<PAGE>   1
                     [THE CHASE MANHATTAN BANK LETTERHEAD]





November 27, 1996

Mr. William Dye, President
Unidigital/ Cardinal Corporation
20 West 20th Street
New York, New York 10011

Dear Bill:

Reference is made to the Credit Agreement dated November 11, 1996, as amended,
between Unidigital/ Cardinal Corporation (the "Borrower") and The Chase
Manhattan Bank (the "Bank") (as amended or otherwise modified from time to
time). Terms used herein which are defined in the Credit Agreement are used
herein as therein.

It is hereby agreed by the Borrower and the Bank as follows:

The credit agreement for the $1,400,000 Line of Credit is, effective November
27, 1996, hereby amended as follows:

1. The maturity date is extended until 1/31/98.

If you agree to the terms and provisions hereof, please evidence your agreement
by executing and returning this letter to:

The Chase Manhattan Bank
600 Fifth Avenue - Fifth Floor
New York NY 10020
Attention: Donald Furrer, Vice President
<PAGE>   2

                     [THE CHASE MANHATTAN BANK LETTERHEAD]





                                                            November 11, 1996

Mr. William Dye, President
Unidigital/ Cardinal Corporation
20 West 20th Street
New York, NY 10011

Dear Bill:

The Chase Manhattan Bank ("Chase") is pleased to advise that it is prepared, in
its sole discretion, to offer a line of credit to Unidigital/ Cardinal
Corporation (the "Borrower") subject to the terms and conditions described
below.

$1,400,000 Line of Credit to Unidigital/Cardinal Corporation

Amount:                   $1,400,000.

Sublimits:                N/A

Borrower:                 Unidigital/Cardinal Corporation

Type of Credit:           A line of credit repayable on a demand basis.

Maturity:                 September 1, 1997

                          At maturity, the borrower will have the option of
                          repaying the then unpaid principal balance in a term
                          loan of 60 equal monthly principal payments, to
                          include if requested a balloon payment not to exceed
                          $200,000.

Use of Proceeds:          Acquisition Financing

Interest Rate:            All outstanding borrowings under this arrangement
                          will bear interest equal at all times to Chase's
                          Prime Rate (Prime) in effect from time to time.
                          Interest is to be computed on an actual /360-day
                          basis and is payable monthly.

Fees:                     N/A

Requests for Advances:    Any advances made under this line of credit will be
                          on the terms and conditions as Chase may require at
                          the time the Borrower requests an advance and must be
                          evidenced by documents in form and substance
                          satisfactory to Chase.

 Security:                Unidigital Inc. will pledge, transfer and assigns to
                          the Bank and grant to the Bank a security interest
                          in, and a general lien upon and/ or right of offset
                          against $1,750,000 in collateral as per the
                          Collateral Agreement [Third Party} document executed
                          at closing.
<PAGE>   3

Additional Conditions:    In addition to the above mentioned terms and
                          conditions, and in order to enable Chase to perform
                          its ongoing financial review, the Borrower will be
                          required to comply with the following conditions:

                          a. The Borrower will furnish to Chase:

                          1. Within 120 days after the close of each Fiscal
                          Year, audited consolidated statements for Unidigital
                          Inc., prepared by an accounting firm acceptable to
                          the bank along with consolidating statements for each
                          subsidiary.

                          2. Within 90 days after the date of the each
                          semi-annual date, consolidated statements for
                          Unidigital Inc., prepared by an accounting firm
                          acceptable to the bank along with consolidating
                          statements for each subsidiary.

                          3. Quarterly statements internally prepared by 
                          management for Unidigital Inc, and its subsidiaries.

Chase reserves the right to request, and the Borrower agrees to provide, such
other information as Chase may determine necessary in order to exercise its
discretion in honoring requests for advances under this line of credit.

This line of credit does not constitute a commitment or in any way obligate
Chase to lend whether or not the Borrower satisfies the conditions stated in
this letter, and is issued subject to Chase, in its sole discretion, continuing
to be satisfied with the Borrower's financial condition and economic prospects,
prompt advice to Chase of any circumstances which might materially or adversely
affect the Borrower, and the Borrower's maintenance of a satisfactory
relationship with Chase.

