Exhibit 10.14

(Multicurrency -- Cross Border)

                                     ISDA(R)
                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                          Dated as of October 27, 2003

WACHOVIA BANK, NATIONAL ASSOCIATION and           PHOENIX COLOR CORP., PCC
                                                  EXPRESS, INC.,
                                                  TECHNIGRAPHIX, INC., PHOENIX
                                                  (MD) REALTY, LLC and PHOENIX
                                                  COLOR FULFILLMENT, INC.
                                                  (jointly and severally)

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows: --

1. Interpretation

(a) Definitions. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement. All Transactions are entered into in reliance on the fact
that this Master Agreement and all Confirmations form a single agreement between
the parties (collectively referred to as this "Agreement"), and the parties
would not otherwise enter into any Transactions.

2. Obligations

(a) General Conditions.

      (i) Each party will make each payment or delivery specified in each
      Confirmation to be made by it, subject to the other provisions of this
      Agreement.

      (ii) Payments under this Agreement will be made on the due date for value
      on that date in the place of the account specified in the relevant
      Confirmation or otherwise pursuant to this Agreement, in freely
      transferable funds and in the manner customary for payments in the
      required currency. Where settlement is by delivery (that is, other than by
      payment), such delivery will be made for receipt on the due date in the
      manner customary for the relevant obligation unless otherwise specified in
      the relevant Confirmation or elsewhere in this Agreement.

      (iii) Each obligation of each party under Section 2(a)(i) is subject to
      (1) the condition precedent that no Event of Default or Potential Event of
      Default with respect to the other party has occurred and is continuing,
      (2) the condition


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      precedent that no Early Termination Date in respect of the relevant
      Transaction has occurred or been effectively designated and (3) each other
      applicable condition precedent specified in this Agreement.


       Copyright (C) 1992 by International Swap Dealers Association, Inc.


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(b) Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c) Netting. If on any date amounts would otherwise be payable:--

      (i) in the same currency; and

      (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d) Deduction or Withholding for Tax.

      (i) Gross-Up. All payments under this Agreement will be made without any
      deduction or withholding for or on account of any Tax unless such
      deduction or withholding is required by any applicable law, as modified by
      the practice of any relevant governmental revenue authority, then in
      effect. If a party is so required to deduct or withhold, then that party
      ("X") will:--

            (1) promptly notify the other party ("Y") of such requirement;

            (2) pay to the relevant authorities the full amount required to be
            deducted or withheld (including the full amount required to be
            deducted or withheld from any additional amount paid by X to Y under
            this Section 2(d)) promptly upon the earlier of determining that
            such deduction or withholding is required or receiving notice that
            such amount has been assessed against Y;

            (3) promptly forward to Y an official receipt (or a certified copy),
            or other documentation reasonably acceptable to Y, evidencing such
            payment to such authorities; and

            (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to
            the payment to which Y is otherwise entitled under this Agreement,
            such additional amount as is necessary to ensure that the net amount
            actually received by Y (free and clear of Indemnifiable Taxes,
            whether assessed against X or Y) will equal the full amount Y would
            have received had no such deduction or withholding been required.
            However, X will not be required to pay any additional amount to Y to
            the extent that it would not be required to be paid but for:--

                  (A) the failure by Y to comply with or perform any agreement
                  contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

                  (B) the failure of a representation made by Y pursuant to
                  Section 3(f) to be accurate and true unless such failure would
                  not have occurred but for (I) any action taken by a taxing
                  authority, or brought in a court of competent jurisdiction, on
                  or after the date on which a Transaction is entered into
                  (regardless of whether such action is taken or brought with
                  respect to a party to this Agreement) or (II) a Change in Tax
                  Law.


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      (ii) Liability. If --

            (1) X is required by any applicable law, as modified by the practice
            of any relevant governmental revenue authority, to make any
            deduction or withholding in respect of which X would not be required
            to pay an additional amount to Y under Section 2(d)(i)(4);

            (2) X does not so deduct or withhold; and

            (3) a liability resulting from such Tax is assessed directly against
            X,

      then, except to the extent Y has satisfied or then satisfies the liability
      resulting from such Tax, Y will promptly pay to X the amount of such
      liability (including any related liability for interest, but including any
      related liability for penalties only if Y has failed to comply with or
      perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3. Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a) Basic Representations.

      (i) Status. It is duly organised and validly existing under the laws of
      the jurisdiction of its organisation or incorporation and, if relevant
      under such laws, in good standing;

      (ii) Powers. It has the power to execute this Agreement and any other
      documentation relating to this Agreement to which it is a party, to
      deliver this Agreement and any other documentation relating to this
      Agreement that it is required by this Agreement to deliver and to perform
      its obligations under this Agreement and any obligations it has under any
      Credit Support Document to which it is a party and has taken all necessary
      action to authorise such execution, delivery and performance;

      (iii) No Violation or Conflict. Such execution, delivery and performance
      do not violate or conflict with any law applicable to it, any provision of
      its constitutional documents, any order or judgment of any court or other
      agency of government applicable to it or any of its assets or any
      contractual restriction binding on or affecting it or any of its assets;

      (iv) Consents. All governmental and other consents that are required to
      have been obtained by it with respect to this Agreement or any Credit
      Support Document to which it is a party have been obtained and are in full
      force and effect and all conditions of any such consents have been
      complied with; and

      (v) Obligations Binding. Its obligations under this Agreement and any
      Credit Support Document to which it is a party constitute its legal, valid
      and binding obligations, enforceable in accordance with their respective
      terms (subject to applicable bankruptcy, reorganisation, insolvency,
      moratorium or similar laws affecting creditors' rights generally and
      subject, as to enforceability, to equitable principles of general
      application (regardless of whether enforcement is sought in a proceeding
      in equity or at law)).

(b) Absence of Certain Events. No Event of Default or Potential Event of Default
or, to its knowledge, Termination Event with respect to it has occurred and is
continuing and no such event or circumstance would occur as a result of its
entering into or performing its obligations under this Agreement or any Credit
Support Document to which it is a party.

(c) Absence of Litigation. There is not pending or, to its knowledge, threatened
against it or any of its Affiliates any action, suit or proceeding at law or in
equity or before any court, tribunal, governmental body, agency or official or
any arbitrator that is likely to affect the legality, validity or enforceability
against it of this Agreement or any Credit Support


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Document to which it is a party or its ability to perform its obligations under
this Agreement or such Credit Support Document.

(d) Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e) Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

4. Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a) Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

      (i) any forms, documents or certificates relating to taxation specified in
      the Schedule or any Confirmation;

      (ii) any other documents specified in the Schedule or any Confirmation;
      and

      (iii) upon reasonable demand by such other party, any form or document
      that may be required or reasonably requested in writing in order to allow
      such other party or its Credit Support Provider to make a payment under
      this Agreement or any applicable Credit Support Document without any
      deduction or withholding for or on account of any Tax or with such
      deduction or withholding at a reduced rate (so long as the completion,
      execution or submission of such form or document would not materially
      prejudice the legal or commercial position of the party in receipt of such
      demand), with any such form or document to be accurate and completed in a
      manner reasonably satisfactory to such other party and to be executed and
      to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b) Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c) Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated, organised, managed and
controlled, or considered to have its seat, or in which a branch or office
through which it is acting for the purpose of this Agreement is located ("Stamp
Tax Jurisdiction") and will indemnify the other party against any Stamp Tax
levied or imposed upon the other party or in respect of the other party's
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. Events of Default and Termination Events

(a)   Events of Default. The occurrence at any time with respect to a party or,
      if applicable, any Credit Support Provider of such party or any Specified
      Entity of such party of any of the following events constitutes an event
      of default (an "Event of Default") with respect to such party:--

      (i) Failure to Pay or Deliver. Failure by the party to make, when due, any
      payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
      required to be made by it if such failure is not remedied on or before the
      third Local Business Day after notice of such failure is given to the
      party;


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      (ii) Breach of Agreement. Failure by the party to comply with or perform
      any agreement or obligation (other than an obligation to make any payment
      under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
      notice of a Termination Event or any agreement or obligation under Section
      4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
      in accordance with this Agreement if such failure is not remedied on or
      before the thirtieth day after notice of such failure is given to the
      party;

      (iii) Credit Support Default.

