstanding (i) hereby  irrevocably  authorizes and empowers the holders of
                  -
     the Superior  Indebtedness or such holders'  representative  to collect and
     receive  such  holder's  ratable  share of any  Liquidation  Payment and to
     receipt therefor, and, if any holder of Subordinated  Indebtedness fails to
     file a claim  therefor  at least ten (10)  calendar  days prior to the date
     established  by rule of law or order of court for such filing,  to file and
     prove (but not to vote) such claim  therefor,  provided that the holders of
                                                    --------
     Superior  Indebtedness  shall  concurrently  send written notice thereof to
     each holder of Subordinated  Indebtedness together with a copy of the proof
     of

                                  Exhibit 1(a)
                                  ------------

                                      -7-
<PAGE>

     claim so filed,  (ii)  agrees to  execute  and  deliver  to the  holders of
                       --
     Superior  Indebtedness at the time outstanding,  or their representative or
     representatives,  all such further  instruments as are necessary to confirm
     the foregoing  authorization  and (iii) agrees not to initiate or prosecute
                                        ---
     or encourage any other Person to initiate or prosecute any claim, action or
     other   proceeding   challenging   the   enforceability   of  the  Superior
     Indebtedness or any Liens securing the same.

     Upon any payment or  distribution  of assets referred to in this section 2,
the holders of the Subordinated  Indebtedness shall be entitled to rely upon any
order or  decree  made by any  court of  competent  jurisdiction  in which  such
bankruptcy,  insolvency,  reorganization,  liquidation,  receivership  or  other
proceeding is pending,  or a certificate of the debtor,  custodian,  liquidating
trustee,  agent or other Person making any such payment or  distribution to such
holders,  for the purpose of  ascertaining  the Persons  entitled to participate
therein,  the  holders  of  the  Superior  Indebtedness,  the  then  outstanding
principal  amount of the Superior  Indebtedness  and any and all amounts payable
thereon,  the amount or amounts paid or distributed  thereon and all other facts
pertinent thereto or to this section 2.

     2.4. No  Payments  With  Respect to  Subordinated  Indebtedness  in Certain
          ----------------------------------------------------------------------
Circumstances.
-------------

          (a) The Companies will not,  directly or indirectly,  make or agree to
     make,  and neither the holder nor any assignee or  successor  holder of any
     Subordinated  Indebtedness  will  accept or receive  any  payment (in cash,
     property  or  securities  (other  than  Permissible   Securities))  on  the
     Subordinated  Indebtedness  if, at the time of such payment or distribution
     or immediately after giving effect thereto:

               (i)  all of the following four conditions shall exist:

                    (A) a default in the payment  when due of all or any portion
               of the  principal  of or  interest on any  Superior  Indebtedness
               shall have occurred (a "Payment Default"); and

                    (B) the Companies and the holder or holders of  Subordinated
               Indebtedness  shall  have  received  written  notice  prohibiting
               payment  on  the  Subordinated   Indebtedness  (each  a  "Payment
               Blockage  Notice") from the  requisite  holder or holders of such
               Superior    Indebtedness,     or    their    representative    or
               representatives,  of such  Payment  Default  (which  notice to be
               effective  must  state  that it is a Payment  Blockage  Notice or
               contain other language to that effect); and

                                  Exhibit 1(a)
                                  ------------


                                      -8-
<PAGE>


                    (C) such  Payment  Default  shall not have been cured by the
               Companies or waived in writing by the requisite holder or holders
               of the Superior  Indebtedness  with respect to which such Payment
               Default shall have occurred; and

                    (D) less than 360 days shall have elapsed  after the date of
               receipt  by  the  Companies  and  the  holders  of   Subordinated
               Indebtedness  of such Payment  Blockage Notice (any period during
               which the restrictions  imposed by this section  2.4(a)(i) are in
               effect  being  hereinafter  referred  to  as a  "Payment  Default
               Blockage Period"); or

               (ii) all of the following four conditions shall exist:

                    (A) a material  default (other than a Payment Default) shall
               have  occurred  with respect to any Superior  Indebtedness  which
               permits the holder or holders  thereof to immediately  accelerate
               the maturity thereof (a "Covenant Default"); and

                    (B) the Companies and the holder or holders of  Subordinated
               Indebtedness  shall have received a Payment  Blockage Notice from
               the requisite holder or holders of the Superior Indebtedness,  or
               their representative or representatives, of such Covenant Default
               (which  notice to be  effective  must state that it is a "Payment
               Blockage Notice" or contain other language to that effect); and

                    (C) such  Covenant  Default shall not have been cured by the
               Companies or waived in writing by the requisite holder or holders
               of the Superior  Indebtedness with respect to which such Covenant
               Default shall have occurred; and

                    (D) less than 180 days shall have elapsed  after the date of
               receipt by the  Companies  and the  holders  of the  Subordinated
               Indebtedness  of such Payment  Blockage Notice (any period during
               which the restrictions  imposed by this section 2.4(a)(ii) are in
               effect  being  hereinafter  referred  to as a  "Covenant  Default
               Blockage Period");

provided that, for the purpose of this section 2.4, (1) Payment Default Blockage
--------                                             -
Periods shall not be in effect for more than an aggregate of 360 days during any
period of 540 consecutive  days, (2) Covenant Default Blockage Periods shall not
                                  -
be in effect  for more than an  aggregate  of 180 days  during any period of 360

                                  Exhibit 1(a)
                                  ------------

                                      -9-
<PAGE>

consecutive  days, (3) Blockage  Periods shall not be in effect for more than an
                    -
aggregate of 360 days during any period of 540  consecutive  days,  (4) not more
                                                                     -
than four Payment  Blockage  Notices may be given and (5) no Payment  Default or
                                                       -
Covenant  Default  known to the  holders  of  Superior  Indebtedness  giving any
Payment  Blockage Notice on the date any Payment Blockage Notice is given may be
used or  shall be  effective  as a basis  for any  subsequent  Payment  Blockage
Notice.

          (b) The  restrictions  imposed by section  2.4(a) shall cease to apply
     and the  Companies  may resume  payments  in  respect  of the  Subordinated
     Indebtedness  (including  any  payments  which  shall not have been made on
     account of the  provisions  of this section 2, but  excluding  any payments
     which may have  become due upon any  acceleration  of the  maturity  of the
     Subordinated  Indebtedness)  or any judgment with respect  thereto upon the
     earliest  to occur  of (i) the  cure of the  Payment  Default  or  Covenant
                             -
     Default by the Companies,  (ii) the written waiver thereof by the requisite
                                 --
     holder or holders of the Superior  Indebtedness  with respect to which such
     Payment  Default  or  Covenant  Default  shall  have  occurred,  (iii)  the
                                                                       ---
     expiration of the  applicable  Blockage  Period or (iv) the  termination of
                                                         --
     such Blockage  Period by such requisite  holder or holders of such Superior
     Indebtedness.

          (c) If (i) the holder or holders of any  Superior  Indebtedness  shall
                  -
     accelerate  Superior  Indebtedness  in  accordance  with the terms  thereof
     (which  acceleration  has not  been  rescinded  or  annulled)  and (ii) the
                                                                         --
     Companies and the holder or holders of Subordinated Indebtedness shall have
     received a Payment  Blockage Notice from the requisite holder or holders of
     such Superior Indebtedness, or their representative or representatives,  of
     such  acceleration  (which  notice to be effective  must state that it is a
     "Payment  Blockage Notice" or contain other language to that effect),  then
     from and  after  the date  such  Payment  Blockage  Notice  is  given,  the
     Companies  will not,  directly or  indirectly,  make or agree to make,  and
     neither the holder nor any assignee or successor holder of any Subordinated
     Indebtedness  will  accept or receive  any  payment  (in cash,  property or
     securities  (other  than  Permissible   Securities))  on  the  Subordinated
     Indebtedness  until such Superior  Indebtedness  is paid in full in cash or
     cash equivalents (or provision for such payment in cash or cash equivalents
     shall be made in a manner reasonably  satisfactory to the holder or holders
     of such Superior Indebtedness).