This letter is for the Borrower's information only and is not to be shown or
relied upon by third parties. This letter constitutes the entire understanding
between Chase and the Borrower and supersedes all prior discussions. The terms
and conditions set forth in this letter shall survive the execution of the note
evidencing the indebtedness and shall remain in effect so long as this facility
remains in place or any amounts remain outstanding under this line of credit.

Chase will consider requests for advances hereunder until January 31, 1998
unless this discretionary line of credit is earlier terminated by Chase in its
sole discretion.

Please acknowledge your understanding of and agreement to the foregoing by
signing and returning the enclosed copy of this letter to the undersigned no
later than  November 30, 1996.

Very truly yours,
THE CHASE MANHATTAN BANK

/s/ DONALD FURRER             
-------------------------------
Donald Furrer, Vice President
(212) 332-4329


RECEIPT OF THE FOREGOING LETTER
IS HEREBY ACKNOWLEDGED, TOGETHER WITH
ASSENT TO THE TERMS THEREOF:
Unidigital /Cardinal Corporation
By:      /s/ WILLIAM E. DYE                 Date:   11/21/96
   -----------------------------------           ---------------
Its:     CEO                               
    ----------------------------------
<PAGE>   4

                     [THE CHASE MANHATTAN BANK LETTERHEAD]





                                                      November 11, 1996

Mr. William Dye, President
Unidigital /Cardinal Corporation
20 West 20th Street
New York, NY 10011

Dear  Bill:

The Chase Manhattan Bank ("Chase") is pleased to advise that it is prepared, in
its sole discretion, to offer a line of credit to Unidigital /Cardinal
Corporation (the "Borrower") subject to the terms and conditions described
below.

$1,200,000 Line of Credit to Unidigital /Cardinal Corporation

Amount:                   $1,200,000.

Sublimits:                N/A

Borrower:                 Unidigital/Cardinal Corporation

Guarantors:               Unlimited Guaranty of Payment of Unidigital Inc.

Type of Credit:           A line of credit repayable on a demand basis.

Use of Proceeds:          Working Capital

Interest Rate:            All outstanding borrowings under this arrangement
                          will bear interest equal at all times to Chase's
                          Prime Rate plus one-half percent (Prime + 1/2%) in
                          effect time to time. Interest is to be computed on an
                          actual /360-day basis and is payable monthly.

Fees:                     The Borrower agrees to pay a line origination fee of
                          $2,250 to cover Chase's costs associated with the
                          preparation of this line of credit.

Clean Up Requirement:     This line of credit is subject to the requirement
                          that for 30 consecutive days during a twelve month
                          period, there shall be no loans outstanding.

Requests for Advances:    Any advances made under this line of credit will be
                          on the terms and conditions as Chase may require at
                          the time the Borrower requests an advance and must be
                          evidenced by documents in form and substance
                          satisfactory to Chase.
<PAGE>   5



Borrowing Base:           All drawdowns will be subject to a maximum borrowing
                          base not to exceed 80 % of eligible accounts
                          receivable aged 90 days and less. Unidigital/
                          Cardinal Corporation will provide a monthly borrowing
                          base certificate to the Bank within 15 days after the
                          end of each month so long as there are loans
                          outstanding under this Line of Credit.

                          The first borrowing base will be tested at 91 days
                          after the acquisition date of Cardinal Communications
                          Inc. by Unidigital Inc.

Security:                 A first priority security interest in all of the
                          Borrower's accounts receivable, inventory, machinery,
                          equipment, fixtures, chattel paper and general
                          intangibles, including but not limited to, corporate
                          name, trademarks, trade names, goodwill, patents,
                          copyrights and know how.

