TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT


      THIS AGREEMENT ("Agreement"),  dated as of May 12, 1999, is by and between
Unidigital  Inc., a Delaware  corporation  ("Debtor"),  with its chief executive
office at 229 West 28th Street, New York, New York 10001 and 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 ("Secured Party"),  having
an office at 1185 Avenue of the Americas, New York, New York 10036.


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

      WHEREAS,  Debtor has adopted,  used and is using,  and is the owner of the
entire right, title, and interest in and to the trademarks,  trade names, terms,
designs and applications  therefor described in Exhibit A hereto and made a part
hereof; and

      WHEREAS,  Secured Party, the Lender Parties and Debtor have entered or are
about to enter into financing  arrangements pursuant to which the Lender Parties
may make loans and advances and provide other financial accommodations to Debtor
as set  forth in the  Credit  Agreement,  dated as of the  date  hereof,  by the
Secured  Party,  the  Lender  Parties  and Debtor (as the same now exists or may
hereafter be amended,  modified,  supplemented,  extended,  renewed, restated or
replaced,   the  "Credit   Agreement")  and  other  agreements,   documents  and
instruments  referred to therein or at any time  executed  and/or  delivered  in
connection  therewith or related  thereto,  including,  but not limited to, this
Agreement (all of the foregoing, together with the Credit Agreement, as the same
now  exist  or may  hereafter  be  amended,  modified,  supplemented,  extended,
renewed,  restated or  replaced,  being  collectively  referred to herein as the
"Loan Documents"); and

      WHEREAS,  in order to  induce  Secured  Party  to  enter  into the  Credit
Agreement and the other Loan  Documents and the Lender Parties to make loans and
advances and provide other financial  accommodations to Debtor pursuant thereto,
Debtor has agreed to grant to Secured Party certain  collateral  security as set
forth herein;

      NOW,  THEREFORE,  in  consideration of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Debtor 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),
Debtor hereby grants to Secured  Party a continuing  security  interest in and a
general  lien  upon,  and a  conditional  assignment  of, the  following  (being
collectively  referred to herein as the  "Collateral"):  (a) all of Debtor's now
existing or hereafter acquired right,  title, and interest in and to: (i) all of
Debtor's trademarks, tradenames, trade styles and service


<PAGE>


marks  and  all  applications,  registrations  and  recordings  relating  to the
foregoing as may at any time be filed in the United  States Patent and Trademark
Office  or in any  similar  office or agency  of the  United  States,  any State
thereof, any political  subdivision thereof or in any other country,  including,
without limitation, the trademarks, terms, designs and applications described in
Exhibit  A  hereto,  together  with all  rights  and  privileges  arising  under
applicable law with respect to Debtor's use of any trademarks, tradenames, trade
styles  and  service  marks,  and all  reissues,  extensions,  continuation  and
renewals thereof (all of the foregoing being collectively  referred to herein as
the  "Trademarks");  (ii) and all prints  and  labels on which such  trademarks,
tradenames,  tradestyles and service marks appear, have appeared or will appear,
and all designs and general  intangibles  of a like nature;  (b) the goodwill of
the  business  symbolized  by  each  of  the  Trademarks,   including,   without
limitation, all customer lists and other records relating to the distribution of
products or services bearing the Trademarks; (c) all income, fees, royalties and
other  payments  at any time due or payable  with  respect  thereto,  including,
without  limitation,  payments  under all  licenses at any time  entered into in
connection  therewith;  (d)  the  right  to sue for  past,  present  and  future
infringements  thereof;  (e) all rights  corresponding  thereto  throughout  the
world;  and (f) any and all other proceeds of any of the  foregoing,  including,
without  limitation,  damages  and  payments or claims by Debtor  against  third
parties for past or future infringement of the Trademarks.


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

      The security  interest,  lien and other interests granted to Secured Party
pursuant to this Agreement shall secure the prompt  performance,  observance and
payment in full of any and all  obligations,  liabilities  and  indebtedness  of
every kind,  nature and description owing by Debtor to Secured Party, the Lender
Parties  and the Hedge  Banks  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  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 Debtor  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 Secured Party
(all  of  the   foregoing   being   collectively   referred  to  herein  as  the
"Obligations").


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

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

      (a) Debtor shall pay and perform all of the Obligations according to their
terms.

