PLEDGE AND SECURITY AGREEMENT
                          -----------------------------

      THIS PLEDGE AND SECURITY  AGREEMENT  ("Pledge  Agreement"),  dated May 12,
1999, is by Unidigital Inc., a Delaware corporation ("Pledgor"),  with its chief
executive office at 229 W. 28th Street, New York, New York 10001 to and in favor
of Fleet Bank, N.A., a national banking  association,  as Administrative  Agent,
for itself and ratably for the benefit of the Lender Parties and the Hedge Banks
(as such terms are defined in the Credit Agreement and collectively  referred to
herein, as the "Lenders"),  having an office at 1185 Avenue of the Americas, New
York, New York 10036 ("Pledgee").


                             W I T N E S S E T H:
                             - - - - - - - - - -

      WHEREAS,  Pledgor  is now the direct  and  beneficial  owner of all of the
issued and outstanding  shares of capital stock of each of the corporations (the
"Issuers") as described on Exhibit A annexed  hereto and made a part hereof (the
"Pledged Securities); and

      WHEREAS,  Pledgee,  the Lenders and Pledgor have entered into or are about
to enter into  financing  arrangements  pursuant  to which the  Lenders may make
loans and advances and provide other financial  accommodations to Pledgor as set
forth in the Credit Agreement,  of even date hereof,  by and among Pledgee,  the
Lenders  and  Pledgor  (as the same now  exists  or may  hereafter  be  amended,
modified,  supplemented,  extended,  renewed,  restated or replaced, the "Credit
Agreement") and other Loan Documents (as defined in the Credit Agreement); and

      WHEREAS,  in order to induce  Pledgee  and the  Lenders  to enter into the
Credit  Agreement and the other Loan Documents and for the Lenders to make loans
and advances and provide  other  financial  accommodations  to Pledgor  pursuant
thereto,  Pledgor  has  agreed to secure  the  payment  and  performance  of the
Obligations  (as  hereinafter  defined) to Pledgee and to accomplish same by (i)
executing and delivering to Pledgee this Pledge  Agreement,  (ii)  delivering to
Pledgee  the Pledged  Securities  which are  registered  in the name of Pledgor,
together with  appropriate  powers duly executed in blank by Pledgor,  and (iii)
delivering to Pledgee any and all other  documents which Pledgee deems necessary
to protect Pledgee's interests hereunder.

      NOW,  THEREFORE,  in  consideration  of the  premises  and other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Pledgor hereby agrees as follows:


      1.  GRANT OF SECURITY INTEREST
          --------------------------

      As  collateral  security  for  the  prompt  performance,   observance  and
indefeasible payment in full of all of the Obligations (as hereinafter defined),
Pledgor  hereby  assigns,  pledges,  hypothecates,  transfers  and sets  over to
Pledgee  and  grants to  Pledgee a  security  interest  in and lien upon (a) the
Pledged  Securities,   together  with  all  cash  dividends,   stock  dividends,
interests,   profits,   redemptions,   warrants,   subscription  rights,  stock,
securities  options,  substitutions,  exchanges and other  distributions  now or
hereafter  distributed by any of the Issuers or which may hereafter be delivered
to the  possession  of Pledgor or Pledgee with respect  thereto,  (b)  Pledgor's
records with respect to the foregoing, and (c) the


<PAGE>


proceeds  of all of the  foregoing  (all  of the  foregoing  being  collectively
referred to herein as the "Pledged Property").


      2.  OBLIGATIONS SECURED
          -------------------

      The  security  interest,  lien and  other  interests  granted  to  Pledgee
pursuant  to this  Pledge  Agreement  shall  secure the prompt  performance  and
payment in full of any and all  obligations,  liabilities  and  indebtedness  of
every kind,  nature and description  owing by Pledgor to Pledgee,  and/or any of
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 this Pledge
Agreement, the Credit Agreement, the other Loan Documents 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 Pledgor 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 direct or indirect, absolute or contingent, joint or several, due
or not due,  primary  or  secondary,  liquidated  or  unliquidated,  secured  or
unsecured,  and  however  acquired  by  Pledgee  (all  of  the  foregoing  being
collectively referred to herein as the "Obligations").