Additional Conditions:    In addition to the above mentioned terms and
                          conditions, and in order to enable Chase to perform
                          its ongoing financial review, the Borrower will be
                          required to comply with the following conditions:

                          a. The Borrower will furnish to Chase:

                          1. Within 120 days after the close of each Fiscal
                          Year, audited consolidated statements for Unidigital
                          Inc., prepared by an accounting firm acceptable to
                          the bank along with consolidating statements for each
                          subsidiary.

                          2. Within 90 days after the date of the each
                          semi-annual date, consolidated statements for
                          Unidigital Inc., prepared by an accounting firm
                          acceptable to the bank along with consolidating
                          statements for each subsidiary.

                          3. Quarterly statements internally prepared by
                          management for Unidigital Inc, and its subsidiaries.

                          4. A monthly accounts receivable aging report due
                          within 15 days of the end of each month so long as
                          there are loans outstanding under this line of
                          credit.

                          5.Quarterly 10-K and 10-Q reports.

Chase reserves the right to request, and the Borrower agrees to provide, such
other information as Chase may determine necessary in order to exercise its
discretion in honoring requests for advances under this line of credit.

This line of credit does not constitute a commitment or in any way obligate
Chase to lend whether or not the Borrower satisfies the conditions stated in
this letter, and is issued subject to Chase, in its sole discretion, continuing
to be satisfied with the Borrower's financial condition and economic prospects,
prompt advice to Chase of any circumstances which might materially or adversely
affect the Borrower, and the Borrower's maintenance of a satisfactory
relationship with Chase.
<PAGE>   6
This letter is for the Borrower's information only and is not to be shown or
relied upon by third parties. This letter constitutes the entire understanding
between Chase and the Borrower and supersedes all prior discussions. The terms
and conditions set forth in this letter shall survive the execution of the note
evidencing the indebtedness and shall remain in effect so long as this facility
remains in place or any amounts remain outstanding under this line of credit.

Chase will consider requests for advances hereunder until January 31, 1998
unless this discretionary line of credit is earlier terminated by Chase in its
sole discretion.

Please acknowledge your understanding of and agreement to the foregoing by
signing and returning the enclosed copy of this letter to the undersigned no
later than November 30, 1996.


Very truly yours,
THE CHASE MANHATTAN BANK

/s/ DONALD FURRER            
-----------------------------
Donald Furrer, Vice President
(212) 332-4329


RECEIPT OF THE FOREGOING LETTER
IS HEREBY ACKNOWLEDGED, TOGETHER WITH
ASSENT TO THE TERMS THEREOF:

Unidigital/Cardinal Corporation

By:      /s/ WILLIAM E. DYE                Date: 11/20/96
   -------------------------------------        ---------------------

Its:     CEO                               
    ------------------------------------        
<PAGE>   7
                                CHASE LETTERHEAD


                            GRID TIME PROMISSORY NOTE

                                                             New York, New York

                                                              November 21, 1996

              For value received, the undersigned unconditionally (and if more
     than one, jointly and severally) promises to pay to the order of THE CHASE
     MANHATTAN BANK ("Chase"), at its office located at 270 Park Avenue, New
     York, New York, or to such other address as Chase may notify the
     undersigned, the sum of One million two hundred thousand DOLLARS
     ($1,200,000.00) or such unpaid principal amount of each loan made to
     the undersigned by Chase and outstanding under this Note, on the maturity
     date(s) as shown on the attached schedule or any continuation of the
     schedule.

              This Note includes any Schedule or Rider attached hereto.

              MATURITY DATE(S). Each loan shall mature on the last day of the
     Interest Period therefor, as noted on the Interest Period column on the
     attached schedule. As to a Variable Rate loan, if no Interest Period is
     noted, then such loan is payable ON DEMAND.

              INTEREST. The undersigned promise(s) to pay interest on the unpaid
     balance of the principal amount of each such loan from and including the
     date of each such loan to but excluding the date such loan shall be paid in
     full at the following applicable rates (check Other Rate box if
     applicable):

              Variable Rate:   A rate of interest per year which shall
                               automatically increase or decrease from time to
                               time so that at all times such rate shall remain
                               equal to that rate of interest from time to time
                               announced by Chase at its head office as its
                               prime commercial lending rate (the "Prime Rate")
                               PLUS 1/2%. Changes in the rate of interest
                               hereunder shall be effective as of and for the
                               entire day on which such change in the Prime
                               Rate becomes effective.


              and
                Other Rate: see Rider(s) attached hereto.

