THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT
FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT.

VOID AFTER 5:00 P.M.,  NEW YORK TIME,  ON NOVEMBER 26, 2002 OR IF NOT A BUSINESS
DAY,  AS DEFINED  HEREIN,  AT 5:00 P.M.,  NEW YORK TIME,  ON THE NEXT  FOLLOWING
BUSINESS DAY.

                                             WARRANT TO PURCHASE
                                             25,000 SHARES OF COMMON STOCK

NO. 1

                               WARRANT TO PURCHASE
                                  COMMON STOCK
                                       OF
                                 UNIDIGITAL INC.

                     TRANSFER RESTRICTED -- SEE SECTION 5.02

                  This certifies  that, for good and valuable  consideration  of
$250,   CIBC   Oppenheimer   Corp.  and  its   registered,   permitted   assigns
(collectively,  the  "Warrantholder"),  is entitled to purchase from  Unidigital
Inc.,  a  Delaware  corporation  (the  "Company"),  subject  to  the  terms  and
conditions hereof, at any time on or after 9:00 A.M., New York time, on November
26, 1998, and before 5:00 P.M., New York time, on November 26, 2002 (or, if such
day is not a Business  Day, at or before 5:00 P.M.,  New York time,  on the next
following Business Day), the number of fully paid and  non-assessable  shares of
Common  Stock stated above at the  Exercise  Price.  The Exercise  Price and the
number of shares  purchasable  hereunder are subject to adjustment  from time to
time as provided in Article III hereof.


                                    ARTICLE I

         Section 1.01:     Definition of Terms:  As used  in  this Warrant,  the
following capitalized terms shall have the following respective meanings:

                  (a)    Business  Day: A day other than a  Saturday,  Sunday or
other  day on which  banks in the  State  of New York are  authorized  by law to
remain closed.

                  (b)    Common Stock: ommon Stock, $.01 par value per share, of
the Company.

                  (c)    Common   Stock   Equivalents:   Securities   that   are
convertible into or exercisable for shares of Common Stock.

                  (d)    Demand Registration: See Section 6.02.

                  (e)    Exchange Act: The  Securities  Exchange Act of 1934, as
amended.


<PAGE>

                  (f)    Exercise Price:  $8.25 per Warrant Share, as such price
may be adjusted from time to time pursuant to Article III hereof.

                  (g)    Expiration  Date: 5:00 P.M., New York time, on November
26, 2002 or if such day is not a Business Day, the next  succeeding day which is
a Business Day.

                  (h)    25%  Holders:   At  any  time  as  to  which  a  Demand
Registration  is requested,  the Holder and/or the holders of any other Warrants
and/or the holders of Warrant  Shares who have the right to acquire or hold,  as
the case may be,  not less  than 25% of the  combined  total of  Warrant  Shares
issuable and Warrant Shares outstanding at the time such Demand  Registration is
requested.

                  (i)    Holder: A Holder of Registrable Securities.

                  (j)    NASD: National Association of Securities Dealers, Inc.,
and NASDAQ: NASD Automatic Quotation System.

                  (k)    Person:  An  individual,  partnership,  joint  venture,
corporation,  trust, unincorporated organization or government or any department
or agency thereof.

                  (l)    Piggyback Registration: See Section 6.01.

                  (m)    Prospectus: Any prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement, with respect
to the  terms of the  offering  of any  portion  of the  Registrable  Securities
covered by such Registration  Statement and all other amendments and supplements
to  the  Prospectus,   including  post-effective  amendments  and  all  material
incorporated by reference in such Prospectus.

                  (n)    Public  Offerings:  A  public  offering  of  any of the
Company's equity or debt securities  pursuant to a registration  statement under
the Securities Act.

                  (o)    Registration Expenses: Any and all expenses incurred in
connection  with any  registration  or  action  incident  to  performance  of or
compliance by the Company with Article VI, including,  without  limitation,  (i)
all SEC, national securities exchange and NASD registration and filing fees; all
listing  fees and all  transfer  agent  fees;  (ii) all  fees  and  expenses  of
complying  with  state  securities  or blue  sky  laws  (including  the fees and
disbursements  of  counsel  for the  underwriters  in  connection  with blue sky
qualifications  of the  Registrable  Securities;  (iii) all  printing,  mailing,
messenger and delivery  expenses and (iv) all fees and  disbursements of counsel
for the Company and of its  accountants,  including  the expenses of any special
audits and/or "cold comfort" letters required by or incident to such performance
and compliance, but excluding underwriting discounts and commissions,  brokerage
fees and transfer taxes, if any, and fees of counsel or accountants  retained by
the  holders of  Registrable  Securities  to advise  them in their  capacity  as
Holders of Registrable Securities.

                  (p)    Registrable  Securities:  Any Warrant  Shares issued to
CIBC  Oppenheimer  Corp.  and/or its designees or transferees as permitted under
Section  5.02 and/or other  securities  that may be or are issued by the Company
upon exercise of this Warrant, including those which may thereafter be issued by
the  Company  in respect of any such  securities  by means of any stock  splits,
stock  dividends,  recapitalizations,  reclassifications  or  the  like,  and as
adjusted pursuant to Article III hereof.



                                      2 
<PAGE>

                  (q)    Registration  Statement:  Any registration statement of
the  Company  filed  or to be  filed  with  the  SEC  which  covers  any  of the
Registrable  Securities pursuant to the provisions of this Agreement,  including
all amendments  (including  post-effective  amendments) and supplements thereto,
all exhibits thereto and all material incorporated therein by reference.

                  (r)    SEC:  The  Securities  and Exchange  Commission  or any
other  federal  agency  at the  time  administering  the  Securities  Act or the
Exchange Act.

                  (s)    Securities Act: The Securities Act of 1933, as amended.

                  (t)    Transfer: See Section 5.02.

                  (u)    Warrants:  This Warrant,  all other warrants  issued on
the date hereof and all other  warrants that may be issued in its or their place
(together  evidencing  the right to purchase an  aggregate  of 25,000  shares of
Common Stock),  originally  issued as set forth in the definition of Registrable
Securities.

                  (v)    Warrantholder:  The  person(s) or  entity(ies)  to whom
this Warrant is originally issued, or any successor in interest thereto,  or any
assignee or transferee  thereof,  in whose name this Warrant is registered  upon
the books to be maintained by the Company for that purpose.

                  (w)    Warrant Shares:  Common Stock, Common Stock Equivalents
and other securities purchased or purchasable upon exercise of the Warrants.



                                   ARTICLE II

                        Duration and Exercise of Warrant

         Section 2.01: Duration of Warrant. Subject to the limitations specified
in ss.2.02.(a)(ii) regarding a Cashless Exercise, the Warrantholder may exercise
this  Warrant at any time and from time to time after 9:00 A.M.,  New York time,
on November 26, 1998,  and before 5:00 P.M.,  New York time,  on the  Expiration
Date.  If this Warrant is not exercised on or prior to the  Expiration  Date, it
shall become void, and all rights hereunder shall thereupon cease.

         Section 2.02.:    Exercise of Warrant.

