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                                                                 Exhibit 10.8

                                                               Execution Copy


                       SECOND AMENDMENT TO LOAN AGREEMENT
                             (Series 1990B, Lot 1)

     THIS SECOND AMENDMENT TO LOAN AGREEMENT, dated as of this 1st day of 
July, 1998, among the Minnesota Agricultural and Economic Development Board, 
as the statutory successor to the Minnesota Energy and Economic Development 
Authority (the "Authority") (collectively herein, such Board and 
Authority shall be referred to as the "Board") and Merrill/May, Inc. (the 
"Borrower") is being entered into to amend and modify certain provisions of 
the Loan Agreement dated as of July 1, 1990 (the "1990 Loan Agreement") by 
and between the Board and May Printing Company (the "1990 Borrower") as 
amended by the First Amendment to Loan Agreement dated as of December 31, 
1993 (the "First Amendment to Loan Agreement") by and between the Board and 
the Borrower; and

     WHEREAS, pursuant to the 1990 Loan Agreement, the 1990 Borrower was 
provided a loan in the original principal amount of $4,205,000; and

     WHEREAS, the 1990 Borrower entered into an agreement under which the 
1990 Borrower sold and transferred to Merrill/May, Inc. (the "Borrower") 
substantially all of the operating assets and selected liabilities of the 
1990 Borrower pursuant to that certain Asset Purchase Agreement dated 
December 31, 1993 (the "Asset Purchase Agreement"); and

     WHEREAS, in connection with the Asset Purchase Agreement, the Borrower 
agreed to assume the obligations of the 1990 Borrower under the 1990 Loan 
Agreement by entering into a First Amendment to Loan Agreement dated as of 
December 31, 1993 (the "First Amendment to Loan Agreement") (the 1990 Loan 
Agreement as amended by the First Amendment to Loan Agreement is referred to 
herein as the "Original Loan Agreement") so as to reflect the obligations 
under the Original Loan Agreement by the Borrower; and

     WHEREAS, the Borrower has requested that the Board issue, pursuant to 
MINNESOTA STATUTES, Chapter 41A (and including certain provisions of 
MINNESOTA STATUTES 1986, Chapter 116M notwithstanding the repeal thereof) 
(collectively the "Act"), its Minnesota Agricultural and Economic 
Development Board Minnesota Small Business Development Loan Program Refunding 
Revenue Bonds, Series 1998B, Lot 2 (the "Series 1998B Lot 2 Bonds") in the 
principal amount not to exceed $3,320,000 to fund a loan to the Borrower to 
redeem and prepay on August 1, 1998 the outstanding principal amount of the 
Minnesota Agricultural and Economic Development Board Minnesota Small 
Business Development Loan Program Revenue Bonds, Series 1990B, Lot 1 (the 
"Series 1990B Lot 1 Bonds") previously issued by the Board to finance the 
Project (as defined in the Original Loan Agreement);

     WHEREAS, the Borrower has requested that the Board enter into this 
Second Amendment to Loan Agreement to refund the Series 1990B Lot 1 Bonds; and

     WHEREAS, Section 6.08 of the Minnesota Small Business Development Loan 
Program Revenue Bonds General Bond Resolution adopted by the Board on 
September 26, 1984 (the "General Bond Resolution") provides that the Board 
may consent to any amendment or modification of a loan agreement, security 
instrument or any other security arrangement that would not impair or 
materially adversely affect in any manner the rights or security of holders 
of the Bonds (as defined in the General Bond Resolution); and

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     WHEREAS, the Board approved Resolution 98-317 on June 29, 1998, 
approving this Second Amendment to Loan Agreement; and

     NOW, THEREFORE, the parties hereby desire to amend the Original Loan 
Agreement and hereby covenant and agree as follows:

     Section 1.  DEFINITIONS.  The following definitions in Section 1.1. are 
deleted in their entirety and new definitions as follows are substituted  in 
lieu thereof:

          "Agreement" means the Loan Agreement dated as of July 1, 1990 
     between the 1990 Borrower and the Board as amended and supplemented by
     the First Amendment to Loan Agreement dated as of December 31, 1993 
     between the Borrower and the Board and as further amended and 
     supplemented by this Second Amendment to Loan Agreement dated as of 
     July 1, 1998 between the Borrower and the Board.

