GENERAL SECURITY AGREEMENT (GUARANTORS)
                     ---------------------------------------

      This General  Security  Agreement  ("Agreement")  dated May 12, 1999 is by
Unidigital  Elements (NY),  Inc., a New York  corporation,  Unison (NY),  Inc. a
Delaware  corporation,  Unison (MA),  Inc., a Delaware  Corporation,  Unidigital
Elements  (SF),  Inc.,  a  Delaware  corporation,  Mega  Art  Corp.,  a New York
corporation,  SuperGraphics Holding Company,  Inc., a Delaware corporation,  and
SuperGraphics   Corporation,   a  California  corporation   (collectively,   the
"Guarantors"),  in favor of Fleet Bank N.A. a National Banking  Association,  as
Administrative  Agent for  itself  and  ratably  for the  benefit  of the Lender
Parties and the Hedge Banks (the "Secured  Party").  The Lender  Parties and the
Hedge Banks are collectively referred to herein as the "Lenders."


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


      WHEREAS,  the Secured  Party and the Lenders  have entered or are about to
enter into  certain  financing  arrangements  with  Unidigital  Inc., a Delaware
corporation  ("Borrower"),  pursuant  to which the  Lenders  may make  loans and
provide other financial accommodations to Borrower; and

      WHEREAS,  Guarantors  have  executed and delivered or are about to execute
and deliver to the Secured  Party a guarantee in favor of the Secured  Party and
the  Lenders,  pursuant  to  which  Guarantors  absolutely  and  unconditionally
guarantee to the Secured  Party and Lenders the payment and  performance  of all
now existing and hereafter arising obligations,  liabilities and indebtedness of
Borrower to the Secured Party and the Lenders; and

      NOW,  THEREFORE,  in consideration of the mutual conditions and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

SECTION
1.    DEFINITIONS
      -----------

      All terms used  herein  which are defined in Article 1 or Article 9 of the
Uniform  Commercial Code shall have the meanings given therein unless  otherwise
defined in this  Agreement.  All references to the plural herein shall also mean
the singular and to the singular  shall also mean the plural  unless the context
otherwise requires.  All references to Guarantors,  Borrower,  the Secured Party
and the Lenders 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. The word "including" when used in this Agreement
shall mean "including,  without limitation".  An Event of Default shall exist or


<PAGE>


continue or be  continuing  until such Event of Default is waived in  accordance
with Section 7.3 or is cured in a manner reasonably  satisfactory to the Secured
Party,  if such  Event  of  Default  is  capable  of being  cured as  reasonably
determined  by the  Secured  Party.  Any  accounting  term  used  herein  unless
otherwise defined in this Agreement shall have the meanings customarily given to
such term in accordance with GAAP. For purposes of this Agreement, the following
terms shall have the respective meanings given to them below:

      1.1  "Accounts"  shall mean all present  and future  rights of Borrower to
payment  for  goods  sold or  leased  or for  services  rendered,  which are not
evidenced  by  instruments  or  chattel  paper,  and  whether  or not  earned by
performance.

      1.2  "Credit  Agreement"  shall  mean the Credit  Agreement,  of even date
hereof,  by and among Borrower,  the Secured Party and the Lenders,  as the same
now exists and may  hereafter  be  amended,  modified,  supplemented,  extended,
renewed, restated or replaced.

      1.3  "Equipment"  shall mean all of  Guarantors'  now owned and  hereafter
acquired  equipment,  machinery,  computers  and computer  hardware and software
(whether  owned  or  licensed),   vehicles,  tools,  furniture,   fixtures,  all
attachments, accessions and property now or hereafter affixed thereto or used in
connection  therewith,  and  substitutions  and replacements  thereof,  wherever
located.

      1.4 "Event of  Default"  shall have the  meaning  set forth in Section 6.1
hereof.

      1.5 "GAAP" shall mean  generally  accepted  accounting  principles  in the
United  States of  America  as in  effect  from time to time as set forth in the
opinions and pronouncements of the Accounting  Principles Board and the American
Institute of Certified Public  Accountants and the statements and pronouncements
of  the  Financial  Accounting  Standards  Board  which  are  applicable  to the
circumstances as of the date of determination consistently applied.

      1.6 "Hedge  Banks" shall have the meaning  ascribed  thereto in the Credit
Agreement.

      1.7 "Information  Certificate"  shall mean the Information  Certificate of
each Guarantor  constituting  Exhibit A hereto containing  material  information
with respect to each Guarantor, its business and assets provided by or on behalf
of  Borrower  or any  Guarantor  to the  Secured  Party or any of the Lenders in
connection  with the  preparation of this Agreement and the other Loan Documents
and the financing arrangements provided for herein.

      1.8  "Inventory"  shall mean all of each Guarantor now owned and hereafter
existing or acquired  raw  materials,  work in process,  finished  goods and all
other inventory of whatsoever kind or nature, wherever located.

      1.9 "Lender Parties" shall have the meaning ascribed thereto in the Credit
Agreement.

      1.10 "Loan  Documents"  shall  have the  meaning  ascribed  thereto in the
Credit Agreement.

      1.11  "Obligations"  shall mean any and all  obligations,  liabilities and
indebtedness of every kind, nature and description owing by any Guarantor to the
Secured  Party  and/or any of the Lenders  and/or their  respective  affiliates,
including  principal,  interest,  charges,  fees,  costs and  expenses,  however


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evidenced,  whether as  principal,  surety,  endorser,  guarantor or  otherwise,
whether  arising under the Credit  Agreement,  this Agreement and 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 the Borrower or
any Guarantor  under the United States  Bankruptcy  Code or any similar  statute
(including  the payment of interest  and other  amounts  which would  accrue and
become due but for the  commencement  of such case,  whether or not such amounts
are allowed or  allowable in whole or in part in 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 Secured Party or any of the Lenders.

      1.12 "Obligor" shall mean any other guarantor,  endorser, acceptor, surety
or other person liable on or with respect to the Obligations or who is the owner
of any property which is security for the Obligations, other than Borrower.