            (1) Failure by the party or any Credit Support Provider of such
            party to comply with or perform any agreement or obligation to be
            complied with or performed by it in accordance with any Credit
            Support Document if such failure is continuing after any applicable
            grace period has elapsed;

            (2) the expiration or termination of such Credit Support Document or
            the failing or ceasing of such Credit Support Document to be in full
            force and effect for the purpose of this Agreement (in either case
            other than in accordance with its terms) prior to the satisfaction
            of all obligations of such party under each Transaction to which
            such Credit Support Document relates without the written consent of
            the other party; or

            (3) the party or such Credit Support Provider disaffirms, disclaims,
            repudiates or rejects, in whole or in part, or challenges the
            validity of, such Credit Support Document;

      (iv) Misrepresentation. A representation (other than a representation
      under Section 3(e) or (f)) made or repeated or deemed to have been made or
      repeated by the party or any Credit Support Provider of such party in this
      Agreement or any Credit Support Document proves to have been incorrect or
      misleading in any material respect when made or repeated or deemed to have
      been made or repeated;

      (v) Default under Specified Transaction. The party, any Credit Support
      Provider of such party or any applicable Specified Entity of such party
      (1) defaults under a Specified Transaction and, after giving effect to any
      applicable notice requirement or grace period, there occurs a liquidation
      of, an acceleration of obligations under, or an early termination of, that
      Specified Transaction, (2) defaults, after giving effect to any applicable
      notice requirement or grace period, in making any payment or delivery due
      on the last payment, delivery or exchange date of, or any payment on early
      termination of, a Specified Transaction (or such default continues for at
      least three Local Business Days if there is no applicable notice
      requirement or grace period) or (3) disaffirms, disclaims, repudiates or
      rejects, in whole or in part, a Specified Transaction (or such action is
      taken by any person or entity appointed or empowered to operate it or act
      on its behalf);

      (vi) Cross Default. If "Cross Default" is specified in the Schedule as
      applying to the party, the occurrence or existence of (1) a default, event
      of default or other similar condition or event (however described) in
      respect of such party, any Credit Support Provider of such party or any
      applicable Specified Entity of such party under one or more agreements or
      instruments relating to Specified Indebtedness of any of them
      (individually or collectively) in an aggregate amount of not less than the
      applicable Threshold Amount (as specified in the Schedule) which has
      resulted in such Specified Indebtedness becoming, or becoming capable at
      such time of being declared, due and payable under such agreements or
      instruments, before it would otherwise have been due and payable or (2) a
      default by such party, such Credit Support Provider or such Specified
      Entity (individually or collectively) in making one or more payments on
      the due date thereof in an aggregate amount of not less than the
      applicable Threshold Amount under such agreements or instruments (after
      giving effect to any applicable notice requirement or grace period);

      (vii) Bankruptcy. The party, any Credit Support Provider of such party or
      any applicable Specified Entity of such party: --

            (1) is dissolved (other than pursuant to a consolidation,
            amalgamation or merger); (2) becomes insolvent or is unable to pay
            its debts or fails or admits in writing its inability generally to
            pay its debts as they become due; (3) makes a general assignment,
            arrangement or composition with or for the benefit of its creditors;
            (4) institutes or has instituted against it a proceeding seeking a
            judgment of insolvency or bankruptcy or any other relief under any
            bankruptcy or insolvency law or other similar law affecting
            creditors' rights, or a petition is presented for its winding- up or
            liquidation, and, in the case of any such proceeding or petition
            instituted or presented against it, such proceeding or petition (A)
            results in a judgment of insolvency or bankruptcy or the entry of an
            order for relief or the making of an order for its winding-up or
            liquidation or (B) is not dismissed, discharged, stayed or
            restrained in each case within 30 days of the institution or
            presentation thereof; (5) has a resolution passed for its
            winding-up, official management or liquidation (other than pursuant
            to a consolidation, amalgamation or merger); (6) seeks or becomes
            subject to the appointment of an administrator, provisional
            liquidator, conservator, receiver,


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            trustee, custodian or other similar official for it or for all or
            substantially all its assets; (7) has a secured party take
            possession of all or substantially all its assets or has a distress,
            execution, attachment, sequestration or other legal process levied,
            enforced or sued on or against all or substantially all its assets
            and such secured party maintains possession, or any such process is
            not dismissed, discharged, stayed or restrained, in each case within
            30 days thereafter; (8) causes or is subject to any event with
            respect to it which, under the applicable laws of any jurisdiction,
            has an analogous effect to any of the events specified in clauses
            (1) to (7) (inclusive); or (9) takes any action in furtherance of,
            or indicating its consent to, approval of, or acquiescence in, any
            of the foregoing acts; or

      (viii) Merger Without Assumption. The party or any Credit Support Provider
      of such party consolidates or amalgamates with, or merges with or into, or
      transfers all or substantially all its assets to, another entity and, at
      the time of such consolidation, amalgamation, merger or transfer: --

            (1) the resulting, surviving or transferee entity fails to assume
            all the obligations of such party or such Credit Support Provider
            under this Agreement or any Credit Support Document to which it or
            its predecessor was a party by operation of law or pursuant to an
            agreement reasonably satisfactory to the other party to this
            Agreement; or

            (2) the benefits of any Credit Support Document fail to extend
            (without the consent of the other party) to the performance by such
            resulting, surviving or transferee entity of its obligations under
            this Agreement.

(b)   Termination Events. The occurrence at any time with respect to a party or,
      if applicable, any Credit Support Provider of such party or any Specified
      Entity of such party of any event specified below constitutes an
      Illegality if the event is specified in (i) below, a Tax Event if the
      event is specified in (ii) below or a Tax Event Upon Merger if the event
      is specified in (iii) below, and, if specified to be applicable, a Credit
      Event Upon Merger if the event is specified pursuant to (iv) below or an
      Additional Termination Event if the event is specified pursuant to (v)
      below:--

      (i) Illegality. Due to the adoption of, or any change in, any applicable
      law after the date on which a Transaction is entered into, or due to the
      promulgation of, or any change in, the interpretation by any court,
      tribunal or regulatory authority with competent jurisdiction of any
      applicable law after such date, it becomes unlawful (other than as a
      result of a breach by the party of Section 4(b)) for such party (which
      will be the Affected Party): --

            (1) to perform any absolute or contingent obligation to make a
            payment or delivery or to receive a payment or delivery in respect
            of such Transaction or to comply with any other material provision
            of this Agreement relating to such Transaction; or

            (2) to perform, or for any Credit Support Provider of such party to
            perform, any contingent or other obligation which the party (or such
            Credit Support Provider) has under any Credit Support Document
            relating to such Transaction;

      (ii) Tax Event. Due to (x) any action taken by a taxing authority, or
      brought in a court of competent jurisdiction, on or after the date on
      which a Transaction is entered into (regardless of whether such action is
      taken or brought with respect to a party to this Agreement) or (y) a
      Change in Tax Law, the party (which will be the Affected Party) will, or
      there is a substantial likelihood that it will, on the next succeeding
      Scheduled Payment Date (1) be required to pay to the other party an
      additional amount in respect of an Indemnifiable Tax under Section
      2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
      6(e)) or (2) receive a payment from which an amount is required to be
      deducted or withheld for or on account of a Tax (except in respect of
      interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is
      required to be paid in respect of such Tax under Section 2(d)(i)(4) (other
      than by reason of Section 2(d)(i)(4)(A) or (B));

      (iii) Tax Event Upon Merger. The party (the "Burdened Party") on the next
      succeeding Scheduled Payment Date will either (1) be required to pay an
      additional amount in respect of an Indemnifiable Tax under Section
      2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
      6(e)) or (2) receive a payment from which an amount has been deducted or
      withheld for or on account of any Indemnifiable Tax in respect of which
      the other party is not required to pay an additional amount (other than by
      reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
      party consolidating or amalgamating with, or merging with or into, or
      transferring all or substantially all its assets to, another entity (which
      will be the Affected Party) where such action does not constitute an event
      described in Section 5(a)(viii);

      (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
      in the Schedule as applying to the party, such party ("X"), any Credit
      Support Provider of X or any applicable Specified Entity of X consolidates
      or


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      amalgamates with, or merges with or into, or transfers all or
      substantially all its assets to, another entity and such action does not
      constitute an event described in Section 5(a)(viii) but the
      creditworthiness of the resulting, surviving or transferee entity is
      materially weaker than that of X, such Credit Support Provider or such
      Specified Entity, as the case may be, immediately prior to such action
      (and, in such event, X or its successor or transferee, as appropriate,
      will be the Affected Party); or

      (v) Additional Termination Event. If any "Additional Termination Event" is
      specified in the Schedule or any Confirmation as applying, the occurrence
      of such event (and, in such event, the Affected Party or Affected Parties
      shall be as specified for such Additional Termination Event in the
      Schedule or such Confirmation).

