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                                  I.G. DESIGN, INC.
                                  AMENDMENT NO. 1 TO
                     AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT
                                           
                                           
    This AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (the 
"Amendment") is entered into as of November   , 1997, by and among the 
                                            --
Principal Shareholders (as such term is

defined in the Amended and Restated Shareholders' Agreement) and I.G. Design,
Inc., a Delaware corporation having its principal office and place of business
at 3840 Bank Street, Baltimore, Maryland 21224-2522 (the "Corporation").

    WHEREAS, on  May 15, 1997, the Corporation and all of the shareholders of
the Corporation entered into the Amended and Restated Shareholders' Agreement
(the "Restated Agreement"); and

    WHEREAS, the parties hereto now wish to amend the Restated Agreement as set
forth below.

    NOW, THEREFORE, in consideration of the foregoing and various other
considerations, the receipt and sufficiency of which the parties hereby
acknowledge, the parties hereto hereby agree that the Restated Agreement shall
be amended as follows:

    1.  Section 16 of the Restated Agreement is hereby deleted and amended in
its entirety to read as follows:

    16.  TERM OF AGREEMENT

         (i)  With respect to Section 4C., from the date of consummation of the
         Offering until the earlier to occur of (A) the fourth anniversary of 
         the execution of this Restated Agreement or (B) the Principal 
         Shareholders' ceasing to be the Beneficial Owners of more than 20% of
         the issued and outstanding Stock; provided that a Principal 
         Shareholder shall be deemed to be the Beneficial Owner of Stock held 
         by a family trust established by such Principal Shareholder.
         
         (ii) With respect to all other Sections of this Restated Agreement,
         from the date of consummation of the Offering until the earlier to 
         occur of (A) the sixth anniversary of the execution of this Restated 
         Agreement or (B) the Principal Shareholders' ceasing to be the 
         Beneficial Owners of more than 20% of the issued and outstanding Stock;
         provided that a Principal Shareholder shall be deemed to be the 
         Beneficial Owner of Stock held by a family trust established by such 
         Principal Shareholder.
         
    This Amendment shall take effect immediately upon the effectiveness of 
the Restated Agreement.

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    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
signed as of the date first written above.


                             I.G. DESIGN, INC.
                             
                             -------------------------
                             Gerald W. Lear, President
                             
                             -------------------------
                             Robert J. Arnot
                             
                             -------------------------
                             Ira J. Hechler
                             
                             -------------------------
                             Jon Hechler
                             
                             -------------------------
                             Gerald W. Lear
     
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