GUARANTY


                                                                    May 12, 1999


Fleet Bank, N.A.
1185 Avenue of the Americas
New York, New York 10036

            Re:   Unidigital Inc. ("Borrower")
                  ----------------------------

Gentlemen:

      Fleet Bank, N.A., as  Administrative  Agent for itself and ratably for the
benefit  of the  Lender  Parties  and Hedge  Banks  (as  defined  in the  Credit
Agreement,  and hereafter  referred to as the  "Lenders")  (the  "Administrative
Agent"), and Borrower have entered into certain financing arrangements, pursuant
to which the Lenders may make loans and  advances  and provide  other  financial
accommodations  to Borrower as set forth in the Credit  Agreement,  of even date
hereof, by and among Borrower,  the Administrative Agent and the Lenders (as the
same now exists or may hereafter be amended, modified,  supplemented,  extended,
renewed,  restated  or  replaced,  the "Credit  Agreement"),  and the other Loan
Documents (as defined in the Credit Agreement).

      Due to the close business and financial relationships between Borrower and
each and all of the undersigned  (individually and collectively,  "Guarantors"),
in  consideration  of the  benefits  which will accrue to  Guarantors  and as an
inducement for and in consideration of the Lenders making loans and advances and
providing  other  financial  accommodations  to Borrower  pursuant to the Credit
Agreement and the other Loan  Documents,  each of the Guarantors  hereby jointly
and  severally  agrees in favor of the  Administrative  Agent and the Lenders as
follows:


      1.  Guaranty.
          --------

            (a) Each of the Guarantors  absolutely and unconditionally,  jointly
and severally,  guarantees and agrees to be liable for the full and indefeasible
payment and performance when due of the following (all of which are collectively
referred  to  herein  as  the  "Guaranteed   Obligations"): (i) all obligations,
liabilities and indebtedness of any kind,  nature and description of Borrower to
the Administrative Agent, and/or the Lenders and/or their respective affiliates,
including  principal,  interest,  charges,  fees,  costs and  expenses,  however
evidenced,  whether as  principal,  surety,  endorser,  guarantor or  otherwise,
whether arising under the Credit Agreement, the other Loan Documents,  including
all obligations  under any Hedge Agreements (as defined in the Credit Agreement)
or other hedging  agreements,  or  otherwise,  whether now existing or hereafter
arising, whether arising before, during or after the initial or any renewal term
of the Credit  Agreement or after the  commencement  of any case with respect to
Borrower  under  the  United  States  Bankruptcy  Code  or any  similar  statute
(including, without limitation, the payment of interest and other amounts, which
would accrue and become due but for the  commencement  of such case,  whether or
not such  amounts are allowed or  allowable in whole or in part in any such case
and including loans,  interest,  fees,  charges and expenses related thereto and
all other obligations of Borrower or its successors to the Administrative  Agent
and the Lenders arising after the commencement of such case),  whether direct or
indirect,  absolute or contingent,  joint or several, due or not due, primary or
secondary,  liquidated  or


<PAGE>


unliquidated,  secured or unsecured,  and however acquired by the Administrative
Agent  and  the Lenders  and  (ii) all  expenses (including, without limitation,
attorneys' fees and legal expenses) incurred by the Administrative Agent and the
Lenders in connection  with the  preparation,  execution,  delivery,  recording,
administration,  collection, liquidation,  enforcement and defense of Borrower's
obligations,  liabilities and  indebtedness  as aforesaid to the  Administrative
Agent and the Lenders,  the rights of the Administrative Agent in any collateral
or under this  Guaranty  and all other Loan  Documents  or in any way  involving
claims by or against the Administrative Agent and/or any of the Lenders directly
or indirectly  arising out of or related to the relationships  between Borrower,
any of the  Guarantors  or any other  Obligor (as  hereinafter  defined) and the
Administrative  Agent  and/or any of the  Lenders,  whether  such  expenses  are
incurred  before,  during or after the initial or any renewal term of the Credit
Agreement  and the other Loan  Documents or after the  commencement  of any case
with  respect to  Borrower  or any of the  Guarantors  under the  United  States
Bankruptcy Code or any similar statute.

