Exhibit 10.4

                                 AMENDMENT NO. 1
                                       TO
                         EXECUTIVE EMPLOYMENT AGREEMENT

      THIS AMENDMENT NO. 1 ("Amendment No. 1"), dated as of August 16, 2003, is
made a part of that certain EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"),
dated as of August 16, 2002, by and between Phoenix Color Corp., a Delaware
corporation (the "Company"), and Louis LaSorsa (the "Executive"). It is intended
by the parties that the terms of this Amendment No. 1, to the extent that they
are more specific than the terms contained in the Agreement, or to the extent
that they should conflict with the terms contained in the Agreement, shall
supersede the terms of the Agreement. Section numbers and exhibits referenced in
this Amendment No. 1 correspond, where applicable, to section numbers and
exhibits used in the Agreement. All defined terms not otherwise defined herein
shall have the meanings set forth in the Agreement.

                              W I T N E S S E T H:

      In consideration of the mutual covenants and representations contained
herein and the mutual benefits derived herefrom, of $10 cash consideration, and
for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

      1. Sub-sections 13.B(i)-(iv) of the Agreement are hereby restated in their
entirety as follows:

            (i) "Change of Control" means (1) the acquisition in one or more
transactions by any Person (other than from the Company) of the beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended) of 50% or more of (A) the then outstanding
capital stock of the Company, or (B) the combined voting power of the then
outstanding capital stock of the Company entitled to vote generally in the
election of directors (the "Combined Voting Stock"); (2) the closing of a sale
or other conveyance of all or substantially all of the assets of the Company; or
(3) the effective time of any merger, share exchange, consolidation, or other
business combination involving the Company if immediately after such transaction
persons who hold a majority of the outstanding voting securities entitled to
vote generally in the election of directors of the surviving entity (or the
entity owning 100% of such surviving entity) are not persons who, immediately
prior to such transaction, held the Combined Voting Stock. Notwithstanding the
foregoing and solely for purposes of the last sentence of Section 5, in no event
shall a transaction constitute a Change of Control if the Disposition Proceeds
for such transaction are less than the Target Amount.

            (ii) "Disposition Proceeds" means: (1) in the case of a transaction
described in clause (1) or (3) of Section 13.B(i), the value of cash and
non-cash consideration paid or payable (after the payment of all liabilities of
the Company,

<PAGE>

including without limitation any Retirement Benefits under any Supplemental
Executive Retirement Plan) in connection with such transaction for the
outstanding capital stock of the Company (including stock options), which
consideration shall be determined as of the closing of the transaction, assuming
the payment of any contingent portion of the consideration (including any
earn-out payment) will be made; or (2) in the case of a transaction described in
clause (2) of Section 13.B(i), the value of cash and non-cash consideration
(including without limitation payment or assumption of debt) available (after
the payment of all liabilities of the Company, including without limitation any
Retirement Benefits under any Supplemental Executive Retirement Plan) for
distribution to the holders of outstanding capital stock of the Company
(including stock options) in connection with such transaction, determined as of
the closing of the transaction assuming the payment of any contingent portion of
the consideration (including any earn-out payment) will be made, and in
accordance with generally accepted accounting principles.

            (iii) "Person" means any individual, entity or group within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended, other than: Louis LaSorsa, Edward Lieberman, employee benefit plans
sponsored or maintained by the Company, and entities controlled by the Company.

            (iv) "Target Amount" means $40,000,000.

      2. Exhibit A to the Agreement shall be replaced by Exhibit A hereto.

      IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
No. 1 on the date first above written.


                                            PHOENIX COLOR CORP.

                                            By: /s/ Edward Lieberman
                                                ------------------------------
                                                   Edward Lieberman


                                            EXECUTIVE

                                            /s/ Louis LaSorsa
                                            ----------------------------------
                                              Louis LaSorsa

<PAGE>

                                    EXHIBIT A

           Phoenix Color Corp. Supplemental Executive Retirement Plan
                                 (see attached)

<PAGE>

                               PHOENIX COLOR CORP.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

<PAGE>

                               PHOENIX COLOR CORP.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

      1. Purpose. The purpose of this Phoenix Color Corp. Supplemental Executive
Retirement Plan is to provide benefits to a select group of management employees
of the Company after their retirement.