(c)   Event of Default and Illegality. If an event or circumstance which would
      otherwise constitute or give rise to an Event of Default also constitutes
      an Illegality, it will be treated as an Illegality and will not constitute
      an Event of Default.

6. Early Termination

(a) Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) Right to Terminate Following Termination Event.

      (i) Notice. If a Termination Event occurs, an Affected Party will,
      promptly upon becoming aware of it, notify the other party, specifying the
      nature of that Termination Event and each Affected Transaction and will
      also give such other information about that Termination Event as the other
      party may reasonably require.

      (ii) Transfer to Avoid Termination Event. If either an Illegality under
      Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
      Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
      Affected Party, the Affected Party will, as a condition to its right to
      designate an Early Termination Date under Section 6(b)(iv), use all
      reasonable efforts (which will not require such party to incur a loss,
      excluding immaterial, incidental expenses) to transfer within 20 days
      after it gives notice under Section 6(b)(i) all its rights and obligations
      under this Agreement in respect of the Affected Transactions to another of
      its Offices or Affiliates so that such Termination Event ceases to exist.

      If the Affected Party is not able to make such a transfer it will give
      notice to the other party to that effect within such 20 day period,
      whereupon the other party may effect such a transfer within 30 days after
      the notice is given under Section 6(b)(i).

      Any such transfer by a party under this Section 6(b)(ii) will be subject
      to and conditional upon the prior written consent of the other party,
      which consent will not be withheld if such other party's policies in
      effect at such time would permit it to enter into transactions with the
      transferee on the terms proposed.

      (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a
      Tax Event occurs and there are two Affected Parties, each party will use
      all reasonable efforts to reach agreement within 30 days after notice
      thereof is given under Section 6(b)(i) on action to avoid that Termination
      Event.

      (iv) Right to Terminate. If: --

            (1) a transfer under Section 6(b)(ii) or an agreement under Section
            6(b)(iii), as the case may be, has not been effected with respect to
            all Affected Transactions within 30 days after an Affected Party
            gives notice under Section 6(b)(i); or

            (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
            Merger or an Additional Termination Event occurs, or a Tax Event
            Upon Merger occurs and the Burdened Party is not the Affected Party,

      either party in the case of an Illegality, the Burdened Party in the case
      of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
      or an Additional Termination Event if there is more than one Affected
      Party, or the


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      party which is not the Affected Party in the case of a Credit Event Upon
      Merger or an Additional Termination Event if there is only one Affected
      Party may, by not more than 20 days notice to the other party and provided
      that the relevant Termination Event is then continuing, designate a day
      not earlier than the day such notice is effective as an Early Termination
      Date in respect of all Affected Transactions.

(c)   Effect of Designation.

      (i) If notice designating an Early Termination Date is given under Section
      6(a) or (b), the Early Termination Date will occur on the date so
      designated, whether or not the relevant Event of Default or Termination
      Event is then continuing.

      (ii) Upon the occurrence or effective designation of an Early Termination
      Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
      respect of the Terminated Transactions will be required to be made, but
      without prejudice to the other provisions of this Agreement. The amount,
      if any, payable in respect of an Early Termination Date shall be
      determined pursuant to Section 6(e).

(d)   Calculations.

      (i) Statement. On or as soon as reasonably practicable following the
      occurrence of an Early Termination Date, each party will make the
      calculations on its part, if any, contemplated by Section 6(e) and will
      provide to the other party a statement (1) showing, in reasonable detail,
      such calculations (including all relevant quotations and specifying any
      amount payable under Section 6(e)) and (2) giving details of the relevant
      account to which any amount payable to it is to be paid. In the absence of
      written confirmation from the source of a quotation obtained in
      determining a Market Quotation, the records of the party obtaining such
      quotation will be conclusive evidence of the existence and accuracy of
      such quotation.

      (ii) Payment Date. An amount calculated as being due in respect of any
      Early Termination Date under Section 6(e) will be payable on the day that
      notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated or occurs as a result of an Event of
      Default) and on the day which is two Local Business Days after the day on
      which notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated as a result of a Termination Event).
      Such amount will be paid together with (to the extent permitted under
      applicable law) interest thereon (before as well as after judgment) in the
      Termination Currency, from (and including) the relevant Early Termination
      Date to (but excluding) the date such amount is paid, at the Applicable
      Rate. Such interest will be calculated on the basis of daily compounding
      and the actual number of days elapsed.

(e)   Payments on Early Termination. If an Early Termination Date occurs, the
      following provisions shall apply based on the parties' election in the
      Schedule of a payment measure, either "Market Quotation" or "Loss", and a
      payment method, either the "First Method" or the "Second Method". If the
      parties fail to designate a payment measure or payment method in the
      Schedule, it will be deemed that "Market Quotation" or the "Second
      Method", as the case may be, shall apply. The amount, if any, payable in
      respect of an Early Termination Date and determined pursuant to this
      Section will be subject to any Set-off.

      (i) Events of Default. If the Early Termination Date results from an Event
      of Default: --

            (1) First Method and Market Quotation. If the First Method and
            Market Quotation apply, the Defaulting Party will pay to the
            Non-defaulting Party the excess, if a positive number, of (A) the
            sum of the Settlement Amount (determined by the Non-defaulting
            Party) in respect of the Terminated Transactions and the Termination
            Currency Equivalent of the Unpaid Amounts owing to the
            Non-defaulting Party over (B) the Termination Currency Equivalent of
            the Unpaid Amounts owing to the Defaulting Party.

            (2) First Method and Loss. If the First Method and Loss apply, the
            Defaulting Party will pay to the Non-defaulting Party, if a positive
            number, the Non- defaulting Party's Loss in respect of this
            Agreement.

            (3) Second Method and Market Quotation. If the Second Method and
            Market Quotation apply, an amount will be payable equal to (A) the
            sum of the Settlement Amount (determined by the Non-defaulting
            Party) in respect of the Terminated Transactions and the Termination
            Currency Equivalent of the Unpaid Amounts owing to the
            Non-defaulting Party less (B) the Termination Currency Equivalent of
            the Unpaid Amounts owing to the Defaulting Party. If that amount is
            a positive number, the Defaulting Party will pay it to the
            Non-defaulting Party; if it is a negative number, the Non-defaulting
            Party will pay the absolute value of that amount to the Defaulting
            Party.


                                       9
<PAGE>

            (4) Second Method and Loss. If the Second Method and Loss apply, an
            amount will be payable equal to the Non-defaulting Party's Loss in
            respect of this Agreement. If that amount is a positive number, the
            Defaulting Party will pay it to the Non-defaulting Party; if it is a
            negative number, the Non-defaulting Party will pay the absolute
            value of that amount to the Defaulting Party.

      (ii)  Termination Events. If the Early Termination Date results from a
      Termination Event: --

            (1) One Affected Party. If there is one Affected Party, the amount
            payable will be determined in accordance with Section 6(e)(i)(3), if
            Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
            except that, in either case, references to the Defaulting Party and
            to the Non-defaulting Party will be deemed to be references to the
            Affected Party and the party which is not the Affected Party,
            respectively, and, if Loss applies and fewer than all the
            Transactions are being terminated, Loss shall be calculated in
            respect of all Terminated Transactions.