            (b) This  Guaranty is a guaranty  of payment and not of  collection.
Each of the Guarantors agrees that the Administrative Agent and the Lenders need
not attempt to collect any Guaranteed  Obligations from Borrower, any one of the
Guarantors  or any other  Obligor or to  realize  upon any  collateral,  but may
require  any one of the  Guarantors  to  make  immediate  payment  of all of the
Guaranteed  Obligations  to  the  Administrative  Agent  when  due,  whether  by
maturity,   acceleration  or  otherwise,   or  at  any  time   thereafter.   The
Administrative Agent may apply any amounts received in respect of the Guaranteed
Obligations to any of the Guaranteed Obligations, in whole or in part (including
reasonable  attorneys'  fees and legal expenses  incurred by the  Administrative
Agent with respect  thereto or otherwise  chargeable to Borrower or  Guarantors)
and in such order as the Administrative Agent may elect.

            (c) Payment by Guarantors shall be made to the Administrative  Agent
at the  office  of the  Administrative  Agent  from  time to time on  demand  as
Guaranteed  Obligations  become due.  Guarantors  shall make all payments to the
Administrative  Agent on the  Guaranteed  Obligations  free and  clear  of,  and
without deduction or withholding for or on account of, any setoff, counterclaim,
defense,   duties,  taxes,  levies,  imposts,  fees,  deductions,   withholding,
restrictions  or  conditions of any kind.  One or more  successive or concurrent
actions may be brought hereon  against any of the Guarantors  either in the same
action in which Borrower or any of the other  Guarantors or any other Obligor is
sued or in separate actions.  In the event any claim or action, or action on any
judgment, based on this Guaranty is brought against any of the Guarantors,  each
of the Guarantors agrees not to deduct, set-off, or seek any counterclaim for or
recoup any amounts which are or may be owed by the  Administrative  Agent or any
of the Lenders to any of the Guarantors.


      2.  Waivers and Consents.
          --------------------

            (a) Notice of acceptance of this  Guaranty,  the making of loans and
advances  and  providing   other  financial   accommodations   to  Borrower  and
presentment, demand, protest, notice of protest, notice of nonpayment or default
and all other notices to which  Borrower or any of the  Guarantors  are entitled
are hereby waived by each of the Guarantors.  Each of the Guarantors also waives
notice of and hereby  consents  to, (i) any amendment, modification, supplement,
extension,  renewal, or restatement of the Credit Agreement and any of the other
Loan Documents, including, without limitation, extensions of time of payment of,
or increase or decrease in the amount of, any of the Guaranteed Obligations, the
interest rate,  fees, other charges,  or any collateral,  and the guarantee made
herein shall apply to the Credit  Agreement and the other Loan Documents and the
Guaranteed Obligations as so amended, modified, supplemented,  renewed, restated
or  extended,  increased  or  decreased,  the taking,  exchange,  surrender  and
releasing of collateral or guarantees now or at any time held by or available to
the Administrative  Agent and the Lenders for the obligations of Borrower or any
other party at any time liable on or in respect of the Guaranteed Obligations or
who is  the  owner  of  any  property  which  is  security  for  the  Guaranteed
Obligations  (individually,  an


                                      -2-
<PAGE>


"Obligor" and collectively, the "Obligors"),  including, without limitation, the
surrender or release by the  Administrative  Agent of any one of the  Guarantors
hereunder,  the  exercise  of, or  refraining  from the  exercise  of any rights
against Borrower,  any of the Guarantors or any other Obligor or any collateral,
(iv) the settlement, compromise or release of, or the waiver of any default with
respect to, any of  the  Guaranteed  Obligations  and (v) any  financing  by the
Administrative  Agent and/or any of the Lenders of Borrower under Section 364 of
the United States  Bankruptcy  Code or consent to the use of cash  collateral by
the  Administrative  Agent and/or Lenders under Section 363 of the United States
Bankruptcy Code. Each of the Guarantors agrees that the amount of the Guaranteed
Obligations  shall  not be  diminished  and  the  liability  of  the  Guarantors
hereunder shall not be otherwise impaired or affected by any of the foregoing.