      3.  REPRESENTATIONS, WARRANTIES AND COVENANTS
          -----------------------------------------

      Pledgor hereby represents,  warrants and covenants with and to Pledgee the
following  (all  of  such   representations,   warranties  and  covenants  being
continuing so long as any of the Obligations are outstanding):

      (a) The Pledged Securities are duly authorized, validly issued, fully paid
and non-assessable  capital stock of each Issuer and constitute Pledgor's entire
interest in each Issuer and are not registered,  nor has Pledgor  authorized the
registration  thereof, in the name of any person or entity other than Pledgor or
Pledgee.

      (b) The Pledged Property is directly,  legally and  beneficially  owned by
Pledgor,  free and clear of all claims,  liens,  pledges and encumbrances of any
kind,  nature or  description,  except for the pledge and  security  interest in
favor of Pledgee and the  pledges and  security  interests  permitted  under the
Credit Agreement.

      (c) The Pledged  Property is not subject to any  restrictions  relative to
the transfer  thereof and Pledgor has the right to transfer and  hypothecate the
Pledged Property free and clear of any liens, encumbrances or restrictions.

      (d) The Pledged  Property  is duly and  validly  pledged to Pledgee and no
consent or  approval  of any  governmental  or  regulatory  authority  or of any
securities  exchange or the like, nor any consent or approval of any other third
party,  was or is necessary to the  validity and  enforceability  of this Pledge
Agreement,  except for compliance with federal and state  securities laws in the
event of the sale of the Pledged Securities pursuant to Section 5 hereof.

      (e) Pledgor  authorizes  Pledgee to: (i) store,  deposit and safeguard the
Pledged  Property,  (ii)  perform  any and all other acts which  Pledgee in good
faith deems  reasonable  and/or necessary for the protection and preservation of
the  Pledged  Property  or its value or  Pledgee's  security  interest  therein,


                                      -2-
<PAGE>


including,  without limitation,  transferring,  registering or arranging for the
transfer or registration of the Pledged Property to or in Pledgee's own name and
receiving the income  therefrom as additional  security for the  Obligations and
(iii)  pay any  charges  or  expenses  which  Pledgee  deems  necessary  for the
foregoing  purpose,  but  without any  obligation  to do so. Any  obligation  of
Pledgee for  reasonable  care for the Pledged  Property in Pledgee's  possession
shall be  limited  to the same  degree of care which  Pledgee  uses for  similar
property pledged to Pledgee by other persons.

      (f) If Pledgor  shall  become  entitled  to receive or  acquire,  or shall
receive any stock  certificate,  or option or right with respect to any stock of
any  Issuer  (including  without  limitation,  any  certificate  representing  a
dividend or a distribution or exchange of or in connection with reclassification
of the Pledged  Securities) whether as an addition to, in substitution of, or in
exchange for any of the Pledged Property or otherwise,  Pledgor agrees to accept
same as Pledgee's  agent,  to hold same in trust for Pledgee and to deliver same
forthwith to Pledgee or Pledgee's agent or bailee in the form received, with the
endorsement(s)  of Pledgor  where  necessary  and/or  appropriate  powers and/or
assignments  duly  executed to be held by Pledgee or  Pledgee's  agent or bailee
subject to the terms hereof, as further security for the Obligations.

      (g) Pledgor shall not,  without the prior consent of Pledgee,  directly or
indirectly, sell, assign, transfer, or otherwise dispose of, or grant any option
with respect to the Pledged Property,  nor shall Pledgor create, incur or permit
any  further  pledge,  hypothecation,  encumbrance,  lien,  mortgage or security
interest with respect to the Pledged Property.

      (h) So long as no Event of Default (as  hereinafter  defined) has occurred
and is  continuing,  Pledgor  shall  have the  right to vote  and  exercise  all
corporate  rights with  respect to the Pledged  Securities,  except as expressly
prohibited  herein,  and to receive any cash dividends payable in respect of the
Pledged Securities.