      1.13 "Person" or "person" shall have the meaning  ascribed  thereto in the
Credit Agreement.

      1.14 "Records"  shall mean all of Guarantor's  present and future books of
account of every kind or nature, purchase and sale agreements,  invoices, ledger
cards, bills of lading and other shipping evidence, statements,  correspondence,
memoranda, credit files and other data relating to the Collateral or any account
debtor,  together with the tapes,  disks,  diskettes and other data and software
storage  media and  devices,  file  cabinets  or  containers  in or on which the
foregoing are stored  (including  any rights of  Guarantors  with respect to the
foregoing maintained with or by any other person).

      Any term  defined in the Credit  Agreement  and used herein shall have the
respective meanings ascribed to it therein, unless specified otherwise herein.


SECTION 2.  GRANT OF SECURITY INTEREST
            --------------------------

      To secure  payment and  performance  of all  Obligations,  each  Guarantor
hereby  grants to the Secured  Party a continuing  security  interest in, a lien
upon,  and a right of set off against,  and hereby assigns to the Secured Party,
as security, the following property and interests in property, whether now owned
or hereafter  acquired or  existing,  and wherever  located  (collectively,  the
"Collateral"):

      2.1 Accounts;

      2.2 all present and future contract rights, general intangibles (including
tax and duty refunds, registered and unregistered patents,  trademarks,  service
marks, copyrights,  trade names, applications for the foregoing,  trade secrets,
goodwill, processes, drawings, blueprints,  customer lists, licenses, whether as
licensor or licensee,  choses in action and other claims and existing and future
leasehold  interests in equipment,  real estate and  fixtures),  chattel  paper,
documents, instruments, letters of credit, bankers' acceptances and guaranties;

      2.3 all present and future monies, securities,  credit balances, deposits,
deposit  accounts  and other  property of  Guarantor  now or  hereafter  held or
received  by or in transit to the  Secured  Party,  any of the Lenders or any of
their affiliates or at any other depository or other institution from or for the
account


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<PAGE>


of each  Guarantor  whether  for  safekeeping,  pledge,  custody,  transmission,
collection or otherwise,  and all present and future liens,  security interests,
rights, remedies, title and interest in, to and in respect of Accounts and other
Collateral,  including (a) rights and remedies  under or relating to guaranties,
contracts  of  suretyship,  letters of credit  and  credit  and other  insurance
related  to the  Collateral,  (b)  rights  of  stoppage  in  transit,  replevin,
repossession,  reclamation  and other rights and  remedies of an unpaid  vendor,
lien or secured party, (c) goods described in invoices, documents,  contracts or
instruments with respect to, or otherwise  representing or evidencing,  Accounts
or other Collateral,  including  returned,  repossessed and reclaimed goods, and
(d) deposits by and property of account  debtors or other  persons  securing the
obligations of account debtors;

      2.4 Inventory;

      2.5 Equipment;

      2.6 Records; and

      2.7 all  products and proceeds of the  foregoing,  in any form,  including
insurance proceeds and any claims against third parties for loss or damage to or
destruction of any or all of the foregoing.


SECTION 3.  COLLATERAL COVENANTS
            --------------------

      3.1 Accounts Covenants.
          ------------------

            (a) Secured Party shall have the right at any time or times,  in the
Secured Party's name or in the name of a nominee of the Secured Party, to verify
the  validity,  amount or any other  matter  relating  to any  Account  or other
Collateral, by mail, telephone, facsimile transmission or otherwise.

            (b) Each  Guarantor  shall  deliver or cause to be  delivered to the
Secured Party, with appropriate  endorsement and assignment,  with full recourse
to each such Guarantor,  all chattel paper and instruments  which each Guarantor
now owns or may at any time acquire  immediately upon such  Guarantor's  receipt
thereof, except as the Secured Party may otherwise agree.

            (c) The  Secured  Party  may,  at any time or times that an Event of
Default exists or has occurred and is continuing,  (i) notify any or all account
debtors that the Accounts  have been  assigned to the Secured Party and that the
Secured Party has a security  interest  therein and the Secured Party may direct
any or all accounts debtors to make payment of Accounts  directly to the Secured
Party,  (ii)  extend the time of payment  of,  compromise,  settle or adjust for
cash,  credit,  return  of  merchandise  or  otherwise,  and upon  any  terms or
conditions, any and all Accounts or other obligations included in the Collateral
and  thereby  discharge  or release  the  account  debtor or any other  party or
parties in any way liable  for  payment  thereof  without  affecting  any of the
Obligations,  (iii) demand,  collect or enforce  payment of any Accounts or such
other  obligations,  but without any duty to do so, and the Secured  Party shall
not be liable for its failure to collect or enforce the payment  thereof nor for
the  negligence  of its agents or attorneys  with respect  thereto and (iv) take
whatever  other action the Secured Party may deem necessary or desirable for the
protection of its interests.  At any time that an Event of Default exists or has
occurred and is continuing,  at the Secured  Party's  request,  all invoices and
statements  sent to any account  debtor  shall state that the  Accounts and such
other obligations have been assigned to the Secured Party and are


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<PAGE>


payable  directly and only to the Secured Party and Guarantors  shall deliver to
the Secured Party such  originals of documents  evidencing the sale and delivery
of goods or the  performance  of  services  giving  rise to any  Accounts as the
Secured Party may require.

