THIRD WAIVER AND AMENDMENT AGREEMENT (this "Waiver "Agreement") dated as of
December 12, 1997 by and among  Unidigital  Elements  (NY),  Inc.,  Unison (NY),
Inc., Unidigital Elements (SF), Inc. and Unison (MA), Inc.,  (collectively,  the
"Borrowers"),  Unidigital Inc. (the  "Company"),  and The Chase  Manhatttan Bank
(the  "Lender").  Terms used herein as defined terms and not  otherwise  defined
herein shall have the meanings  given thereto in that certain  Credit  Agreement
dated as of April 3,  1997 by and  between  the  Borrowers  and the  Lender,  as
amended by that Waiver and Amendment  Agreement  dated as of July 1, 1997 by and
between such parties, and as further amended by that Second Waiver and Amendment
Agreement dated as of October 1, 1997 by and between such parties.

     WHEREAS,  the  Borrowers  and the  Company  have for the fiscal year and/or
fiscal  quarter  ended August 31, 1997  suffered to exist  violations  of Credit
Agreement:  (i) Section 6.06(a) (in that the Capital Expenditures for the fiscal
year ended August 31, 1997 of $3,077,000 reported to Lender by Borrowers and the
Company exceed the limit in such covenant of  $2,500,000);  (ii)  6.06(b)(i) (in
that the ratio of 0.95 to 1.00 of  Consolidated  Current Assets to  Consolidated
Current Liabilities for the fiscal quarter ended August 31, 1997 reported to the
Lender by the  Borrowers and the Company was less than the ratio of 1.10 to 1.00
required  under such covenant for such period);  and (iii) Section  6.06(b)(iii)
(in that the  Consolidated  Debt Service  Coverage Ratio of 0.56 to 1.00 for the
fiscal year ended August 31, 1997  reported to the Lender by the  Borrowers  and
the  Company was less than the ratio of 1.25 to 1.00 for such period as required
by such covenant); and

     WHEREAS,  the Lender is  willing to waiver  such  violation  or  violations
subject to the terms and conditions hereof;

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

     1. The Lender  hereby  waives the  aforesaid  violations  of the  aforesaid
covenants  of the Credit  Agreement by the  Borrowers  and the Company (but such
waiver shall extend  solely to the  violation of such  covenants for the periods
hereinabove described and not to any subsequent fiscal year or fiscal quarter as
appropriate).

     2. The Company and the Borrowers  agree,  jointly and severally,  to pay to
the Lender within 30 days from the date hereof,  a waiver fee of $10,000,  which
amount shall not be a credit against any other amounts now or hereafter owing by
any of them to Lender.  Each of the Borrowers and the Company hereby consents to
debits or  charges  by the Lender of such  amount in the  aggregate  from any of
their accounts with Lender which Lender may select in its sole  discretion  (but
Lender's  failure to make any such  charges  or debits  shall not  constitute  a
defense to, or otherwise  excuse the  liability of Borrowers  and the Company to
pay such fee within such 30 day period).

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

     4. The Credit  Agreement as  heretofore  amended shall remain in full force
and  effect,  and the  Credit  Agreement  as so amended  is hereby  ratified  an
confirmed by the Borrowers and the Company.

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


<PAGE>

     6. Each  Borrower  and the Company  hereby  represents  and warrants to the
Lender that,  after given effect to this Waiver,  no Default or Event of Default
has occurred and is continuing as of the date hereof under the Credit Agreement.

     7. Each of the Borrowers and the Company hereby  warrants and represents to
the Lender that this  Waiver  Agreement  has been  authorized  by all  necessary
corporate  and  shareholder  action  and  will not  conflict  with,  violate  or
constitute  a default  under their any of charters,  by-laws or any  agreements,
instruments or other documents to which they or any one of them is a party or by
which  any of their  assets  are  bound  and that the same does not and will not
violate any applicable laws or regulations.

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

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

                                   THE CHASE MANHATTAN BANK


                                   By:/s/ Eugene Ward
                                      -----------------------------------
                                      Name:  Eugene Ward
                                      Title:  Vice President

                                    UNIDIGITAL ELEMENTS (NY), INC.


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



                                     - 2 -
<PAGE>

                                   UNISON (NY), INC.


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

                                   UNIDIGITAL ELEMENTS (SF), INC.


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

                                   UNISON (MA), INC.


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

                                   UNIDIGITAL INC.


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


                                     - 3 -