      (b) All of the existing  Collateral is valid and  subsisting in full force
and effect,  and Debtor owns the sole,  full and clear  title  thereto,  and the
right  and power to grant  the  security  interest  and  conditional  assignment
granted  hereunder.  Debtor  shall,  at Debtor's  expense,  perform all acts and
execute all  documents  necessary  to maintain the  existence of the  Collateral
consisting of registered Trademarks as registered trademarks and to maintain the
existence of all of the Collateral as valid and subsisting,  including,  without
limitation,  the  filing  of  any  renewal  affidavits  and  applications.   The
Collateral  is  not  subject  to  any  liens,  claims,  mortgages,  assignments,
licenses,  security interests or encumbrances of any


                                      - 2 -
<PAGE>


nature whatsoever, except: the security interests granted hereunder and pursuant
to the Credit  Agreement,  the  security  interests  permitted  under the Credit
Agreement, and the licenses permitted under Section 3(e) below.

      (c) Debtor shall not assign,  sell,  mortgage,  lease,  transfer,  pledge,
hypothecate,  grant a  security  interest  in or lien upon,  encumber,  grant an
exclusive or  non-exclusive  license  relating to the  Collateral,  or otherwise
dispose of any of the Collateral, in each case without the prior written consent
of Secured Party,  which consent shall not be unreasonably  withheld,  except as
otherwise permitted herein or in the Credit Agreement. Nothing in this Agreement
shall be deemed a consent by Secured  Party to any such  action,  except as such
action is expressly permitted hereunder.

      (d) Debtor  shall,  at  Debtor's  expense,  promptly  perform all acts and
execute  all  documents  requested  at any time by  Secured  Party to  evidence,
perfect,  maintain,  record or enforce the security  interest in and conditional
assignment  of the  Collateral  granted  hereunder or to  otherwise  further the
provisions of this Agreement.  Debtor hereby authorizes Secured Party to execute
and file one or more financing statements (or similar documents) with respect to
the  Collateral,  signed only by Secured  Party or as  otherwise  determined  by
Secured Party. Debtor further authorizes Secured Party to have this Agreement or
any other similar security  agreement filed with the Commissioner of Patents and
Trademarks or any other appropriate federal, state or government office.

      (e) As of the date hereof, Debtor does not have any Trademarks registered,
or subject to pending  applications,  in the United  States Patent and Trademark
Office or any similar office or agency in the United States,  any State thereof,
any  political  subdivision  thereof or in any other  country,  other than those
described  in Exhibit A hereto and has not granted  any  licenses  with  respect
thereto other than as set forth in Exhibit B hereto.

      (f) Debtor  shall,  concurrently  with the  execution and delivery of this
Agreement,  execute and deliver to Secured Party five (5) originals of a Special
Power of Attorney in the form of Exhibit C annexed hereto for the implementation
of the  assignment,  sale or other  disposition  of the  Collateral  pursuant to
Secured  Party's  exercise of the rights and remedies  granted to Secured  Party
hereunder  following the  occurrence  and during the  continuance of an Event of
Default.

      (g)  Secured  Party may, in its  discretion,  pay any amount or do any act
which Debtor fails to pay or do as required hereunder or as requested by Secured
Party to preserve, defend, protect, maintain, record or enforce the Obligations,
the  Collateral,  or the security  interest and conditional  assignment  granted
hereunder,  including,  but not limited to, all filing or recording fees,  court
costs, collection charges,  attorneys' fees and legal expenses.  Debtor shall be
liable to Secured Party for any such  payment,  which payment shall be deemed an
advance by Secured  Party to Debtor,  shall be payable on demand  together  with
interest at the rate then  applicable to the Obligations set forth in the Credit
Agreement and shall be part of the Obligations secured hereby.