      3.2 Inventory Covenants. With respect to the Inventory: (a) each Guarantor
          -------------------
shall at all times maintain  inventory  records  reasonably  satisfactory to the
Secured Party keeping correct and accurate records  itemizing and describing the
kind,  type,  quality and quantity of Inventory,  such Guarantor's cost therefor
and daily withdrawals  therefrom and additions  thereto;  (b) no Guarantor shall
remove any Inventory from the locations set forth or permitted  herein,  without
the prior written consent of the Secured Party, except for sales of Inventory in
the ordinary  course of such  Guarantor's  business and except to move Inventory
directly  from one  location  set  forth or  permitted  herein to  another  such
location;  (c) each  Guarantor  shall  produce,  use,  store  and  maintain  the
Inventory,  with  all  reasonable  care  and  caution  and  in  accordance  with
applicable  standards of any insurance and in conformity  with  applicable  laws
(including the  requirements of the Federal Fair Labor Standards Act of 1938, as
amended  and all  rules,  regulations  and  orders  related  thereto);  (d) each
Guarantor assumes all  responsibility  and liability arising from or relating to
the  production,  use,  sale or other  disposition  of the  Inventory;  (e) each
Guarantor  shall not  Inventory to any customer on approval,  or any other basis
which  entitles  the  customer  to  return or may  obligate  such  Guarantor  to
repurchase such  Inventory;  (f) each Guarantor shall keep the Inventory in good
and  marketable  condition;  and (g) no Guarantor  shall,  without prior written
notice to the Secured  Party,  acquire or accept any Inventory on consignment or
approval.

      3.3 Equipment Covenants. With respect to the Equipment: (a) each Guarantor
          -------------------
shall keep the Equipment in good order, repair, running and marketable condition
(ordinary wear and tear  excepted);  (b) each Guarantor  shall use the Equipment
with all reasonable care and caution and in accordance with applicable standards
of any insurance and in conformity  with all applicable  laws; (c) the Equipment
is and shall be used in each Guarantor's business and not for personal,  family,
household or farming use; (d) no Guarantor  shall remove any Equipment  from the
locations set forth or permitted herein,  except to the extent necessary to have
any Equipment  repaired or maintained in the ordinary  course of the business of
each  Guarantor  or to move  Equipment  directly  from one location set forth or
permitted  herein to another such  location and except for the movement of motor
vehicles used by or for the benefit of each Guarantor in the ordinary  course of
business;  (e) the  Equipment is now and shall remain  personal  property and no
Guarantor shall permit any of the Equipment to be or become a part of or affixed
to  real  property;  and (f)  each  Guarantor  assumes  all  responsibility  and
liability arising from the use of the Equipment.

      3.4 Power of Attorney.  Each Guarantor hereby  irrevocably  designates and
          -----------------
appoints the Secured Party (and all persons  designated by the Secured Party) as
each such Guarantor's true and lawful  attorney-in-fact,  and authorizes Secured
Party, in such Guarantor's or Secured Party's name, to: (a) at any time an Event
of  Default  or  event  which  with  notice  or  passage  of time or both  would
constitute  an Event of Default  exists or has  occurred and is  continuing  (i)
demand payment on Accounts or other  proceeds of Inventory or other  Collateral,
(ii)  enforce  payment of  Accounts by legal  proceedings  or  otherwise,  (iii)
exercise all of such  Guarantor's  rights and remedies to collect any Account or
other  Collateral,  (iv) sell or assign any Account  upon such  terms,  for such
amount  and at such time or times as the  Secured  Party  deems  advisable,  (v)
settle,  adjust,  compromise,  extend or renew an Account,  (vi)  discharge  and
release any Account,  (vii) prepare,  file and sign such Guarantor's name on any
proof of claim in  bankruptcy  or other  similar  document  against  an  account
debtor,  (viii)  notify the post  office  authorities  to change the address for
delivery of such Guarantor's mail to an address designated by the


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<PAGE>


Secured Party and open and dispose of all mail addressed to such Guarantor, (ix)
do  all  acts  and  things  which  are   necessary,   in  the  Secured   Party's
determination,  to fulfill such Guarantor's obligations under this Agreement and
the other Loan Documents,  (x) take control in any manner of any item of payment
or  proceeds  thereof,  (xi)  endorse  such  Guarantor's  name upon any items of
payment or proceeds  thereof and deposit the same in the Secured Party's account
for application to the Obligations, (xii) endorse such Guarantor's name upon any
chattel paper, document,  instrument,  invoice, or similar document or agreement
relating to any Account or any goods pertaining  thereto or any other Collateral
and (xiii)  sign such  Guarantor's  name on any  verification  of  Accounts  and
notices thereof to account debtors and (b) at any time to (i) have access to any
lockbox or postal box into which such  Guarantor's  mail is  deposited  and (ii)
execute  in such  Guarantor's  name  and file any UCC  financing  statements  or
amendments  thereto.  Each Guarantor  hereby  releases the Secured Party and its
officers,  employees and designees from any liabilities  arising from any act or
acts  under  this  power of  attorney  and in  furtherance  thereof,  whether of
omission  or  commission,  except as a result of the  Secured  Party's own gross
negligence or wilful misconduct as determined pursuant to a final non-appealable
order of a court of competent jurisdiction.

      3.5 Right to Cure.  The Secured  Party may,  at its  option,  (a) cure any
          -------------
default by any Guarantor  under any agreement  with a third party or pay or bond
on appeal any judgment  entered  against such  Guarantor  (b)  discharge  taxes,
liens,  security  interests  or  other  encumbrances  at any time  levied  on or
existing  with  respect  to the  Collateral  and (c) pay any  amount,  incur any
expense or perform any act which, in the Secured Party's judgment,  is necessary
or appropriate to preserve,  protect,  insure or maintain the Collateral and the
rights of the Secured Party with respect thereto.  The Secured Party may add any
amounts so  expended to the  Obligations  and charge  such  Guarantor's  account
therefor,  such amounts to be repayable by such Guarantor on demand. The Secured
Party shall be under no obligation  to effect such cure,  payment or bonding and
shall not, by doing so, be deemed to have assumed any obligation or liability of
such  Guarantor.  Any payment made or other  action  taken by the Secured  Party
under this Section shall be without prejudice to any right to assert an Event of
Default hereunder and to proceed accordingly.