            (2) Two Affected Parties. If there are two Affected Parties: --

                  (A) if Market Quotation applies, each party will determine a
                  Settlement Amount in respect of the Terminated Transactions,
                  and an amount will be payable equal to (I) the sum of (a)
                  one-half of the difference between the Settlement Amount of
                  the party with the higher Settlement Amount ("X") and the
                  Settlement Amount of the party with the lower Settlement
                  Amount ("Y") and (b) the Termination Currency Equivalent of
                  the Unpaid Amounts owing to X less (II) the Termination
                  Currency Equivalent of the Unpaid Amounts owing to Y; and

                  (B) if Loss applies, each party will determine its Loss in
                  respect of this Agreement (or, if fewer than all the
                  Transactions are being terminated, in respect of all
                  Terminated Transactions) and an amount will be payable equal
                  to one-half of the difference between the Loss of the party
                  with the higher Loss ("X") and the Loss of the party with the
                  lower Loss ("Y").

            If the amount payable is a positive number, Y will pay it to X; if
            it is a negative number, X will pay the absolute value of that
            amount to Y.

      (iii) Adjustment for Bankruptcy. In circumstances where an Early
      Termination Date occurs because "Automatic Early Termination" applies in
      respect of a party, the amount determined under this Section 6(e) will be
      subject to such adjustments as are appropriate and permitted by law to
      reflect any payments or deliveries made by one party to the other under
      this Agreement (and retained by such other party) during the period from
      the relevant Early Termination Date to the date for payment determined
      under Section 6(d)(ii).

      (iv) Pre-Estimate. The parties agree that if Market Quotation applies an
      amount recoverable under this Section 6(e) is a reasonable pre-estimate of
      loss and not a penalty. Such amount is payable for the loss of bargain and
      the loss of protection against future risks and except as otherwise
      provided in this Agreement neither party will be entitled to recover any
      additional damages as a consequence of such losses.

7. Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that: --

(a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8. Contractual Currency

(a) Payment in the Contractual Currency. Each payment under this Agreement will
be made in the relevant currency specified in this Agreement for that payment
(the "Contractual Currency"). To the extent permitted by applicable law, any
obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered


                                       10
<PAGE>

into the Contractual Currency, of the full amount in the Contractual Currency of
all amounts payable in respect of this Agreement. If for any reason the amount
in the Contractual Currency so received falls short of the amount in the
Contractual Currency payable in respect of this Agreement, the party required to
make the payment will, to the extent permitted by applicable law, immediately
pay such additional amount in the Contractual Currency as may be necessary to
compensate for the shortfall. If for any reason the amount in the Contractual
Currency so received exceeds the amount in the Contractual Currency payable in
respect of this Agreement, the party receiving the payment will refund promptly
the amount of such excess.

(b) Judgments. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c) Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

9. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

      (i) This Agreement (and each amendment, modification and waiver in respect
      of it) may be executed and delivered in counterparts (including by
      facsimile transmission), each of which will be deemed an original.

      (ii) The parties intend that they are legally bound by the terms of each
      Transaction from the moment they agree to those terms (whether orally or
      otherwise). A Confirmation shall he entered into as soon as practicable
      and may he executed and delivered in counterparts (including by facsimile
      transmission) or be created by an exchange of telexes or by an exchange of
      electronic messages on an electronic messaging system, which in each case
      will be sufficient for all purposes to evidence a binding supplement to
      this Agreement. The parties will specify therein or through another
      effective means that any such counterpart, telex or electronic message
      constitutes a Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.


                                       11
<PAGE>

(g) Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10. Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11. Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document to
which the Defaulting Party is a party or by reason of the early termination of
any Transaction, including, but not limited to, costs of collection.

12. Notices

(a) Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

      (i) if in writing and delivered in person or by courier, on the date it is
      delivered;

      (ii) if sent by telex, on the date the recipient's answerback is received;

      (iii) if sent by facsimile transmission, on the date that transmission is
      received by a responsible employee of the recipient in legible form (it
      being agreed that the burden of proving receipt will be on the sender and
      will not be met by a transmission report generated by the sender's
      facsimile machine);

      (iv) if sent by certified or registered mail (airmail, if overseas) or the
      equivalent (return receipt requested), on the date that mail is delivered
      or its delivery is attempted; or

      (v) if sent by electronic messaging system, on the date that electronic
      message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b) Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13. Governing Law and Jurisdiction

(a) Governing Law. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b) Jurisdiction. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably:--

      (i) submits to the jurisdiction of the English courts, if this Agreement
      is expressed to be governed by English law, or to the non- exclusive
      jurisdiction of the courts of the State of New York and the United States
      District Court located in the Borough of Manhattan in New York City, if
      this Agreement is expressed to be governed by the laws of the State of New
      York; and


                                       12
<PAGE>

      (ii) waives any objection which it may have at any time to the laying of
      venue of any Proceedings brought in any such court, waives any claim that
      such Proceedings have been brought in an inconvenient forum and further
      waives the right to object, with respect to such Proceedings, that such
      court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or re-
enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c) Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any reason any party's
Process Agent is unable to act as such, such party will promptly notify the
other party and within 30 days appoint a substitute process agent acceptable to
the other party. The parties irrevocably consent to service of process given in
the manner provided for notices in Section 12. Nothing in this Agreement will
affect the right of either party to serve process in any other manner permitted
by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14. Definitions

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"Applicable Rate" means:--

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
Rate; and

(d) in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.


                                       13
<PAGE>

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have been required after that date. For this
purpose, Unpaid Amounts in respect of the Terminated Transaction or group of
Terminated Transactions are to be


                                       14
<PAGE>

excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included. The Replacement Transaction would be subject to such documentation
as such party and the Reference Market-maker may, in good faith, agree. The
party making the determination (or its agent) will request each Reference
Market-maker to provide its quotation to the extent reasonably practicable as of
the same day and time (without regard to different time zones) on or as soon as
reasonably practicable after the relevant Early Termination Date. The day and
time as of which those quotations are to be obtained will be selected in good
faith by the party obliged to make a determination under Section 6(e), and, if
each party is so obliged, after consultation with the other. If more than three
quotations are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the Market Quotation will
be the quotation remaining after disregarding the highest and lowest quotations.
For this purpose, if more than one quotation has the same highest value or
lowest value, then one of such quotations shall be disregarded. If fewer than
three quotations are provided, it will be deemed that the Market Quotation in
respect of such Terminated Transaction or group of Terminated Transactions
cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head or
home office.

"Potential Event of Default" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of: --

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to any
Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meanings specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross- currency rate
swap transaction, currency option or any other similar transaction (including
any option with


                                       15
<PAGE>

respect to any of these transactions), (b) any combination of these transactions
and (c) any other transaction identified as a Specified Transaction in this
Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a. m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market value of that which was (or would have been) required to be
delivered as of the originally scheduled date for delivery, in each case
together with (to the extent permitted under applicable law) interest, in the
currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to
(but excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. The fair market value of any obligation referred
to in clause (b) above shall be reasonably determined by the party obliged to
make the determination under Section 6(e) or, if each party is so obliged, it
shall be the average of the Termination Currency Equivalents of the fair market
values reasonably determined by both parties.


                                       16
<PAGE>

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

WACHOVIA BANK, NATIONAL ASSOCIATION                PHOENIX COLOR CORP.
         (Name of Party)                               (Name of Party)


By: /s/ Matthew Magidson                           By: /s/ Edward Lieberman
    ----------------------------------------           -------------------------
    Name:  Matt Magidson                               Edward Lieberman
    Title: Vice President, Fixed Income Division       Chief Financial Officer
    Date:  11/12/2003                                  Date:  11/10/2003


                                                   PCC EXPRESS, INC.

                                                   By: /s/ Edward Lieberman
                                                       -------------------------
                                                       Edward Lieberman
                                                       Chief Financial Officer
                                                       Date:  11/10/2003

                                                   TECHNIGRAPHIX, INC.

