Exhibit 10.8

                   AMENDED AND RESTATED REVOLVING CREDIT NOTE

$20,000,000                                                   September 30, 2003

      FOR VALUE RECEIVED and intending to be legally bound, the undersigned,
(collectively, "Borrowers" and singly, a "Borrower"), jointly and severally
promise to pay, in lawful money of the United States of America, to the order of
WACHOVIA BANK, NATIONAL ASSOCIATION ("Lender"), at the offices of WACHOVIA BANK,
NATIONAL ASSOCIATION ("Agent") at Broad and Chestnut Streets, Philadelphia,
Pennsylvania, 19107, the maximum aggregate principal sum of Twenty Million
Dollars ($20,000,000) or such lesser sum which represents Lender's Commitment
Percentage of the principal balance outstanding under that certain Amended and
Restated Loan and Security Agreement dated of even date herewith, among
Borrowers, Agent and Lenders (as it may be amended, modified, restated or
supplemented from time to time, "Loan Agreement"). The outstanding principal
balance hereunder shall, absent earlier acceleration, be payable on the Maturity
Date. The actual amount due and owing from time to time hereunder shall be
evidenced by Agent's records of receipts and disbursements, which shall, in the
absence of manifest error, be conclusive evidence of the amount. All capitalized
terms used herein without further definition shall have the respective meanings
ascribed thereto in the Loan Agreement.

      Borrowers shall pay interest on the outstanding principal balance
hereunder from time to time at the per annum rates set forth in the Loan
Agreement. Interest shall be calculated on the basis of a year of 360 days but
charged for the actual number of days elapsed, and shall be due and payable as
set forth in the Loan Agreement.

      This Revolving Credit Note is one of those certain Notes referred to in
the Loan Agreement.

      If an Event of Default occurs and is continuing under the Loan Agreement,
Agent may exercise the rights and remedies set forth in the Loan Agreement. The
obligations evidenced by this Revolving Credit Note are secured by the real and
personal property Collateral described in the Loan Agreement.

      This Revolving Credit Note may be prepaid only in accordance with the
terms and conditions of the Loan Agreement.

      Each Borrower hereby waives protest, demand, notice of nonpayment and all
other notices in connection with the delivery, acceptance, performance or
enforcement of this Revolving Credit Note.

      This Revolving Credit Note shall be construed and governed by the laws of
the Commonwealth of Pennsylvania without regard to otherwise applicable
principles of conflicts of laws. The provisions of this Revolving Credit Note
are severable and the invalidity or

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unenforceability of any provision shall not alter or impair the remaining
provisions of this Revolving Credit Note.

      This Revolving Credit Note amends and restates (but does not extinguish
the absolute and unconditional obligation to repay the indebtedness evidenced
by) that certain Revolving Credit Note issued by Phoenix, PCC Express, Inc. and
Realty, in favor of Lender dated September 15, 1998, as amended and modified
from time to time.

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      IN WITNESS WHEREOF, and intending to be legally bound hereby, Borrowers
have executed these presents the day and year first above written.


BORROWERS:                           PHOENIX COLOR CORP.

                                     By:    /s/ Edward Lieberman
                                            ----------------------------
                                     Name:  Edward Lieberman
                                            ----------------------------
                                     Title: Chief Financial Officer
                                            ----------------------------


                                     PCC EXPRESS, INC.

                                     By:    /s/ Edward Lieberman
                                            ----------------------------
                                     Name:  Edward Lieberman
                                            ----------------------------
                                     Title: Chief Financial Officer
                                            ----------------------------


                                     TECHNIGRAPHIX, INC.

                                     By:    /s/ Edward Lieberman
                                            ----------------------------
                                     Name:  Edward Lieberman
                                            ----------------------------
                                     Title: Chief Financial Officer
                                            ----------------------------


                                     PHOENIX (MD.) REALTY, LLC

                                     By:    /s/ Edward Lieberman
                                            ----------------------------
                                     Name:  Edward Lieberman
                                            ----------------------------
                                     Title: Chief Financial Officer
                                            ----------------------------


                                     PHOENIX COLOR FULFILLMENT, INC.

                                     By:    /s/ Edward Lieberman
                                            ----------------------------
                                     Name:  Edward Lieberman
                                            ----------------------------
                                     Title: Chief Financial Officer
                                            ----------------------------


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