SUBORDINATED PROMISSORY NOTE



$__________                                                   ____________, 1997


         FOR VALUE RECEIVED, the undersigned, Unidigital Inc., a Delaware
corporation (the "Obligor"), hereby promises to pay to the order of ____________
_____ (the "Holder"), the principal sum of ___________________ Dollars
($________) payable as set forth below. The Obligor also promises to pay to the
order of the Holder interest on the principal amount hereof at a rate per annum
equal to (i) ten percent (10%) for the six-month period commencing on the date
hereof; (ii) eleven percent (11%) for the six-month period commencing on the day
immediately following the six-month anniversary of the date hereof; and (iii)
twelve percent (12%) commencing on the day immediately following the first
anniversary of the date hereof, which interest shall be payable at such time as
the principal is due hereunder. Interest shall be calculated on the basis of a
year of 365 days and for the number of days actually elapsed. Any amounts of
interest and principal not paid when due shall bear interest at the maximum rate
of interest allowed by applicable law. The payments of principal and interest
hereunder shall be made in coin or currency of the United States of America
which at the time of payment shall be legal tender therein for the payment of
public and private debts.

         This Note shall be subject to the following additional terms and
conditions:

         1.  Payments.  Principal shall be payable on the earlier of (i) ______
             __, ___ or (ii) the date on which the Obligor consummates an
             underwritten public offering in an amount sufficient to pay all
             amounts due and owing to the Holder under this Note. In the event
             that any payment to be made hereunder shall be or become due on a
             Saturday, Sunday or any other day which is a legal bank holiday
             under the laws of the State of New York, such payment shall be or
             become due on the next succeeding business day. The rights of the
             Holder of this Note to receive payment of any principal or interest
             hereon is subject and subordinate to the prior payment of the
             principal of, and the interest and all other amounts (now or
             hereafter accruing or due) on, all indebtedness of the Obligor
             and/or its subsidiaries (whether now or hereafter existing or owed)
             to The Chase Manhattan Bank, whether such indebtedness is now
             outstanding or subsequently incurred, whether secured or unsecured,
             and any deferrals, renewals or extensions of such indebtedness, and
             to any notes or other evidences of such indebtedness and to any
             guarantees of such indebtedness (in the case of guarantees by the
             Obligor of indebtedness of any of its subsidiaries to said bank)
             (collectively, the "Senior Indebtedness"). No payments shall be
             made hereunder if the Obligor (or any of its subsidiaries) is in
             default under any of the Senior Indebtedness or if a payment
             hereunder would result in such a default and the Holder shall
             receive any payments prohibited hereby in trust for The Chase
             Manhattan Bank. Without limiting the foregoing, upon the occurrence
             of a default under this Note, no amount shall be paid by the
             Obligor hereon unless and until the principal of, and interest and
             other amounts then owing on, all Senior Indebtedness is paid in
             full.


<PAGE>

         2.  Prepayment.  The Obligor shall have the right at any time to 
             prepay the principal hereof in whole or in part, without premium or
             penalty, provided that interest on the principal hereof to be so
             prepaid, accrued to the date of such prepayment, shall be paid
             concurrently therewith.

         3.  Put Option.  Subject to the provisions of Section 1 hereof, at any
             time after the first anniversary of the date hereof, the Holder
             shall have the right and option (but not the obligation) to require
             that the Obligor repay the principal hereof in whole, together with
             all interest accrued thereon, without premium or penalty (the "Put
             Option"). In the event that the Holder exercises the Put Option,
             the Obligor shall, subject to the provisions of Section 1 hereof,
             pay all amounts due and owing to the Holder under this Note within
             thirty (30) days of receipt of notice that the Holder has exercised
             the Put Option.

         4.  No Waiver.  No failure or delay by the Holder in exercising any
             right, power or privilege under this Note shall operate as a waiver
             thereof nor shall any single or partial exercise thereof preclude
             any other or further exercise thereof or the exercise of any other
             right, power or privilege. The rights and remedies herein provided
             shall be cumulative and not exclusive of any rights or remedies
             provided by law. No course of dealing between the Obligor and the
             Holder shall operate as a waiver of any rights by the Holder.

         5.  Waiver of Presentment and Notice of Dishonor.  The Obligor and all
             endorsers, guarantors and other parties that may be liable under
             this Note hereby waive presentment, notice of dishonor, protest and
             all other demands and notices in connection with the delivery,
             acceptance, performance or enforcement of this Note.

         6.  Place of Payment.  All payments of principal of this Note and the
             interest due thereon shall be made at _______ or at such other 
             place as the Holder may from time to time designate in writing.