          (d) The holders of Subordinated  Indebtedness shall not be entitled to
     accept  and  retain  any  payment  from  any  Company  on the  Subordinated
     Indebtedness   other  than  a  regularly   scheduled  payment  of  interest
     (hereinafter,   an  "Unscheduled  Payment")  if  (i)  the  making  of  such
                                                       -
     Unscheduled  Payment  shall have caused an event of default under the Fleet
     Agreement  and (ii) the  holders of  Subordinated  Indebtedness  shall have
                     --
     received written notice from the holders of

                                  Exhibit 1(a)
                                  ------------


                                      -10-
<PAGE>

     Superior Indebtedness under the Fleet Agreement, or their representative or
     representatives,  of such  event of  default  caused by the  making of such
     Unscheduled  Payment and demanding that such Unscheduled Payment be held in
     trust and paid over as provided in section 2.5,  provided  that such notice
                                                      --------
     is given not later than the  earlier  of (A) 90 days  after the  holders of
                                               -
     Subordinated  Indebtedness shall have received such Unscheduled Payment and
     (B) 20 days after such  holders of  Superior  Indebtedness  under the Fleet
      -
     Agreement, or their representative or representatives,  shall have received
     written notice that such  Unscheduled  Payment is to be (or has been) made,
     if any,  from any Company or any holder of  Subordinated  Indebtedness  (it
     being agreed that no such notice of the kind referred to in this clause (B)
     is required to be given).

     2.5. Payments and Distributions Received. If any payment or distribution of
          -----------------------------------
any kind or  character,  whether in cash,  property  or  securities  (other than
Permissible  Securities),  shall  be  received  by  any  holder  of  any  of the
Subordinated  Indebtedness in  contravention  of this section 2, such payment or
distribution  shall be held in trust for the  benefit of, and shall be paid over
or delivered and  transferred to, the holders of the Superior  Indebtedness,  or
their  representative  or  representatives,  ratably  according to the aggregate
amount  remaining  unpaid  on  account  of  such  Superior   Indebtedness,   for
application to the payment of the Superior Indebtedness, to the extent necessary
to pay all such Superior Indebtedness in full in cash or cash equivalents, after
giving  effect  to any  concurrent  payment  or  distribution  in  cash  or cash
equivalents,   or  provision   therefor,   to  the  holders  of  such   Superior
Indebtedness.  In  the  event  of  the  failure  of  any  holder  of  any of the
Subordinated Indebtedness to endorse or assign any such payment or distribution,
the holders of the Superior  Indebtedness (or such holders'  representative) are
(is) hereby irrevocably authorized to endorse or assign the same.

     2.6. Subrogation.   Subject   to  the  payment  in  full  of  all  Superior
          -----------
Indebtedness in cash or cash  equivalents and the termination of all commitments
to fund Superior  Indebtedness,  in case cash, property or securities  otherwise
payable or deliverable  to the holders of the  Subordinated  Indebtedness  shall
have  been  applied  pursuant  to this  section  2 to the  payment  of  Superior
Indebtedness,  then and in each  such  case,  the  holders  of the  Subordinated
Indebtedness  shall be  subrogated  to the  rights of each  holder  of  Superior
Indebtedness  to receive any further  payment or  distribution  in respect of or
applicable  to  the  Superior  Indebtedness;  and,  for  the  purposes  of  such
subrogation,  no payment or distribution to the holders of Superior Indebtedness
of any  cash,  property  or  securities  to which  any  holder  of  Subordinated
Indebtedness  would be  entitled  except for the  provisions  of this  section 2
shall,  and no payment over pursuant to the  provisions of this section 2 to the
holders of Superior Indebtedness by the holders of the Subordinated Indebtedness
shall as  between  the  Companies,  their  respective  creditors  other than the
holders of Superior  Indebtedness and the holders of Subordinated  Indebtedness,
be  deemed  to be a  payment  by the  Companies  to or on  account  of  Superior
Indebtedness.