              Interest shall be payable, as to a Variable Rate loan, on THE
     FIRST DAY of each month and as to an Other Rate loan, on the last day of
     each Interest Period, or if such Interest Period is more than 90 days, then
     on the 90th day after the date of such loan and on the last day of such
     Interest Period, unless otherwise specified on a Rider attached hereto, in
     respect of the corresponding principal. Interest shall be calculated on the
     basis of a year of 360 days and payable for the actual number of days
     elapsed.

              After the occurrence of an Event of Default set forth below,
     Chase, at its option, by written notice to the undersigned may increase the
     interest rate on this Note by an additional four percent (4%) per year
     effective on the date of such notice.

              PAYMENTS. All payments under this Note shall be made in lawful
     money of the United States of America and in immediately available funds at
     Chase's office specified above. Chase may (but shall not be obligated to)
     debit the amount of any payment (principal or interest) under this Note
     when due to any deposit account of (any of) the undersigned with Chase. If
     the undersigned are more than one, all obligations of each of the
     undersigned under this Note shall be joint and several. This Note may be
     prepaid without premium unless otherwise specified on a Rider attached
     hereto. Chase may apply any money received or collected for payment of this
     Note to the principal of, interest on or any other amount payable under,
     this Note in any order that Chase may elect.
<PAGE>   8
              Whenever any payment to be made hereunder (including principal and
     interest) shall be stated to be due on a day on which Chase's head office
     is not open for business, that payment will be due on the next following
     banking day, and any extension of time shall in each case be included in
     the computation of interest payable on this Note.

              If any payment (principal or interest) shall not be paid when due
     other than a payment of the entire principal balance of the Note due upon
     acceleration after default, the undersigned shall pay a late payment charge
     equal to five percent (5%) of the amount of such delinquent payment,
     provided that the amount of such late payment charge shall be not less than
     $25 nor more than $500.

              AUTHORIZATIONS. The undersigned hereby authorizes Chase to make
     loans and disburse the proceeds thereof to the account listed below and to
     make repayments of such loans by debiting such account upon oral,
     telephonic or telecopied instructions made by any person purporting to be
     an officer or agent of the undersigned who is empowered to make such
     requests and give such instructions. The undersigned may amend these
     instructions, from time to time, effective upon actual receipt of the
     amendment by Chase. Chase shall not be responsible for the authority, or
     lack of authority, of any person giving such telephonic instructions to
     Chase pursuant to these provisions. By executing this Note, the undersigned
     agrees to be bound to repay any loan obtained hereunder as reflected on
     Chase's books and records and made in accordance with these authorizations,
     regardless of the actual receipt of the proceeds thereof.

              RECORDS. The date, amount and maturity date of each loan under
     this Note and each payment of principal, loan(s) to which such principal is
     applied (which shall be at the discretion of Chase) and the outstanding
     principal balance of loans, shall be recorded by Chase on its books and
     prior to any transfer of this Note (or, at the discretion of Chase at any
     other time) endorsed by Chase on the schedule attached or any continuation
     of the schedule. Any such endorsement shall be conclusive absent manifest
     error.