      (i) Pledgor shall not permit any Issuer, directly or indirectly, to issue,
sell, grant, assign,  transfer or otherwise dispose of, any additional shares of
capital  stock of such Issuer or any option or warrant with respect to, or other
right or security  convertible  into, any additional  shares of capital stock of
such Issuer,  now or hereafter  authorized,  unless all such additional  shares,
options,  warrants,  rights or other such  securities  are made and shall remain
part of the Pledged Property subject to the pledge and security interest granted
herein.

      (j) Pledgor shall pay all charges and  assessments  of any nature  against
the Pledged  Property  or with  respect  thereto  prior to said  charges  and/or
assessments being delinquent.

      (k) Pledgor  shall  promptly  reimburse  Pledgee on demand,  together with
interest at the rate then  applicable to the Obligations set forth in the Credit
Agreement, for any charges,  assessments or expenses paid or incurred by Pledgee
in its  discretion  for the  protection,  preservation  and  maintenance  of the
Pledged Property and the enforcement of Pledgee's rights  hereunder,  including,
without  limitation,  reasonable  attorneys' fees and legal expenses incurred by
Pledgee in  seeking to  protect,  collect or enforce  its rights in the  Pledged
Property or otherwise hereunder.

      (l) Pledgor  shall  furnish,  or cause to be  furnished,  to Pledgee  such
information  concerning the Issuers and the Pledged Property as Pledgee may from
time to time reasonably request in good faith,  including,  without  limitation,
current financial statements.


                                      -3-
<PAGE>


      (m) Pledgee may notify the Issuers or the  appropriate  transfer  agent of
the Pledged  Securities  to register  the security  interest and pledge  granted
herein and honor the rights of Pledgee with respect thereto.

      (n) Pledgor  waives:  (i) all rights to require Pledgee to proceed against
any other person,  entity or  collateral or to exercise any remedy,  (ii) to the
extent permissible, the defense of the statute of limitations in any action upon
any of the  Obligations,  (iii)  any right of  subrogation  or  interest  in the
Obligations or Pledged  Property until all  Obligations  have been paid in full,
(iv) any rights to notice of any kind or nature whatsoever,  unless specifically
required in this Pledge Agreement or non-waivable  under any applicable law, and
(v) to the extent  permissible,  its rights under Section 9-112 and 9-207 of the
Uniform  Commercial  Code.  Pledgor  agrees  that the  Pledged  Property,  other
collateral,  or any other guarantor or endorser may be released,  substituted or
added with respect to the Obligations, in whole or in part, without releasing or
otherwise affecting the liability of Pledgor,  the pledge and security interests
granted hereunder,  or this Pledge Agreement.  Pledgee is entitled to all of the
benefits of a secured  party set forth in Section  9-207 of the New York Uniform
Commercial Code.


      4.  EVENTS OF DEFAULT
          -----------------

      All Obligations shall become  immediately due and payable,  without notice
or  demand,  at the  option  of  Pledgee,  upon the  occurrence  of any Event of
Default,  as such term is  defined in the  Credit  Agreement  (each an "Event of
Default" hereunder).


      5.  RIGHTS AND REMEDIES
          -------------------

      At any time an Event of Default  exists or has occurred and is continuing,
in addition to all other rights and remedies of Pledgee,  whether provided under
this  Pledge  Agreement,   the  Credit  Agreement,  the  other  Loan  Documents,
applicable  law or  otherwise,  Pledgee  shall  have the  following  rights  and
remedies which may be exercised without notice to, or consent by, Pledgor except
as such notice or consent is expressly provided for hereunder:

      (a) Pledgee, at its option,  shall be empowered to exercise its continuing
right to instruct the Issuers or any Issuer (or the  appropriate  transfer agent
of  any  of the  Pledged  Securities)  to  register  any  or all of the  Pledged
Securities  in the name of  Pledgee  or in the  name of  Pledgee's  nominee  and
Pledgee may  complete,  in any manner  Pledgee may deem  expedient,  any and all
stock powers, assignments or other documents heretofore or hereafter executed in
blank by Pledgor and delivered to Pledgee.  After said instruction,  and without
further  notice,  Pledgee shall have the exclusive  right to exercise all voting
and corporate  rights with respect to the Pledged  Securities  and other Pledged
Property, and exercise any and all rights of conversion,  redemption,  exchange,
subscription  or any other  rights,  privileges,  or options  pertaining  to any
shares of the Pledged  Securities or other  Pledged  Property as if Pledgee were
the  absolute  owner  thereof,  including,  without  limitation,  the  right  to
exchange,  in its  discretion,  any and all of the Pledged  Securities and other
Pledged    Property    upon   any   merger,    consolidation,    reorganization,
recapitalization  or other readjustment with respect thereto.  Upon the exercise
of any such rights,  privileges  or options by Pledgee,  Pledgee  shall have the
right to deposit and deliver  any and all of the  Pledged  Securities  and other
Pledged  Property to any committee,  depository,  transfer  agent,  registrar or
other designated agency upon such terms and conditions as Pledgee may determine,
all without  liability,  except to account  for  property  actually  received by
Pledgee.  However,  Pledgee  shall have no duty to exercise any of the aforesaid
rights,  privileges  or  options  (all of  which  are  exercisable  in the  sole
discretion of Pledgee) and shall not be responsible  for any failure to do so or
delay in doing so.


                                      -4-
<PAGE>


      (b) In  addition to all the rights and  remedies of a secured  party under
the Uniform  Commercial  Code or other  applicable  law,  Pledgee shall have the
right,  at  any  time  and  without  demand  of  performance  or  other  demand,
advertisement  or notice of any kind (except the notice  specified below of time
and place of public or private sale) to or upon Pledgor or any other person (all
and each of which demands,  advertisements  and/or notices are hereby  expressly
waived to the extent  permitted  by  applicable  law),  to proceed  forthwith to
collect,  redeem,  recover,  receive,  appropriate,  realize, sell, or otherwise
dispose of and deliver said Pledged  Property or any part thereof in one or more
lots at public or private sale or sales at any  exchange,  broker's  board or at
any of  Pledgee's  offices  or  elsewhere  at such  prices  and on such terms as
Pledgee may deem best. The foregoing disposition(s) may be for cash or on credit
or for future  delivery  without  assumption  of any credit  risk,  with Pledgee
having the right to purchase all or any part of said Pledged Property so sold at
any such  sale or  sales,  public  or  private,  free of any  right or equity of
redemption  in  Pledgor,  which  right or equity is hereby  expressly  waived or
released by Pledgor. The proceeds of any such collection,  redemption, recovery,
receipt, appropriation,  realization, sale or other disposition, after deducting
all costs and expenses of every kind incurred  relative thereto or incidental to
the care, safekeeping or otherwise of any and all Pledged Property or in any way
relating to the rights of Pledgee hereunder, including attorneys' fees and legal
expenses, shall be applied first to the satisfaction of the Obligations (in such
order as Pledgee  may elect and  whether or not due) and then to the  payment of
any other amounts required by applicable law,  including Section  9-504(1)(c) of
the  Uniform  Commercial  Code,  with  Pledgor to be and  remain  liable for any
deficiency.  Pledgor shall be liable to Pledgee for the payment on demand of all
such costs and expenses,  together with interest at the then applicable rate set
forth in the Credit  Agreement,  and any  reasonable  attorneys'  fees and legal
expenses.  Pledgor  agrees  that five (5) days prior  written  notice by Pledgee
designating the place and time of any public sale or of the time after which any
private sale or other intended disposition of any or all of the Pledged Property
is to be made, is reasonable notification of such matters.