                                  Exhibit 1(a)
                                  ------------

                                      -11-
<PAGE>

The holders of Subordinated  Indebtedness waive, to the fullest extent permitted
by law, any right to require any marshalling of assets of any Company.

     2.7.  Certain Notices.  In the event that (a) any Superior  Indebtedness or
           ---------------                      -
Subordinated  Indebtedness  shall be  transferred  and/or  shall  become due and
payable before the expressed maturity thereof as the result of the occurrence of
a default or any event of  default,  (b) any  notice of any  default or event of
                                      -
default  shall  be  given  under  any  Superior   Indebtedness  or  Subordinated
Indebtedness  or (c)  any  term  or  provision  of any  agreement,  document  or
                  -
instrument  related to the Superior  Indebtedness or  Subordinated  Indebtedness
shall be amended, modified or supplemented,  or compliance therewith waived, the
Companies  will give  immediate  written notice in writing of such event to each
holder of Subordinated  Indebtedness  and Superior  Indebtedness  (together with
copies of all related agreements, documents and instruments). Each notice of any
transfer of any Superior Indebtedness or Subordinated Indebtedness shall include
the name and address of the  applicable  transferee for purposes of this section
2. The holder or holders of Superior  Indebtedness  shall be obligated to give a
Payment  Blockage Notice (as defined in section 2.4) to a holder of Subordinated
Indebtedness  other  than the  initial  holders  thereof  only if the  holder or
holders of Superior  Indebtedness  shall have been  furnished  written notice of
such  other  holder's  address  for  purposes  of this  section  2. No holder of
Subordinated  Indebtedness  shall be obligated to give any notice under  section
2.11 to any holder of Superior  Indebtedness  unless such holder of Subordinated
Indebtedness  shall have been  furnished  written  notice of the address of such
holder of Superior Indebtedness for purposes of this section 2. The addresses of
the  initial  holders of the  Subordinated  Indebtedness  for  purposes  of this
section 2 (until changed by notice to such effect given in accordance  with this
section  2.7)  are  as set  forth  on  Schedule  I to  the  Securities  Purchase
                                       -----------
Agreements.  The address of the holders of Superior Indebtedness under the Fleet
Agreement for purposes of this section 2 (until changed by notice to such effect
given in accordance with this section 2.7) is: Fleet Bank, N.A.,  Administrative
Agent,  1185 Avenue of the Americas,  New York, New York 10036,  Attention:  Ms.
Beth Goodman,  Telecopy No.: (212)  819-4120.  Any notice given pursuant to this
section  2 shall be  deemed  given  and  effective  only upon and at the time of
receipt,  unless  such  notice is  mailed  by  certified  mail  (return  receipt
requested),  in which case it shall be deemed to have been  received  on (x) the
third  Business  Day  following  the  mailing  thereof  or  (y)  the  day of its
acknowledged  receipt,  if a Business Day or the next  succeeding  Business Day,
whichever of (x) and (y) is earlier.

     2.8.  Subordination  Not  Affected,  etc.  The terms of this section 2, the
           -----------------------------------
subordination  effected  hereby and the rights  created hereby of the holders of
the  Superior  Indebtedness  shall  not be  affected  by (a)  any  amendment  or
                                                          -
modification  of or  supplement  to any Superior  Indebtedness  (or any renewal,
extension,  refinancing  or  refunding  thereof) or any  agreement,  document or
instrument  relating  thereto  (i) to the  extent  permitted  by the  Securities
                                -
Purchase  Agreement  or (ii) in the case of any  Superior  Indebtedness  arising
                         --
under any of the Fleet  Documents (or any documents  executed in