              REPRESENTATIONS AND WARRANTIES. If the undersigned is other than
     an individual, the undersigned represents and warrants upon the execution
     and delivery of this Note and upon each loan request hereunder, that: (a)
     it is duly organized and validly existing under the laws of the
     jurisdiction of its organization or incorporation and, if relevant under
     such laws, in good standing; (b) it has the power to execute and deliver
     this Note and to perform its obligations hereunder and has taken all
     necessary action to authorize such execution, delivery and performance; (c)
     such execution, delivery and performance do not violate or conflict with
     any law applicable to it, any provision of its organizational documents,
     any order or judgment of any court or other agency of government applicable
     to it or any of its assets or any material contractual restriction binding
     on or materially affecting it or any of its assets; (d) to the best of
     undersigned's knowledge, all governmental and other consents that are
     required to have been obtained by it with respect to this Note have been
     obtained and are in full force and effect and all conditions of any such
     consents have been complied with; (e) its obligations under this Note
     constitute its legal, valid and binding obligations, enforceable in
     accordance with its terms except to the extent that such enforcement may be
     limited by applicable bankruptcy, insolvency or other similar laws
     affecting creditors' rights generally; (f) all financial statements and
     related information furnished and to be furnished to Chase from time to
     time by the undersigned are true and complete and fairly present the
     financial or other information stated therein as at such dates or for the
     periods covered thereby; (g) there are no actions, suits, proceedings or
     investigations pending or, to the knowledge of the undersigned, threatened
     against or affecting the undersigned before any court, governmental agency
     or arbitrator, which involve forfeiture of any assets of the undersigned or
     which may materially adversely affect the financial condition, operations,
     properties or business of the undersigned or the ability of the undersigned
     to perform its obligation under this Note; and (h) there has been no
     material adverse change in the financial condition of the undersigned since
     the last such financial statements or information. If the undersigned is an
     individual, the undersigned represents and warrants at the times set forth
     at the beginning of this section, the correctness of clauses (c), (d), (e),
     (f), (g) and (h) above to the extent applicable to an individual.

              NO COMMITMENT. This Note does not create and shall not be deemed
     or construed to create any contractual commitment to lend by Chase. Any
     such commitment in respect of this Note can only be made by and shall only
     be effective to the extent set forth in a separate writing expressly
     designated for that purpose and subscribed by a duly authorized officer of
     Chase.
<PAGE>   9
     SECURITY. As collateral security for the payment of this Note and of any
     and all other obligations and liabilities of the undersigned to Chase, now
     existing or hereafter arising, the undersigned grants to Chase a security
     interest in and a lien upon and right of offset against all moneys, deposit
     balances, securities or other property or interest therein of the
     undersigned now or at any time hereafter held or received by or for or left
     in the possession or control of Chase or any of its affiliates, including
     subsidiaries, whether for safekeeping, custody, transmission, collection,
     pledge or for any other or different purpose.