      3.6 Access to  Premises.  From time to time as  requested  by the  Secured
          -------------------
Party,  at the cost and expense of the  appropriate  Guarantor,  (a) the Secured
Party or its  designee  shall have  complete  access to all of each  Guarantor's
premises  during  normal  business  hours  and after  reasonable  notice to such
Guarantor,  or at any time and without  notice to such  Guarantor if an Event of
Default  exists  or  has  occurred  and  is  continuing,  for  the  purposes  of
inspecting,  verifying and auditing the Collateral  and all of such  Guarantor's
books and records,  including the Records, and (b) each Guarantor shall promptly
furnish to the  Secured  Party such copies of such books and records or extracts
therefrom as the Secured Party may request,  and (c) use during normal  business
hours such of such Guarantor's  personnel,  equipment,  supplies and premises as
may be reasonably  necessary for the foregoing,  provided that such use does not
unreasonably  disrupt the business of the  Borrower,  and if an Event of Default
exists or has  occurred and is  continuing  for the  collection  of Accounts and
realization of other Collateral.


SECTION 4.  REPRESENTATIONS AND WARRANTIES
            ------------------------------

      Each Guarantor hereby represents and warrants to the Secured Party and the
Lenders the  following  (which shall  survive the execution and delivery of this
Agreement):


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      4.1 Corporate Existence, Power and Authority; Subsidiaries. Each Guarantor
          ------------------------------------------------------
is a corporation duly organized and in good standing under the laws of its state
of  incorporation  and is duly  qualified as a foreign  corporation  and in good
standing in all states or other jurisdictions where the nature and extent of the
business  transacted by it or the  ownership of assets makes such  qualification
necessary,  except for those  jurisdictions  in which the  failure to so qualify
would  not  have  a  material  adverse  effect  on  such  Guarantor's  financial
condition,  results of operation or business or the rights of the Secured  Party
in or to any of the Collateral. The execution,  delivery and performance of this
Agreement, the other Loan Documents and the transactions  contemplated hereunder
and thereunder are all within such Guarantor's  corporate powers, have been duly
authorized and are not in  contravention  of law or the terms of its certificate
of  incorporation,  by-laws,  or  other  organizational  documentation,  or  any
indenture,  agreement or  undertaking  to which such  Guarantor is a party or by
which such  Guarantor or its property are bound.  This  Agreement  and the other
Loan Documents constitute legal, valid and binding obligations of such Guarantor
enforceable  in accordance  with their  respective  terms.  No Guarantor has any
subsidiaries except as set forth on its Information Certificate.

      4.2 Chief  Executive  Office;  Collateral  Locations.  The chief executive
          ------------------------------------------------
office of each Guarantor and its Records concerning Accounts are located only at
the address set forth below and its only other  places of business  and the only
other  locations  of  Collateral,  if any,  are the  addresses  set forth in its
Information Certificate, subject to the right of such Guarantor to establish new
locations in  accordance  with Section 5.2 below.  The  Information  Certificate
correctly identifies any of such locations which are not owned by such Guarantor
and sets  forth the owners  and/or  operators  thereof,  and to the best of such
Guarantor's knowledge, the holders of any mortgages on such locations.

      4.3 Priority of Liens;  Title to  Properties.  The security  interests and
          ----------------------------------------
liens  granted to the  Secured  Party  under this  Agreement  and the other Loan
Documents  constitute  valid and  perfected  first  priority  liens and security
interests  in and upon the  Collateral  subject  only to the liens  indicated on
Schedule 4.3 hereto and the other liens permitted under Section 5.8 hereof. Each
Guarantor  has good and  marketable  title to all of its  properties  and assets
subject to no liens,  mortgages,  pledges,  security interests,  encumbrances or
charges of any kind,  except those  granted to the Secured Party and such others
as are specifically listed on Schedule 4.3 hereto or permitted under Section 5.8
hereof.

      4.4 Tax Returns.  Each  Guarantor has filed,  or caused to be filed,  in a
          -----------
timely manner all tax returns, reports and declarations which are required to be
filed by it (without  requests for extension  except as previously  disclosed in
writing to the Secured Party). All information in such tax returns,  reports and
declarations is complete and accurate in all material  respects.  Each Guarantor
has paid or  caused  to be paid all taxes due and  payable  or  claimed  due and
payable in any assessment received by it, except taxes the validity of which are
being contested in good faith by appropriate  proceedings diligently pursued and
available to such  Guarantor  and with respect to which  adequate  reserves have
been set aside on its books. Adequate provision has been made for the payment of
all accrued and unpaid Federal,  State,  county,  local, foreign and other taxes
whether or not yet due and payable and whether or not disputed.

      4.5 Litigation. Except as set forth on the Information Certificate,  there
          ----------
is no present  investigation by any governmental  agency pending, or to the best
of each Guarantor's knowledge threatened, against or affecting such Guarantor or
its assets or business and there is no action, suit,  proceeding or claim by any
Person pending, or to the best of each Guarantor's knowledge threatened, against
such  Guarantor  or  its  assets  or  goodwill,  or  against  or  affecting  any
transactions  contemplated  by


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<PAGE>


this  Agreement,  which if adversely  determined  against such  Guarantor  would
result in any material  adverse  change in the assets,  business or prospects of
such  Guarantor or which would  impair the ability of such  Guarantor to perform
its  obligations  hereunder or under any of the other Loan Documents to which it
is a party or of the Secured  Party to enforce the  Obligations  or realize upon
any Collateral.

      4.6 Compliance with Other  Agreements and Applicable Laws. No Guarantor is
          -----------------------------------------------------
not in default in any material  respect  under,  or in violation in any material
respect of any of the terms of, any agreement,  contract,  instrument,  lease or
other  commitment to which it is a party or by which it or any of its assets are
bound and each  Guarantor is in  compliance  in all material  respects  with all
applicable provisions of laws, rules, regulations,  licenses, permits, approvals
and orders of any foreign, Federal, State or local governmental authority.

      4.7 Bank Accounts.  All of the deposit  accounts,  investment  accounts or
          -------------
other accounts in the name of or used by each  Guarantor  maintained at any bank
or other financial institution are set forth on Schedule 4.7 hereof,  subject to
the right of such Guarantor to establish new accounts in accordance with Section
5.9 below.