                                  Exhibit 1(a)
                                  ------------

                                      -12-
<PAGE>

connection  with any renewal,  extension,  refinancing or refunding  thereof) so
long as such  amendment,  modification  or supplement  does not (1) increase the
                                                                 -
principal  amount  of the  Superior  Indebtedness  to an amount in excess of the
amount  permitted  under the  definition of Superior  Indebtedness  as set forth
herein,   (2)  increase  the  interest   rate  with  respect  to  such  Superior
           -
Indebtedness  by more than fifty (50) basis points in excess of the highest rate
specified  under the Fleet  Agreement  (as in effect on the Closing  Date),  (3)
                                                                              -
extend the final maturity of such Superior Indebtedness to a date later than May
12, 2005 or (4) shorten the time of payment with respect to any principal amount
             -
of such Superior  Indebtedness,  (b) any exercise or  non-exercise of any right,
                                  -
power or  remedy  under  or in  respect  of any  Superior  Indebtedness  (or any
security or  collateral  therefor)  or pursuant  to any  agreement,  document or
instrument relating thereto, (c) any waiver, consent, release, indulgence, delay
                              -
or other action,  inaction or omission,  in respect of any Superior Indebtedness
(or any security or collateral therefor) or pursuant to any agreement,  document
or  instrument  relating  thereto,  (d) the  failure of any  holder of  Superior
                                     -
Indebtedness  (i) to give any notice (other than one expressly  required herein)
               -
which may be required,  whether by law, statute,  rule, regulation or otherwise,
to  preserve  intact  any  rights of any  holder of any  Superior  Indebtedness,
including,  without limitation,  any demand,  presentment and protest,  proof of
notice of nonpayment under any Superior Indebtedness or notice of any failure on
the part of any Company to perform and comply with any covenant, agreement, term
or  condition  of  any  Superior   Indebtedness  or  (ii)  to  comply  with  the
                                                      --
requirements  of any law,  statute,  rule or  regulation,  to  mitigate  damages
resulting from any default under any Superior Indebtedness or for diligence,  in
each case whether or not any holder of any Subordinated  Indebtedness shall have
had notice or knowledge of any of the foregoing. Each Company and the holders of
the Subordinated  Indebtedness agrees that the holders of Superior  Indebtedness
may enforce any and all of their  rights  arising  under this section 2 by suit,
either in equity or law, for specific  performance of any agreement contained in
this  section  2 or  for  judgment  at  law  and  any  other  relief  whatsoever
appropriate to such action or procedure.

     2.9.  Obligations  Unimpaired.  The provisions of this section 2 are solely
           -----------------------
for the  purpose of  defining  the  relative  rights of the  holders of Superior
Indebtedness on the one hand and the holders of Subordinated Indebtedness on the
other hand,  and (a) subject to the rights,  if any, under this section 2 of the
                  -
holders of Superior Indebtedness,  nothing in this section 2 shall (i) impair as
                                                                    -
between  the  Companies  and any holder of any  Subordinated  Indebtedness,  the
obligations of the Companies,  which are unconditional  and absolute,  to pay to
the holder thereof all amounts due thereon in accordance  with the terms thereof
or (ii) except as otherwise  provided in section 2.11, prevent the holder of any
    --
Subordinated Indebtedness from exercising all remedies available to such holder,
whether  arising under any agreement,  document or instrument  related  thereto,
applicable  law or  otherwise,  and (b) no Person is entitled to any third party
                                     -
beneficiary rights or other similar rights on account of or under this section 2
other than the  holders of the  Superior  Indebtedness.  The failure to make any
payment due in respect of any of the

                                  Exhibit 1(a)
                                  ------------

                                      -13-
<PAGE>

Subordinated  Indebtedness  or to comply with any of the terms and conditions of
any  of  the  agreements,  documents  and  instruments  related  to  any  of the
Subordinated Indebtedness by reason of any provision of this section 2 shall not
be construed as  preventing  the  occurrence  of any default or event of default
with respect to the Subordinated Indebtedness.