            (b) No invalidity,  irregularity or  unenforceability  of all or any
part of the Guaranteed  Obligations shall affect, impair or be a defense to this
Guaranty,  nor shall any other circumstance  which might otherwise  constitute a
defense  available to or legal or equitable  discharge of Borrower in respect of
any of the  Guaranteed  Obligations,  or any one of the Guarantors in respect of
this  Guaranty,  affect,  impair  or be a  defense  to  this  Guaranty.  Without
limitation of the foregoing,  the liability of Guarantors hereunder shall not be
discharged  or  impaired  in  any  respect  by  reason  of  any  failure  by the
Administrative  Agent or any of the Lenders to perfect or continue perfection of
any  lien  or  security   interest  in  any  collateral  or  any  delay  by  the
Administrative  Agent or any of the  Lenders  in  perfecting  any  such  lien or
security interest. As to interest, fees and expenses,  whether arising before or
after the  commencement  of any case with  respect to Borrower  under the United
States  Bankruptcy  Code or any  similar  statute,  Guarantors  shall be  liable
therefor,  even if Borrower's liability for such amounts does not, or ceases to,
exist by operation of law. Each of the Guarantors  acknowledges that neither the
Administrative Agent nor any of the Lenders have made any representations to any
of the  Guarantors  with respect to Borrower,  any other Obligor or otherwise in
connection  with the  execution  and delivery by Guarantors of this Guaranty and
the Guarantors are not in any respect relying upon the  Administrative  Agent or
any of the Lenders or any statements by the  Administrative  Agent or any of the
Lenders in connection with this Guaranty.

            (c) Each of the Guarantors  hereby  irrevocably and  unconditionally
waives and relinquishes all statutory,  contractual,  common law,  equitable and
all other claims against Borrower, any collateral for the Guaranteed Obligations
or  other   assets  of  Borrower  or  any  other   Obligor,   for   subrogation,
reimbursement,  exoneration,  contribution,  indemnification,  setoff  or  other
recourse in respect to sums paid or payable to the  Administrative  Agent or any
of the Lenders by each of the  Guarantors  hereunder and each of the  Guarantors
hereby further irrevocably and  unconditionally  waives and relinquishes any and
all other  benefits  which  Guarantors  might  otherwise  directly or indirectly
receive or be entitled to receive by reason of any amounts  paid by or collected
or due from  Guarantors,  Borrower  or any  other  Obligor  upon the  Guaranteed
Obligations or realized from their property.

      3.  Subordination.  Payment  of all  amounts  now  or  hereafter  owed  to
          -------------
Guarantors by Borrower or any other Obligor is hereby  subordinated  in right of
payment to the indefeasible  payment in full to the Administrative Agent and the
Lenders of the Guaranteed  Obligations and all such amounts and any security and
guarantees therefor are hereby assigned to the Administrative  Agent as security
for the Guaranteed Obligations.

      4.  Acceleration.  Notwithstanding  anything  to  the  contrary  contained
          ------------
herein or any of the terms of any of the other Loan Documents,  the liability of
Guarantors  for the  entire  Guaranteed  Obligations  shall  mature  and  become
immediately  due and  payable,  even if the  liability  of Borrower or any other
Obligor  therefor does not, upon the  occurrence of any act,  condition or event
which  constitutes  an Event of  Default  as such term is  defined in the Credit
Agreement.


                                      -3-
<PAGE>


      5.  Account  Stated.  The books and  records of the  Administrative  Agent
          ---------------
showing the account  among the  Administrative  Agent,  the Lenders and Borrower
shall be admissible in evidence in any action or proceeding against or involving
Guarantors as prima facie proof of the items therein set forth,  and the monthly
              ----- -----
statements of the  Administrative  Agent rendered to Borrower,  to the extent to
which no written  objection  is made  within  thirty  (30) days from the date of
sending thereof to Borrower, shall be deemed conclusively correct and constitute
an account stated among the  Administrative  Agent, the Lenders and Borrower and
be binding on Guarantors.