                  (a)    The Warrantholder  may exercise this Warrant,  in whole
or in part, as follows:

                         (i)  By  presentation  and  surrender  of this  Warrant
     to the Company at its principal  executive  offices or at the office of its
     stock transfer  agent,  if any, with the  Subscription  Form annexed hereto
     duly executed and  accompanied  by payment of the full  Exercise  Price for
     each Warrant Share to be purchased; or

                         (ii) By  presentation  and surrender of this Warrant to
     the Company at its  principal  executive  offices with a Cashless  Exercise
     Form annexed hereto duly executed (a "Cashless Exercise").  In the event of
     a Cashless Exercise, the Warrantholder shall



                                       3
<PAGE>

     exchange its warrant for that number of shares of Common  Stock  determined
     by multiplying the number of Warrant Shares by a fraction, the numerator of
     which shall be the amount by which the then current  market price per share
     of Common Stock exceeds the Exercise  Price,  and the  denominator of which
     shall be the then  current  market  price per share of  Common  Stock.  For
     purposes  of any  computation  under  this  Section  2.02(a)(ii),  the then
     current  market price per share of Common Stock at any date shall be deemed
     to be the average  closing  price of the Common Stock for the five business
     days  prior  to the  date  of the  Cashless  Exercise  or,  in case no such
     reported sales take place on such day, the average of the last reported bid
     and asked  prices of the Common  Stock on such day,  in either  case on the
     principal  national  securities  exchange  on  which  the  Common  Stock is
     admitted  to trading or listed,  or if not listed or admitted to trading on
     any such exchange, the representative closing bid price of the Common Stock
     as reported by NASDAQ, or other similar organization if NASDAQ is no longer
     reporting such information,  or if not so available,  the fair market price
     of the Common Stock as determined by the Board of Directors.

                  (b)    Upon  receipt of this  Warrant,  in the case of Section
2.02 (a) (i),  with the  Subscription  Form duly  executed  and  accompanied  by
payment of the aggregate  Exercise  Price for the Warrant  Shares for which this
Warrant is then being exercised,  or, in the case of Section 2.02 (a) (ii), with
the Cashless  Exercise Form duly executed,  the Company shall cause to be issued
certificates for the total number of whole shares of Common Stock for which this
Warrant is being exercised  (adjusted to reflect the effect of the anti-dilution
provisions  contained in Article III hereof,  if any, and as provided in Section
2.04  hereof)  in  such  denominations  as are  requested  for  delivery  to the
Warrantholder,  and the Company shall thereupon deliver such certificates to the
Warrantholder.  The Warrantholder  shall be deemed to be the holder of record of
the shares of Common Stock issuable upon such exercise, notwithstanding that the
stock  transfer  books of the Company shall then be closed or that  certificates
representing such shares of Common Stock shall not then be actually delivered to
the  Warrantholder.  If at the time this Warrant is  exercised,  a  Registration
Statement  is not in effect to  register  under the  Securities  Act the Warrant
Shares  issuable  upon  exercise  of this  Warrant,  the Company may require the
Warrantholder  to make such  representations,  and may  place  such  legends  on
certificates  representing the Warrant Shares, as may be reasonably  required in
the opinion of counsel to the Company to permit the Warrant  Shares to be issued
without such registration.

                  (c)    In case the  Warrantholder  shall exercise this Warrant
with respect to less than all of the Warrant Shares that may be purchased  under
this  Warrant,  the  Company  shall  execute a new  warrant  in the form of this
Warrant for the balance of such  Warrant  Shares and deliver such new warrant to
the Warrantholder.

                  (d)    The Company  shall pay any and all stock  transfer  and
similar taxes which may be payable in respect of the issue of this Warrant or in
respect of the issue of any Warrant Shares.

         Section 2.03:  Reservation of Shares. The Company hereby agrees that at
all times there shall be reserved for issuance  and  delivery  upon  exercise of
this  Warrant  such number of shares of Common  Stock or other shares of capital
stock of the Company from time to time  issuable  upon exercise of this Warrant.
All such shares shall be duly  authorized,  and when issued upon such  exercise,
shall be validly  issued,  fully paid and  nonassessable,  free and clear of all
liens,  security  interests,  charges and other  encumbrances or 


                                       4
<PAGE>

restrictions  on sale and free and clear of all  preemptive  rights  (except the
restrictions  imposed  by the  legend  appearing  at the  top of  Page 1 of this
Warrant).

         Section 2.04:  Fractional  Shares. The Company shall not be required to
issue  any  fraction  of a share of its  capital  stock in  connection  with the
exercise of this Warrant,  and in any case where the Warrantholder would, except
for the  provisions of this Section  2.04,  be entitled  under the terms of this
Warrant to receive a fraction of a share upon the exercise of this Warrant,  the
Company  shall,  upon the  exercise of this  Warrant and tender of the  Exercise
Price (as adjusted to cover the balance of the share),  issue the larger  number
of whole shares purchasable upon exercise of this Warrant. The Company shall not
be required to make any cash or other  adjustment in respect of such fraction of
a share to which the Warrantholder would otherwise be entitled.

         Section  2.05:  Listing.  Prior to the issuance of any shares of Common
Stock upon  exercise of this  Warrant,  the Company  shall secure the listing of
such shares of Common Stock upon each national  securities exchange or automated
quotation  system,  if any,  upon which  shares of Common  Stock are then listed
(subject to official notice of issuance upon exercise of this Warrant) and shall
maintain,  so long as any other shares of Common Stock shall so be listed,  such
listing  of all  shares of Common  Stock  from  time to time  issuable  upon the
exercise  of  this  Warrant;  and the  Company  shall  so list on each  national
securities  exchange or automated  quotation  system,  and shall  maintain  such
listing of, any other shares of capital  stock of the Company  issuable upon the
exercise of this Warrant if and so long as any shares of the same class shall be
listed on such national securities exchange or automated quotation system.


                                   ARTICLE III

                      Adjustment of Shares of Common Stock
                        Purchasable and of Exercise Price

                  The Exercise  Price and the number and kind of Warrant  Shares
shall be subject to  adjustment  from time to time upon the happening of certain
events as provided in this Article III.

         Section 3.01: Mechanical  Adjustments.  (a) If at any time prior to the
exercise of this  Warrant in full,  the Company  shall (i) declare a dividend or
make a  distribution  on the Common Stock payable in shares of its capital stock
(whether  shares of Common Stock or of capital stock of any other  class);  (ii)
subdivide,  reclassify or recapitalize  outstanding  Common Stock into a greater
number of shares;  (iii) combine,  reclassify or  recapitalize  its  outstanding
Common  Stock into a smaller  number of shares;  or (iv) issue any shares of its
capital  stock by  reclassification  of its  Common  Stock  (including  any such
reclassification  in connection  with a  consolidation  or a merger in which the
Company is the continuing corporation), the Exercise Price in effect at the time
of the record date of such  dividend,  distribution,  subdivision,  combination,
reclassification or recapitalization shall be adjusted so that the Warrantholder
shall be entitled to receive the aggregate  number and kind of shares which,  if
this Warrant had been  exercised  in full  immediately  prior to such event,  he
would have owned upon such  exercise  and been  entitled to receive by virtue of
such  dividend,  distribution,  subdivision,  combination,  reclassification  or
recapitalization.  Any adjustment  required by this  paragraph  3.01(a) shall be
made  successively  immediately after the record date, in the case of a dividend
or  distribution,  or  the  effective  date,  in  the  case  of  a  subdivision,
combination,  reclassification or recapitalization to allow the purchase of such
aggregate number and kind of shares.