     2.10. Holders of Subordinated  Indebtedness Entitled to Assume Payments Not
           ---------------------------------------------------------------------
Prohibited in Absence of Notice. No holder of Subordinated Indebtedness shall at
-------------------------------
any time be charged  with  knowledge  of the  existence of any facts which would
prohibit  the making of any payment to it,  unless and until such  holder  shall
have received  written  notice  thereof from the Companies or from any holder of
Superior  Indebtedness  or any  agent or  representative  thereof.  Prior to the
receipt of any such notice,  each holder of Subordinated  Indebtedness  shall be
entitled to assume  conclusively  that no such facts  exist,  without,  however,
limiting any right of any holder of Superior  Indebtedness  under this section 2
to recover from any holder of the Subordinated  Indebtedness any payment made in
contravention of this section 2. Each payment on the  Subordinated  Indebtedness
by the Companies shall be deemed to constitute a representation of the Companies
that such payment is permitted to be paid by the Companies under this section 2.

     Each holder of Subordinated  Indebtedness  shall be entitled to rely on the
delivery  to it of a written  notice by a Person  representing  himself  to be a
holder of  Superior  Indebtedness  or to be the agent or  representative  of any
holder of Superior  Indebtedness to establish that such notice has been given by
any such Person.

     2.11. Limitation  on  Right of  Action.  Notwithstanding  anything  to  the
           --------------------------------
contrary  contained  in any of the  Subordinated  Notes or any other  agreement,
document or instrument related thereto,  each of the holders of the Subordinated
Indebtedness agrees that:

          (a)  if any Superior  Indebtedness (or any commitment to fund Superior
     Indebtedness) is outstanding,  such holder of the Subordinated Indebtedness
     will not accelerate any of the Subordinated  Indebtedness or take any other
     enforcement action with respect to the Subordinated Indebtedness on account
     of any Default or Event of Default, unless:

               (i) the holder or holders of any Superior Indebtedness shall have
          accelerated  any Superior  Indebtedness  or shall have foreclosed upon
          any significant or material portion of collateral securing the same;

               (ii) a proceeding  under the Bankruptcy Code or any similar state
          statute or law (including  any law providing for the  appointment of a
          receiver or other similar  official)  shall have been  commenced by or
          against

                                  Exhibit 1(a)
                                  ------------

                                      -14-
<PAGE>

          any  Company by Persons  other  than the  holders of the  Subordinated
          Indebtedness; or

               (iii) both (A) an Event of Default  under (and as defined in) the
                           -
          Securities  Purchase  Agreements  shall have occurred and (B) not less
                                                                     -
          than  20  days  prior  to   accelerating   any  of  the   Subordinated
          Indebtedness  or taking any other  enforcement  action with respect to
          the   Subordinated   Indebtedness,   such   holder   of   Subordinated
          Indebtedness  shall have given the  Companies  and the  holders of the
          Superior  Indebtedness  written  notice  of the same (an  "Enforcement
          Notice"),  which Enforcement Notice shall specify in reasonable detail
          the  Event  of  Default  on the  basis  of which  such  holder  of the
          Subordinated  Indebtedness then intends to accelerate the Subordinated
          Indebtedness and/or take any other enforcement  action,  provided that
                                                                   --------
          for  purposes  of this  clause  (iii) if,  at the time of giving  such
          Enforcement  Notice (or during the 20 days  immediately  following the
          giving of such  Enforcement  Notice) a Blockage Period shall have been
          commenced and shall be  continuing,  then such holder of  Subordinated
          Indebtedness shall not accelerate any of the Subordinated Indebtedness
          or  take   enforcement   action  with  respect  to  the   Subordinated
          Indebtedness  until  the  earliest  of (1) in the  case  of a  Payment
                                                  -
          Default Blockage Period,  the cure of the Payment Default on the basis
          of  which  such  Blockage  Period  was  commenced  (provided  no other
                                                              --------
          Blockage  Period is then in effect),  (2) the  written  waiver of such
                                                 -
          Payment Default or Covenant Default by the requisite holder or holders
          of the  Superior  Indebtedness  with  respect  to which  such  Payment
          Default or Covenant  Default  shall have  occurred  (provided no other
                                                               --------
          Blockage  Period  is  then in  effect),  (3)  the  expiration  of such
                                                    -
          Blockage  Period,  (4) the termination of such Blockage Period by such
                              -
          requisite  holder or holders of such Superior  Indebtedness or (5) the
                                                                          -
          expiration  of 180 days  from the date  upon  which  such  Enforcement
          Notice shall have been so given; and