      6.  Termination.  This  Guaranty is  continuing,  unlimited,  absolute and
          -----------

unconditional. All Guaranteed Obligations shall be conclusively presumed to have
been created in reliance on this Guaranty. Each of the Guarantors shall continue
to be liable hereunder until one of the Administrative Agent's officers actually
receives  a  written   termination   notice  from  a   Guarantor   sent  to  the
Administrative  Agent at its address set forth above by certified  mail,  return
receipt requested and thereafter as set forth below. Such notice received by the
Administrative  Agent  from any one of the  Guarantors  shall not  constitute  a
revocation or  termination  of this Guaranty as to any of the other  Guarantors.
Revocation or termination  hereof by any of the Guarantors shall not affect,  in
any manner, the rights of the Administrative  Agent or any obligations or duties
of any of the  Guarantors  (including  the  Guarantor  which  may have sent such
notice)  under this Guaranty with respect to (a)  Guaranteed  Obligations  which
have been created,  contracted,  assumed or incurred prior to the receipt by the
Administrative  Agent of such written  notice of  revocation or  termination  as
provided herein, including, without limitation, (i) all amendments,  extensions,
renewals  and  modifications  of such  Guaranteed  Obligations  (whether  or not
evidenced by new or additional agreements,  documents or instruments executed on
or after such notice of revocation or termination),  (ii) all interest, fees and
similar  charges  accruing or due on and after  revocation or  termination,  and
(iii)  all  reasonable  attorneys'  fees and  legal  expenses,  costs  and other
expenses paid or incurred on or after such notice of  revocation or  termination
in attempting to collect or enforce any of the  Guaranteed  Obligations  against
Borrower,  Guarantors or any other Obligor (whether or not suit be brought), (b)
or  Guaranteed  Obligations  which  have been  created,  contracted,  assumed or
incurred after the receipt by the Administrative Agent of such written notice of
revocation or termination as provided  herein  pursuant to any contract  entered
into by the Administrative  Agent or any of the Lenders prior to receipt of such
notice.  The  sole  effect  of  such  revocation  or  termination  by any of the
Guarantors  shall  be to  exclude  from  this  Guaranty  the  liability  of such
Guarantor for those Guaranteed  Obligations arising after the date of receipt by
the  Administrative  Agent  of  such  written  notice  which  are  unrelated  to
Guaranteed  Obligations arising or transactions entered into prior to such date.
Without  limiting the  foregoing,  this Guaranty may not be terminated and shall
continue so long as the Credit  Agreement shall be in effect (whether during its
original term or any renewal, substitution or extension thereof).

      7.  Reinstatement.  If after  receipt of any  payment  of, or  proceeds of
          -------------
collateral  applied to the payment of, any of the  Guaranteed  Obligations,  the
Administrative  Agent or any of the Lenders is required to  surrender  or return
such payment or proceeds to any Person (as defined in the Credit  Agreement) for
any reason,  then the  Guaranteed  Obligations  intended to be satisfied by such
payment or proceeds  shall be reinstated  and continue and this  Guaranty  shall
continue in full force and effect as if such  payment or  proceeds  had not been
received  by  the  Administrative  Agent  or any of  the  Lenders.  Each  of the
Guarantors shall be liable to pay to the  Administrative  Agent and the Lenders,
and does indemnify and hold the  Administrative  Agent and the Lenders  harmless
for the amount of any payments or proceeds surrendered or returned. This Section
7 shall remain effective  notwithstanding any contrary action which may be taken
by the Administrative  Agent or any of the Lenders in reliance upon such payment
or proceeds.  This Section 7 shall survive the termination or revocation of this
Guaranty.

      8.  Amendments and Waivers.  Neither  this  Guaranty  nor  any   provision
          ----------------------
hereof shall be amended,  modified,  waived or discharged orally or by course of
conduct, but only by a written agreement signed by


                                      -4-
<PAGE>


an authorized  officer of the  Administrative  Agent. The  Administrative  Agent
shall not by any act,  delay,  omission or otherwise be deemed to have expressly
or impliedly waived any of its rights, powers and/or remedies unless such waiver
shall be in writing and signed by an  authorized  officer of the  Administrative
Agent. Any such waiver shall be enforceable only to the extent  specifically set
forth therein. A waiver by the  Administrative  Agent of any right, power and/or
remedy on any one  occasion  shall not be construed as a bar to or waiver of any
such right, power and/or remedy which the  Administrative  Agent would otherwise
have on any future occasion, whether similar in kind or otherwise.