                                                   By: /s/ Edward Lieberman
                                                       -------------------------
                                                       Edward Lieberman
                                                       Chief Financial Officer
                                                       Date:  11/10/2003

                                                   PHOENIX (MD) REALTY, LLC

                                                   By: /s/ Edward Lieberman
                                                       -------------------------
                                                       Edward Lieberman
                                                       Chief Financial Officer
                                                       Date:  11/10/2003

                                                   PHOENIX COLOR
                                                   FULFILLMENT, INC.

                                                   By: /s/ Edward Lieberman
                                                       -------------------------
                                                       Edward Lieberman
                                                       Chief Financial Officer
                                                       Date:  11/10/2003


                                       17
<PAGE>

                                    SCHEDULE
                                     to the
                                MASTER AGREEMENT
                      dated as of October 27, 2003 between
                 WACHOVIA BANK, NATIONAL ASSOCIATION ("Party A")
  and PHOENIX COLOR CORP., PCC EXPRESS, INC., TECHNIGRAPHIX, INC., PHOENIX (MD)
                 REALTY, LLC and PHOENIX COLOR FULFILLMENT, INC.
                       (jointly and severally, "Party B")

Part 1. Termination Provisions

(a)   "Specified Entity" means each party's Affiliates for purposes of Section
      5(a)(v).

(b)   "Specified Transaction" has its meaning as defined in Section 14.

(c)   "Cross Default" applies to both parties. With respect to Party B, "Cross
      Default" is amended by inserting at the end of Section 5(a)(vi): "or (3)
      any Event of Default under any Financial Agreement (as defined in the
      Schedule)."

      "Specified Indebtedness" means any obligation (whether present, future,
      contingent or otherwise, as principal or surety or otherwise) in respect
      of borrowed money or relating to the payment or delivery of funds,
      securities or other property (including, without limitation, collateral),
      other than indebtedness in respect of any bank deposits received in the
      ordinary course of business by any foreign branch of a party the repayment
      of which is prevented, hindered or delayed by any governmental or
      regulatory action or law unrelated to the financial condition or solvency
      of such party or that foreign branch.

      "Threshold Amount" means, with respect to Party A, an amount (including
      its equivalent in another currency) equal to the higher of $10,000,000 or
      2% of its stockholders' equity as reflected on its most recent financial
      statements or call reports, and with respect to Party B, $250,000,
      provided that for any Specified Indebtedness payable by Party B (or any
      Credit Support Provider of Party B) to Party A or to any of Party A's
      Affiliates, Threshold Amount means any amount of such Specified
      Indebtedness.

(d)   "Credit Event Upon Merger" applies to both parties.

(e)   "Automatic Early Termination" does not apply to either party.

      (i) Notwithstanding the foregoing, if the bankruptcy or insolvency laws of
      the jurisdiction in which the Defaulting Party is organized or formed do
      not expressly permit the Non-defaulting Party to exercise its rights under
      Section 6(a) for an Event of Default under Section 5(a)(vii)(4) or (6)
      with respect to the Defaulting Party, then Automatic Early Termination
      shall apply to the Defaulting Party.

      (ii) In addition to the provisions of Section 6(e)(iii), if an Early
      Termination Date occurs under Section 6(a) as the result of Automatic
      Early Termination, and if the Non-defaulting Party determines that it
      either sustained or incurred a loss or damage or benefited from a gain in
      respect of any Transaction, as a result of any change in one or more
      rates, prices, yields, quotations, volatilities, spreads or other measures
      of economic value or risk relevant to that Transaction or to any related
      hedge of the Non-defaulting Party between that Early Termination Date and
      the date upon which the Non-defaulting Party first becomes aware of the
      occurrence of that Early Termination Date, then the Termination Currency
      Equivalent of the amount of such loss or damage shall be added to the
      amount due by the Defaulting Party or deducted from the amount due by the
      Non-defaulting Party, as the case may be (in both cases pursuant to
      Section 6(e)(i)(3)), or the Termination Currency Equivalent of the amount
      of such gain shall be deducted from the amount due by the Defaulting Party
      or added to the amount due by the Non-defaulting Party, as the case may be
      (in both cases pursuant to Section 6(e)(i)(3)).


<PAGE>

(f) Payments on Early Termination. Except as otherwise provided in this
Schedule, "Market Quotation" and the "Second Method" apply. In the case of any
Terminated Transaction that is, or is subject to, any unexercised option, the
words "economic equivalent of any payment or delivery" appearing in the
definition of "Market Quotation" shall be construed to take into account the
economic equivalent of the option.

(g) "Termination Currency" means U.S. Dollars.

(h) "Additional Termination Event" does not apply to either party.

(i) Events of Default. An Event of Default shall not occur with respect to a
party under Section 5(a)(v)(1) or (2) or Section 5(a)(vi) when the failure to
pay or deliver, or the default, event of default or other similar condition or
event, as the case may be, arises solely (i) out of a wire transfer problem or
an operational or administrative error or omission (so long as the required
funds or property required to make that payment or delivery were otherwise
available to that party), or (ii) from the general unavailability of the
relevant currency due to exchange controls or other similar governmental action,
but in either case only if the payment or delivery is made within three Local
Business Days after the problem has been corrected, the error or omission has
been discovered or the currency becomes generally available.

Part 2. Tax Representations

(a)   Payer Tax Representations. For the purpose of Section 3(e) of this
      Agreement, each party makes the following representation:

      It is not required by any applicable law, as modified by the practice of
      any relevant governmental revenue authority, of any Relevant Jurisdiction
      to make any deduction or withholding for or on account of any Tax from any
      payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this
      Agreement) to be made by it to the other party under this Agreement.

      In making this representation, a party may rely on (i) the accuracy of any
      representations made by the other party pursuant to Section 3(f) of this
      Agreement, (ii) the satisfaction of the agreement contained in Section
      4(a)(i) or 4(a)(iii) of this Agreement, and the accuracy and effectiveness
      of any document provided by the other party pursuant to Section 4(a)(i) or
      4(a)(iii) of this Agreement, and (iii) the satisfaction of the agreement
      of the other party contained in Section 4(d) of this Agreement, provided
      that it shall not be a breach of this representation where reliance is
      placed on clause (ii) above and the other party does not deliver a form or
      document under Section 4(a)(iii) by reason of material prejudice to its
      legal or commercial position.

(b)   Payee Tax Representations. For the purpose of Section 3(f) of this
      Agreement:

      (i) Party A makes the following representation(s):

            (A) It is a national banking association organized or formed under
            the laws of the United States and is a United States resident for
            United States federal income tax purposes.

            (B) Party A makes no other Payee Tax Representations.

      (ii) Party B makes the following representation(s):


<PAGE>

            (A) It is organized or formed under the laws of a state within the
            United States, and it is (or, if Party B is disregarded for United
            States federal income tax purposes, its beneficial owner is) a
            United States resident for United States federal income tax
            purposes.

            (B) Party B makes no other Payee Tax Representations.

Part 3. Documents

(a)   Tax Forms.

      (i) Delivery of Tax Forms. For the purpose of Section 4(a)(i), and without
      limiting Section 4(a)(iii), each party agrees to duly complete, execute
      and deliver to the other party the tax forms specified below with respect
      to it (A) before the first Payment Date under this Agreement, (B) promptly
      upon reasonable demand by the other party and (C) promptly upon learning
      that any such form previously provided by the party has become obsolete or
      incorrect.

      (ii) Tax Forms to be Delivered by Party A:

            None specified.

      (iii) Tax forms to be Delivered by Party B:

                  (A) If Party B is (or, if Party B is disregarded for United
                  States federal income tax purposes, its beneficial owner is)
                  treated as a corporation for United States federal income tax
                  purposes whose name includes "Incorporated", "Inc.",
                  "Corporation", "Corp.", "P.C.", "Insurance Company" "Indemnity
                  Company", "Reinsurance Company", or "Assurance Company":

                  None specified, unless any amount payable to Party B under
                  this Agreement is to be paid to an account outside the United
                  States, in which case the tax form to be delivered by Party B
                  shall be a correct, complete and duly executed U.S. Internal
                  Revenue Service Form W-9 (or successor thereto) that
                  eliminates U.S. federal backup withholding tax on payments to
                  Party B under this Agreement.