      2. Definitions. Capitalized terms not otherwise in this Plan are defined
in the attached Appendix A.

      3. Eligibility. Management employees of the Company who have been selected
by the Board to participate in the Plan will become Participants as of the date
or dates designated by the Board. The Board has the sole authority to select the
Participants and designate their effective dates of participation.

      4. Retirement Benefits.

            4.1 Normal Retirement Benefits. A Participant who terminates his
employment with the Company on or after the earlier of his attainment of age 63
or completion of 20 Years of Service, will be entitled to a Retirement Benefit
as follows:

                  (a) Monthly Benefit Amount. The Company will pay the
Participant each month an amount that is equal to 32.5% of the Participant's
Average Annual Compensation divided by 12.

                  (b) Period of Payment. The monthly Retirement Benefit under
Section 4.1(a) will commence on the date of termination of the Participant's
employment with the Company, and will be payable for the duration of the
Participant's lifetime. Upon the Participant's death occurring before all of the
first 120 monthly payments (the "Guaranteed Payments") are made, the remaining
Guaranteed Payments shall be paid to the Participant's beneficiary.

            4.2 Retirement Benefits upon Change of Control. Upon a Change of
Control, each Participant who is an employee of the Company immediately prior to
the closing date of the Change of Control will be entitled to a Retirement
Benefit as follows in lieu of the Retirement Benefit provided in Section 4.1:

                  (a) Lump Sum Amount. On the closing date of the Change of
Control, the Company will pay the Participant a Retirement Benefit that is
actuarially equivalent in value to the Retirement Benefit that would be payable
under Section 4.1., determined as if the Participant has attained age 63 and has
terminated employment with the Company.

<PAGE>

                  (b) Calculation of Actuarially Equivalent Value. For purposes
of Section 4.2.(a), the actuarial equivalent value shall be determined by using
(i) an interest rate assumption of six percent (6%) per annum, and (ii)
post-retirement mortality based on the 1983 Group Annuity Mortality Table
(separate male and female rates). Such determination shall be made as of the
date the agreement effecting a Change of Control is executed, with no interest
accrued during the period from that date and to the date the Retirement Benefit
is paid.

                  (c) Additional Service Credits. For purposes of determining
the Retirement Benefit under this Section 4.2., each Participant shall be
credited with three (3) additional Years of Service.

                  (d) Maximum Retirement Benefit. Notwithstanding any other
provision of this Section 4.2, to the extent that the aggregate amount of
Retirement Benefits payable to all Participants under this Section 4.2 (before
any adjustment of the type described in Section 8 hereof) would exceed ten
percent (10%) of the Disposition Proceeds, the Retirement Benefit payable to the
Participant under this Section 4.2 (before any adjustment pursuant to Section 8)
shall be decreased by the Participant's pro rata share (calculated according to
the proportion that the Retirement Benefit payable, but for this Subsection (d),
to the Participant under this Section 4.2 bears to the aggregate amount of
Retirement Benefits payable to all Participants under this Section 4.2, in each
case before any adjustment of the type described in Section 8 hereof) of such
excess.

            4.3 Payment to Beneficiaries. In the event a Participant dies before
all of his Retirement Benefit is paid, the unpaid Retirement Benefit will be
paid to the individuals and/or entities designated by a Participant to be his
beneficiaries under this Plan. In the absence of any living designated
beneficiary, the unpaid Retirement Benefit will be paid to the then living
spouse of the Participant, if any. If the Participant does not have a then
living spouse, and also in the event of a surviving spouse's death before all of
the Retirement Benefit is paid, then the unpaid Retirement Benefit will be paid
(i) to the living children of the deceased Participant, if any, in equal shares,
and (ii) if none, or after their death, to the estate of the deceased
Participant. The beneficiary designation under this Section 4.3 shall be
effective only upon receipt by the Plan Administrative Committee of a properly
executed form that the Plan Administrative Committee has approved for that
purpose. The Participant may from time to time revoke or change any designation
of beneficiary by filing another approved beneficiary designation form with the
Plan Administrative Committee.