          (b) if (i) such holder of Subordinated  Indebtedness  shall accelerate
                  -
     any of the Subordinated  Indebtedness or take any other enforcement  action
     with  respect  to the  Subordinated  Indebtedness,  in each case  solely on
     account of the Event of Default arising as a result of the  acceleration of
     any Superior Indebtedness, and (ii) the requisite holder or holders of such
                                     --
     Superior  Indebtedness  shall  rescind such  acceleration  of such Superior
     Indebtedness,  then such holder of Subordinated  Indebtedness shall rescind
     such  acceleration of such  Subordinated  Indebtedness  and shall cease any
     such  other   enforcement   action  with   respect  to  such   Subordinated
     Indebtedness.

                                  Exhibit 1(a)
                                  ------------

                                      -15-
<PAGE>

     2.12. Legends,  etc. The Companies covenant to cause each Subordinated Note
           --------------
(or other  instrument  evidencing any of the Subordinated  Indebtedness)  now or
hereafter issued to contain a provision or legend in substantially the following
form:

          THE PAYMENT OF THIS NOTE AND THE RIGHTS OF THE HOLDER OF THIS NOTE ARE
          SUBORDINATED TO THE PAYMENT OF SUPERIOR  INDEBTEDNESS  (AS HEREINAFTER
          DEFINED) AND THE RIGHTS OF THE HOLDERS OF SUPERIOR  INDEBTEDNESS  UPON
          THE TERMS OF SUBORDINATION SET FORTH HEREIN.

     2.13. Reinstatement.   The  obligations   of   the  holder  or  holders  of
           -------------
Subordinated  Indebtedness  under the terms of  subordination  set forth in this
section 2 shall continue to be effective, or be reinstated,  as the case may be,
if at any time any payment in respect of any Superior  Indebtedness is rescinded
or must otherwise be restored or returned by any holder of Superior Indebtedness
upon the  occurrence  of any  proceeding of the kind referred to in section 2.3,
including,  without  limitation,  upon or as a result  of the  appointment  of a
receiver,  intervenor or conservator  of, or trustee or similar officer for, any
Company or any  substantial  part of its property,  or otherwise,  all as though
such payment in respect of the Superior Indebtedness had not been made, provided
                                                                        --------
that in no event  shall any holder or holders of  Subordinated  Indebtedness  be
obligated  pursuant  to this  section  2.13 to  disgorge or repay any payment in
respect of any Subordinated  Indebtedness received by it more than 90 days prior
to the time such payment of Senior  Indebtedness  is so  rescinded,  restored or
returned by any holder of Superior Indebtedness.

     2.14. Successors and Assigns.  The terms of subordination set forth in this
           ----------------------
section 2 shall  inure to the  benefit of each  holder  from time to time of any
Superior Indebtedness and shall be binding upon each holder from time to time of
any Subordinated Indebtedness.

3.   General.
     -------

     3.1. Registered  Notes,  etc.  This  Note  is  in  registered  form  and is
          ------------------------
transferable  only by surrender hereof at the principal  executive office of the
Companies as provided in the Securities Purchase  Agreements.  The Companies may
treat the  person in whose  name this Note is  registered  on the Note  register
maintained at such office pursuant to the Securities  Purchase Agreements as the
owner hereof for all purposes,  and the  Companies  shall not be affected by any
notice to the contrary.

     3.2.  Events of  Default.  In case an Event of  Default,  as defined in the
           ------------------
Securities  Purchase  Agreements,  shall  occur and be  continuing,  the  unpaid
balance of the principal of this Note may be declared and become due and payable
in  the  manner  and  with  the  effect  provided  in  the  Securities  Purchase
Agreements.