      4.8 Accuracy and Completeness of Information. All information furnished by
          ----------------------------------------
or on behalf of each  Guarantor,  in writing to the Secured  Party in connection
with  this  Agreement  or any of the other  Loan  Documents  or any  transaction
contemplated  hereby or thereby,  including all  information on the  Information
Certificates  is true and  correct in all  material  respects  on the date as of
which such information is dated or certified and does not omit any material fact
necessary  in  order  to make  such  information  not  misleading.  No  event or
circumstance  has occurred which has had or could reasonably be expected to have
a material adverse affect on the business, assets or prospects of any Guarantor,
which has not been  fully  and  accurately  disclosed  to the  Secured  Party in
writing.

      4.9 Survival of Warranties; Cumulative. All representations and warranties
          ----------------------------------
contained in this Agreement or any of the other Loan Documents shall survive the
execution  and delivery of this  Agreement and shall be deemed to have been made
again to the  Secured  Party  and the  Lenders  on the  date of each  additional
borrowing or other credit  accommodation under the Credit Agreement and shall be
conclusively  presumed to have been relied on by the Secured Party or any of the
Lenders  regardless of any  investigation  made or information  possessed by the
Secured Party or any of the Lenders.  The  representations  and  warranties  set
forth herein shall be cumulative and in addition to any other representations or
warranties  which any  Guarantor  shall now or  hereafter  give,  or cause to be
given, to the Secured Party or any of the Lenders.


SECTION 5.  AFFIRMATIVE AND NEGATIVE COVENANTS
            ----------------------------------

      5.1 Maintenance of Existence.  Each Guarantor shall at all times preserve,
          ------------------------
renew and keep in full, force and effect its corporate  existence and rights and
franchises  with  respect  thereto  and  maintain  in full  force and effect all
permits, licenses, trademarks, tradenames, approvals, authorizations, leases and
contracts  necessary  to carry on the  business  as  presently  conducted.  Each
Guarantor shall give the Secured Party fifteen (15) days prior written notice of
any proposed change in its corporate name,  which notice shall set forth the new
name  and  such  Guarantor  shall  deliver  to the  Secured  Party a copy of the
amendment to the Certificate of  Incorporation  of such Guarantor  providing for
the name change  certified  by the  Secretary  of State of the  jurisdiction  of
incorporation of such Guarantor as soon as it is available.


                                      -8-
<PAGE>


      5.2 New  Collateral  Locations.  Each  Guarantor may open any new location
          --------------------------
within the  continental  United States provided such Guarantor gives the Secured
Party fifteen (15) days prior written notice of the intended opening of any such
new location and executes and delivers,  or causes to be executed and delivered,
to the Secured Party such agreements,  documents, and instruments as the Secured
Party may deem reasonably necessary or desirable to protect its interests in the
Collateral at such location, including UCC financing statements.

      5.3 Compliance with Laws,  Regulations,  Etc. Each Guarantor shall, at all
          ----------------------------------------
times,  comply  in all  material  respects  with all laws,  rules,  regulations,
licenses,  permits,  approvals  and  orders  of  any  Federal,  State  or  local
governmental authority applicable to it.

      5.4  Payment  of Taxes  and  Claims.  Each  Guarantor  shall  duly pay and
           ------------------------------
discharge all taxes, assessments, contributions and governmental charges upon or
against it or its  properties or assets,  except for taxes the validity of which
are being contested in good faith by appropriate  proceedings diligently pursued
and available to such Guarantor and with respect to which adequate reserves have
been set aside on its  books.  Each  Guarantor  shall be  liable  for any tax or
penalties imposed on the Secured Party as a result of the financing arrangements
provided for herein and such Guarantor  agrees to indemnify and hold the Secured
Party harmless with respect to the foregoing,  and to repay to the Secured Party
on demand the amount thereof, and until paid by such Guarantor such amount shall
be added and deemed part of the Loans, provided,  that, nothing contained herein
                                       --------   ----
shall be  construed  to require  such  Guarantor  to pay any income or franchise
taxes  attributable  to the income of the Secured Party from any amounts charged
or paid hereunder to the Secured Party.  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.

      5.5  Insurance.   Each  Guarantor  shall,  at  all  times,  maintain  with
           ---------
financially  sound  and  reputable   insurers  insurance  with  respect  to  the
Collateral  against  loss or damage and all other  insurance of the kinds and in
the  amounts   customarily   insured  against  or  carried  by  corporations  of
established  reputation  engaged in the same or similar businesses and similarly
situated.  Said policies of insurance shall be satisfactory to the Secured Party
as to form,  amount and insurer.  Each  Guarantor  shall  furnish  certificates,
policies or endorsements to the Secured Party as the Secured Party shall require
as proof of such  insurance,  and, if such Guarantor fails to do so, the Secured
Party is authorized,  but not required,  to obtain such insurance at the expense
of such  Guarantor.  All  policies  shall  provide for at least thirty (30) days
prior written  notice to the Secured Party of any  cancellation  or reduction of
coverage and that the Secured  Party may act as attorney  for each  Guarantor in
obtaining,  and at any time an Event of Default  exists or has  occurred  and is
continuing,  adjusting,  settling,  amending and canceling such insurance.  Each
Guarantor  shall  cause  the  Secured  Party to be named as a loss  payee and an
additional  insured  (but without any  liability  for any  premiums)  under such
insurance policies and each Guarantor shall obtain  non-contributory the Secured
Party's  loss  payable  endorsements  to all  insurance  policies  in  form  and
substance  satisfactory to the Secured Party.  Such Secured Party's loss payable
endorsements  shall specify that the proceeds of such insurance shall be payable
to the Secured Party as its  interests  may appear and further  specify that the
Secured Party shall be paid  regardless of any act or omission by Borrower,  any
Guarantor or any of their affiliates. At its option, the Secured Party may apply
any insurance  proceeds received by the Secured Party at any time to the cost of
repairs or  replacement  of  Collateral  and/or to  payment of the  Obligations,
whether or not then due, in any order and in such  manner as the  Secured  Party
may determine or hold such proceeds as cash collateral for the Obligations.