      (c) Pledgor  recognizes that Pledgee may be unable to effect a public sale
of all or part  of the  Pledged  Property  by  reason  of  certain  prohibitions
contained  in the  Securities  Act of 1933,  as amended,  as now or hereafter in
effect  or in  applicable  Blue Sky or other  state  securities  law,  as now or
hereafter in effect, but may be compelled to resort to one or more private sales
to a restricted  group of purchasers  who will be obliged to agree,  among other
things,  to acquire such Pledged  Property for their own account for  investment
and not with a view to the distribution or resale thereof. If at the time of any
sale of the Pledged  Property or any part  thereof,  the same shall not, for any
reason whatsoever,  be effectively registered (if required) under the Securities
Act of 1933 (or other  applicable  state  securities  law),  as then in  effect,
Pledgee in its sole and absolute  discretion  is authorized to sell such Pledged
Property  or such part  thereof  by private  sale in such  manner and under such
circumstances  as Pledgee and its counsel may deem  necessary  or  advisable  in
order  that such sale may  legally be  effected  without  registration.  Pledgor
agrees  that  private  sales so made  may be at  prices  and  other  terms  less
favorable to the seller than if such Pledged  Property were sold at public sale,
and  that  Pledgee  has no  obligation  to delay  the  sale of any such  Pledged
Property for the period of time necessary to permit Issuer, even if Issuer would
agree,  to register such Pledged  Property for public sale under such applicable
securities laws.  Pledgor agrees that any private sales made under the foregoing
circumstances shall be deemed to have been in a commercially reasonable manner.

      (d) All of the Pledgee's rights and remedies,  including,  but not limited
to, the foregoing and those otherwise arising under this Pledge  Agreement,  the
Credit  Agreement and the other Loan Documents,  the instruments  comprising the
Pledged  Property,  applicable  law or otherwise,  shall be  cumulative  and not
exclusive and shall be enforceable  alternatively,  successively or concurrently
as  Pledgee  may deem  expedient.  No failure or delay on the part of Pledgee in
exercising  any of its options,


                                      -5-
<PAGE>


powers or rights or partial  or single  exercise  thereof,  shall  constitute  a
waiver of such option, power or right.


      6.  JURY TRIAL WAIVER; OTHER WAIVERS
          AND CONSENTS; GOVERNING LAW
          --------------------------------

      (a) The validity,  interpretation and enforcement of this Pledge Agreement
and the other Loan  Documents  and any dispute  arising out of the  relationship
between the parties  hereto,  whether in contract,  tort,  equity or  otherwise,
shall be governed by the internal laws of the State of New York.

      (b)  Pledgor  irrevocably   consents  and  submits  to  the  non-exclusive
jurisdiction  of State of New York 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
--- ----------
Pledge Agreement or any of the other Loan Documents or in any way connected with
or related or  incidental  to the  dealings of the parties  hereto in respect of
this Pledge  Agreement 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  with  respect  to any such  matters  shall be heard  only in the courts
described above (except that Pledgee shall have the right to bring any action or
proceeding  against  Pledgor  or  its  property  in  the  courts  of  any  other
jurisdiction which Pledgee deems necessary or appropriate in order to realize on
the Pledged  Property or to otherwise  enforce its rights against Pledgor or its
property).

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

      (d)  PLEDGOR  AND  PLEDGEE  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  AGREEMENT 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 PLEDGEE
AND THE LENDERS TO ACCEPT THIS PLEDGE  AGREEMENT  AND TO MAKE LOANS  PURSUANT TO
THE TERMS OF THE CREDIT AGREEMENT.

      (e)  Pledgee  shall not have any  liability  to Pledgor  (whether in tort,
contract,  equity or  otherwise)  for losses  suffered by Pledgor in  connection
with, arising out of, or in any way related to the transactions or relationships
contemplated by this Pledge  Agreement,  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 Pledgee,  that the losses were the result of
acts or omissions  constituting gross negligence or willful  misconduct.  In any
such  litigation,  Pledgee  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 this Pledge Agreement.