      (h)  Contemporaneously   with  the  filing  of  any  application  for  the
registration  of a Trademark with the United States Patent and Trademark  Office
or any  similar  office or agency in the United  States,  the Debtor  shall give
Secured Party written notice of such action.  If, after the date hereof,  Debtor
shall (i) obtain any  registered  trademark or tradename,  or apply for any such
registration in the United States Patent and Trademark  Office or in any similar
office  or  agency in the  United  States,  any  State  thereof,  any  political
subdivision  thereof or in any other  country,  or (ii)  become the owner of any
trademark  registrations or applications for trademark  registration used in the
United  States or any State  thereof,


                                     - 3 -
<PAGE>


political subdivision thereof or in any other country, the provisions of Section
1 hereof shall automatically  apply thereto.  Upon the request of Secured Party,
Debtor  shall  promptly  execute  and  deliver  to  Secured  Party  any  and all
assignments,  agreements, instruments, documents and such other papers as may be
requested by Secured Party to evidence the security  interest in and conditional
assignment of such Trademark in favor of Secured Party.

      (i) Debtor has not abandoned any of the  Trademarks and Debtor will not do
any act, nor omit to do any act,  whereby the Trademarks  may become  abandoned,
invalidated,  unenforceable,  voided,  or voidable.  Debtor shall notify Secured
Party  immediately  if it  knows or has  reason  to know of any  reason  why any
application,  registration,  or  recording  with respect to the  Trademarks  may
become abandoned, canceled, invalidated, voided, or voidable.

      (j) Debtor shall render any  assistance,  as Secured Party shall determine
is necessary, to Secured Party in any proceeding before the United States Patent
and  Trademark  Office,  any federal or state  court,  or any similar  office or
agency in the  United  States,  any State  thereof,  any  political  subdivision
thereof or in any other country,  to maintain such  application and registration
of the Trademarks as Debtor's  exclusive property and to protect Secured Party's
interest therein, including, without limitation,  filing of renewals, affidavits
of  use,  affidavits  of  incontestability  and  opposition,  interference,  and
cancellation proceedings.

      (k) To Debtor's actual knowledge, no material infringement or unauthorized
use presently is being made of any of the Trademarks that would adversely affect
in any material  respect the fair market value of the Collateral or the benefits
of this Agreement granted to Secured Party, including,  without limitation,  the
validity,  priority or perfection of the security interest granted herein or the
remedies of Secured Party hereunder.  Debtor shall promptly notify Secured Party
if Debtor (or any  affiliate  or  subsidiary  thereof)  learns of any use by any
person of any term or design which  infringes  on any  Trademark or is likely to
cause confusion with any Trademark.  If requested by Secured Party,  Debtor,  at
Debtor's expense, shall join with Secured Party in such action as Secured Party,
in Secured Party's discretion,  may deem advisable for the protection of Secured
Party's interest in and to the Trademarks.

      (l) Debtor assumes all  responsibility  and liability arising from its use
of the Trademarks  (and.  prior to the occurrence and continuance of an Event of
Default,  the  use of  the  Trademarks  by  its  licensees)  and  Debtor  hereby
indemnifies  and holds Secured Party harmless from and against any claim,  suit,
loss, damage, or expense (including  attorneys' fees and legal expenses) arising
out of any alleged  defect in any  product  manufactured,  promoted,  or sold by
Debtor (or any affiliate or subsidiary thereof) in connection with any Trademark
or out of the  manufacture,  promotion,  labeling,  sale or advertisement of any
such product by Debtor (or any affiliate or subsidiary  thereof).  The foregoing
indemnity shall survive the payment of the Obligations,  the termination of this
Agreement and the termination or non-renewal of the Credit Agreement.

      (m) Debtor shall  promptly pay Secured Party for any and all  expenditures
made by Secured Party  pursuant to the  provisions of this  Agreement or for the
defense,  protection or enforcement of the Obligations,  the Collateral,  or the
security interests and conditional assignment granted hereunder,  including, but
not limited to, all filing or recording fees, court costs,  collection  charges,
travel expenses, and attorneys' fees and legal expenses. Such expenditures shall
be payable on demand,  together with interest at the rate then applicable to the
Obligations  set  forth  in the  Credit  Agreements  and  shall  be  part of the
Obligations secured hereby.


                                     - 4 -
<PAGE>


      3A.  CERTAIN RESPONSIBILITIES OF THE SECURED PARTY
           ---------------------------------------------

      (a)  Except  in its  capacity  as a lender or an  administrative  agent or
otherwise as a financial  institution  with respect to a financing  transaction,
Secured Party shall not apply for the  registration of or cause the filing of an
application for the  registration of, a trade name,  trademark,  or service mark
which is identical to or confusingly similar to the Trademarks.