              DEFAULT. IF ANY OF THE FOLLOWING EVENTS OF DEFAULT SHALL OCCUR
     with respect to any of the undersigned (each an "Event of Default"):
                  (a) the undersigned shall fail to pay the principal of, or
              interest on, this Note, or any other amount payable under this
              Note, as and when due and payable;
                  (b) any representation or warranty made or deemed made by the
              undersigned in this Note or in any document granting security or
              support for (or otherwise executed in connection with) this Note
              or by any third party supporting or liable with respect to this
              Note (whether by guaranty, subordination, grant of security or any
              other credit support, a "Third Party") in any document evidencing
              the obligations of a Third Party (this Note and all of the
              foregoing documents and all agreements, instruments or other
              documents executed by the undersigned or a Third Party being the
              "Facility Documents") or which is contained in any certificate,
              document, opinion, financial or other statement furnished at any
              time under or in connection with any Facility Document, shall
              prove to have been incorrect in any material respect on or as of
              the date made or deemed made;
                  (c) the undersigned or any Third Party shall fail to perform
              or observe any term, covenant or agreement contained in any
              Facility Document on its part to be performed or observed, and
              such failure shall continue for 30 consecutive days;
                  (d) the undersigned or any Third Party shall fail to pay when
              due any indebtedness (including but not limited to indebtedness
              for borrowed money) or if any such indebtedness shall become due
              and payable, or shall be capable of becoming due and payable at
              the option of any holder thereof, by acceleration of its maturity,
              or if there shall be any default by the undersigned or any Third
              Party under any agreement relating to such indebtedness;
                  (e) the undersigned or any Third Party: (i) shall generally
              not, or be unable to, or shall admit in writing its inability to,
              pay its debts as such debts become due; (ii) shall make an
              assignment for the benefit of creditors; (iii) shall file a
              petition in bankruptcy or for any relief under any law of any
              jurisdiction relating to reorganization, arrangement, readjustment
              of debt, dissolution or liquidation; (iv) shall have any such
              petition filed against it and the same shall remain undismissed
              for a period of 30 days or shall consent or acquiesce thereto; or
              (v) shall have had a receiver, custodian or trustee appointed for
              all or a substantial part of its property;
                  (f) if the undersigned or any Third Party is an individual,
              such individual shall die or be declared incompetent;
                  (g) any Third Party Facility Document shall at any time and
              for any reason cease to be in full force and effect or shall be
              declared null and void, or its validity or enforceability shall be
              contested by the relevant Third Party or such Third Party shall
              deny it has any further liability or obligation under any Facility
              Document or shall fail to perform its obligations under any
              Facility Document;
                  (h) any security agreement or other agreement (whether by the
              undersigned or any Third Party) granting a security interest,
              lien, mortgage or other encumbrance securing obligations under any
              Facility Document shall at any time and for any reason cease to
              create a valid and perfected first priority security interest,
              lien, mortgage or other encumbrance in or on the property
              purported to be subject to such agreement or shall cease to be in
              full force and effect or shall be declared null and void, or the
              validity or enforceability of any such agreement shall be
              contested by any party to such agreement, or such party shall deny
              it has any further liability or obligation under such agreement or
              any such party shall fail to perform any of its obligations under
              such agreement;
                  (i) the undersigned shall make or permit to be made any
              material change in the character, management or direction of the
              undersigned's business or operations (including, but not limited
              to, a change in its executive management or in the ownership of
              its capital stock which effects a change in the control of any
              such business or operations), which is not satisfactory to Chase;
                  (j) the undersigned or any Third Party shall suffer a material
              adverse change in its business, financial condition, properties or
              prospects;
                  (k) any action, suit, proceeding or investigation against or
              affecting the undersigned or a Third Party before any court or
              governmental agency which involves forfeiture of any assets of the
              undersigned or a Third Party shall have been commenced; or
<PAGE>   10
                  (l) one or more judgments, decrees or orders for the payment
              of money in excess of $50,000 in the aggregate shall be rendered
              against the undersigned and shall continue unsatisfied and in
              effect for a period of 30 consecutive days without being vacated,
              discharged, satisfied or stayed or bonded pending appeal.

     THEN, IN ANY SUCH CASE, if Chase shall elect by notice to the undersigned,
     the unpaid principal amount of this Note, together with accrued interest,
     shall become forthwith due and payable; provided that in the case of an
     event of default under (e) above, the unpaid principal amount of this Note,
     together with accrued interest, shall immediately become due and payable
     without any notice or other action by Chase.

              THE EVENTS OF DEFAULT AND REMEDIES SET FORTH ABOVE ARE IN ADDITION
     TO AND WITHOUT IN ANY WAY DIMINISHING ANY RIGHT BY CHASE TO MAKE DEMAND FOR
     PAYMENT AT ANY TIME.

              CERTAIN WAIVERS. The undersigned waive(s) presentment, notice of
     dishonor, protest and any other notice or formality with respect to this
     Note.

              COSTS. The undersigned agree(s) to reimburse Chase on demand for
     all costs, expenses and charges (including, without limitation, fees and
     charges of external legal counsel for Chase and costs allocated by its
     internal legal department) in connection with the preparation,
     interpretation, performance or enforcement of this Note and the Facility
     Documents.

              NOTICES. All notices, requests, demands or other communications to
     or upon the undersigned or Chase shall be in writing and shall be deemed to
     be delivered upon receipt if delivered by hand or overnight courier or five
     days after mailing to the address (a) of the undersigned as set forth next
     to the undersigned's execution of this Note, (b) of Chase as first set
     forth above, or (c) of the undersigned or Chase at such other address as
     the undersigned or Chase shall specify to the other in writing.

              ASSIGNMENT. This Note shall be binding upon the undersigned and
     its or their successors and shall inure to the benefit of Chase and its
     successors and assigns.