                  (B) In all other cases:

            A correct, complete and duly executed U.S. Internal Revenue Service
            Form W-9 (or successor thereto) that eliminates U.S. federal backup
            withholding tax on payments to Party B under this Agreement.

(b)   Delivery of Documents. When it delivers this Agreement, each party shall
      also deliver its Closing Documents to the other party in form and
      substance reasonably satisfactory to the other party. For each
      Transaction, a party shall deliver, promptly upon request, a duly executed
      incumbency certificate for the person(s) executing the Confirmation for
      that Transaction on behalf of that party.

      (i) For Party A, "Closing Documents" means (A) a copy, certified by the
      secretary or assistant secretary of Party A, of the resolutions of Party
      A's board of directors authorizing the execution, delivery and performance
      by Party A of this Agreement and authorizing Party A to enter into


<PAGE>

      Transactions hereunder and (B) a duly executed certificate of the
      secretary or assistant secretary of Party A certifying the name, true
      signature and authority of each person authorized to execute this
      Agreement and enter into Transactions for Party A.

      (ii) For each Party B that is a corporation, "Closing Documents" means an
      opinion of counsel covering Party B's Basic Representations under Section
      3(a) as they relate to this Agreement, or in lieu thereof, (A) a copy,
      certified by the secretary or assistant secretary of Party B, of the
      resolutions of Party B's board of directors authorizing the execution,
      delivery and performance by Party B of this Agreement and authorizing
      Party B to enter into Transactions hereunder and (B) a duly executed
      certificate of the secretary or assistant secretary of Party B certifying
      the name, true signature and authority of each person authorized to
      execute this Agreement and enter into Transactions for Party B; and

      (iii) For each Party B that is a limited liability company, "Closing
      Documents" means an opinion of counsel covering Party B's Basic
      Representations under Section 3(a) as they relate to this Agreement, or in
      lieu thereof, (A) a copy of Party B's organizational documents, including
      its operating agreement and any articles or certificate of registration or
      incorporation, and any amendments thereto, (B) a certified copy of the
      resolutions of Party B duly adopted by or on behalf of the members of
      Party B (and separate resolutions of the board of directors of each of
      Party B's members that is a corporate entity) authorizing the execution,
      delivery and performance by Party B of this Agreement and authorizing
      Party B to enter into Transactions hereunder, and (C) a duly executed
      incumbency certificate of Party B certifying the name, true signature and
      authority of each person authorized to execute this Agreement and enter
      into Transactions for Party B, together with, if this Agreement or any
      Transaction for Party B is being executed through any of Party B's members
      or its manager that is a corporate entity, an incumbency certificate of
      each such member or manager certifying the name, true signature and
      authority of each such person.

Part 4. Miscellaneous

(a)   Addresses for Notices. For purposes of Section 12(a) of this Agreement,
      all notices to a party shall, with respect to any particular Transaction,
      be sent to its address, telex number or facsimile number specified in the
      relevant Confirmation (or as specified below if not specified in the
      relevant Confirmation), provided that any notice under Section 5 or 6 of
      this Agreement, and any notice under this Agreement not related to a
      particular Transaction, shall be sent to a party at its address specified
      below.

      To Party A:

      WACHOVIA BANK, NATIONAL ASSOCIATION

      301 South College, DC-8
      Charlotte, NC 28202-0600

      Attention: Bruce M. Young
      Senior Vice President, Risk Management

      Fax: (704) 383-0575
      Phone: (704) 383-8778



<PAGE>

      To Party B:

      PHOENIX COLOR CORP., PCC EXPRESS, INC.,
      TECHNIGRAPHIX, INC., PHOENIX (MD)
      REALTY, LLC and PHOENIX COLOR FULFILLMENT, INC.
      540 Western Maryland Parkway
      Hagerstown, MD  21740

      Attention: Edward Lieberman

      Fax: 301-791-9560
      Phone: 301-733-0018

      With a copy to:

      Piper Rudnick LLP
      6225 Smith Ave.
      Baltimore, MD  21209

      Attn: Earl S. Wellschlager, Esq.

      Fax:  410-580-3780
      Phone:  410-580-4280

(b)   Process Agent. For the purpose of Section 13(c) of this Agreement, neither
      party appoints a Process Agent hereunder.

(c)   Offices. Section 10(a) applies.

(d)   Multibranch Party.

      (i) Party A is a Multibranch Party and may act through the following
      Offices: its Charlotte Head Office and its London Branch.

      (ii) Party B is not a Multibranch Party.

(e)   "Calculation Agent" means Party A; whenever Party A acts as Calculation
      Agent, it shall do so in a good faith and commercially reasonable manner.

(f)   "Credit Support Document" means each document which by its terms secures,
      guarantees or otherwise supports Party B's obligations hereunder from time
      to time, whether or not this Agreement, any Transaction, or any type of
      Transaction entered into hereunder is specifically referenced or described
      in any such document.

      "Credit Support Default" is amended by adding at the end of Section
      5(a)(iii)(1):

      ", any default, event of default or other similar condition or event
      (however described) exists under any Credit Support Document, any action
      is taken to realize upon any collateral provided to secure such party's
      obligations hereunder or under any Transaction, or the other party fails
      at any time to have a valid and perfected first priority security interest
      in any such collateral;"


<PAGE>

(g)   "Credit Support Provider" means each party to a Credit Support Document
      that provides or is obligated to provide security, a guaranty or other
      credit support for Party B's obligations hereunder.

(h)   Governing Law. This Agreement will be governed by and construed in
      accordance with the law (and not the law of conflicts) of the State of New
      York.

(i)   Waiver of Jury Trial. To the extent permitted by applicable law, each
      party irrevocably waives any and all right to trial by jury in any legal
      proceeding in connection with this Agreement, any Credit Support Document
      to which it is a party, or any Transaction.

(j)   Netting of Payments. If payments are due by each party on the same day
      under two or more Transactions, then Section 2(c)(ii) will not apply to
      those payments if a party gives notice to the relevant Office(s) of the
      other party on or before the second New York Business Day before that
      payment date stating that those payments will be netted or, if given by
      the Calculation Agent, stating the net amount due.

(k)   "Affiliate" has its meaning as defined in Section 14.

Part 5. Other Provisions

(a)   ISDA Publications.

      (i) 2000 ISDA Definitions. This Agreement and each Transaction are subject
      to the 2000 ISDA Definitions (including its Annex) published by the
      International Swaps and Derivatives Association, Inc. (together, the "2000
      ISDA Definitions") and will be governed by the provisions of the 2000 ISDA
      Definitions. The provisions of the 2000 ISDA Definitions are incorporated
      by reference in, and shall form part of, this Agreement and each
      Confirmation. Any reference to a "Swap Transaction" in the 2000 ISDA
      Definitions is deemed to be a reference to a "Transaction" for purposes of
      this Agreement or any Confirmation, and any reference to a "Transaction"
      in this Agreement or any Confirmation is deemed to be a reference to a
      "Swap Transaction" for purposes of the 2000 ISDA Definitions. The
      provisions of this Agreement (exclusive of the 2000 ISDA Definitions)
      shall prevail in the event of any conflict between such provisions and the
      2000 ISDA Definitions.

      (ii) EMU Protocol. The definitions and provisions of Annexes 1 through 5
      (inclusive) and Section 6 of the EMU Protocol published on May 6, 1998 by
      the International Swaps and Derivatives Association, Inc. are hereby
      incorporated by reference in, and shall form part of, this Agreement.
      References in those definitions and provisions to "ISDA Master Agreement"
      will be deemed references to this Agreement.

      (iii) ISDA Bridge Provisions. Each of the ISDA/BBAIRS Bridge and the
      ISDA/FRABBA Bridge published by the International Swaps and Derivatives
      Association, Inc. is hereby incorporated by reference.