                                       5
<PAGE>

                  (b)    If at any time after November 26, 1997 and prior to the
exercise of this Warrant in full, the Company shall (i) issue or sell any Common
Stock or Common Stock Equivalents without consideration or for consideration per
share (in cash, property or other assets) less than the current market price per
share on the date of such issuance or sale as defined in Section 3.01 (f) (other
than the issuance of any Common Stock or Common  Stock  Equivalents  pursuant to
the acquisition of Kwik International Color, Ltd., any options, warrants, rights
or other  agreements  in effect  prior to November  26,  1997,  or any  options,
warrants or rights issued pursuant to any employee benefit plans approved by the
Board or  shareholders)  (ii) fix a record date for the issuance of subscription
rights,  options or warrants to all holders of Common  Stock  entitling  them to
subscribe for or purchase Common Stock (or Common Stock  Equivalents) at a price
(or having an  exercise  or  conversion  price per share)  less than the current
market price of the Common Stock (as determined pursuant to Section 3.01 (f)) on
the record date  described  below,  the Exercise Price shall be adjusted so that
the Exercise Price shall equal the price  determined by multiplying the Exercise
Price in effect  immediately  prior to the date of such sale or issuance  (which
date in the  event of  distribution  to  shareholders  shall be deemed to be the
record date set by the Company to determine shareholders entitled to participate
in such  distribution)  by a fraction,  the  numerator of which shall be (i) the
number  of  shares  of  Common  Stock  outstanding  on the date of such  sale or
issuance,  plus (ii) the number of  additional  shares of Common Stock which the
aggregate consideration received by the Company upon such issuance or sale (plus
the  aggregate of any  additional  amount to be received by the Company upon the
exercise of such  subscription  rights,  options or warrants)  would purchase at
such current market price per share of the Common Stock;  and the denominator of
which shall be (i) the number of shares of Common Stock  outstanding on the date
of such issuance or sale,  plus (ii) the number of  additional  shares of Common
Stock  offered  for  subscription  or purchase  (or into which the Common  Stock
Equivalents so offered are exercisable or convertible). Any adjustments required
by this paragraph 3.01 (b) shall be made immediately after such issuance or sale
or record date, as the case may be. Such adjustments  shall be made successively
whenever  such event shall occur.  To the extent that shares of Common Stock (or
Common Stock Equivalents) are not delivered in connection with such subscription
rights,  options or warrants,  the  Exercise  Price shall be  readjusted  to the
Exercise Price which would then be in effect had the  adjustments  made upon the
issuance  of such  rights,  options  or  warrants  been  made  upon the basis of
delivery  of only the  number  of  shares  of  Common  Stock  (or  Common  Stock
Equivalents) actually delivered.

                  (c)    If at any time prior to the exercise of this Warrant in
full,  the  Company  shall  fix a  record  date  for the  issuance  or  making a
distribution to all holders of Common Stock (including any such  distribution to
be made in connection with a consolidation  or merger in which the Company is to
be the  continuing  corporation)  of  evidences of its  indebtedness,  any other
securities  of the Company or any cash,  property or other  assets  (excluding a
combination,  reclassification or  recapitalization  referred to in Section 3.01
(a),  regular  cash  dividends  or cash  distributions  paid out of net  profits
legally  available   therefor  and  in  the  ordinary  course  of  business  and
subscription  rights,  options  or  warrants  for Common  Stock or Common  Stock
Equivalents  (excluding  those  referred  to in  Section  3.01  (b))  (any  such
nonexcluded  event being herein called a "Special  Dividend"),  (i) the Exercise
Price shall be  decreased  immediately  after the record  date for such  Special
Dividend to a price  determined by multiplying the Exercise Price then in effect
by a fraction,  the numerator of which shall be the then current market price of
the Common  Stock (as defined in Section  3.01 (f)) on such record date less the
fair market value (as  determined  by the  Company's  Board of Directors) of the
evidences of  indebtedness,  securities  or property,  or other assets issued or
distributed in such Special Dividend  applicable to one share of Common Stock or
of such  subscription  rights,  options or warrants  applicable  to one share of
Common  Stock and the  denominator  of which shall be such then  current  market
price per share of Common Stock (as so determined) and (ii) the number of 


                                       6
<PAGE>

shares of Common Stock  subject to purchase  upon exercise of this Warrant shall
be  increased  to a number  determined  by  multiplying  the number of shares of
Common Stock subject to purchase  immediately  before such Special Dividend by a
fraction,  the  numerator  of  which  shall  be the  Exercise  Price  in  effect
immediately  before such Special  Dividend and the denominator of which shall be
the  Exercise  Price in effect  immediately  after such  Special  Dividend.  Any
adjustment  required  by this  paragraph  3.01 (c)  shall  be made  successively
whenever such a record date is fixed and in the event that such  distribution is
not so made, the Exercise Price shall again be adjusted to be the Exercise Price
that was in effect immediately prior to such record date.

                  (d)    If at any time prior to the exercise of this Warrant in
full, the Company shall make a  distribution  to all holders of the Common Stock
of stock of a subsidiary or securities  convertible into or exercisable for such
stock,  then in lieu of an  adjustment  in the  Exercise  Price or the number of
Warrant   Shares   purchasable   upon  the  exercise  of  this   warrant,   each
Warrantholder,  upon the  exercise  hereof at any time after such  distribution,
shall be entitled to receive from the Company,  such  subsidiary or both, as the
Company  shall   determine,   the  stock  or  other  securities  to  which  such
Warrantholder  would have been entitled if such Warrantholder had exercised this
Warrant immediately prior thereto, all subject to further adjustment as provided
in this Article III, and the Company shall reserve, for the life of the Warrant,
such securities of such subsidiary or other corporation; provided, however, that
no  adjustment  in  respect  of  dividends  or  interest  on such stock or other
securities shall be made during the term of this Warrant or upon its exercise.

                  (e)    Whenever the Exercise  Price  payable upon  exercise of
each Warrant is adjusted  pursuant to one or more of paragraphs (a), (b) and (c)
of this Section 3.01,  the Warrant  Shares shall  simultaneously  be adjusted by
multiplying  the number of Warrant  Shares  initially  issuable upon exercise of
each Warrant by the Exercise Price in effect on the date of such  adjustment and
dividing the product so obtained by the Exercise Price, as adjusted.