         7.  Events of Default.  The entire unpaid principal amount of this
             Note and the interest due thereon shall, at the option of the
             Holder exercised by written notice to the Obligor, forthwith become
             and be due and payable, without presentment, demand, protest or
             other notice of any kind, all of which are hereby expressly waived,
             if any one or more of the following events (herein called "Events
             of Default") shall have occurred (for any reason whatsoever and
             whether such happening shall be voluntary or involuntary or come
             about or be effected by operation of law or pursuant to or in
             compliance with any judgment, decree or order of any court or any
             order, rule or regulation of any administrative or governmental
             body) and be continuing at the time of such notice, that is to say:

             a)   if default shall be made in the due and punctual payment of 
                  the principal of this Note and the interest due thereon when 
                  and as the same shall

                                      -2-

<PAGE>

                  become due and payable, whether at maturity, or by
                  acceleration or otherwise, and such default shall have 
                  continued for a period of five days;

             b)   if the Obligor shall:

                  (i)      admit in writing its inability to pay its debts 
                           generally as they become due;

                  (ii)     file a petition in bankruptcy or a petition to take
                           advantage of any insolvency act;

                  (iii)    make an assignment for the benefit of creditors;

                  (iv)     consent to the appointment of a receiver of the whole
                           or any substantial part of his property;

                  (v)      on a petition in bankruptcy filed against him, be 
                           adjudicated a bankrupt; or

                  (vi)     file a petition or answer seeking reorganization or 
                           arrangement under the Federal bankruptcy laws or any 
                           other applicable law or statute of the United States 
                           of America or any State, district or territory 
                           thereof;

             c)   if a court of competent jurisdiction shall enter an order, 
                  judgment, or decree appointing, without the consent of the
                  Obligor, a receiver of the whole or any substantial part of
                  Obligor's property, and such order, judgment or decree shall
                  not be vacated or set aside or stayed within 90 days from the
                  date of entry thereof; and

             d)   if, under the provisions of any other law for the relief or 
                  aid of debtors, any court of competent jurisdiction shall
                  assume custody or control of the whole or any substantial part
                  of Obligor's property and such custody or control shall not be
                  terminated or stayed within 90 days from the date of
                  assumption of such custody or control.

         8.  Remedies.  In case any one or more of the Events of Default 
             specified in Section 7 hereof shall have occurred and be
             continuing, the Holder may proceed to protect and enforce its
             rights either by suit in equity and/or by action at law, whether
             for the specific performance of any covenant or agreement contained
             in this Note or in aid of the exercise of any power granted in this
             Note, or the Holder may proceed to enforce the payment of all sums
             due upon this Note or to enforce any other legal or equitable right
             of the Holder; provided, however, that the Holder shall not proceed
             to protect and enforce its rights hereunder in the event that an
             event of default has occurred, and is continuing, under any of the
             Senior Indebtedness.

                                      -3-

<PAGE>

         9.  Severability.  In the event that one or more of the provisions of
             this Note shall for any reason be held invalid, illegal or
             unenforceable in any respect, such invalidity, illegality or
             unenforceability shall not affect any other provision of this Note,
             but this Note shall be construed as if such invalid, illegal or
             unenforceable provision had never been contained herein.

         10. Governing Law.  This Note and the rights and obligations of the 
             Obligor and the Holder shall be governed by and construed in
             accordance with the laws of the State of New York.

         11. Unsecured Obligations.  The Holder hereby acknowledges that the 
             obligations of the Obligor hereunder are unsecured.

         IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
and delivered on the date first written above.


                                               UNIDIGITAL INC.


                                               ---------------------------------
                                               By: William E. Dye
                                                   President

                                      -4-

<PAGE>


                              SCHEDULE OF HOLDERS
                              -------------------

                                                Principal              Number of
                  Holder                      Amount of Note            Warrants
                  ------                      --------------           ---------
CRM - 1997 Enterprise Fund LLC                $  200,000                 20,000

CRM - Eurycleia, L.P.                            200,000                 20,000

CRM - U.S. Value Fund Ltd.                       200,000                 20,000

CRM - EFO Partners, L.P.                         200,000                 20,000

Ladd Equity Partners                             170,000                 17,000

CRM - EFO                                        100,000                 10,000

William A. Buik                                  100,000                 10,000

Dr. Eric Katz                                    100,000                 10,000

Jeffrey Leiderman c/o Ashley
Leiderman UGMA                                    50,000                  5,000

Marvin Eisenstadt                                 50,000                  5,000

Harvey Ginsberg & Co.                             30,000                  3,000
                                              ----------                -------
                               TOTAL:         $1,400,000                140,000
                                              ==========                =======