                                      -9-
<PAGE>


      5.6 Financial Statements and Other Information.  Each Guarantor shall keep
          ------------------------------------------
proper books and records in which true and complete entries shall be made of all
dealings or transactions of or in relation to the Collateral and the business of
such  Guarantor  and its  subsidiaries  (if any) in accordance  with GAAP.  Each
Guarantor  shall furnish or cause to be furnished to the Secured  Party,  to the
extent  available  (a) such  financial  statements  (including  balance  sheets,
statements  of  income  and  loss,  statements  of cash  flow and  statement  of
shareholders'  equity) all in reasonable  detail fairly presenting the financial
position  and  results of the  operations  of such  Guarantor  as of the end and
through  such  period as the  Secured  Party  may from  time to time  reasonably
request  and (b) such  budgets,  forecasts,  projections  and other  information
respecting  the  Collateral  and the  business of such  Guarantor as the Secured
Party may, from time to time,  reasonably  request.  The Secured Party is hereby
authorized to deliver a copy of any financial statement or any other information
relating to the  business  of each  Guarantor  to any court or other  government
agency or to any participant or assignee or prospective participant or assignee.
Each Guarantor  hereby  irrevocably  authorizes  and directs all  accountants or
auditors to deliver to the Secured Party, at such Guarantor's expense, copies of
the financial statements of each Guarantor and any reports or management letters
prepared by such  accountants  or auditors  on behalf of each  Guarantor  and to
disclose to the Secured Party such  information  as they may have  regarding the
business of such Guarantor. Any documents,  schedules,  invoices or other papers
delivered to the Secured Party may be destroyed or otherwise  disposed of by the
Secured  Party one (1) year after the same are  delivered to the Secured  Party,
except as otherwise designated by a Guarantor to the Secured Party in writing.

      5.7 Sale of Assets,  Consolidation,  Merger,  Dissolution,  Etc. Except as
          -----------------------------------------------------------
otherwise permitted under the Credit Agreement,  no Guarantor shall, directly or
indirectly,  (a) merge  into or with or  consolidate  with any  other  Person or
permit  any other  Person to merge into or with or  consolidate  with it, or (b)
sell,  assign,  lease,  transfer,  abandon or otherwise  dispose of any stock or
indebtedness to any other Person or any of its assets to any other Person or (c)
form or acquire any  subsidiaries,  or (d) wind up, liquidate or dissolve or (e)
agree to do any of the foregoing.

      5.8 Encumbrances.  No Guarantor shall create,  incur,  assume or suffer to
          ------------
exist any security interest, mortgage, pledge, lien, charge or other encumbrance
of any nature  whatsoever  on any of its  assets or  properties,  including  the
Collateral,  except:  (a) liens and security  interests of the Secured Party and
             ------
(b) the liens and  security  interests  set forth on  Schedule  4.3  hereto,  or
permitted by the Credit Agreement.

      5.9 Additional  Bank Accounts.  No Guarantor shall directly or indirectly,
          -------------------------
open, establish or maintain any deposit account, investment account or any other
account with any bank or other  financial  institution,  other than the accounts
set  forth in  Schedule  4.7  hereto,  except:  (a) as to any new or  additional
accounts  which  contain  any  Collateral  or proceeds  thereof,  with the prior
written consent of the Secured Party and subject to such  conditions  thereto as
the  Secured  Party  may  establish  and  (b) as to any  accounts  used  by such
Guarantor  to make  payments of  payroll,  taxes or other  obligations  to third
parties, after prior written notice to the Secured Party.

      5.10 Costs and Expenses.  Each Guarantor shall pay to the Secured Party on
           ------------------
demand all costs, expenses,  filing fees and taxes paid or payable in connection
with   the   preparation,    negotiation,    execution,   delivery,   recording,
administration,   collection,  liquidation,   enforcement  and  defense  of  the
Obligations,  the Secured Party's rights in the Collateral,  this Agreement, the
other  Loan  Documents  and all  other  documents  related  hereto  or  thereto,
including  any  amendments,  supplements  or  consents  which may


                                      -10-
<PAGE>


hereafter be  contemplated  (whether or not executed) or entered into in respect
hereof and thereof, including: (a) all costs and expenses of filing or recording
(including  Uniform  Commercial Code financing  statement filing taxes and fees,
documentary  taxes,  intangibles taxes and mortgage recording taxes and fees, if
applicable);  (b) all insurance  premiums,  appraisal  fees and search fees; (c)
costs and expenses of preserving and protecting  the  Collateral;  (d) costs and
expenses  paid  or  incurred  in  connection  with  obtaining   payment  of  the
Obligations,  enforcing the security  interests and liens of the Secured  Party,
selling or otherwise realizing upon the Collateral,  and otherwise enforcing the
provisions  of this  Agreement  and the other Loan  Documents or  defending  any
claims  made  or  threatened  against  the  Secured  Party  arising  out  of the
transactions  contemplated  hereby and thereby  (including  preparations for and
consultations  concerning  any such matters);  and (e) the  reasonable  fees and
disbursements of counsel  (including  legal  assistants) to the Secured Party in
connection with any of the foregoing.

       5.11 Further Assurances.  At the request of the Secured Party at any time
            ------------------
and from time to time,  each  Guarantor  shall,  at its expense,  at any time or
times duly execute and deliver, or cause to be duly executed and delivered, such
further agreements,  documents and instruments,  and do or cause to be done such
further acts as may be necessary  or proper to evidence,  perfect,  maintain and
enforce the security interests and the priority thereof in the Collateral and to
otherwise  effectuate the provisions or purposes of this Agreement or any of the
other Loan Documents.  Where permitted by law, each Guarantor hereby  authorizes
the  Secured  Party to  execute  and file one or more UCC  financing  statements
signed only by the Secured Party.


SECTION 6.  EVENTS OF DEFAULT AND REMEDIES
            ------------------------------

      6.1 Events of Default. The occurrence or existence of any Event of Default
          -----------------
under the Loan  Agreement  is  referred to herein  individually  as an "Event of
Default", and collectively as "Events of Default".

