AMENDMENT NO. 1

                               TO CREDIT AGREEMENT

     AMENDMENT,  dated as of this July 23, 1999, by and among Unidigital Inc., a
Delaware corporation  (together with its successors or assigns, the "Borrower"),
the banks,  financial institutions and other institutional lenders listed on the
signature  pages hereof,  as Lenders,  Fleet Bank,  N.A., as the Initial Issuing
Bank, Fleet Bank, N.A., a Swing Line Bank, Bank Austria Creditanstalt  Corporate
Finance,  Inc., as Documentation  Agent, and Fleet Bank, N.A., as Administrative
Agent for the Lender Parties and the Hedge Banks.

                              W I T N E S S E T H:

     WHEREAS,   Borrower  has   heretofore   entered   into  certain   financial
arrangements  pursuant to the Credit Agreement,  dated as of May 12, 1999, among
the parties  hereto [to be altered if adding new lenders prior to execution] (as
amended, supplemented,  restated or otherwise modified, the "Credit Agreement");
and

     WHEREAS,  the parties hereto wish to amend certain provisions of the Credit
Agreement, subject to the terms and conditions set forth herein;

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  and  agreements   contained   herein  and  other  good  and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereby mutually covenant, warrant and agree as follows:




<PAGE>

     1.   Definitions.
          -----------

          (a)  Amendment to Definitions.  All  references to the term "Revolving
               ------------------------
Credit  Termination Date" in any of the Loan Documents shall be deemed, and each
reference is hereby  amended,  to mean "the earlier of (x) March 1, 2004 and (y)
the Termination Date."

          (b)  Interpretation.  For purposes of this Amendment, unless otherwise
               --------------
defined herein, all terms used herein, including, but not limited to, those used
and/or defined in the recitals and the first  paragraph  hereto,  shall have the
respective meanings assigned to such terms in the Credit Agreement.

     2.   Amendments to the Credit  Agreement.
          -----------------------------------

          (a)  Section  2.08(a) of  the Credit  Agreement is  hereby amended  by
deleting  the  Unused  Commitment  Fee  Table  therefrom  in  its  entirety  and
substituting the following therefor:

                          "UNUSED COMMITMENT FEE TABLE

          Consolidated Total Funded
          Debt to Pro Forma EBITDA                               Percentage
          -------------------------                              ----------

          Equal to or greater than 3.50 to 1.00                  .500%

          Equal to or greater than 3.00 to 1.00
          but less than 3.50 to 1.00                             .500%

          Equal to or greater than 2.50 to 1 .00,
          but less than 3.00 to 1.00                             .500%

          Equal to or greater than 2.00 to 1 .00,
          but less than 2.50 to 1.00                             .500%

          Less than 2.00 to 1.00                                 .375%"



                                       2
<PAGE>


          (b)  Section  5.04 of  the  Credit  Agreement  is  hereby  amended  by
deleting  Section 5.04(a) thereof in its entirety and substituting the following
therefor:

          "Consolidated Total Funded Debt to Pro Forma EBITDA Ratio.
          ---------------------------------------------------------
          Maintain as  of the last day of each fiscal quarter of the
          Borrower  commencing  with   the  first  complete   fiscal
          quarter  after  the  Initial  Funding  Date a ratio of (i)
          Consolidated  Total  Funded Debt  to (ii) Pro Forma EBITDA
          for the  most recently  completed four fiscal  quarters of
          the Borrower of not more than the ratio set  forth  below:

          FOUR FISCAL-QUARTERS ENDING ON:                    RATIO
          ------------------------------                     -----

          First and Second Year (First Quarter-
          Eighth Quarter)                                    4:25:1.00

          Third Year (Ninth Quarter -
          Twelfth Quarter)                                   4:00:1..00

          Fourth Year (Thirteenth Quarter -
          Sixteenth Quarter)                                 3:75:1.00

          Fifth Year (Seventeenth Quarter -
          Twentieth Quarter) and Each
          Fiscal Quarter Thereafter                          3.75:1.00"

          (c)  Section  5.04  of  the  Credit  Agreement is  hereby  amended  by
deleting  Section  5.04(b)  in  its  entirety  and  substituting  the  following
therefor:

          "(b) Consolidated  Senior Debt to  Pro Forma EBITDA Ratio.
               ----------------------------------------------------
          Maintain as  of the last day of each fiscal quarter of the
          Borrower commencing with the first complete fiscal quarter
          after the Initial Funding Date a ratio of (i) Consolidated
          Senior Debt to (ii) Pro

                                       3
<PAGE>

          Forma  EBITDA for the  most recently completed four fiscal
          quarters  of the  Borrower of  not more than the ratio set
          forth below:

          FOUR FISCAL-QUARTERS ENDING ON:             RATIO
          ------------------------------              -----

          First and Second Year (First
          Quarter - Eighth Quarter)                   3.50:1.00

          Third Year (Ninth Quarter -
          Twelfth Quarter)                            3.25:1.00

          Fourth Year (Thirteenth
          Quarter - Sixteenth Quarter)                3:00:1.00

          Fifth Year (Seventeenth Quarter -
          Twentieth Quarter) and Each
          Fiscal Quarter Thereafter                   3:00:1.00

     3.   Conditions  Precedent.  The  effectiveness  of  the  other  terms  and
          ---------------------
conditions   contained   herein   shall  be  subject  to  the   receipt  by  the
Administrative Agent of an original of this Amendment, duly authorized, executed
and delivered by Borrower and its Affiliates  which are  guarantors  under (a) a
Foreign Guaranty or a Subsidiary Guaranty (collectively,  the "Guarantors"),  in
form and substance satisfactory to the Administrative Agent and its counsel.

     4.   Effect  of this Amendment.  Except  as modified  pursuant  hereto,  no
          -------------------------
other changes or modifications to the Loan Documents are intended or implied and
in all other  respects  the Loan  Documents  are hereby  specifically  ratified,
restated and confirmed by all parties hereto as of the effective date hereof. To
the extent of conflict  between the terms of this  Amendment  and the other Loan
Documents,  the terms of this Amendment shall control.  The Credit Agreement and
this Amendment shall be read and construed as one agreement.

                                       4
<PAGE>

     5.   Representations, Warranties and Covenants. Borrower and the Guarantors
          -----------------------------------------
hereby jointly and severally represent,  warrant and covenant as follows:

          (a)  No  Default  or  Event  of  Default  exists on  the date  of this
Amendment  (after giving effect to the amendments made by this Amendment)  other
than the  Events of Default  set forth on  Exhibit A attached  hereto and made a
part hereof.

          (b)  This  Amendment has been duly  executed and delivered by Borrower
and the Guarantors and is in full force and effect as of the date hereof and the
agreements  and  obligations  of Borrower and the  Guarantors  contained  herein
constitute  the  legal,  valid  and  binding  obligations  of  Borrower  and the
Guarantors  enforceable  against  Borrower and the Guarantors in accordance with
its  terms.

          (c)  The  representations  and   warranties  contained  in  each  Loan
Document  are correct in all  material  respects on and as of the date hereof as
though made on and as of the date hereof.

     6.   Defaults  and  Events of  Default.  The  parties  hereto  acknowledge,
          ---------------------------------
confirm  and agree that the  execution  and  delivery of this  Amendment  by the
parties hereto other than Borrower and the Guarantors (the "Financial  Parties")
shall not be  construed  to  constitute  a waiver or  release  by the  Financial
Parties of any Default or Event of Default which has occurred  prior to the date
hereof,  or which exists as of the date hereof or may exist or occur at any time
after the date hereof,  or of any rights or remedies of the Financial Parties as
a result thereof, whether under the Loan Documents, applicable law or otherwise.


                                       5
<PAGE>

     7.   Further Assurances.  The parties hereto shall execute and deliver such
          ------------------
additional  documents and  take such  additional action as  may be necessary  or
desirable to effectuate the provisions and purposes of this Agreement.

     8.   Governing  Law. The  rights and  obligations  hereunder of each of the
          --------------
parties hereto shall be governed by and interpreted and determined in accordance
with the internal substantive laws of the State of New York.

     9.   Binding  Effect. The  Amendment shall be binding upon and inure to the
          ---------------
benefit  of each of the  parties  hereto  and their  respective  successors  and
assigns.