      (b) Prior to the time that  Secured  Party has  asserted  its rights under
Section 5 hereof, if in Debtor's  reasonable  opinion Secured Party's management
of the  Trademarks  has  brought  or has  the  reasonable  likelihood  to  bring
discredit to Debtor or to the Trademarks ("Incorrect Management"),  Debtor shall
have the unilateral right to notify Secured Party in writing to cease and desist
any such use and/or control over the use of the Trademarks,  and within the time
specified  (which time shall be  reasonable,  allowing  for  reasonable  time to
discuss and cure any  Incorrect  Management,  and, if  incurable,  allowing  for
reasonable   time  to  prepare   and/or  file  any  necessary  and   appropriate
documentation) to reassign the Trademark(s) in question to Debtor along with any
licenses granted by Secured Party with respect  thereto.  It is hereby agreed by
Debtor that if this Agreement  were  performed as written,  there would exist no
Incorrect  Management  and that no action (or  inaction)  would need to occur in
order to avoid Incorrect Management.

      (c) At such time as Debtor shall have indefeasibly paid in full all of the
Obligations,  this Agreement shall terminate and Secured Party shall execute and
deliver  to  Debtor  all  deeds,  assignments  and other  instruments  as may be
necessary or proper to re-vest in Debtor the full title to the Trademarks.


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

      All Obligations shall become  immediately due and payable,  without notice
or demand,  at the option of Secured Party,  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 Secured Party,  whether provided
under this Agreement, the Credit Agreement, the other Loan Documents, applicable
law or otherwise,  Secured  Party shall have the  following  rights and remedies
which may be exercised  without  notice to, or consent by, Debtor except as such
notice or consent is expressly provided for hereunder:

      (a) Secured  Party may require  that neither  Debtor nor any  affiliate or
subsidiary of Debtor make any use of the Trademarks or any marks similar thereto
for any purpose whatsoever. Secured Party may make use of any Trademarks for the
sale of goods,  completion  of  work-in-process  or  rendering  of  services  in
connection with enforcing any other security  interest  granted to Secured Party
by Debtor or any  subsidiary  or affiliate of Debtor or for such other reason as
Secured Party may determine.

      (b)  Secured  Party may grant such  license or  licenses  relating  to the
Collateral for such term or terms, on such  conditions,  and in such manner,  as
Secured Party shall in its discretion deem appropriate. Such license or licenses
may be general,  special or  otherwise,  and may be granted on an  exclusive  or
non-exclusive  basis throughout all or any part of the United States of America,
its territories and possessions, and all foreign countries.


                                     - 5 -
<PAGE>


      (c) Secured Party may assign,  sell or otherwise dispose of the Collateral
or any part thereof,  either with or without special  conditions or stipulations
except  that if notice  to  Debtor of  intended  disposition  of  Collateral  is
required by law, the giving of five (5) days prior  written  notice to Debtor of
any proposed  disposition  shall be deemed  reasonable notice thereof and Debtor
waives any other notice with respect thereto. Secured Party shall have the power
to buy the Collateral or any part thereof, and Secured Party shall also have the
power to execute  assurances and perform all other acts which Secured Party may,
in its discretion, deem appropriate or proper to complete such assignment, sale,
or disposition. In any such event, Debtor shall be liable for any deficiency.

      (d) In addition to the  foregoing,  in order to implement the  assignment,
sale,  or other  disposition  of any of the  Collateral  pursuant  to the  terms
hereof,  Secured  Party may at any time execute and deliver on behalf of Debtor,
pursuant to the authority granted in the Powers of Attorney described in Section
3(f) hereof,  one or more  instruments  of assignment of the  Trademarks (or any
application,  registration, or recording relating thereto), in form suitable for
filing, recording, or registration. Debtor agrees to pay Secured Party on demand
all costs incurred in any such transfer of the  Collateral,  including,  but not
limited to, any taxes,  fees, and  attorneys'  fees and legal  expenses.  Debtor
agrees that Secured Party has no obligation to preserve rights to the Trademarks
against any other parties.