                  (f)    For the purpose of any  computation  under this Section
3.01,  the current  market  price per share of Common Stock at any date shall be
deemed to be the average of the daily closing prices for 20 consecutive  trading
days commencing 30 trading days before such date. The closing price for each day
shall be the last sale price regular way or, in case no such reported sales take
place on such day, the average of the last reported bid and asked prices regular
way, in either case on the principal national  securities  exchange on which the
Common  Stock is admitted to trading or listed,  or if not listed or admitted to
trading on any such exchange,  the representative  closing bid price as reported
by NASDAQ,  or other similar  organization if NASDAQ is no longer reporting such
information,  or if not so available, the fair market price as determined by the
Board of Directors of the Company.

                  (g)    No adjustment  in the Exercise  Price shall be required
unless  such  adjustment  would  require an increase or decrease of at least ten
cents ($.10) in such price;  provided,  however,  that any adjustments  which by
reason  of this  paragraph  (g) are not  required  to be made  shall be  carried
forward and taken into account in any subsequent  adjustment.  All  calculations
under this  Section  3.01 shall be made to the  nearest  cent or to the  nearest
one-hundredth of a share, as the case may be.  Notwithstanding  anything in this
Section 3.01 to the  contrary,  the Exercise  Price shall not be reduced to less
than  the  then  existing  par  value of the  Common  Stock  as a result  of any
adjustment made hereunder.

                  (h)    In the  event  that at any  time,  as a  result  of any
adjustment made pursuant to Section 3.01(a), the Warrantholder  thereafter shall
become  entitled to receive any shares of the Company  other


                                       7
<PAGE>

than Common Stock, thereafter the number of such other shares so receivable upon
exercise of any Warrant  shall be subject to  adjustment  from time to time in a
manner and on terms as nearly  equivalent as practicable to the provisions  with
respect to the Common Stock contained in Section 3.01(a).

                  (i)    In the case of an issue of  additional  Common Stock or
Common Stock  Equivalents  for cash, the  consideration  received by the Company
therefor, after deducting therefrom any discount or commission or other expenses
paid by the Company for any  underwriting  of, or otherwise in connection  with,
the issuance  thereof,  shall be deemed to be the amount received by the Company
therefor. The term "issue" shall include the sale or other disposition of shares
held by or on account of the Company or in the treasury of the Company but until
so sold or otherwise disposed of such shares shall not be deemed outstanding.

         Section  3.02:  Notice of  Adjustment.  Whenever  the number of Warrant
Shares or the Exercise Price is adjusted as herein  provided,  the Company shall
prepare and deliver forthwith to the  Warrantholder a certificate  signed by its
President, and by any Vice President,  Treasurer or Secretary, setting forth the
adjusted number of shares  purchasable upon the exercise of this Warrant and the
Exercise Price of such shares after such  adjustment,  a brief  statement of the
facts  requiring  such  adjustment and the  computation by which  adjustment was
made.

         Section  3.03:  No  Adjustment  for  Dividends.  Except as  provided in
Section 3.01 of this  Agreement,  no adjustment in respect of any cash dividends
paid by the Company  shall be made  during the term of this  Warrant or upon the
exercise of this Warrant.

         Section 3.04:  Preservation of Purchase Rights in Certain Transactions.
In case of any  reclassification,  capital  reorganization  or other  change  of
outstanding shares of Common Stock (other than a subdivision or a combination of
the  outstanding  Common  Stock and other  than a change in the par value of the
Common  Stock or in case of any  consolidation  or merger of the Company with or
into another  corporation  (other than a merger with a  subsidiary  in which the
Company is the  continuing  corporation  and said  merger does not result in any
reclassification,  capital  reorganization or other change of outstanding shares
of Common Stock of the class issuable upon exercise of this Warrant)) or in case
of any sale,  lease,  transfer  or  conveyance  to  another  corporation  of the
property  and  assets of the  Company  as an  entirety  or  substantially  as an
entirety, the Company shall, as a condition precedent to such transaction, cause
such  successor or purchasing  corporation,  as the case may be, to execute with
the Warrantholder an agreement  granting the Warrantholder the right thereafter,
upon payment of the Exercise Price in effect  immediately  prior to such action,
to receive upon exercise of this Warrant the kind and amount of shares and other
securities  and  property  which he would  have owned or have been  entitled  to
receive after the  happening of such  reclassification,  change,  consolidation,
merger, sale or conveyance had this Warrant been exercised  immediately prior to
such action.  Such  agreement  shall provide for  adjustments in respect of such
shares of stock and other  securities  and  property,  which  shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
III. In the event that in  connection  with any such  reclassification,  capital
reorganization,  change, consolidation,  merger, sale or conveyance,  additional
shares of Common Stock shall be issued in exchange, conversion,  substitution or
payment,  in whole or in part,  for, or of, a security of the Company other than
Common  Stock,  any such  issue  shall be  treated  as an issue of Common  Stock
covered by the  provisions  of Article III. The  provisions of this Section 3.04
shall similarly apply to successive  reclassification,  capital reorganizations,
consolidations, mergers, sales or conveyances.



                                       8
<PAGE>

         Section  3.05:  Form of  Warrant  After  Adjustments.  The form of this
Warrant need not be changed  because of any adjustments in the Exercise Price or
the number or kind of the Warrant Shares, and Warrants theretofore or thereafter
issued may  continue  to express the same price and number and kind of shares as
are stated in this Warrant, as initially issued.

         Section 3.06: Treatment of Warrantholder.  Prior to due presentment for
registration  of  transfer of this  Warrant,  the Company may deem and treat the
Warrantholder  as the  absolute  owner  of  this  Warrant  (notwithstanding  any
notation of ownership or other writing hereon) for all purposes and shall not be
affected by any notice to the contrary.

                                   ARTICLE IV

                            Other Provisions Relating
                           to Rights of Warrantholder

         Section  4.01:  No Rights as  Shareholders;  Notice to  Warrantholders.
Nothing  contained in this Warrant  shall be  construed as  conferring  upon the
Warrantholder  or his  or its  transferees  the  right  to  vote  or to  receive
dividends or to consent to or receive  notice as a shareholder in respect of any
meeting of  shareholders  for the  election of  directors  of the Company or any
other matter, or any other rights whatsoever as shareholders of the Company. The
Company shall give notice to the Warrantholder by registered mail if at any time
prior  to the  expiration  or  exercise  in  full  of the  Warrants,  any of the
following events shall occur:

                  (a)    the Company shall authorize the payment of any dividend
upon shares of Common Stock payable in any securities or authorize the making of
any distribution  (other than a cash dividend subject to the  parenthetical  set
forth in Section 3.01(c)) to all holders of Common Stock;

                  (b)    the Company shall authorize the issuance to all holders
of  Common  Stock of any  additional  shares of  Common  Stock or  Common  Stock
Equivalents  or of rights,  options or  warrants  to  subscribe  for or purchase
Common Stock or Common Stock  Equivalents or of any other  subscription  rights,
options or warrants;

                  (c)    a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation, merger, or sale or conveyance of
the property of the Company as an entirety or substantially as an entirety); or

                  (d)    a capital  reorganization  or  reclassification  of the
Common Stock (other than a subdivision or combination of the outstanding  Common
Stock and  other  than a change  in the par  value of the  Common  Stock) or any
consolidation or merger of the Company with or into another  corporation  (other
than  a  consolidation  or  merger  in  which  the  Company  is  the  continuing
corporation and that does not result in any reclassification or change of Common
Stock  outstanding)  or in the  case  of  any  sale  or  conveyance  to  another
corporation of the property of the Company as an entirety or substantially as an
entirety.