      5. Administration of Plan.

            5.1 General Authority of Plan Administrative Committee. The Plan
Administrative Committee will have the exclusive responsibility for the general
administration of this Plan in accordance with the terms and provisions of this
Plan. The Plan Administrative Committee will have all powers necessary to
accomplish those purposes, including, but not limited to, the complete
discretionary right, power and authority to:


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<PAGE>

                  (a) Make and interpret rules for the administration of this
Plan;

                  (b) Calculate the Retirement Benefit to which any Participant
or beneficiary is entitled under the Plan;

                  (c) Construe all terms, provisions, conditions and limitations
of this Plan;

                  (d) Correct any defect, supply any omission or reconcile any
inconsistency that may appear in this Plan in the manner and to the extent it
deems expedient to carry this Plan into effect for the greatest benefit of all
parties at interest; and

                  (e) Delegate those clerical and ministerial duties of the Plan
Administrative Committee, as it deems necessary or advisable for the proper and
efficient administration of this Plan.

            5.2 Binding Nature of Action by Plan Administrative Committee. All
actions taken and all decisions and determinations made by the Plan
Administrative Committee on matters relating to the Plan pursuant to the powers
vested in it under the Plan shall be conclusive and binding on all parties
concerned, including but not limited to the Company, its stockholders, the
Participants and their beneficiaries.

            5.3 Limited Liability; Indemnification. To the maximum extent
permitted by law, no member of the Plan Administrative Committee shall be liable
for any action taken or decision made in good faith relating to the Plan.
Without limiting the generality of the foregoing, any decision or action taken
by the Plan Administrative Committee when it relies upon information supplied to
it by any officer of the Company or the Company's legal counsel, actuary or
other advisors in connection with the administration of this Plan will be deemed
to have been taken in good faith. To the maximum extent permitted by law and by
the Company's charter and by-laws, the members of the Plan Administrative
Committee shall be indemnified by the Company in respect of all their activities
under the Plan.

      6. Procedures for Benefit Claims.

            6.1 Procedures for Initial Claims.

                  (a) Claim. In general, payments under this Plan are automatic
and no claim for benefits need to be filed. However, a Participant who believes
that he or she is being denied a benefit to which he or she is entitled under
the Plan (any such Participant hereinafter referred to as a "Claimant") may file
a written request for such benefit with the Plan Administrative Committee,
setting forth his or her claim. The request must be addressed to the Plan
Administrative Committee in care of the Company at its then principal place of
business.


                                      -3-
<PAGE>

                  (b) Decision on Claim. Upon receipt of a claim, the Plan
Administrative Committee shall advise the Claimant that a reply will be
forthcoming within 90 days and shall, in fact, deliver such reply within such
period. The Plan Administrative Committee may, however, extend the reply period
for an additional 90 days for reasonable cause, provided that the Claimant is
notified of the extension prior to the end of the initial 90-day period. This
notice shall indicate the reason more time is needed and the date by which the
Plan Administrative Committee expects to make a decision.

            If the claim is denied in whole or in part, the Plan Administrative
Committee shall adopt a written opinion, using language calculated to be
understood by the Claimant, setting forth:

                  (i) the specific reason or reasons for the adverse
determination;

                  (ii) the specific reference to pertinent provisions of the
Plan on which such determination is based;

                  (iii) a description of any additional material or information
necessary for the Claimant to perfect his or her claim and an explanation of why
such material or such information is necessary;

                  (iv) a description of the Plan's review procedures and the
time limits applicable to such procedures, including a statement of the
Claimant's right to bring civil action following an adverse benefit
determination on review.