      6.2 Remedies.
          --------

            (a) At any time an Event of Default  exists or has  occurred  and is
continuing,  the Secured  Party shall have all rights and  remedies  provided in
this Agreement,  the other Loan Documents, the Uniform Commercial Code and other
applicable law, all of which rights and remedies may be exercised without notice
to or consent by any Guarantor or any Obligor,  except as such notice or consent
is expressly  provided for hereunder or required by applicable  law. All rights,
remedies and powers  granted to the Secured  Party  hereunder,  under any of the
other Loan Documents,  the Uniform  Commercial Code or other applicable law, are
cumulative,  not exclusive and enforceable,  in the Secured Party's  discretion,
alternatively,  successively,  or concurrently on any one or more occasions, and
shall include,  without limitation,  the right to apply to a court of equity for
an injunction to restrain a breach or threatened breach by any Guarantor of this
Agreement or any of the other Loan Documents. The Secured Party may, at any time
or times,  proceed  directly against any Guarantor or any Obligor to collect the
Obligations without prior recourse to the Collateral.

            (b) Without limiting the foregoing,  at any time an Event of Default
exists  or has  occurred  and is  continuing,  the  Secured  Party  may,  in its
discretion and without limitation, (i) accelerate the payment of all Obligations
and demand immediate payment thereof to the Secured Party (provided,  that, upon
                                                           --------   ----
the  occurrence of any Event of Default  described in Section 6.01 of the Credit
Agreement, all


                                      -11-
<PAGE>


Obligations shall automatically  become immediately due and payable),  (ii) with
or without judicial  process or the aid or assistance of others,  enter upon any
premises on or in which any of the Collateral may be located and take possession
of the Collateral or complete processing, manufacturing and repair of all or any
portion of the  Collateral,  (iii) require each Guarantor,  at such  Guarantor's
expense,  to assemble and make available to the Secured Party any part or all of
the  Collateral  at any place and time  designated  by the Secured  Party,  (iv)
collect, foreclose,  receive,  appropriate,  setoff and realize upon any and all
Collateral,  (v) remove any or all of the Collateral  from any premises on or in
which the same may be located for the purpose of effecting the sale, foreclosure
or other  disposition  thereof  or for any  other  purpose,  (vi)  sell,  lease,
transfer,  assign,  deliver  or  otherwise  dispose  of any and  all  Collateral
(including entering into contracts with respect thereto, public or private sales
at  any  exchange,  broker's  board,  at any  office  of the  Secured  Party  or
elsewhere) at such prices or terms as the Secured Party may deem reasonable, for
cash,  upon credit or for future  delivery,  with the Secured  Party  having the
right to  purchase  the whole or any part of the  Collateral  at any such public
sale, all of the foregoing  being free from any right or equity of redemption of
such Guarantor,  which right or equity of redemption is hereby  expressly waived
and released by such  Guarantor.  If any of the  Collateral is sold or leased by
the Secured  Party upon credit  terms or for future  delivery,  the  Obligations
shall not be reduced  as a result  thereof  until  payment  therefor  is finally
collected  by the Secured  Party.  If notice of  disposition  of  Collateral  is
required  by law,  five (5)  days  prior  notice  by the  Secured  Party to each
applicable  Guarantor  designating  the time and place of any public sale or the
time after which any private sale or other intended disposition of Collateral is
to be made,  shall be deemed to be reasonable  notice thereof and each Guarantor
waives any other notice.  In the event the Secured Party institutes an action to
recover any Collateral or seeks recovery of any Collateral by way of prejudgment
remedy,  each Guarantor  waives the posting of any bond which might otherwise be
required.

            (c) The  Secured  Party may apply the cash  proceeds  of  Collateral
actually  received by the Secured  Party from any sale,  lease,  foreclosure  or
other  disposition of the Collateral to payment of the Obligations,  in whole or
in part and in such order as the  Secured  Party may elect,  whether or not then
due.  Guarantors shall remain liable to the Secured Party for the payment of any
deficiency  with  interest  at the  highest  rate  provided  for  in the  Credit
Agreement  and all costs and expenses of collection  or  enforcement,  including
attorneys' fees and legal expenses.


SECTION 7.  JURY TRIAL WAIVER; OTHER WAIVERS
            AND CONSENTS; GOVERNING LAW
            --------------------------------

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

            (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.

            (b)  Each  Guarantor   irrevocably   consents  and  submits  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 waives 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 each Guarantor and
the Secured  Party in respect of this  Agreement or the other Loan  Documents or
the transactions related hereto or thereto, in each case whether now


                                      -12-
<PAGE>


existing  or  hereafter  arising,  and  whether  in  contract,  tort,  equity or
otherwise, and agrees that any dispute with respect to any such matters shall be
heard only in the courts  described  above  (except that the Secured Party shall
have the right to bring any action or  proceeding  against any  Guarantor or its
property in the courts of any other  jurisdiction  which the Secured Party deems
necessary or  appropriate  in order to realize on the Collateral or to otherwise
enforce its rights against any Guarantor or its property).

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

            (d) EACH GUARANTOR 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 LENDERS TO ACCEPT THIS  AGREEMENT AND
MAKE LOANS PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.

            (e) The Secured  Party shall not have any  liability  to  Guarantors
(whether in tort,  contract,  equity or  otherwise)  for losses  suffered by any
Guarantor  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 the Secured Party
that  the  losses  were  the  result  of acts or  omissions  constituting  gross
negligence  or willful  misconduct.  In any such  litigation,  the 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.

      7.2 Waiver of Notices.  Each  Guarantor  hereby  expressly  waives demand,
          -----------------
presentment,  protest and notice of protest and notice of dishonor  with respect
to any and all instruments and commercial  paper,  included in or evidencing any
of the Obligations or the Collateral,  and any and all other demands and notices
of any kind or nature whatsoever with respect to the Obligations, the Collateral
and this Agreement,  except such as are expressly provided for herein. No notice
to or demand on any  Guarantor  which the Secured  Party may elect to give shall
entitle  such  Guarantor  to any other or further  notice or demand in the same,
similar or other circumstances.