      9.  Corporate Existence, Power and Authority.  Each of the Guarantors is a
          ----------------------------------------
corporation  duly  organized and in good standing under the laws of its state or
other  jurisdiction  of  incorporation  and  is  duly  qualified  as  a  foreign
corporation and in good standing in all states or other  jurisdictions where the
nature and extent of the business  transacted  by it or the  ownership of assets
makes such qualification necessary,  except for those jurisdictions in which the
failure to so qualify would not have a material  adverse effect on the financial
condition, results of operation or businesses of such Guarantor or the rights of
the Administrative Agent hereunder or under any of the other Loan Documents. The
execution,  delivery and  performance  of this  Guaranty is within the corporate
powers  of each of the  Guarantors,  have been  duly  authorized  and are not in
contravention of law or the terms of the certificates of incorporation, by-laws,
or  other  organizational  documentation  of  each  of  the  Guarantors,  or any
indenture,  agreement or undertaking to which any of Guarantors is a party or by
which any of the Guarantors or its property are bound. This Guaranty constitutes
the legal, valid and binding obligation of each of the Guarantors enforceable in
accordance with its terms. Any one of the Guarantors signing this Guaranty shall
be bound hereby  whether or not any of the other  Guarantors or any other person
signs this Guaranty at any time.

      10. Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver.
          ---------------------------------------------------------------------

            (a) The validity,  interpretation  and  enforcement of this Guaranty
and any dispute arising out of the relationship  among any of the Guarantors and
the  Administrative  Agent,  or any of the Lenders,  whether in contract,  tort,
equity or otherwise,  shall be governed by the internal laws of the State of New
York.

            (b) Each of the Guarantors hereby  irrevocably  consents and submits
to the non-exclusive jurisdiction of the Courts of New York State and the United
States  District  Court for the  Southern  District  of New York and  waives any
objection  based on venue or forum non  conveniens  with  respect  to any action
                             ----- ---  ----------
instituted  therein  arising  under  this  Guaranty  or any of  the  other  Loan
Documents or in any way connected  with or related or incidental to the dealings
of any of Guarantors and the Administrative Agent in respect of this Guaranty or
any of the other Loan Documents or the  transactions  related hereto or thereto,
in each case whether now existing or hereafter  arising and whether in contract,
tort,  equity or  otherwise,  and agrees  that any  dispute  arising  out of the
relationship among any of Guarantors or Borrower and the Administrative Agent or
the conduct of any such persons in connection with this Guaranty, the other Loan
Documents or otherwise shall be heard only in the courts described above (except
that the  Administrative  Agent  shall  have the  right to bring  any  action or
proceeding  against any of the  Guarantors  or its property in the courts of any
other jurisdiction which the Administrative Agent deems necessary or appropriate
in order to realize on  collateral at any time granted by Borrower or any of the
Guarantors  to the  Administrative  Agent or to  otherwise  enforce  its  rights
against any of the Guarantors or its property).

            (c) Each of the Guarantors hereby waives personal service of any and
all process upon it and consents that all such service of process may be made by
certified mail (return receipt  requested)  directed to its address set forth on
the  signature  pages hereof and service so made shall be deemed to be completed
five (5) days after the same shall have been so deposited in the U.S. mails, or,
at the


                                      -5-
<PAGE>


Administrative  Agent's  option,  by service upon any of the  Guarantors  in any
other manner  provided  under the rules of any such courts.  Within  thirty (30)
days after such service,  any of the Guarantors so served shall appear in answer
to such  process,  failing which such  Guarantor  shall be deemed in default and
judgment may be entered by the  Administrative  Agent against such Guarantor for
the amount of the claim and other relief requested.