            6.2 Procedure for Appeals.

                  (a) Request for Review. Within 60 days after the receipt by
the Claimant of the written opinion described above, the Claimant may request in
writing that the Plan Administrative Committee review the determination. Such
request must be addressed to the Plan Administrative Committee, at the Company's
then-principal place of business. The Claimant or his or her duly authorized
representative may, but need not, review the relevant documents and submit
issues, comments, documents, records, and other information relating to the
claim, in writing for consideration by the Plan Administrative Committee. If the
Claimant does not request a review of the Plan Administrative Committee's
initial determination within such 60-day period, he or she shall be barred and
estopped from challenging the Plan Administrative Committee's determination.

                  (b) Review of Decisions. Within 60 days after receipt of a
request for review, the Plan Administrative Committee shall review the initial
determination. After a full and fair review considering all materials presented
by the Claimant and all other pertinent materials, the Plan Administrative
Committee shall render an opinion, written in a manner calculated to be
understood by the Claimant, setting forth:


                                      -4-
<PAGE>


                  (i) the specific reasons for the decision and containing
            specific references to the pertinent provisions of the Plan on which
            the decision is based;

                  (ii) a statement that the Claimant is entitled to receive,
            upon request and free of charge, reasonable access to, and copies
            of, all documents, records, and other information relevant to the
            Claimant's claim for benefits; and

                  (iii) a statement that the Claimant has the right to bring a
            civil action.

            If special circumstances require that the 60-day time period be
      extended, the Plan Administrative Committee shall so notify the Claimant
      prior to termination of the initial 60-day period. The extension notice
      shall indicate the special circumstances requiring an extension of time
      and the date by which the Plan Administrative Committee expects to render
      the decision. The Plan Administrative Committee shall render the decision
      as soon as possible, but not later than 120 days after receipt of the
      request for review.

            6.3 Department of Labor Regulations. If the above provisions are or
become inconsistent with applicable Department of Labor claim procedure
regulations, the Company and the Plan Administrative Committee shall process
claims in conformity with the regulations.

      7. Amendment and Termination of Plan. The Board may amend or terminate
this Plan at any time by an instrument in writing without any liability to any
Participant for any Retirement Benefit which has not been paid or become payable
prior to the date of such amendment or termination, provided that no amendment
or termination of this Plan may be effected on or after a Change of Control if
such amendment or termination would diminish any Retirement Benefit payable on
or after such Change of Control.

      8. Parachute Payment Limitation.

            8.1 Adjustment. Notwithstanding any provision in this Plan to the
contrary, in the event that the Plan Administrative Committee determines that
the Retirement Benefit under this Plan and any other payment or distribution in
the nature of compensation by the Company to or for the benefit of a
Participant, whether paid or payable or distributed or distributable pursuant to
the terms of this Plan or otherwise (the Retirement Benefit, together with such
other payments and distributions, the "Payments"), would cause any portion of
such Payments to be subject to the excise tax imposed by Section 4999 (or any
successor provision) of the Code (the "Parachute Payments"), the Participant's
Retirement Benefit and/or other Payments, as determined by the Plan
Administrative Committee, shall be reduced to an amount (not less than zero)
which shall not cause any portion of the Payments to constitute Parachute
Payments.

            8.2 Determination. All determinations required to be made under this
Section 8, including the assumptions to be utilized in arriving at such
determination, shall be


                                      -5-
<PAGE>

made prior to the due date of the Retirement Benefits provided in Section 4.2 by
such law or accounting firm as selected by the individuals who were the members
of the Plan Administrative Committee immediately prior to the Change of Control
(the "Law or Accounting Firm"). The Law or Accounting Firm may employ and rely
upon the opinions of actuarial or accounting professionals to the extent it
deems necessary or advisable. All fees and expenses of the Law or Accounting
Firm shall be borne solely by the Company. Any determination by the Law or
Accounting Firm shall be binding upon the Company, the Participants and all
other persons and entities.