Such giving of notice shall be initiated  (i) at least 10 Business Days prior to
the date fixed as a record date or effective  date or the date of closing of the
Company's  stock  transfer  books  for  the  determination  of the  shareholders
entitled to such  dividend,  distribution  or  subscription  rights,  or for the
determination  of the  shareholders  entitled to vote on such  proposed  merger,
consolidation,  sale, conveyance,  dissolution,  


                                       9
<PAGE>

liquidation  or winding up. Such notice  shall  specify  such record date or the
date of closing the stock transfer books, as the case may be. Failure to provide
such notice shall not affect the validity of any action taken in connection with
such  dividend,   distribution  or  subscription  rights,  or  proposed  merger,
consolidation, sale, conveyance, dissolution, liquidation or winding up.

         Section 4.02: Lost, Stolen,  Mutilated or Destroyed  Warrants.  If this
Warrant is lost, stolen,  mutilated or destroyed, the Company may, on such terms
as to indemnity or otherwise as it may in its discretion impose (which shall, in
the case of a mutilated  Warrant,  include the surrender  thereof),  issue a new
Warrant of like denomination and tenor as and in substitution for this Warrant.


                                    ARTICLE V

                              Split-Up, Combination
                        Exchange and Transfer of Warrants

         Section 5.01: Split-Up, Combination, Exchange and Transfer of Warrants.
Subject to the provisions of Section 5.02 hereof,  this Warrant may be split up,
combined or exchanged for another Warrant or Warrants  containing the same terms
to purchase a like  aggregate  number of Warrant  Shares.  If the  Warrantholder
desires to split up,  combine  or  exchange  Warrants,  he or it shall make such
request in writing  delivered to the Company and shall  surrender to the Company
any Warrants to be so split up,  combined or exchanged.  Upon any such surrender
for a split up,  combination or exchange,  the Company shall execute and deliver
to the person entitled thereto a Warrant or Warrants,  as the case may be, as so
requested. The Company shall not be required to effect any split up, combination
or  exchange  which  will  result in the  issuance  of a Warrant  entitling  the
Warrantholder to purchase upon exercise a fraction of a share of Common Stock or
a fractional  Warrant.  The Company may require such  Warrantholder to pay a sum
sufficient  to cover  any tax or  governmental  charge  that may be  imposed  in
connection with any split up, combination or exchange of Warrants.

         Section 5.02:  Restrictions  on Transfer.  Neither this Warrant nor the
Warrant Shares may be disposed of or encumbered (any such action, a "Transfer"),
except (i) to CIBC  Oppenheimer  Corp.,  any  successor  to the business of such
company,  or any  officer  of  such  company,  or  (ii)  to any  underwriter  in
connection  with a Public  Offering of the Common  Stock,  provided (as to (ii))
that this Warrant is exercised upon such Transfer and the shares of Common Stock
issued upon such  exercise are sold by such  underwriter  as part of such Public
Offering and, as to both (i) and (ii),  only in  accordance  with and subject to
the provisions of the Securities Act and the rules and  regulations  promulgated
thereunder.  If at the time of a Transfer,  a  Registration  Statement is not in
effect to register this Warrant or the Warrant  Shares,  the Company may require
the  Warrantholder to make such  representations,  and may place such legends on
certificates  representing  this Warrant,  as may be reasonably  required in the
opinion  of  counsel  to  the  Company  to  permit  a  Transfer   without   such
registration.




                                       10
<PAGE>

                                   ARTICLE VI

                  Registration Under the Securities Act of 1933

         Section 6.01: Piggyback Registration.

                  (a)    Right to Include Registrable Securities. If at any time
or from time to time after November 26, 1998 and prior to the  Expiration  Date,
the Company  proposes to register any of its securities under the Securities Act
on any form for the  registration of securities  under such Act,  whether or not
for its own account (other than by a registration statement on Form S-8 or other
form which  does not  include  substantially  the same  information  as would be
required in a form for the general  registration  of  securities or would not be
available for the Registrable Securities) (a "Piggyback Registration"), it shall
as expeditiously as possible give written notice to all Holders of its intention
to do so and of such Holders'  rights under this Section  6.01.  Such rights are
referred to  hereinafter  as "Piggyback  Registration  Rights." Upon the written
request of any such Holder made within 20 days after  receipt of any such notice
(which request shall specify the Registrable  Securities intended to be disposed
of by such Holder), the Company shall include in the Registration  Statement the
Registrable  Securities  which the Company has been so  requested to register by
the Holders  thereof and the Company shall keep such  registration  statement in
effect and maintain compliance with each Federal and state law or regulation for
the  period  necessary  for such  Holder to effect  the  proposed  sale or other
disposition (but in no event for a period greater than 120 days).

                  (b)    Withdrawal of Piggyback Registration by Company. If, at
any time after giving written notice of its intention to register any securities
in a  Piggyback  Registration  but prior to the  effective  date of the  related
Registration  Statement,  the  Company  shall  determine  for any  reason not to
register  such  securities,  the  Company  shall  give  written  notice  of such
determination to each Holder and, thereupon, shall be relieved of its obligation
to  register  any  Registrable  Securities  in  connection  with such  Piggyback
Registration.  All best efforts  obligations of the Company  pursuant to Section
6.04 shall cease if the Company  determines to terminate prior to such effective
date any registration where Registrable Securities are being registered pursuant
to this Section 6.01.

                  (c)    Piggyback    Registration   of   Underwritten    Public
Offerings.  If a  Piggyback  Registration  involves  an  offering  by or through
underwriters,  then,  (i)  all  Holders  requesting  to have  their  Registrable
Securities  included in the  Company's  Registration  Statement  must sell their
Registrable  Securities to the underwriters  selected by the Company on the same
terms and conditions as apply to other selling  shareholders and (ii) any Holder
requesting  to  have  his  or  its  Registrable   Securities  included  in  such
Registration  Statement may elect in writing,  not later than five Business Days
prior to the  effectiveness  of the  Registration  Statement filed in connection
with  such  registration,  not to  have  his or its  Registrable  Securities  so
included in connection with such registration.

                  (d)    Payment  of   Registration   Expenses   for   Piggyback
Registration. The Company shall pay all Registration Expenses in connection with
each registration of Registrable  Securities  requested  pursuant to a Piggyback
Registration Right contained in this Section 6.01.