            (d) EACH  GUARANTOR AND THE  ADMINISTRATIVE  AGENT  MUTUALLY  HEREBY
KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY  WAIVE THE RIGHT TO A TRIAL BY JURY IN
RESPECT OF ANY CLAIM BASED  HEREON,  ARISING OUT OF OR,  UNDER OR IN  CONNECTION
WITH THIS GUARANTY OR ANY OTHER LOAN  DOCUMENTS  CONTEMPLATED  TO BE EXECUTED IN
CONNECTION  HEREWITH  OR ANY COURSE OF CONDUCT,  COURSE OF  DEALINGS  STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.  THIS WAIVER  CONSTITUTES A
MATERIAL  INDUCEMENT FOR THE ADMINISTRATIVE  AGENT AND THE LENDERS TO ACCEPT THE
TERMS OF THIS  GUARANTY  AND MAKE  LOANS  PURSUANT  TO THE  TERMS OF THE  CREDIT
AGREEMENT.

            (e) Neither the  Administrative  Agent nor any of the Lenders  shall
have  any  liability  to  Guarantors  (whether  in  tort,  contract,  equity  or
otherwise) for losses suffered by Guarantors in connection with, arising out of,
or in any way related to the transactions or relationships  contemplated by this
Guaranty, or any act, omission or event occurring in connection herewith, unless
it is determined by a final and  non-appealable  judgment or court order binding
on the  Administrative  Agent and the Lenders that the losses were the result of
acts or omissions  constituting gross negligence or willful  misconduct.  In any
such litigation,  the Administrative  Agent and the Lenders shall be entitled to
the benefit of the rebuttable  presumption  that it acted in good faith and with
the  exercise  of  ordinary  care in the  performance  by it of the terms of the
Credit Agreement and the other Loan Documents.

      11. Miscellaneous
          -------------

            (a) All notices,  requests and demands hereunder shall be in writing
and (a) made to the  Administrative  Agent as  follows:  Fleet  Bank,  N.A.,  as
Administrative  Agent,  1185 Avenue of the Americas,  New York,  New York 10036,
Attention Ms. Beth Goodman,  Vice President and to each of the Guarantors at its
chief executive office set forth below, or to such other address as either party
may designate by written notice to the other in accordance  with this provision,
and (b) deemed to have been given or made:  if delivered in person,  immediately
upon delivery; if by telex, telegram or facsimile transmission, immediately upon
sending and upon confirmation of receipt; if by nationally  recognized overnight
courier  service with  instructions  to deliver the next  business  day, one (1)
business day after sending;  and if by certified mail, return receipt requested,
five (5) days after mailing.

            (b) Each Guarantor under this Guaranty or any of the Loan Documents,
in addition to the  subrogation  rights it shall have against a Borrower,  under
applicable  law as a result of any  payment it makes under its  Guaranty,  shall
also have a right of contribution  against all of the other Guarantors under the
Loan  Documents,  in  respect of any such  payment  pro rata among same based on
                                                    --- ----
their  respective  net fair  value as  enterprises,  provided  any such right of
                                                     --------
contribution  shall be subject and  subordinate  to the prior payment in full of
the  "Obligations"  of such Guarantor  under its Guaranty.  It is the desire and
intent of each Guarantor and the  Administrative  Agent and the Lenders that the
Guaranties  shall be enforced  against  each  Guarantor  to the  fullest  extent
permissible  under the laws and public policies applied in each  jurisdiction in
which enforcement is sought.


                                      -6-
<PAGE>


            (c) If, however,  and to the extent,  that the  "Obligations" of any
Guarantor  under  its  Guaranty  would,  in the  absence  of this  sentence,  be
adjudicated to be invalid or unenforceable  for any reason  (including,  without
limitation,  because  of  any  applicable  state  or  federal  law  relating  to
fraudulent  conveyances or transfers),  then the amount of the  "Obligations" of
such Guarantor (but not the  "Obligations"  of any other  Guarantor  unless such
other  Guarantor or Guarantors  are  individually  subject to the  circumstances
covered by  Sections  11(b) and 11(c) shall be deemed to be reduced ab initio to
                                                                    -- ------
that maximum  amount which would be  permissible  under  applicable  law without
causing such Guarantor's "Obligations" under its Guaranty to be so invalidated.

            (d) If any  provision  of this  Guaranty  is held to be  invalid  or
unenforceable,  such  invalidity or  unenforceability  shall not invalidate this
Guaranty as a whole,  but this Guaranty  shall be construed as though it did not
contain the  particular  provision held to be invalid or  unenforceable  and the
rights and  obligations  of the parties  shall be construed and enforced only to
such extent as shall be permitted by applicable law.