(b)   Scope of Agreement. Any Specified Transaction now existing or hereafter
      entered into between the parties (whether or not evidenced by a
      Confirmation) shall constitute a "Transaction" under this Agreement and
      shall be subject to, governed by, and construed in accordance with the
      terms of this Agreement, unless the confirming document(s) for that
      Specified Transaction provide(s)


<PAGE>

      otherwise. For any such Specified Transaction not evidenced by a
      Confirmation, Section 2(a)(i) of this Agreement is amended to read as
      follows: "(i) Each party will make each payment or delivery to be made by
      it under each Transaction, as specified in each Confirmation (or otherwise
      in accordance with the terms of that Transaction if not evidenced by a
      Confirmation), subject to the other provisions of this Agreement."

(c)   Additional Representations. Section 3 is amended by adding the following
      Sections 3(g), (h), (i) and (j):

      "(g) Non-Reliance. For any Relevant Agreement: (i) it acts as principal
      and not as agent, (ii) it acknowledges that the other party acts only at
      arm's length and is not its agent, broker, advisor or fiduciary in any
      respect, and any agency, brokerage, advisory or fiduciary services that
      the other party (or any of its affiliates) may otherwise provide to the
      party (or to any of its affiliates) excludes the Relevant Agreement, (iii)
      it is relying solely upon its own evaluation of the Relevant Agreement
      (including the present and future results, consequences, risks, and
      benefits thereof, whether financial, accounting, tax, legal, or otherwise)
      and upon advice from its own professional advisors, (iv) it understands
      the Relevant Agreement and those risks, has determined they are
      appropriate for it, and willingly assumes those risks, and (v) it has not
      relied and will not be relying upon any evaluation or advice (including
      any recommendation, opinion, or representation) from the other party, its
      affiliates or the representatives or advisors of the other party or its
      affiliates (except representations expressly made in the Relevant
      Agreement or an opinion of counsel required thereunder).

      "Relevant Agreement" means this Agreement, each Transaction, each
      Confirmation, any Credit Support Document, and any agreement (including
      any amendment, modification, transfer or early termination) between the
      parties relating to any of the foregoing.

      (h) Eligibility. It is an "eligible contract participant" within the
      meaning of the Commodity Exchange Act (as amended by the Commodity Futures
      Modernization Act of 2000).

      (i) FDIC Requirements. If it is a bank subject to the requirements of 12
      U.S.C. ss. 1823(e), its execution, delivery and performance of this
      Agreement (including the Credit Support Annex and each Confirmation) have
      been approved by its board of directors or its loan committee, such
      approval is reflected in the minutes of said board of directors or loan
      committee, and this Agreement (including the Credit Support Annex and each
      Confirmation) will be maintained as one of its official records
      continuously from the time of its execution (or in the case of any
      Confirmation, continuously until such time as the relevant Transaction
      matures and the obligations therefor are satisfied in full).

      (j) ERISA. It is not (i) an employee benefit plan as defined in Section
      3(3) of the Employee Retirement Income Security Act of 1974, as amended
      ("ERISA"), or a plan as defined in Section 4975(e)(1) of the Internal
      Revenue Code of 1986, as amended (the "Code"), subject to Title I of ERISA
      or Section 4975 of the Code, or a plan as so defined but which is not
      subject to Title I of ERISA or Section 4975 of the Code but is subject to
      another law materially similar to Title I of ERISA or Section 4975 of the
      Code (each of which, an "ERISA Plan"), (ii) a person or entity acting on
      behalf of an ERISA Plan, or (iii) a person or entity the assets of which
      constitute assets of an ERISA Plan."


<PAGE>

(d)   Set-off. Any amount ("Early Termination Amount") payable to one party
      ("Payee") by the other party ("Payer") under Section 6(e), in
      circumstances where there is a Defaulting Party or one Affected Party in
      the case where a Termination Event under Section 5(b)(iv) has occurred,
      will, at the option of the party ("X") other than the Defaulting Party or
      the Affected Party (and without prior notice to the Defaulting Party or
      the Affected Party), be reduced by means of set off against any amount(s)
      ("Other Agreement Amount") payable (whether at such time or in the future
      or upon the occurrence of a contingency) by the Payee to the Payer or to
      any Affiliate of the Payer (irrespective of the currency, place of payment
      or booking office of the obligation) under any other agreement(s) between
      the Payee and the Payer (or between the Payee and any Affiliate of the
      Payer) or instrument(s) or undertaking(s) issued or executed by the Payee
      to, or in the favor of, the Payer or any Affiliate of the Payer (and the
      Other Agreement Amount will be discharged promptly and in all respects to
      the extent it is so set-off). X will give notice to the other party of any
      set-off effected under this paragraph.

      For this purpose, either the Early Termination Amount or the Other
      Agreement Amount (or the relevant portion of such amounts) may be
      converted by X into the currency in which the other is denominated at the
      rate of exchange at which such party would be able, acting in a reasonable
      manner and in good faith, to purchase the relevant amount of such
      currency. The term "rate of exchange" includes, without limitation, any
      premiums and costs of exchange payable in connection with the purchase of
      or conversion into the relevant currency.

      Nothing in this paragraph shall be effective to create a charge or other
      security interest. This paragraph shall be without prejudice and in
      addition to any right of set-off, combination of accounts, lien or other
      right to which any party is at any time otherwise entitled (whether by
      operation of law, contract or otherwise).

(e)   Escrow. If payments denominated in different currencies are due hereunder
      by both parties on the same day and a party has reasonable cause to
      believe that the other party will not meet its payment obligation, then as
      reasonable assurance of performance the party may notify the other party
      that payments on that date are to be made in escrow. In this case, deposit
      of the payment due earlier on that date shall be made by 2.00 p.m. (local
      time at the place for the earlier payment) on that date with any escrow
      agent selected by the party giving the notice from among major commercial
      banks independent of either party (and its affiliates), accompanied by
      irrevocable payment instructions (i) to release the deposited payment to
      the intended recipient upon receipt by the escrow agent of the required
      deposit of the corresponding payment from the other party on the same date
      accompanied by irrevocable payment instructions to the same effect or (ii)
      if the required deposit of the corresponding payment is not made on the
      same date, to return the payment deposited to the party that paid in
      escrow. The party that elects to have payments made in escrow shall pay
      the costs of the escrow arrangements and shall make arrangements to
      provide that the intended recipient of the amount due to be deposited
      first shall be entitled to interest on the deposited payment for each day
      in the period of its deposit at the rate offered by the escrow agent for
      that day for overnight deposits in the relevant currency in the office
      where it holds that deposited payment (at 11.00 a.m. local time on that
      day) if that payment is not released by 5.00 p.m. local time on the date
      it is deposited for any reason other than the intended recipient's failure
      to make the escrow deposit it is required to make hereunder in a timely
      fashion.

(f)   Change of Account or Office.


<PAGE>

      (i) Any account designated by a party pursuant to Section 2(b) shall be in
      the same legal and tax jurisdiction as the original account.

      (ii) As provided in Section 10(b) and 10(c) of this Agreement, if a party
      is specified as a Multibranch Party in the Schedule, then the Office
      through which it will make and receive payments or deliveries under a
      Transaction must be specified in the Confirmation for that Transaction,
      and that Office cannot be changed without the other party's prior written
      consent. If any Confirmation for a Transaction is sent or executed by a
      party without specifying its Office, it will be presumed that such party's
      Office for that Transaction is its head or home Office.

(g)   Recorded Conversations. Each party and any of its Affiliates may
      electronically record any of its telephone conversations with the other
      party or with any of the other party's Affiliates in connection with this
      Agreement or any Transaction, and any such recordings may be submitted in
      evidence in any proceeding to establish any matters pertinent to this
      Agreement or any Transaction.

(h)   Confirmation Procedures. Upon receipt thereof, Party B shall examine the
      terms of each Confirmation sent by Party A, and unless Party B objects to
      the terms within three New York business days after receipt of that
      Confirmation, those terms shall be deemed accepted and correct absent
      manifest error, in which case that Confirmation will be sufficient to form
      a binding supplement to this Agreement notwithstanding Section 9(e)(ii) of
      this Agreement.

