AMENDMENT TO SECURITY AGREEMENT AMENDMENT, dated as of October 30, 1998 (this "Amendment") to that Security --------- Agreement, dated as of March 24, 1998 (as amended, supplemented or otherwise modified, the "Security Agreement"), made by UNIDIGITAL INC., a Delaware ------------------- corporation (the "Borrower") and each subsidiary of the Borrower which is a -------- signatory thereto (together with the Borrower, collectively, the "Loan Parties") ------------ in favor of CANADIAN IMPERIAL BANK OF COMMERCE, as administrative agent (in such capacity, the "Administrative Agent") for the various lenders (the "Lenders") --------------------- ------- and CANADIAN IMPERIAL BANK OF COMMERCE, as issuing lender (in such capacity, the "Issuing Lender"), parties to that Credit Agreement, dated as of March 24, 1998 -------------- (as amended, supplemented or otherwise modified from time to time, the "Credit ------ Agreement"), among the Borrower, the Lenders, the Issuing Lender and the - --------- Administrative Agent. RECITALS The Loan Parties party to the Security Agreement have notified the Administrative Agent that Hy Zazula Associates, Inc., a New York corporation ("Zazula"), will merge with and into Unison (NY), Inc., a Delaware corporation, with Unison (NY), Inc. being the surviving corporation in such merger. The Loan Parties party to the Security Agreement have requested that the Security Agreement be amended to take account of the assets and liabilities of Zazula being acquired by Unison (NY), Inc. in connection with such acquisition. The Administrative Agent and the Required Lenders are willing to agree to such amendment, but only on the terms and subject to the conditions set forth in this Amendment. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower, the Administrative Agent and the Required Lenders hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, terms defined in the ------------- Security Agreement are used herein as therein defined. 2. Amendment. (a) The Security Agreement is hereby amended by supplementing --------- Schedules I, VI and VII thereto by adding to such Schedules the material set forth on the corresponding Schedules I, VI and VII to this Amendment. (b) Section 4(l) of the Security Agreement is hereby amended by adding the words: "Except as set forth on Schedule VII hereto," to the beginning of the sentence. 3. Effectiveness. This Amendment shall become effective on the date that ------------- the Administrative Agent shall have received this Amendment, executed and delivered by duly authorized officers of the Borrower and the Required Lenders. 1 4. Representations and Warranties. To induce the Administrative Agent and ------------------------------ the Required Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent that the representations and warranties contained in the Security Agreement and are true and correct in all material respects as if made on and as of the date hereof and that no Default or Event of Default will have occurred and be continuing. 5. No Other Amendments. Except as expressly amended hereby, the Security ------------------- Agreement shall remain in full force and effect in accordance with their respective terms, without any waiver, amendment or modification of any provision thereof. 6. Counterparts. This Amendment may be executed by one or more of the ------------ parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 7. Expenses. The Borrower agrees to pay and reimburse the Administrative -------- Agent for all of the out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and disbursements of Cadwalader, Wickersham & Taft, counsel to the Agent. 8. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND --------------- INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. [SIGNATURE PAGES FOLLOW] 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date and year first above written. CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent and as a Lender By: /s/ E. Lindsay Gordon ----------------------------------- Name: E. Lindsay Gordon Title: Executive Director CIBC Oppenheimer Corp., as Agent MARINE MIDLAND BANK By: /s/ Gina Sidorsky ---------------------------------- Name: Gina Sidorsky Title: Authorized Signatory BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC. By: /s/ David E. Yewer ---------------------------------- Name: David E. Yewer Title: Vice President By: /s/ Maura K. Connor ---------------------------------- Name: Maura K. Connor Title: Senior Associate 3 MERRILL LYNCH BUSINESS FINANCIAL SERVICES, INC. By: /s/ Daniel J. McHugh ---------------------------------- Name: Daniel J. McHugh Title: Vice President By: ---------------------------------- Name: Title: UNIDIGITAL INC. By: /s/ William E. Dye ---------------------------------- William Dye Chief Executive Officer UNIDIGITAL ELEMENTS (NY), INC. By: /s/ William E. Dye ---------------------------------- William Dye Chief Executive Officer UNIDIGITAL ELEMENTS (SF), INC. By: /s/ William E. Dye ---------------------------------- William Dye Chief Executive Officer 4 UNISON (NY), INC. By: /s/ William E. Dye ---------------------------------- William Dye Chief Executive Officer UNISON (MA), INC. By: /s/ William E. Dye ---------------------------------- William Dye Chief Executive Officer MEGA ART CORP. By: /s/ William E. Dye ---------------------------------- William Dye Chief Executive Officer 1