      7.3  Amendments  and Waivers.  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 the
Secured Party, and as to amendments,  as also signed by an authorized officer of
each  Guarantor.  The 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


                                      -13-
<PAGE>


unless such waiver  shall be in writing and signed by an  authorized  officer of
the Secured  Party.  Any such  waiver  shall be  enforceable  only to the extent
specifically  set forth  therein.  A waiver by the  Secured  Party 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 Secured  Party would
otherwise have on any future occasion, whether similar in kind or otherwise.

      7.4 Waiver of Counterclaims. Each Guarantor waives all rights to interpose
          -----------------------
any  claims,  deductions,  setoffs or  counterclaims  of any nature  (other then
compulsory  counterclaims)  in any  action or  proceeding  with  respect to this
Agreement,  the Obligations,  the Collateral or any matter arising  therefrom or
relating hereto or thereto.

      7.5  Indemnification.  Each Guarantor shall indemnify and hold the Secured
           ---------------
Party, the Lenders and their directors,  agents, employees and counsel, harmless
from and against  any and all losses,  claims,  damages,  liabilities,  costs or
expenses  imposed on, incurred by or asserted  against any of them in connection
with any litigation,  investigation, claim or proceeding commenced or threatened
related  to the  negotiation,  preparation,  execution,  delivery,  enforcement,
performance or  administration of this Agreement,  any other Loan Documents,  or
any undertaking or proceeding  related to any of the  transactions  contemplated
hereby or any act, omission,  event or transaction related or attendant thereto,
including  amounts paid in settlement,  court costs, and the reasonable fees and
expenses of counsel.  To the extent that the  undertaking to indemnify,  pay and
hold harmless set forth in this Section may be unenforceable because it violates
any law or public policy,  each Guarantor shall pay the maximum portion which it
is  permitted  to pay under  applicable  law to the Secured  Party or any of the
Lenders,  as the case may be, in satisfaction of indemnified  matters under this
Section.  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.


SECTION 8.  MISCELLANEOUS
            -------------

      8.1 Notices.  All  notices,  requests  and demands  hereunder  shall be in
          -------
writing and (a) made to the  Secured  Party as follows:  Fleet  Bank,  N.A.,  an
Administrative  Agent,  1185 Avenue of the Americas,  New York,  New York 10031,
Attention:  Ms. Beth Goodman,  Vice President and to each Guarantor at its chief
executive  office set forth below,  or to such other address as either party may
designate by written notice to the other in accordance with this provision,  and
(b) deemed to have been given or made: if delivered in person,  immediately upon
delivery;  if by telex,  telegram or facsimile  transmission,  immediately  upon
sending and upon confirmation of receipt; if by nationally  recognized overnight
courier  service with  instructions  to deliver the next  business  day, one (1)
business day after sending;  and if by certified mail, return receipt requested,
five (5) days after mailing.

      8.2 Partial  Invalidity.  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.


                                      -14-
<PAGE>


      8.3  Successors.  This  Agreement,  the other Loan Documents and any other
           ----------
document  referred to herein or therein shall be binding upon each Guarantor and
its successors and assigns and inure to the benefit of and be enforceable by the
Secured  Party and its  successors  and assigns,  except that no  Guarantor  may
assign its rights under this  Agreement,  the other Loan Documents and any other
document  referred to herein or therein without the prior written consent of the
Secured Party.

      8.4  Counterparts.  This  Agreement  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 Agreement, it shall not be necessary
to produce or account for more then one  counterpart  thereof  signed by each of
the parties hereto.

      8.5  Entire  Agreement.  This  Agreement,  the other Loan  Documents,  any
           -----------------
supplements hereto or thereto,  and any instruments or documents delivered or to
be delivered in connection herewith or therewith represents the entire agreement
and  understanding  concerning the subject matter hereof and thereof between the
parties  hereto,  and  supersede  all other  prior  agreements,  understandings,
negotiations  and   discussions,   representations,   warranties,   commitments,
proposals,  offers and contracts  concerning the subject matter hereof,  whether
oral or  written.  In the event of any  inconsistency  between the terms of this
Agreement and any schedule or exhibit hereto,  the terms of this Agreement shall
govern.

      IN WITNESS  WHEREOF,  each  Guarantor has caused these presents to be duly
executed as of the day and year first above written.

                                            GUARANTORS:
                                            -----------

                                            UNIDIGITAL ELEMENTS (NY), INC.

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

                                            Title: Chief Executive Officer

                                            CHIEF EXECUTIVE OFFICE:
                                            ----------------------

                                            229 West 28th Street
                                            New York, New York 10001


                                           UNIDIGITAL ELEMENTS (SF), INC.

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

                                            Title: Chief Executive Officer

                                            CHIEF EXECUTIVE OFFICE:
                                            ----------------------

                                            229 West 28th Street
                                            New York, New York 10001


                                      -15-
<PAGE>


                                            UNISON (NY), INC.

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

                                            Title: Chief Executive Officer

                                            CHIEF EXECUTIVE OFFICE:
                                            ----------------------

                                            229 West 28th Street
                                            New York, New York 10001


                                            UNISON (MA), INC.

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

                                            Title: Chief Executive Officer

                                            CHIEF EXECUTIVE OFFICE:
                                            ----------------------

                                            229 West 28th Street
                                            New York, New York 10001


                                            MEGA ART CORP.

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

                                            Title: Chief Executive Officer

                                            CHIEF EXECUTIVE OFFICE:
                                            ----------------------

                                            229 West 28th Street
                                            New York, New York 10001


                                            SUPERGRAPHICS HOLDING COMPANY, INC.

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

                                            Title: Chief Executive Officer


                                      -16-
<PAGE>


                                            CHIEF EXECUTIVE OFFICE:
                                            ----------------------

                                            229 West 28th Street
                                            New York, New York 10001


                                            SUPERGRAPHICS CORPORATION

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

                                            Title: Chief Executive Officer

                                            CHIEF EXECUTIVE OFFICE:
                                            ----------------------

                                            229 West 28th Street
                                            New York, New York 10001


                                      -17-
<PAGE>