                  (e)    Priority  in  Piggyback  Registration.  If a  Piggyback
Registration involves an offering by or through underwriters,  the Company shall
not be required to include  Registrable  Shares therein if and to the extent the
underwriter  managing the offering reasonably believes in good faith and advises
each 


                                       11
<PAGE>

Holder  requesting  to have  Registrable  Securities  included in the  Company's
Registration  Statement that such inclusion would  materially  adversely  affect
such  offering;  provided  that  (i)  if  other  selling  shareholders  who  are
employees, officers, directors or other affiliates of the Company have requested
registration of securities in the proposed offering,  the Company will reduce or
eliminate such other selling  shareholders'  securities  before any reduction or
elimination  of Registrable  Securities;  (ii) any such reduction of elimination
(after  taking  into  account the effect of clause (i)) shall be pro rata to all
other  holders  of  the   securities  of  the  Company   exercising   "piggyback
registration  rights"  similar to those set forth  herein in  proportion  to the
respective  number of shares they have requested to be registered,  and (iii) in
such  event,  such  Holders may delay any  offering  by them of all  Registrable
Shares  requested  to be included (or that  portion of such  Registrable  Shares
eliminated for such period,  not to exceed 60 days, as the managing  underwriter
shall request) and the Company shall file such  supplements  and  post-effective
amendments and take such other action  necessary  under Federal and state law or
regulation  as may be necessary  to permit such  Holders to make their  proposed
offering for a period of 90 days following such period of delay.

         Section 6.02: Demand Registration.

                  (a)    Request for Registration. If, at any time subsequent to
November 26, 1997 and prior to the Expiration Date, any 51% Holders request that
the Company file a registration  statement under the Securities Act, the Company
as  soon as  practicable  shall  use its  best  efforts  to file a  registration
statement  with  respect to all Warrant  Shares that it has been so requested to
include  and  obtain the  effectiveness  thereof,  and to take all other  action
necessary  under any  Federal or state law or  regulation  to permit the Warrant
Shares that are then held and/or that may be acquired  upon the  exercise of the
Warrants  specified in the notices of the Holders or holders  thereof to be sold
or otherwise  disposed of, and the Company shall maintain such  compliance  with
each such Federal and state law and regulation for the period necessary for such
Holders or holders to effect the proposed sale or other  disposition  (but in no
event for more than 120 days); provided,  however, the Company shall be entitled
to defer  such  registration  for a period of up to 60 days if and to the extent
that its  Board of  Directors  shall  determine  that  such  registration  would
interfere with a pending corporate transaction.  The Company shall also promptly
give written notice to the Holder and the holders of any other  Warrants  and/or
the  holders  of any  Warrant  Shares who or that have not made a request to the
Company  pursuant to the  provisions of this  subsection (a) of its intention to
effect any required registration or qualification and shall use its best efforts
to effect as expeditiously as possible such registration or qualification of all
other such  Warrant  Shares that are then held and/or that may be acquired  upon
the exercise of the Warrants, the Holder or holders of which have requested such
registration or  qualification,  within 15 days after such notice has been given
by the Company,  as provided in the  preceding  sentence.  The Company  shall be
required to effect a registration or  qualification  pursuant to this subsection
(a) on one occasion only.

                  (b)    Payment   of    Registration    Expenses   for   Demand
Registration. The Company shall pay all Registration Expenses in connection with
the Demand Registration.

                  (c)    Selection of Underwriters.  If any Demand  Registration
is requested to be in the form of an  underwritten  offering,  CIBC  Oppenheimer
Corp.  shall be a managing  underwriter and the other managing  underwriters (if
any) and the  independent  pricer  required under the rules of the NASD (if any)
shall be  selected  and  obtained  by the  Holders of a majority  of the Warrant
Shares to be  registered.  Such  selection  shall be  subject  to the  Company's
consent, which consent shall not be unreasonably withheld. All fees and expenses
(other than Registration Expenses otherwise required to be paid) of any managing



                                       12
<PAGE>

underwriter,  any co-manager or any independent underwriter or other independent
pricer  required  under  the  rules  of the  NASD  shall  be  paid  for by  such
underwriters or by the Holders or holders whose shares are being registered.  If
CIBC  Oppenheimer  Corp.  should decline to serve as managing  underwriter,  the
Holders of a majority  of the  Warrant  Shares to be  registered  may select and
obtain one or more managing underwriters. Such selection shall be subject to the
Company's consent, which consent shall not be unreasonably withheld.

         Section 6.03: Buy-outs of Registration  Demand. In lieu of carrying out
its obligations to effect a Piggyback Registration or Demand Registration of any
Registrable  Securities  pursuant to this  Article VI, the Company may carry out
such  obligation  by  offering  to  purchase  and  purchasing  such  Registrable
Securities  requested to be  registered at an amount in cash equal to 95% of the
difference  between  (a) the last sale price of the Common  Stock on the day the
request for  registration  is made and (b) the Exercise  Price in effect on such
day.

         Section 6.04: Registration  Procedures.  If and whenever the Company is
required to use its best efforts to take action pursuant to any Federal or state
law or regulation to permit the sale or other  disposition of any Warrant Shares
that are then held or that may be acquired  upon  exercise of the  Warrants,  in
order to effect or cause the  registration of any Registrable  Securities  under
the  Securities  Act as provided  in this  Article  VI, the  Company  shall,  as
expeditiously as practicable:

                  (a)    furnish   to  each   selling   Holder  of   Registrable
Securities and the  underwriters,  if any, without charge, as many copies of the
Registration  Statement,  the  Prospectus or the  Prospectuses  (including  each
preliminary  prospectus)  and any  amendment or  supplement  thereto as they may
reasonably request;

                  (b)    enter into such  agreements  (including an underwriting
agreement)  and take all such other  actions  reasonably  required in connection
therewith in order to expedite or facilitate the disposition of such Registrable
Securities and in such connection,  if the registration is in connection with an
underwritten  offering  (i) make  such  representations  and  warranties  to the
underwriters  in such  form,  substance  and  scope as are  customarily  made by
issuers to underwriters  in  underwritten  offerings and confirm the same if and
when  requested;  (ii)  obtain  opinions  of counsel to the  Company and updates
thereof  (which  counsel and  opinions  in form,  scope and  substance  shall be
reasonably  satisfactory to the underwriters)  addressed to the underwriters and
the Holders covering the matters  customarily  covered in opinions  requested in
underwritten  offerings and such other matters as may be reasonably requested by
such underwriters;  (iii) obtain "cold comfort" letters and updates thereof from
the Company's  accountants  addressed to the underwriters  such letters to be in
customary  form and to cover  matters of the type  customarily  covered in "cold
comfort" letters to underwriters and the Holders in connection with underwritten
offerings;  (iv) set forth in full, in any underwriting  agreement entered into,
the  indemnification  provisions  and  procedures  of Section  6.05  hereof with
respect to all  parties to be  indemnified  pursuant  to said  Section;  and (v)
deliver such documents and  certificates  as may be reasonably  requested by the
underwriters to evidence compliance with clause (i) above and with any customary
conditions  contained in the underwriting  agreement or other agreement  entered
into by the  Company;  the  above  shall  be done at  each  closing  under  such
underwriting or similar agreement or as and to the extent required thereunder;

                  (c)    make   available   for   inspection   by  one  or  more
representatives  of the  Holders  of  Registrable  Securities  being  sold,  any
underwriter participating in any disposition pursuant to such 


                                       13
<PAGE>

registration,  and any  attorney  or  accountant  retained  by such  Holders  or
underwriter,  all financial and other records, pertinent corporate documents and
properties  of the Company,  and cause the  Company's  officers,  directors  and
employees  to  supply  all   information   reasonably   requested  by  any  such
representatives in connection with such;

                  (d)    otherwise  use its  best  efforts  to  comply  with all
applicable Federal and state  regulations;  and take such other action as may be
reasonably  necessary  or  advisable  to enable  each such  Holder and each such
underwriter  to  consummate  the sale or  disposition  in such  jurisdiction  or
jurisdiction,  in which any such Holder or underwriter shall have requested that
the Registrable Securities be sold.