                                      -6-
<PAGE>


      7.  MISCELLANEOUS
          -------------

      (a) Pledgor agrees that at any time and from time to time upon the written
request of Pledgee,  Pledgor shall  execute and deliver such further  documents,
including,  but not limited to,  irrevocable  proxies or stock  powers,  in form
satisfactory  to counsel  for  Pledgee,  and will take or cause to be taken such
further  acts as Pledgee  may  request in order to effect the  purposes  of this
Pledge Agreement and perfect or continue the perfection of the security interest
in the Pledged Property granted to Pledgee hereunder.

      (b) Beyond the exercise of  reasonable  care to assure the safe custody of
the Pledged Property (whether such custody is exercised by Pledgee, or Pledgee's
nominee,  agent or bailee)  Pledgee or Pledgee's  nominee  agent or bailee shall
have no duty or liability to protect or preserve any rights  pertaining  thereto
and shall be  relieved  of all  responsibility  for the  Pledged  Property  upon
surrendering it to Pledgor or foreclosure with respect thereto.

      (c) All notices,  requests and demands to or upon the  respective  parties
hereto  shall be in writing and shall be deemed to have been duly 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
registered or certified  mail,  return  receipt  requested,  five (5) days after
mailing.  All notices,  requests and demands upon the parties are to be given to
the following  addresses (or to such other address as any party may designate by
notice in accordance with this Section):

      If to Pledgor:    Unidigital Inc.
                        229 W. 28th Street
                        New York, New York 10001
                        Attention: Mr. William E. Dye, Chief Executive Officer

      If to Pledgee:    Fleet Bank, N.A., as Administrative Agent
                        1185 Avenue of the Americas
                        New York, New York 10036
                        Attention: Ms. Beth Goodman, Vice President

      (d) All  references  to the plural herein shall also mean the singular and
to the singular shall also mean the plural.  All references to Pledgor,  Pledgee
and Issuer pursuant to the definitions set forth in the recitals  hereto,  or to
any other person herein, shall include their respective  successors and assigns.
The words "hereof," "herein,"  "hereunder," "this Pledge Agreement" and words of
similar  import  when used in this Pledge  Agreement  shall refer to this Pledge
Agreement as a whole and not any particular  provision of this Pledge  Agreement
and as this Pledge  Agreement now exists or may hereafter be amended,  modified,
supplemented, extended, renewed, restated or replaced. An Event of Default shall
exist or  continue  or be  continuing  until  such Event of Default is waived in
accordance with Section 7(g) hereof.

      (e) This Pledge Agreement, the other Loan Documents and any other document
referred to herein or therein  shall be binding upon Pledgor and its  successors
and assigns and inure to the  benefit of and be  enforceable  by Pledgee and its
successors and assigns.


                                      -7-
<PAGE>


      (f) If any  provision  of this Pledge  Agreement  is held to be invalid or
unenforceable,  such  invalidity or  unenforceability  shall not invalidate this
Pledge  Agreement as a whole,  but this Pledge  Agreement  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.

      (g) Neither  this  Pledge  Agreement  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 an authorized officer of Pledgee. Pledgee 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  Pledgee.  Any such
waiver shall be enforceable only to the extent specifically set forth therein. A
waiver by Pledgee 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 Pledgee would  otherwise have on any future  occasion,  whether similar in
kind or otherwise.

      IN WITNESS  WHEREOF,  Pledgor has executed this Pledge Agreement as of the
day and year first above written.

                                            UNIDIGITAL INC.

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

                                            Name: William E. Dye
                                                  ------------------------------


                                            Title: Chief Executive Officer
                                                   -----------------------------


                                      -8-
<PAGE>


                                    EXHIBIT A
                                       TO
                          PLEDGE AND SECURITY AGREEMENT
                          -----------------------------


      Issuers                       Certificate No.          Shares
      -------                       ---------------          ------

Unidigital Elements (NY), Inc.           1                        20

Unison (NY), Inc.                        1                       100

Unison (MA), Inc.                        1                       100

Unidigital Elements (SF), Inc.           1                         3

Mega Art Corp.                           1                         5

Mega Art Corp.                           2                        89

Mega Art Corp.                           3                         6

SuperGraphics Holding Company, Inc.      C22                 500,000

Elements (UK) Limited                    13                      651




                                      -9-