      9. Subordination to Debt Obligations of Company. If the Company's payment
of benefits hereunder would cause the violation of any law or breach of any
covenant under the Company's existing public senior subordinated notes, senior
credit facility with First Union or future replacement or additional debt
(collectively, the "Covenants"), the Company's obligation to fulfill its
obligations hereunder shall be suspended and shall remain a contractual
obligation of the Company, with the payments hereunder being resumed at such
time as the payments would no longer cause a violation of law or breach of any
Covenant. If the Company's payment of benefits hereunder is delayed until the
Company would no longer commit a violation of any Covenant or law, the delayed
benefits shall be increased by the amount of interest accrued thereon over the
period that payments are suspended, at a rate equal to the prime rate of
interest listed in the Wall Street Journal on the date of the commencement of
such delay.

      10. Miscellaneous.

            10.1 Status of Plan.

                  (a) Status under ERISA. The Plan is an unfunded plan
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees within the meaning of
Sections 201(2), 301(a)(3) and 401(a)(1) of Title I of the Employee Retirement
Income Security Act of 1974, as amended.

                  (b) Unfunded Nature of Plan. The Retirement Benefits under
this Plan shall not be funded, but shall constitute contractual obligations of
the Company to pay such Retirement Benefits when due. The Retirement Benefits
shall be paid from the general assets of the Company. Nothing contained in this
Plan and no action taken pursuant to the provisions of this Plan shall create or
be construed to create a trust of any kind, or a fiduciary relationship between
the Company and any person, including any Participant or any other person. No
person other than the Company shall by virtue of the provisions of this Plan
have any interest in such funds. Title to and beneficial ownership of any
assets, whether cash or investments which the Company may designate to make
payments of the Retirement Benefits hereunder, shall at all times remain with
the Company, and no Participant shall have any property interest whatsoever in
any specific assets of the Company. To the extent that any person acquires a
right to receive payments under this Plan, such right shall be no greater than
the right of any unsecured general creditor of the Company.


                                      -6-
<PAGE>

                  (c) Company's Discretion to Establish Grantor Trust. The
Company may, in its sole discretion, provide for the obligations under this Plan
by establishing and contributing funds to a trust. Any such trust must be a
"grantor" trust under the Internal Revenue Code of 1986, as amended, and the
establishment of the trust is not intended to cause the Plan to be treated as
funded or to cause Participants to realize current income on amounts contributed
thereto, and the trust shall be so interpreted.

            10.2 Non-Alienation of Benefits. The rights of Participants or any
other persons to the Retirement Benefits under this Plan shall not be assigned,
transferred, pledged or encumbered except by will or by the laws of descent and
distribution.

            10.3 Employment Rights. Nothing in the Plan shall be construed to
confer any right on an individual to continue in the service of the Company or
shall interfere in any way with the right of the Company to terminate such
service at any time with or without cause or notice.

            10.4 Withholding Taxes. The Company shall have the right to make
such provision as necessary or appropriate, as determined by the Plan
Administrative Committee, to satisfy any obligations of the Company to collect
or withhold Federal, state or local income, employment or other taxes incurred
by reason of the accrual or payment of benefits under the Plan.

            10.5 Governing Law. The validity, construction and effect of the
Plan and any rules, regulations, determinations or decisions made by the Plan
Administrative Committee relating to the Plan shall be determined exclusively in
accordance with applicable federal laws and the laws of the State of Maryland,
without regard to its conflict of laws principles.

            10.6 Severability. If any term or provision of this Plan is held to
be invalid, void or otherwise unenforceable, the rest of the Plan will remain in
full force and effect and will in no way be affected, impaired or invalidated.

            10.7 Survival. The provisions of this Plan will bind the successors
of the Company.

            10.8 Notice. Any notice required or permitted to be given to the
Plan Administrative Committee or a Participant will be sufficient if in writing
and hand delivered or sent by U.S. mail to the principal office of the Company
or to the residential mailing address of the Participant as appearing in the
business records of the Company. Notice will be deemed to be given as of the
date of hand delivery or if delivery is by mail, as of the date shown on the
postmark.