     10.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
          ------------
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment, it shall not be necessary
to produce or account for more than one  counterpart  thereof  signed by each of
the parties hereto.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       6
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment to the
duly  executed and  delivered by their duly  authorized  officers as of the date
first above written.


                                   UNIDIGITAL INC.

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

                                   FLEET  BANK, N.A.,  as Administrative  Agent,
                                   Initial Issuing Bank, and Swing Line Bank

                                   By:    /s/ Beth Goodman
                                          ---------------------------------
                                   Name:  Beth Goodman
                                          ---------------------------------
                                   Title: Vice President
                                          ---------------------------------

                                   BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE,
                                   INC., as Documentation Agent

                                   By:    /s/ David E. Yewer
                                          ---------------------------------
                                   Name:  David E. Yewer
                                          ---------------------------------
                                   Title: Vice President
                                          ---------------------------------

                                   By:    /s/ Clifford L. Wells
                                          ---------------------------------
                                   Name:  Clifford L. Wells
                                          ---------------------------------
                                   Title: Vice President
                                          ---------------------------------

                                   BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE,
                                   INC., as a Lender

                                   By:    /s/ David E. Yewer
                                          ---------------------------------
                                   Name:  David E. Yewer
                                          ---------------------------------
                                   Title: Vice President
                                          ---------------------------------

                                   By:    /s/ Clifford L. Wells
                                          ---------------------------------
                                   Name:  Clifford L. Wells
                                          ---------------------------------
                                   Title: Vice President
                                          ---------------------------------

                                   FLEET BANK, N.A., as a Lender

                                   By:    /s/ Beth Goodman
                                          ---------------------------------
                                   Name:  Beth Goodman
                                          ---------------------------------
                                   Title: Vice President
                                          ---------------------------------

                                   MERRILL LYNCH BUSINESS FINANCE
                                   SERVICES INC., as a Lender

                                   By:    /s/ Jeremy M. Dhein
                                          ---------------------------------
                                   Name:  Jeremy M. Dhein
                                          ---------------------------------
                                   Title: Assistant Vice President
                                          ---------------------------------


<PAGE>

READ AND AGREED TO:                          MEGA ART CORP.

GUARANTORS:                                  By:    /s/ William E. Dye
                                                    ----------------------------
                                             Name:  William E. Dye
                                                    ----------------------------
                                             Title: Chief Executive Officer
UNIDIGITAL ELEMENTS (NY), INC.                      ----------------------------

By:    /s/ William E. Dye                    SUPERGRAPHICS HOLDING COMPANY, INC.
       ----------------------------------
Name:  William E. Dye                        By:    /s/ William E. Dye
       ----------------------------------           ----------------------------
Title: Chief Executive Officer               Name:  William E. Dye
       ----------------------------------           ----------------------------
                                             Title: Chief Executive Officer
UNISON (NY), INC.                                   ----------------------------

By:    /s/ William E. Dye                    SUPERGRAPHICS CORPORATION
       ----------------------------------
Name:  William E. Dye                        By:    /s/ William E. Dye
       ----------------------------------           ----------------------------
Title: Chief Executive Officer               Name:  William E. Dye
       ----------------------------------           ----------------------------
                                             Title: Chief Executive Officer
UNISON (MA), INC.

By:    /s/ William E. Dye                    Executed as a Deed by
       ----------------------------------
Name:  William E. Dye                        ELEMENTS (U.K.) LIMITED
       ----------------------------------
Title: Chief Executive Officer               Acting By: /s/ William E. Dye
       ----------------------------------              -------------------------
                                                       Duly Authorized
UNIDIGITAL ELEMENTS (SF), INC.
                                             Executed as a Deed By
By:    /s/ William E. Dye
       -----------------------------------   REGENT GROUP LIMITED
Name:  William E. Dye
       -----------------------------------   Acting By:  /s/ William E. Dye
Title: Chief Executive Officer                          ------------------------
       -----------------------------------              Duly Authorized

MEGA ART CORP.

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

SUPERGRAPHICS HOLDING COMPANY, INC.

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

SUPERGRAPHICS CORPORATION

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