              AMENDMENT AND WAIVER. This Note may be amended only by a writing
     signed on behalf of each party and shall be effective only to the extent
     set forth in that writing. No delay by Chase in exercising any power or
     right hereunder shall operate as a waiver thereof or of any other power or
     right; nor shall any single or partial exercise of any power or right
     preclude other or future exercise thereof, or the exercise of any other
     power or right hereunder.

              GOVERNING LAW; JURISDICTION. This Note shall be governed by and
     construed in accordance with the laws of the State of New York, Connecticut
     or New Jersey, depending on the location of the Chase office set forth in
     this Note. The undersigned consent(s) to the nonexclusive jurisdiction and
     venue of the state or federal courts located in such state. In the event of
     a dispute hereunder, suit may be brought against the undersigned is such
     courts or in any jurisdiction where the undersigned or any of its assets
     may be located. Service of process by Chase in connection with any dispute
     shall be binding on the undersigned if sent to the undersigned by
     registered mail at the address(es) specified below or to such further
     address(es) as the undersigned may specify to Chase in writing.

              MAXIMUM INTEREST. Notwithstanding any other provision of this
     Note, the undersigned shall not be required to pay any amount pursuant to
     this Note which is in excess of the maximum amount permitted to be charged
     by national banks under applicable law and any such excess interest paid
     shall be refunded to the undersigned or applied to principal owing
     hereunder.

              COMMERCIAL TRANSACTION. IF THE UNDERSIGNED IS A CONNECTICUT
     DOMICILED ENTITY OR RESIDENT, EACH OF THE UNDERSIGNED HEREBY ACKNOWLEDGES
     THAT THIS NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY CONSTITUTE
     COMMERCIAL TRANSACTIONS WITHIN THE MEANING OF SECTION 52L-278a OF THE
     CONNECTICUT GENERAL STATUTES. EACH OF THE UNDERSIGNED EXPRESSLY WAIVES ANY
     AND ALL RIGHTS, CONSTITUTIONAL OR OTHERWISE, WITH RESPECT TO NOTICE AND
     HEARING AND ANY RIGHTS UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL
     STATUTES IN CONNECTION WITH ANY PREJUDGMENT REMEDY AVAILABLE TO CHASE.
<PAGE>   11
         BORROWER WAIVERS. THE UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE(S) (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY
RIGHT TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS NOTE
OR ANY FACILITY DOCUMENT, AND AGREES THAT ANY SUCH DISPUTE SHALL, AT CHASE'S
OPTION, BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

         IN ADDITION, THE UNDERSIGNED WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE
BASED UPON ANY STATUTE OF LIMITATIONS OR ANY CLAIM OF DELAY BY CHASE AND ANY
SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION.


                                    Chase Account No. to be charged for 
                                    Disbursements and Payments:
                                             002-1-543954
                                    -----------------------------


Address for notices:                Unidigital/Cardinal Corporation    
                                    -------------------------------------------
20 West 20th Street                 By: /s/ William Dye
------------------------                ----------------------------------------
New York, New York 10011            Print Name: William Dye
------------------------                        --------------------------------
                                    Title: CEO                                 
------------------------                   -------------------------------------
                                    By:
------------------------                ----------------------------------------
Telecopier No.  (   )      -        Print Name:                        
                 ---  ----   -----              --------------------------------
                                    Title: 
                                           -------------------------------------

<PAGE>   12
                                SCHEDULE TO GRID
                               PROMISSORY NOTE OF
                  _______________________ DATED NOV. 21, 1996.




<TABLE>
<CAPTION>
                                                                                                AGGREGATE
                                                                                                PRINCIPAL
   DATE                                                                                          BALANCE           NOTATION
    OF                 INTEREST          AMOUNT OF          INTEREST          AMOUNT OF         REMAINING            MADE
   LOAN                 PERIOD              LOAN              RATE             PAYMENT            UNPAID              BY
<S>                    <C>               <C>                <C>               <C>               <C>                <C>

</TABLE>