      (e) Secured Party may first apply the proceeds  actually received from any
such license,  assignment, sale or other disposition of any of the Collateral to
the costs and expenses thereof, including,  without limitation,  attorneys' fees
and all legal, travel and other expenses which may be incurred by Secured Party.
Thereafter,  Secured  Party  may  apply any  remaining  proceeds  to such of the
Obligations  as Secured  Party may in its  discretion  determine.  Debtor  shall
remain liable to Secured Party for any of the Obligations remaining unpaid after
the  application of such proceeds,  and Debtor shall pay Secured Party on demand
any such unpaid  amount,  together with interest at the rate then  applicable to
the Obligations set forth in the Credit Agreement.

      (f) Debtor shall supply to Secured Party or to Secured  Party's  designee,
Debtor's  knowledge and expertise  relating to the  manufacture  and sale of the
products and services  bearing the  Trademarks  and Debtor's  customer lists and
other records  relating to the  Trademarks and the  distribution  thereof at any
time an Event of Default exists and is continuing.

      (g) Nothing contained herein shall be construed as requiring Secured Party
to take any such action at any time. All of Secured Party's rights and remedies,
whether provided under this Agreement, the other Loan Documents, applicable law,
or  otherwise,  shall be  cumulative  and none is  exclusive.  Such  rights  and
remedies may be enforced alternatively, successively, or concurrently.

      (h) Except as set forth in this Agreement, Secured Party shall not use the
Trademarks.


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

      (a) The validity, interpretation and enforcement of this 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 (without giving effect to
principles of conflicts of law).


                                     - 6 -
<PAGE>


      (b)  Debtor  and  Secured  Party  irrevocably  consent  and  submit to the
non-exclusive  jurisdiction  of the  State  of New York  and the  United  States
District  Court for the  Southern  District of New York and waive any  objection
based on venue or forum non  conveniens  with  respect to any action  instituted
                  ----- ---  ----------
therein  arising under this  Agreement or any of the other Loan  Documents or in
any way connected or related or incidental to the dealings of Debtor and Secured
Party  in  respect  of  this  Agreement  or  the  other  Loan  Documents  or the
transactions  related  hereto or thereto,  in each case  whether now existing or
thereafter  arising,  and whether in contract,  tort,  equity or otherwise,  and
agree that any dispute with  respect to any such matters  shall be heard only in
the courts  described  above  (except that Secured Party shall have the right to
bring any action or proceeding  against  Debtor or its property in the courts of
any other  jurisdiction  which Secured Party deems  necessary or  appropriate in
order to realize on the  Collateral or to otherwise  enforce its rights  against
Debtor or its property).

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

      (d) DEBTOR AND THE SECURED PARTY MUTUALLY  HEREBY  KNOWINGLY,  VOLUNTARILY
AND  INTENTIONALLY  WAIVE THE RIGHT TO A TRIAL BY JURY IN  RESPECT  OF ANY CLAIM
BASED HEREON,  ARISING OUT OF, 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 THE
SECURED  PARTY AND THE LENDER  PARTIES TO ACCEPT THIS  AGREEMENT  AND MAKE LOANS
PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.

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


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

      (a) All notices,  requests and demands  hereunder  shall be in writing and
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. All notices,


                                     - 7 -
<PAGE>


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 Debtor:         Unidigital Inc.
                          229 West 28th Street
                          New York, New York 10001
                          Attention: Mr. William E. Dye, Chief Executive Officer

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


      (b) All  references  to the plural herein shall also mean the singular and
to the singular shall also mean the plural. All references to Debtor and Secured
Party 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  Agreement" and words of similar
import when used in this Agreement  shall refer to this Agreement as a whole and
not any particular  provision of this Agreement and as this 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(e)  hereof.  All
references  to the term "Person" or "person"  herein shall mean any  individual,
sole proprietorship,  partnership,  corporation (including,  without limitation,
any corporation which elects subchapter S status under the Internal Revenue Code
of 1986, as amended),  limited liability company, limited liability partnership,
business trust,  unincorporated  association,  joint stock company, trust, joint
venture or other entity or any  government or any agency or  instrumentality  or
political subdivision thereof.

      (c) Any term  defined in the Credit  Agreement  and used herein shall have
the  respective  meanings  ascribed  to such  terms  therein,  unless  specified
otherwise herein.

      (d) This  Agreement,  the other  Loan  Documents  and any  other  document
referred to herein or therein  shall be binding  upon Debtor and its  successors
and assigns and inure to the benefit of and be  enforceable by Secured Party and
its successors and assigns.