Except as  otherwise  provided in this  Agreement,  the Company  shall have sole
control in connection with the  preparation,  filing,  withdrawal,  amendment or
supplementing of each Registration Statement, the selection of underwriters, and
the  distribution of any  preliminary  prospectus  included in the  Registration
Statement,  and may include  within the coverage  thereof  additional  shares of
Common Stock or other  securities  for its own account or for the account of one
or more of its other security holders;

                  Each  seller  of  Registrable   Securities  as  to  which  any
registration  is being  effected  shall furnish to the Company such  information
regarding the distribution of such securities and such other  information as may
otherwise be required by the Securities Act to be included in such  Registration
Statement.

         Section 6.05:     Indemnification.

                  (a)    Indemnification  by Company.  In  connection  with each
Registration  Statement relating to disposition of Registrable  Securities,  the
Company shall  indemnify and hold harmless each Holder and each  underwriter  of
Registrable  Securities  and each Person,  if any,  who controls  such Holder or
underwriter  (within the meaning of Section 15 of the  Securities Act or Section
20 of the  Exchange  Act)  against  any  and all  losses,  claims,  damages  and
liabilities, joint or several (including any reasonable investigation, legal and
other expenses incurred in connection with, and any amount paid in settlement of
any action, suit or proceeding or any claim asserted),  to which they, or any of
them,  may become  subject under the  Securities  Act, the Exchange Act or other
Federal or state law or regulation, at common law or otherwise,  insofar as such
losses, claims, damages or liabilities arise out of or are based upon any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
Registration  Statement,  Prospectus or preliminary  prospectus or any amendment
thereof or supplement thereto, or arise out of or are based upon any omission or
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading;  provided,  however,
that such indemnity  shall not inure to the benefit of any Holder or underwriter
(or any Person  controlling  such  Holder or  underwriter  within the meaning of
Section 15 of the  Securities  Act or Section 20 of the Exchange Act) on account
of any  losses,  claims,  damages  or  liabilities  arising  from  the  sale  of
Registrable  Securities if such untrue  statement or omission or alleged  untrue
statement or omission was made in such  Registration  Statement,  Prospectus  or
preliminary prospectus, or such amendment or supplement, in reliance upon and in
conformity with information furnished in writing to the Company by the Holder or
underwriter  specifically  for use  therein.  The Company  shall also  indemnify
selling brokers,  dealer managers and similar securities industry  professionals
participating in the distribution,  their officers and directors and each Person
who controls  such Persons  (within the meaning of Section 15 of the  Securities
Act or Section 20 of the Exchange Act) to the same extent as provided above with
respect to the  indemnification  of the Holders of  Registrable  


                                       14
<PAGE>

Securities,  if requested.  This indemnity agreement shall be in addition to any
liability which the Company may otherwise have.

                  (b)    Indemnification  by  Holder.  In  connection  with each
Registration  Statement,  each Holder shall indemnify, to the same extent as the
indemnification  provided by the Company in Section  6.05(a),  the Company,  its
directors and each officer who signs the Registration  Statement and each Person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange  Act) but only  insofar as such  losses,  claims,
damages and liabilities  arise out of or are based upon any untrue  statement or
omission  or  alleged  untrue  statement  or  omission  which  was  made  in the
Registration  Statement,   the  Prospectus  or  preliminary  prospectus  or  any
amendment thereof or supplement thereto, in reliance upon and in conformity with
information  furnished in writing by such Holder to the Company specifically for
use  therein.  In no  event  shall  the  liability  of  any  selling  Holder  of
Registrable  Securities hereunder be greater in amount than the dollar amount of
the gross  proceeds  received by such  Holder  upon the sale of the  Registrable
Securities giving rise to such indemnification  obligation. The Company shall be
entitled to receive  indemnities  from  underwriters,  selling  brokers,  dealer
managers and similar  securities  industry  professionals  participating  in the
distribution,  to the same extent as provided above, with respect to information
so  furnished  in writing by such  Persons  specifically  for  inclusion  in any
Prospectus,  Registration  Statement or preliminary  prospectus or any amendment
thereof or supplement thereto.

                  (c)    Conduct of  Indemnification  Procedure.  Any party that
proposes to assert the right to be indemnified  hereunder  will,  promptly after
receipt of notice of commencement of any action, suit or proceeding against such
party in respect of which a claim is to be made against an indemnifying party or
parties  under  this  Section,  notify  each  such  indemnifying  party  of  the
commencement of such action, suit or proceeding,  enclosing a copy of all papers
served. No  indemnification  provided for in Section 6.05(a) or 6.05(b) shall be
available to any party who shall fail to give notice as provided in this Section
6.05(c) if the party to whom notice was not given was unaware of the  proceeding
to which such notice  would have  related and was  prejudiced  by the failure to
give such notice,  but the omission so to notify such indemnifying  party of any
such action,  suit or proceeding shall not relieve it from any liability that it
may have to any indemnified  party for contribution or otherwise than under this
Section.  In case any such action,  suit or proceeding  shall be brought against
any  indemnified  party  and it  shall  notify  the  indemnifying  party  of the
commencement  thereof,  the indemnifying  party shall be entitled to participate
in, and, to the extent that it shall wish,  jointly with any other  indemnifying
party  similarly  notified,   to  assume  the  defense  thereof,   with  counsel
satisfactory to such  indemnified  party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof
and the  approval by the  indemnifying  party to such  indemnified  party of its
election so to assume the defense  thereof and the  approval by the  indemnified
party of such  counsel,  the  indemnifying  party  shall  not be  liable to such
indemnified party for any legal or other expenses,  except as provided below and
except for the reasonable costs of investigation  subsequently  incurred by such
indemnified party in connection with the defense thereof.  The indemnified party
shall have the right to employ its counsel in any such action,  but the fees and
expenses  of such  counsel  shall be at the  expense of such  indemnified  party
unless  (i) the  employment  of  counsel  by such  indemnified  party  has  been
authorized in writing by the indemnifying  parties,  (ii) the indemnified  party
shall have reasonably concluded that there may be a conflict of interest between
the indemnifying parties and the indemnified party in the conduct of the defense
of such action (in which case the indemnifying  parties shall not have the right
to direct the  defense  of such  action on behalf of the  indemnified  party) or
(iii) the  indemnifying  parties shall not have  employed  counsel to assume the
defense of such action within a reasonable time after notice of the commencement
thereof, in each of 


                                       15
<PAGE>

which  cases the fees and  expenses  of counsel  shall be at the  expense of the
indemnifying  parties.  An  indemnifying  party  shall  not be  liable  for  any
settlement of any action, suit, proceeding or claim effected without its written
consent.