          "Business Loan Reserve Account Requirement" means, as of any date
     of calculation, with respect to any Lot of Bonds, that sum which is equal
     to (i) the maximum Aggregate Debt Service for any Bond Year over the 
     period from the date of calculation to (and including) the final 
     maturity date of such Lot of Bonds or (ii) such lesser amount as shall 
     be required pursuant to Section 103(c) of the Code to preserve the 
     tax-exempt status of such Lot of Bonds.

          "Note" means the promissory note of the Borrower dated as of the 
     date of the Series 1998B Lot 2 Bonds, evidencing the Borrower's 
     obligations pursuant to this Agreement, substantially in the form of 
     Appendix I hereto.

          "Single Lot Bonds" means the Minnesota Agricultural and Economic 
      Development Board Minnesota Small Business Development Loan Program 
      Refunding Revenue Bonds, Series 1998B Lot 2 in the aggregate principal 
      amount of $3,320,000 authorized by the Single Lot Resolution.

          "Single Lot Resolution" means the Single Lot Bond Resolution of the 
       Authority authorizing the issuance of the 1990B Lot 1 Bonds adopted by 
       the Authority on June 29, 1990 as amended by the resolution by the 
       Authority on June 29, 1998 authorizing the issuance of the Series 
       1998B Lot 2 Bonds.

       Section 2.  APPENDIX I.  Appendix I to the Original Loan Agreement is 
deleted in its entirety and a new Appendix I is substituted therefore in the 
form of Appendix I hereto.

       Section 3.  AUTHORITY FOR SECOND AMENDMENT TO LOAN AGREEMENT.  This 
Second Amendment to Loan Agreement is being entered into without need for the 
consent of the holders of any Bond (as defined in the General Bond 
Resolution) issued under the General Bond Resolution being obtained pursuant 
to Section 12.4 of the Loan Agreement and Section 6.08 of the General Bond 
Resolution. The Borrower hereby represents that the amendments to the 
Original Loan Agreement set forth in this Second Amendment to Loan Agreement 
will not impair or materially adversely affect in any manner, the rights or 
security of the bondholders of the Related Lot of Bonds (as defined in the 
Original Loan Agreement).

      Section 4.  DELIVERY OF DOCUMENTATION. The Borrower agrees to execute 
and deliver to the Board any and all documents, amendments to documents, 
filings, and notices as reasonably requested by the 


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Board to memorialize this Second Amendment to Loan Agreement and provide 
notice as required under law or as deemed appropriate by the Board.

     Section 5.  NO FURTHER MODIFICATIONS OR REVISIONS.  Except as amended 
hereby, the Original Loan Agreement and all bond documents issued thereunder, 
as they relate thereto, shall remain in full force and effect.

    Section 6.  EFFECTIVENESS. This Second Amendment to Loan Agreement shall 
become effective as of the date first written above.
     


 








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     IN WITNESS WHEREOF, the Board and the Borrower have caused this Second 
Amendment to Loan Agreement to be executed in their respective names as of 
the date first above written.


                                        MINNESOTA AGRICULTURAL AND ECONOMIC
                                        DEVELOPMENT BOARD, as statutory 
                                        successor to the Minnesota Energy and
                                        Economic Development Authority



                                        By   /s/ Paul Moe
                                           -----------------------------------
                                            Its Executive Director

                                        MERRILL/MAY, INC.

                                        By   /s/ John Castro
                                           -----------------------------------
                                            Its President
















Signature page of the Second Amendment to Loan Agreement between the 
Minnesota Agricultural and Economic Development Board and Merrill/May, Inc. 
dated as of July 1, 1998.

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