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<PAGE>

      IN WITNESS WHEREOF, the Company has executed this Plan as approved by the
Board on _________________, 200__.

ATTEST:                                PHOENIX COLOR CORP.


____________________________           By: ________________________________
                                       Print Name: ________________________
                                       Title: _____________________________


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<PAGE>

                                   APPENDIX A

                                   Definitions

      1. "Average Annual Compensation" means, with respect to a Participant, his
average annual earnings for the three consecutive calendar years (i) which ended
before the year in which the Participant's benefit under the Plan commences and
(ii) which produce the highest aggregate earnings; provided that in no event
shall the Average Annual Compensation exceed $775,000. Such earnings shall
include base salary and bonus earned in the applicable year, regardless of when
those amounts are paid.

      2. "Board" means the Board of Directors of the Company.

      3. "Change of Control" means the earliest of:

            (a) The acquisition in one or more transactions by any Person (other
than from the Company) of the beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 50%
or more of (i) the then outstanding capital stock of the Company, or (ii) the
combined voting power of the then outstanding capital stock of the Company
entitled to vote generally in the election of directors (the "Combined Voting
Stock");

            (b) The closing of a sale or other conveyance of all or
substantially all of the assets of the Company; or

            (c) The effective time of any merger, share exchange, consolidation,
or other business combination involving the Company if immediately after such
transaction persons who hold a majority of the outstanding voting securities
entitled to vote generally in the election of directors of the surviving entity
(or the entity owning 100% of such surviving entity) are not persons who,
immediately prior to such transaction, held the Combined Voting Stock.

      Notwithstanding the foregoing, in no event shall a transaction constitute
a Change of Control if the Disposition Proceeds for such transaction are less
than the Target Amount.

      For purposes of this Section, a "Person" means any individual, entity or
group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended, other than Louis LaSorsa, Edward Lieberman,
employee benefit plans sponsored or maintained by the Company, and entities
controlled by the Company.

      4. "Company" means Phoenix Color Corp. and any successor thereof.

      5. "Disposition Proceeds" means: (1) in the case of a transaction
described in clause (a) or (c) of Section 3 of this Appendix A, the value of
cash and non-cash consideration paid or


                                      -9-
<PAGE>

payable (after the payment of all liabilities of the Company, including without
limitation any Retirement Benefits hereunder) in connection with such
transaction for the outstanding capital stock of the Company (including stock
options), which consideration shall be determined as of the closing of the
transaction assuming the payment of any contingent portion of the consideration
(including any earn-out payment) will be made; or (2) in the case of a
transaction described in clause (b) of Section 3 of this Appendix A, the value
of cash and non-cash consideration (including without limitation payment or
assumption of debt) available (after the payment of all liabilities of the
Company, including without limitation any Retirement Benefits hereunder) for
distribution to the holders of outstanding capital stock of the Company
(including stock options) in connection with such transaction, determined as of
the closing of the transaction assuming the payment of any contingent portion of
the consideration (including any earn-out payment) will be made, and in
accordance with generally accepted accounting principles.

      6. "Participant" means Louis LaSorsa, Edward Lieberman, John Carbone and
any other person selected by the Board to participate in the Plan in accordance
with Section 2.

      7. "Plan" means the Phoenix Color Corp. Supplemental Executive Retirement
Plan as set forth in this document, as amended from time to time.

      8. "Plan Administrative Committee" means the Board or a committee of one
or more individuals designated by the Board to administer this Plan.

      9. "Retirement Benefit" means the benefit payable to a Participant or his
beneficiary under this Plan.

      10. "Target Amount: means $40,000,000.

      11. "Years of Service" means, with respect to a Participant, the number of
consecutive 12-month periods during which the Participant has been employed by
the Company, plus any additional Years of Service credited pursuant to Section
4.2(c).


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