                  (d)    Contribution.  In  connection  with  each  Registration
Statement  relating  to  the  disposition  of  Registrable  Securities,  if  the
indemnification  provided  for in  subsection  (a) hereof is  unavailable  to an
indemnified  party  thereunder  in respect  of any  losses,  claims,  damages or
liabilities referred to therein, then the Company shall, in lieu of indemnifying
such  indemnified  party,  contribute  to the  amount  paid or  payable  by such
indemnified  party as a result of such losses,  claims,  damages or liabilities.
The amount to be contributed by the Company  hereunder  shall be an amount which
is in the same  proportionate  relationship  to the total amount of such losses,
claims,  damages or  liabilities  as the total net  proceeds  from the  offering
(before  deducting  expenses) of the Registrable  Securities  bears to the total
price to the public (including  underwriters' discounts) for the offering of the
Registrable Securities covered by such registration.



                  (e)    Specific  Performance.   The  Company  and  the  Holder
acknowledge that remedies at law for the enforcement of this Section 6.05 may be
inadequate and intend that this Section 6.05 shall be specifically enforceable.

                                   ARTICLE VII

                                  Other Matters

         Section 7.01: Amendments  and Waivers.  The provisions of this Warrant,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waiver or consents to departures  from the provisions  hereof
may not be given unless the Company has obtained the written  consent of holders
of at least a majority of the outstanding Registrable Securities.  Holders shall
be bound by any consent  authorized by this Section whether or not  certificates
representing  such  Registrable  Securities  have been marked to  indicate  such
consent.

         Section 7.02: Counterparts.  This Warrant may be executed in any number
of  counterparts  and by the parties  hereto in separate  counterparts,  each of
which so  executed  shall be deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

         Section 7.03: Governing  Law. This  Warrant  shall  be  governed by and
construed in accordance with the laws of the State of New York.

         Section 7.04: Severability.  In  the  event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held   invalid,   illegal  or   unenforceable,   the   validity,   legality  and
enforceability  of  any  such  provisions  in  every  other  respect  and of the
remaining provisions contained herein shall not be affected or impaired thereby.

         Section 7.05: Attorneys' Fees.  In any action or proceeding  brought to
enforce  any  provisions  of this  Warrant,  or where any  provisions  hereof or
thereof is validly asserted as a defense, the successful party 


                                       16
<PAGE>

shall be entitled to recover  reasonable  attorneys' fees and  disbursements  in
addition to its costs and expenses and any other available remedy.

         Section 7.06: Computations of Consent. Whenever the consent or approval
of Holders of a  specified  percentage  of  Registrable  Securities  is required
hereunder,  Registrable  Securities held by the Company or its affiliates (other
than the  Warrantholder  or  subsequent  Holders  if they are  deemed to be such
affiliates  solely by reason of their holdings of such  Registrable  Securities)
shall not be counted in  determining  whether such consent or approval was given
by the Holders of such required percentage.

         Section 7.07: Notice. Any notices or certificates by the Company to the
Holder and by the Holder to the Company shall be deemed  delivered if in writing
and delivered in person or by registered mail (return receipt  requested) to the
Holder  addressed  to him or  her  in  care  of  CIBC  Oppenheimer  Corp.,  CIBC
Oppenheimer  Tower,  World Financial Center, New York, New York 10281 or, if the
Holder has designated,  by notice in writing to the Company,  any other address,
to such other address,  and if to the Company,  addressed to it at 545 West 45th
Street, New York, NY 10036. The Company may change its address by written notice
to the Holder and the Holder may change his or its address by written  notice to
the Company.

                  IN WITNESS WHEREOF, this Warrant has been duly executed by the
Company under its corporate seal as of the 26th day of November, 1997.




                                        UNIDIGITAL INC.



                                        By:/s/ William E. Dye
                                           -------------------------------------
                                           William E. Dye
                                           President and Chief Executive Officer



Attest:
       -------------------------------------
       Secretary




<PAGE>





                                   ASSIGNMENT

(To be executed only upon assignment of Warrant Certificate)

                  For value received,                     hereby sells,  assigns
and transfers unto                   the within  Warrant  Certificate,  together
with  all  right,  title  and  interest  therein,  and does  hereby  irrevocably
constitute  and  appoint                    attorney,  to  transfer said Warrant
Certificate on the books of the within-named  Company with respect to the number
of Warrants set forth below, with full power of substitution in the premises:


                  Name (s) of
                  Assignees (s)             Address           No. of Warrants
                  -------------             -------           ---------------






And if said number of Warrants shall not be all the Warrants  represented by the
Warrant  Certificate,  a new Warrant  Certificate is to be issued in the name of
said undersigned for the balance  remaining of the Warrants  represented by said
Warrant Certificate

Dated:                     , 19
      ---------------------    ---


                                        ----------------------------------------
                                        Note: The above signature should
                                        correspond exactly with the name on 
                                        the face of this Warrant Certificate.


<PAGE>





                                SUBSCRIPTION FORM
                    (To be executed upon exercise of Warrant
                        pursuant to Section 2.02 (a) (i))

                  The  undersigned  hereby  irrevocably  elects to exercise  the
right of purchase  represented  by the within  Warrant  Certificate  for, and to
purchase thereunder        shares of Common Stock, as provided for therein,  and
tenders  herewith payment of the purchase price in full in the form of cash or a
certified or official bank check in the amount of $                    .

                  Please issue a  certificate  or  certificates  for such Common
Stock in the name of:

                       Name
                           -----------------------------------------------------
                           (Please  Print  Name,  Address  and  Social  Security
                            Number)



                                    Signature


NOTE:      The above signature should respond exactly with the name on the first
           page of this  Warrant  Certificate  or with the name of the  assignee
           appearing in the assignment form below.


           And if said number of shares shall not be all the shares  purchasable
under the within Warrant Certificate,  a new Warrant Certificate is to be issued
in the  name of  said  undersigned  for  the  balance  remaining  of the  shares
purchasable thereunder rounded up to the next higher number of shares.


<PAGE>





                             CASHLESS EXERCISE FORM

                    (To be executed upon exercise of Warrant
                       pursuant to Section 2.02 (a) (ii))

                  The  undersigned  hereby  irrevocably  elects to Exchange  its
Warrant  for such  shares of Common  Stock  pursuant  to the  Cashless  Exercise
provisions of the within  Warrant  Certificate,  as provided for in Section 2.02
(a) (ii) of such Warrant Certificate.

                  Please issue a  certificate  or  certificates  for such Common
Stock in the name of:

                       Name
                           -----------------------------------------------------
                           (Please  Print  Name,  Address  and  Social  Security
                            Number)



                       Signature
                                ------------------------------------------------

NOTE:      The above signature  should  correspond  exactly with the name on the
           first  page of this  Warrant  Certificate  or  with  the  name of the
           assignee appearing in the assignment form below.


           And if said number of shares shall not be all the shares exchangeable
or purchasable under the within Warrant  Certificate,  a new Warrant Certificate
is to be issued in the name of the undersigned for the balance  remaining of the
shares purchasable rounded up to the next higher number of shares.