            (e) This Guaranty  represents the entire agreement and understanding
of this parties  concerning the subject matter hereof,  and supersedes all other
prior agreements, understandings, negotiations and discussions, representations,
warranties,  commitments, proposals, offers and contracts concerning the subject
matter hereof, whether oral or written.

            (f) This  Guaranty  shall  be  binding  upon  Guarantors  and  their
respective  successors  and  assigns  and  shall  inure  to the  benefit  of the
Administrative   Agent  and  the  Lenders  and  their   successors,   endorsees,
transferees and assigns.  The liquidation,  dissolution or termination of any of
Guarantors  shall not terminate  this Guaranty as to such entity or as to any of
the other Guarantors.

            (g) All  references  to the term  "Guarantors"  wherever used herein
shall  mean each and all of  Guarantors  and  their  respective  successors  and
assigns,  individually  and  collectively,  jointly  and  severally  (including,
without limitation,  any receiver, trustee or custodian for any of Guarantors or
any of their respective assets or any of Guarantors in its capacity as debtor or
debtor-in-possession under the United States Bankruptcy Code). All references to
the terms the "Administrative Agent" and "Lenders",  wherever used herein, shall
mean the  Administrative  Agent and the Lenders and their respective  successors
and assigns and all references to the term "Borrower" wherever used herein shall
mean Borrower and its successors and assigns (including, without limitation, any
receiver,  trustee or custodian for Borrower or any of its assets or Borrower in
its  capacity  as  debtor  or  debtor-in-possession   under  the  United  States
Bankruptcy  Code). All references to the plural shall also mean the singular and
to the singular shall also mean the plural.

            (h) Any provision  contained in this Guaranty or in any of the other
Loan  Documents  that is  prohibited  or  unenforceable  in any  respect  in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions of the appropriate document or documents, as the case may be, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

            (i) This Guaranty 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  Guaranty,  it shall not be  necessary  to
produce or account for more than one  counterpart  thereof signed by each of the
parties hereto.


                                      -7-
<PAGE>


      IN WITNESS  WHEREOF,  each of Guarantors  has executed and delivered  this
Guaranty as of the day and year first above written.

                                            UNIDIGITAL ELEMENTS (NY), INC.

                                            By: /s/ William E. Dye
                                               ---------------------------------

                                            Title: Chief Executive Officer

                                            Chief Executive Office
                                            ----------------------

                                            229 West 28th Street
                                            New York, New York 10001

ATTEST:

/s/ Peter Saad
---------------------------

                                            UNISON (NY), INC.

                                            By: /s/ William E. Dye
                                               ---------------------------------

                                            Title: Chief Executive Officer

                                            Chief Executive Office
                                            ----------------------

                                            229 West 28th Street
                                            New York, New York 10001

ATTEST:

/s/ Peter Saad
---------------------------

                                            UNISON (MA), INC.

                                            By: /s/ William E. Dye
                                               ---------------------------------

                                            Title: Chief Executive Officer

                                            Chief Executive Office
                                            ----------------------

                                            229 West 28th Street
                                            New York, New York 10001

ATTEST:

/s/ Peter Saad
---------------------------


                                      -8-
<PAGE>


                                            UNIDIGITAL ELEMENTS (SF), INC.

                                            By: /s/ William E. Dye
                                               ---------------------------------

                                            Title: Chief Executive Officer

                                            Chief Executive Office
                                            ----------------------

                                            229 West 28th Street
                                            New York, New York 10001

ATTEST:

/s/ Peter Saad
---------------------------

                                            MEGA ART CORP.

                                            By: /s/ William E. Dye
                                               ---------------------------------

                                            Title: Chief Executive Officer

                                            Chief Executive Office
                                            ----------------------

                                            229 West 28th Street
                                            New York, New York 10001

ATTEST:

/s/ Peter Saad
---------------------------

                                            SUPERGRAPHICS HOLDING
                                              COMPANY, INC.