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

      (f) Neither  this  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 Secured  Party.  Secured
Party 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 Secured
Party. Any such waiver shall be enforceable only to the extent  specifically set
forth  therein.  A waiver by Secured Party of any right,  power and/or


                                     - 8 -
<PAGE>


remedy on any one  occasion  shall not be construed as a bar to or waiver of any
such right,  power and/or remedy which Secured Party would otherwise have on any
future occasion, whether similar in kind or otherwise.

      IN WITNESS WHEREOF,  Debtor and Secured Party have executed this Agreement
as of the day and year first above written.

                                       UNIDIGITAL INC.

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

                                       Title: Chief Executive Officer


                                       FLEET BANK, N.A., as Administrative Agent

                                       By: /s/ Beth Goodman
                                          --------------------------------------

                                       Title: Vice President



                                     - 9 -
<PAGE>


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


      On this 11th day of May, 1999,  before me personally  came William E. Dye,
to me known,  who being duly  sworn,  did  depose and say,  that he is the Chief
Executive  Officer of UNIDIGITAL  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 12th day of May, 1999,  before me personally came Beth Goodman,  to
me known,  who,  being duly sworn,  did depose and say,  that he/she is the Vice
President of FLEET BANK,  N.A., 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




                                     - 10 -
<PAGE>


                                    EXHIBIT A
                                       TO
                         TRADEMARK COLLATERAL ASSIGNMENT
                             AND SECURITY AGREEMENT


                  LIST OF TRADEMARKS AND TRADEMARK APPLICATIONS
                  ---------------------------------------------


===============================================================================
                        Registration       Registration         Expiration
     Trademark             Number              Date                Date
===============================================================================
      MEGA ART            2,108,405       October 28, 1997







                                     - 11 -
<PAGE>


                                    EXHIBIT B
                                       TO
                         TRADEMARK COLLATERAL ASSIGNMENT
                             AND SECURITY AGREEMENT


                                LIST OF LICENSES
                                ----------------







                                     - 12 -
<PAGE>


                                    EXHIBIT C
                                       TO
                         TRADEMARK COLLATERAL ASSIGNMENT
                             AND SECURITY AGREEMENT


                            SPECIAL POWER OF ATTORNEY
                            -------------------------


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


      KNOW ALL MEN BY THESE PRESENTS, that UNIDIGITAL INC. ("Debtor"), having an
office at 229 West 28th Street,  New York, New York 10001,  hereby  appoints and
constitutes, severally, FLEET BANK, N.A., as Administrative Agent for itself and
ratably for the benefit of certain parties  ("Secured  Party"),  and each of its
officers, its true and lawful attorney, with full power of substitution and with
full power and authority to perform the following acts on behalf of Debtor:

      1. Execution and delivery of any and all agreements, documents, instrument
of assignment,  or other papers which Secured Party,  in its  discretion,  deems
necessary  or  advisable  for the purpose of  assigning,  selling,  or otherwise
disposing of all right,  title,  and interest of Debtor in and to any trademarks
and all registrations,  recordings,  reissues, extensions, and renewals thereof,
or for the purpose of recording, registering and filing of, or accomplishing any
other formality with respect to the foregoing.

      2.  Execution  and  delivery  of  any  and  all   documents,   statements,
certificates  or other papers which  Secured  Party,  in its  discretion,  deems
necessary  or advisable to further the  purposes  described  in  Subparagraph  1
hereof.

      This  Power  of  Attorney  is  made  pursuant  to a  Trademark  Collateral
Assignment and Security Agreement,  dated of even date herewith,  between Debtor
and Secured  Party (the  "Security  Agreement")  and is subject to the terms and
provisions thereof.  This Power of Attorney,  being coupled with an interest, is
irrevocable  until all  "Obligations",  as such term is defined in the  Security
Agreement,  are paid in full and the Security Agreement is terminated in writing
by Secured Party.

Dated: as of May 12, 1999

                                       UNIDIGITAL INC.

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

                                       Title: Chief Executive Officer


                                     - 13 -
<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 being duly  sworn,  did  depose and say,  that he is the Chief
Executive  Officer of UNIDIGITAL  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



                                     - 14 -