(i)   Covenants of Financial Agreements.

      (i) Party B shall provide Party A at all times hereunder with the same
      covenant protection as Party A requires of Party B under Financial
      Agreements. Therefore, in addition to the Cross Default provisions of this
      Agreement, and notwithstanding the satisfaction of any obligation or
      promise to pay money to Party A under any Financial Agreement, or the
      termination or cancellation of any Financial Agreement, Party B hereby
      agrees to perform, comply with and observe for the benefit of Party A
      hereunder all affirmative and negative covenants contained in each
      Financial Agreement applicable to Party B (excluding any obligation or
      promise to pay money under any Financial Agreement) at any time Party B
      has any obligation (whether absolute or contingent) under this Agreement.

      (ii) For purposes hereof: (A) the affirmative and negative covenants of
      each Financial Agreement applicable to Party B (together with related
      definitions and ancillary provisions, but in any event excluding any
      obligation or promise to pay money under any Financial Agreement) are
      incorporated (and upon execution of any future Financial Agreement, shall
      automatically be incorporated) by reference herein (mutatis mutandis); (B)
      if other lenders or creditors are parties to any Financial Agreement, then
      references therein to the lenders or creditors shall be deemed references
      to Party A; and (C) for any such covenant applying only when any loan,
      other extension of credit, obligation or commitment under the Financial
      Agreement is outstanding, that covenant shall be deemed to apply hereunder
      at any time Party B has any obligation (whether absolute or contingent)
      under this Agreement.

      (iii) Notwithstanding the foregoing, if the incorporation of any provision
      by reference from any Financial Agreement would result in the violation by
      Party B of the terms of that Financial Agreement, or be in violation of
      any law, rule or regulation (as interpreted by any court of competent
      jurisdiction), then this Agreement shall not incorporate that provision.


<PAGE>

      "Financial Agreement" means each existing or future agreement or
      instrument relating to any loan or extension of credit from Party A to
      Party B (whether or not anyone else is a party thereto), as the same
      exists when executed and without regard to any termination or cancellation
      thereof or Party A ceasing to be a party thereto (whether as a result of
      repayment thereof or otherwise).

(j)   Joint Party. If more than one entity or natural person is executing this
      Agreement as Party B, then (i) the obligations of Party B under this
      Agreement and under each Transaction shall be the joint and several
      obligations of each such entity or natural person, (ii) any Event of
      Default or Potential Event of Default occurring with respect to any such
      entity or natural person shall be an Event of Default or Potential Event
      of Default, respectively, with respect to Party B, (iii) the death,
      release or discharge, in whole or in part, of any such entity or natural
      person, or the occurrence of any bankruptcy, liquidation, dissolution or
      any other event described in Section 5(a)(vii) with respect to any such
      entity or natural person, shall not discharge or affect the liabilities of
      any other such entity or natural person; (iv) unless the context otherwise
      requires, each reference in this Agreement or in any Confirmation to
      "party" shall, as applied to Party B, be construed as a joint and several
      reference to each such entity or natural person; and (v) any person or
      entity receiving notices given to Party B at the address shown above shall
      be deemed to receive such notices on behalf of each such entity or person.

Part 6. Additional Terms for FX Transactions and Currency Options

(a)   ISDA FX and Currency Option Definitions. The 1998 FX and Currency Option
      Definitions published by the International Swaps and Derivatives
      Association, Inc., the Emerging Markets Traders Association and The
      Foreign Exchange Committee (the "1998 FX and Currency Option Definitions")
      are hereby incorporated by reference in, and shall form part of, this
      Agreement and each Confirmation relating to any "Currency Option
      Transaction" or "FX Transaction" as defined in the FX and Currency Option
      Definitions, except as otherwise specifically provided herein or in the
      relevant Confirmation.

(b)   FX Transactions.

      Netting of FX Transactions. Section 2(c) shall not apply to FX
      Transactions. Instead, the following provision will apply to FX
      Transactions:

      If amounts in the same currency would be due by both parties in respect of
      the same Settlement Date (or other payment or delivery date) under two or
      more FX Transactions between the same pair of Offices of the parties
      (assuming satisfaction of each condition precedent), then the obligations
      of the parties for those amounts will be discharged automatically, and if
      one party's obligation in that currency would have been greater, replaced
      by an obligation of that party to pay or deliver the amount of that
      difference to the other party on that Settlement Date or date.

(c)   Currency Option Transactions.

      (i) Currency Option Transaction Premiums. If any Premium of a Currency
      Option Transaction is not received on the Premium Payment Date, then the
      Seller may elect to either (A) accept late payment of that Premium, or (B)
      give written notice of that nonpayment and, if that payment is not
      received within three Local Business Days of that notice, either (1) treat
      the related Currency Option Transaction as void, or (2) treat that
      non-payment as an Event of Default under Section 5(a)(i) of this
      Agreement. If the Seller elects to act under clause (A) or (B)(1) of the
      preceding sentence, then the Buyer shall pay on demand all out-of-pocket
      costs and actual


<PAGE>

      damages incurred by the Seller in connection with that unpaid or late
      Premium or void Currency Option Transaction, including, without
      limitation, interest on that Premium in the same currency as that Premium
      at the Default Rate and any other costs or expenses incurred by the Seller
      to compensate it for its loss of bargain, cost of funding or loss incurred
      as a result of terminating, liquidating, obtaining or re-establishing a
      delta hedge or other related trading position with respect to that
      Currency Option Transaction.

      (ii) Netting of Currency Option Transactions. Section 2(c) of this
      Agreement shall not apply to Currency Option Transactions. Instead, the
      following provisions will apply to Currency Option Transactions:

            (A) If Premiums in the same currency would be due by both parties in
            respect of the same Premium Payment Date under two or more Currency
            Option Transactions between the same pair of Offices of the parties
            (assuming satisfaction of each condition precedent), then the
            obligations of the parties for those Premiums will be discharged
            automatically, and if one party's obligation in that currency would
            have been greater, replaced by an obligation of that party to pay or
            deliver the amount of that difference to the other party.

            (B) If amounts in the same currency (other than Premiums) would be
            due by both parties in respect of the same Settlement Date (or other
            payment or delivery date) under two or more Currency Option
            Transactions between the same pair of Offices of the parties
            (assuming satisfaction of each condition precedent), then the
            obligations of the parties for those amounts will be discharged
            automatically, and if one party's obligation in that currency would
            have been greater, replaced by an obligation of that party to pay or
            deliver the amount of that difference to the other party on that
            Settlement Date or date.

            (C) For matching Currency Option Transactions, any unexercised Call
            or Put written by a party will automatically be terminated and
            discharged, in whole or in part, as applicable, against any
            unexercised Call or Put, respectively, written by the other party
            upon the payment in full of both Currency Option Transaction
            Premiums. Currency Option Transactions are "matching" only if both
            (i) are granted for the same Put Currency, Call Currency, Expiration
            Date, Expiration Time, and Strike Price, (ii) have the same exercise
            style (e.g., American, European or Asian), and (iii) are entered
            into by the same pair of Offices of the parties. For any partial
            termination and discharge (where the Currency Option Transactions
            are for different amounts of the Currency Pair), the remaining
            portion of the Currency Option Transaction shall continue to be a
            Currency Option Transaction under this Agreement.

(d)   Payments on Early Termination. For purposes of Section 6(e), if "Market
      Quotation" is specified in this Schedule as applying, it shall not apply
      in the case of FX Transactions and Currency Option Transactions, for which
      "Loss" shall apply instead.


<PAGE>

IN WITNESS WHEREOF, the parties have executed this Schedule by their duly
authorized signatories as of the date hereof.

                                WACHOVIA BANK, NATIONAL ASSOCIATION


                                By: /s/ Matthew Magidson
                                    --------------------------------------------
                                Name:  Matt Magidson
                                Title:  Vice President, Fixed Income Division


                                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