                                            By: /s/ William E. Dye
                                               ---------------------------------

                                            Title: Chief Executive Officer

                                            Chief Executive Office
                                            ----------------------

                                            229 West 28th Street
                                            New York, New York 10001

ATTEST:

/s/ Peter Saad
---------------------------


                                      -9-
<PAGE>


                                            SUPERGRAPHICS CORPORATION

                                            By: /s/ William E. Dye
                                               ---------------------------------

                                            Title: Chief Executive Officer

                                            Chief Executive Office
                                            ----------------------

                                            229 West 28th Street
                                            New York, New York 10001

ATTEST:

/s/ Peter Saad
---------------------------


                                      -10-
<PAGE>


STATE OF NEW YORK  )
                   )  ss.:
COUNTY OF NEW YORK )

      On this 11th day of May, 1999,  before me personally  came William E. Dye,
to me known,  who stated that he is the Chief  Executive  Officer of  Unidigital
Elements  (NY),  Inc.,  the  corporation  described  in and which  executed  the
foregoing instrument;  and that he signed his name thereto by order of the Board
of Directors of said corporation.

                                            /s/ Barbara DiMartino
                                            ---------------------------
                                                 Notary Public


STATE OF NEW YORK  )
                   )  ss.:
COUNTY OF NEW YORK )

On this 11th day of May, 1999,  before me personally  came William E. Dye, to me
known, who stated that he is the Chief Executive  Officer of Unison (NY), Inc. ,
the corporation  described in and which executed the foregoing  instrument;  and
that he  signed  his name  thereto  by order of the Board of  Directors  of said
corporation.

                                            /s/ Barbara DiMartino
                                            ---------------------------
                                                 Notary Public


STATE OF NEW YORK  )
                   )  ss.:
COUNTY OF NEW YORK )

      On this 11th day of May, 1999,  before me personally  came William E. Dye,
to me known,  who stated that he is the Chief Executive  Officer of Unison (MA),
Inc., the corporation  described in and which executed the foregoing instrument;
and that he signed his name  thereto by order of the Board of  Directors of said
corporation.

                                            /s/ Barbara DiMartino
                                            ---------------------------
                                                 Notary Public


STATE OF NEW YORK  )
                   )  ss.:
COUNTY OF NEW YORK )

      On this 11th day of May, 1999,  before me personally  came William E. Dye,
to me known,  who stated that he is the Chief  Executive  Officer of  Unidigital
Elements  (SF),  Inc.,  the  corporation  described  in and which  executed  the
foregoing instrument;  and that he signed his name thereto by order of the Board
of Directors of said corporation.

                                            /s/ Barbara DiMartino
                                            ---------------------------
                                                 Notary Public


                                      -11-
<PAGE>


STATE OF NEW YORK  )
                   )  ss.:
COUNTY OF NEW YORK )

      On this 11th day of May, 1999,  before me personally  came William E. Dye,
to me known,  who  stated  that he is the Chief  Executive  Officer  of Mega Art
Corp., the corporation described in and which executed the foregoing instrument;
and that he signed his name  thereto by order of the Board of  Directors of said
corporation.

                                            /s/ Barbara DiMartino
                                            ---------------------------
                                                 Notary Public


STATE OF NEW YORK  )
                   )  ss.:
COUNTY OF NEW YORK )

      On this 11th day of May, 1999,  before me personally  came William E. Dye,
to me known, who stated that he is the Chief Executive  Officer of SuperGraphics
Holding  Company,  Inc.,  the  corporation  described in and which  executed the
foregoing instrument;  and that he signed his name thereto by order of the Board
of Directors of said corporation.


                                            /s/ Barbara DiMartino
                                            ---------------------------
                                                 Notary Public


STATE OF NEW YORK  )
                   )  ss.:
COUNTY OF NEW YORK )

      On this 11th day of May, 1999,  before me personally  came William E. Dye,
to me known, who stated that he is the Chief Executive  Officer of SuperGraphics
Corporation,  the  corporation  described in and which  executed  the  foregoing
instrument;  and that he  signed  his  name  thereto  by  order of the  Board of
Directors of said corporation.



                                            /s/ Barbara DiMartino
                                            ---------------------------
                                                 Notary Public


                                      -12-
<PAGE>