                                  Exhibit 1(a)
                                  ------------

                                      -16-
<PAGE>

     3.3. Certain  Waivers.  The parties  hereto,  including the makers and all
          ----------------
guarantors and endorsers of this Note, hereby waive presentment, demand, notice,
protest  and all other  demands  and notices in  connection  with the  delivery,
acceptance, performance or enforcement of this Note.

     3.4. Governing Law; Jurisdiction;  Waiver of Jury Trial. This Note 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 domestic  substantive
laws of any other  jurisdiction.  Each Company and each holder of this Note,  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,  and
expressly  waives  any and all  objections  it may  have as to venue in any such
courts.  Each Company and each holder of this Note 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 set forth in section 23 of the Securities
Purchase  Agreements or as otherwise provided under the laws of the State of New
York.  Notwithstanding the foregoing,  each Company and each holder of this Note
agrees that nothing contained in this section 3.4 shall preclude the institution
of any such suit, action or other proceeding in any jurisdiction  other than the
State of New York. EACH COMPANY AND EACH HOLDER OF THIS NOTE 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.

     3.5. Severability.  In case any  provision  in this Note  shall be invalid,
          ------------
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining provisions shall not in any way be effected and impaired thereby.

            [The remainder of this page is intentionally left blank.]



                                  Exhibit 1(a)
                                  ------------

                                      -17-
<PAGE>


     IN WITNESS WHEREOF,  the Companies have executed this Note as an instrument
under seal as of the date first above written.


                                         UNIDIGITAL INC.



                                         By:
                                            ------------------------------------
                                                                         (Title)


                                         LINOGRAPHICS CORPORATION



                                         By:
                                            ------------------------------------
                                                                         (Title)


                                         ELEMENTS (UK) LIMITED



                                         By:
                                            ------------------------------------
                                                                         (Title)


                                         UNIDIGITAL ELEMENTS (SF), INC.



                                         By:
                                            ------------------------------------
                                                                         (Title)


                                         UNISON (NY), INC.



                                         By:
                                            ------------------------------------
                                                                         (Title)


                                  Exhibit 1(a)
                                  ------------

                                      -18-
<PAGE>


                                        UNISON (MA), INC.



                                        By:
                                           -------------------------------------
                                                                         (Title)


                                        MEGA ART CORP.



                                        By:
                                           -------------------------------------
                                                                         (Title)


                                        SUPERGRAPHICS HOLDING
                                          COMPANY, INC.



                                        By:
                                           -------------------------------------
                                                                         (Title)


                                        SUPERGRAPHICS CORPORATION



                                        By:
                                           -------------------------------------
                                                                         (Title)


                                        REGENT GROUP LIMITED



                                        By:
                                           -------------------------------------
                                                                         (Title)


                                  Exhibit 1(a)
                                  ------------

                                      -19-
<PAGE>


                                        INTERFACE GRAPHICS LIMITED



                                        By:
                                           -------------------------------------
                                                                         (Title)






                                  Exhibit 1(a)
                                  ------------

                                      -20-
<PAGE>


                               FORM OF ASSIGNMENT

                    [To be signed only upon transfer of Note]

     For value  received,  the undersigned  hereby sells,  assigns and transfers
unto                       the within Note,  and appoints
Attorney to transfer  such Note on the books of  UNIDIGITAL  INC.,  LINOGRAPHICS
CORPORATION, ELEMENTS (UK) LIMITED, UNIDIGITAL ELEMENTS (SF), INC., UNISON (NY),
INC., UNISON (MA), INC., MEGA ART CORP.,  SUPERGRAPHICS  HOLDING COMPANY,  INC.,
SUPERGRAPHICS  CORPORATION,  REGENT GROUP LIMITED and INTERFACE GRAPHICS LIMITED
with full power of substitution in the premises.

Date:                ,     .




                                 ----------------------------------------------
                                 (Signature must conform in all respects to name
                                 of Holder as specified on the face of the Note)


Signed in the presence of



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




                                  Exhibit 1(a)
                                  ------------

                                      -21-