FOREIGN GUARANTY


                                                                    May 12, 1999


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

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

Gentlemen:

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

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


      1. GUARANTY.
         --------

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


<PAGE>


or allowable in whole or in part in any such case and including loans, interest,
fees, charges and expenses related thereto and all other obligations of Borrower
or its successors to the Administrative  Agent and the Lenders arising after the
commencement of such case), whether direct or indirect,  absolute or contingent,
joint  or  several,  due  or  not  due,  primary  or  secondary,  liquidated  or
unliquidated,  secured or unsecured,  and however acquired by the Administrative
Agent and the  Lenders  and (ii) all expenses  (including,  without  limitation,
reasonable  attorneys' fees and legal expenses)  incurred by the  Administrative
Agent and the Lenders in connection with the preparation,  execution,  delivery,
recording,  administration,  collection, liquidation, enforcement and defense of
Borrower's  obligations,  liabilities  and  indebtedness  as  aforesaid  to  the
Administrative  Agent and the Lenders, the rights of the Administrative Agent in
any security or under this  Guaranty and all other Loan  Documents or in any way
involving  claims by or  against  the  Administrative  Agent  and/or  any of the
Lenders  directly or indirectly  arising out of or related to the  relationships
between  Borrower,  any of the  Guarantors or any other Obligor (as  hereinafter
defined) and the  Administrative  Agent and/or any of the Lenders,  whether such
expenses are incurred before, during or after the initial or any renewal term of
the Credit  Agreement and the other Loan Documents or after the  commencement of
any case with respect to Borrower under the United States Bankruptcy Code or any
similar statute.

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

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


      2.  WAIVERS AND CONSENTS.
          --------------------

      (a)  Notice  of  acceptance  of this  Guaranty,  the  making  of loans and
advances  and  providing   other  financial   accommodations   to  Borrower  and
presentment, demand, notice of obligation or nonpayment or default and all other
notices to which  Borrower  or any of the  Guarantors  are  entitled  are hereby
waived by each of the  Guarantors.  Each of the Guarantors also waives notice of
and hereby consents to, (i) any


                                        2
<PAGE>


amendment,  modification,  supplement, extension, renewal, or restatement of the
Credit  Agreement  and  any of the  other  Loan  Documents,  including,  without
limitation,  extensions  of time of payment  of, or  increase or decrease in the
amount of, any of the Guaranteed  Obligations,  the interest rate,  fees,  other
charges,  or any  security,  and the  guarantee  made herein  shall apply to the
Credit Agreement and the other Loan Documents and the Guaranteed  Obligations as
so amended, modified, supplemented,  renewed, restated or extended, increased or
decreased, (ii) the  taking, exchange, surrender and  releasing  of  security or
guarantees now or at any time held by or available to the  Administrative  Agent
and the Lenders for the  obligations  of Borrower or any other party at any time
liable on or in respect of the Guaranteed Obligations or who is the owner of any
property  which is security for the  Guaranteed  Obligations  (individually,  an
"Obligor" and collectively, the "Obligors"),  including, without limitation, the
surrender or release by the  Administrative  Agent of any one of the  Guarantors
hereunder, (iii) the exercise of, or refraining  from the exercise of any rights
against  Borrower,  any of the  Guarantors or any other Obligor or any security,
(iv) the settlement, compromise or release of, or the waiver of any default with
respect  to, any  of  the  Guaranteed  Obligations  and (v) any financing by the
Administrative  Agent and/or any of the Lenders of Borrower under Section 364 of
the United States  Bankruptcy  Code or consent to the use of cash  collateral by
the  Administrative  Agent and/or Lenders under Section 363 of the United States
Bankruptcy Code. Each of the Guarantors agrees that the amount of the Guaranteed
Obligations  shall  not be  diminished  and  the  liability  of  the  Guarantors
hereunder shall not be otherwise impaired or affected by any of the foregoing.

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

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


                                        3
<PAGE>


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

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

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

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


                                        4
<PAGE>


continue so long as the Credit  Agreement shall be in effect (whether during its
original term or any renewal, substitution or extension thereof).


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

      8. AMENDMENTS AND WAIVERS.  Neither this Guaranty nor any provision hereof
         ----------------------
shall be amended, modified, waived or discharged orally or by course of conduct,
but  only  by a  written  agreement  signed  by an  authorized  officer  of  the
Administrative  Agent.  The  Administrative  Agent shall not by any act,  delay,
omission or otherwise be deemed to have expressly or impliedly waived any of its
rights, powers and/or remedies unless such waiver shall be in writing and signed
by an authorized officer of the  Administrative  Agent. Any such waiver shall be
enforceable only to the extent  specifically set forth therein.  A waiver by the
Administrative Agent of any right, power and/or remedy on any one occasion shall
not be  construed as a bar to or waiver of any such right,  power and/or  remedy
which the  Administrative  Agent would  otherwise  have on any future  occasion,
whether similar in kind or otherwise.

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

      10. GOVERNING LAW; CHOICE OF FORUM; SERVICE OF PROCESS; JURY TRIAL WAIVER.
          ---------------------------------------------------------------------

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


                                        5
<PAGE>


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

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

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

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


                                        6
<PAGE>


      11.  MISCELLANEOUS
           -------------

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

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

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

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

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

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


                                        7
<PAGE>


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

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

      (i) This Guaranty may be executed in any number of  counterparts,  but all
of such counterparts  shall together  constitute but one and the same agreement.
In making  proof of this  Guaranty,  it shall not be  necessary  to  produce  or
account  for more than one  counterpart  thereof  signed by each of the  parties
hereto.

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


                                            EXECUTED AS A DEED BY

                                            ELEMENTS (U.K.) LIMITED


                                            Acting By: /s/ Tony Manser
                                                      --------------------------
                                                Duly Authorized

                                            Acting By: /s/ Paul Martin
                                                      --------------------------
                                                Duly Authorized

                                            Registered Office
                                            -----------------

                                            48 Margaret Street
                                            -------------------------
                                            London W1N 7FD
                                            -------------------------

                                        8
<PAGE>

                                            EXECUTED AS A DEED BY

                                            REGENT GROUP LIMITED


                                            Acting By: /s/ Tony Manser
                                                      --------------------------
                                                Duly Authorized

                                            Acting By: /s/ Paul Martin
                                                      --------------------------
                                                Duly Authorized

                                            Registered Office
                                            -----------------

                                            48 Margaret Street
                                            -------------------------
                                            London W1N 7FD
                                            -------------------------



                                      -9-
<PAGE>