AMENDED AND RESTATED
                        LOAN AND SECURITY AGREEMENT
                               by and among
                           MULTIGRAPHICS, INC.,
                             formerly known as
                          AM INTERNATIONAL, INC.,
                         PUBLISHING SOLUTIONS INC.
                                    and
                       FOOTHILL CAPITAL CORPORATION
                      DATED AS OF FEBRUARY ___, 1998


                             TABLE OF CONTENTS

                                                                Page

   1. DEFINITIONS AND CONSTRUCTION.................................4
        1.1. Definitions...........................................4
        1.2. Accounting Terms.................................    17
        1.3. Code.................................................17
        1.4. Construction.........................................17
        1.5. Schedules and Exhibits...............................17
        1.6. Amendment and Restatement............................17

   2. LOAN AND TERMS OF PAYMENT.................................  18
        2.1. Revolving Advances.................................  18
        2.2. Letters of Credit.................................   19
        2.3. Intentionally Omitted................................22
        2.4. Intentionally Omitted................................22
        2.5. Overadvances.........................................22
        2.6. Interest and Letter of Credit Fees:  Rates,  Payments,
             and Calculations.....................................22
        2.7. Collection of Accounts...............................23
        2.8. Crediting Payments; Application of Collections.      24 
        2.9. Designated Account.................................  25 
        2.10.  Maintenance   of   Loan   Account;   Statements   of
             Obligations..........................................25
        2.11. Fees................................................25

   3. CONDITIONS; TERM OF AGREEMENT...............................26
        3.1. Conditions Precedent to the Initial Advance and Letter
             of Credit............................................26
        3.2. Conditions Precedent to  all Advances and all  Letters
             of Credit............................................27
        3.3. Intentionally Omitted................................27
        3.4. Term.................................................27
        3.5. Effect of Termination................................27
        3.6. Early Termination by Borrower........................28
        3.7. Termination Upon Event of Default....................28

   4. CREATION OF SECURITY INTEREST...............................28
        4.1. Grant of Security Interest...........................28
        4.2. Negotiable Collateral................................29
        4.3.  Collection  of  Accounts,  General  Intangibles,  and
             Negotiable Collateral................................29
        4.4. Delivery of Additional Documentation Required........29
        4.5. Power of Attorney.................................   29
        4.6. Right to Inspect.................................    30
   <PAGE>
   5. REPRESENTATIONS AND WARRANTIES..............................30

        5.1. No Encumbrances......................................30
        5.2. Eligible Accounts....................................30
        5.3. Eligible Inventory...................................30
        5.4. Equipment............................................30
        5.5. Location of Inventory and Equipment..................31
        5.6. Inventory Records....................................31
        5.7. Location of Chief Executive Office; FEIN.............31
        5.8. Due Organization and Qualification; Subsidiaries.....31
        5.9. Due Authorization; No Conflict.......................31
        5.10. Litigation..........................................32
        5.11. No Material Adverse Change..........................32
        5.12. Solvency............................................32
        5.13. Employee Benefits...................................32
        5.14. Environmental Condition.............................33
        5.15. Subsidiary Activities...............................33
        5.16. Patents and Trademarks..............................33

   6. AFFIRMATIVE COVENANTS.......................................33
        6.1. Accounting System....................................33
        6.2. Collateral Reporting.................................34
        6.3. Financial Statements, Reports, Certificates..........34
        6.4. Tax Returns..........................................36
        6.5. Guarantor Reports....................................36
        6.6. Returns..............................................36
        6.7. Intentionally Omitted................................36
        6.8. Maintenance of Equipment.............................36
        6.9. Taxes................................................36
        6.10. Insurance...........................................37
        6.11. No Setoffs or Counterclaims.........................38
        6.12. Location of Inventory and Equipment.................38
        6.13. Compliance with Laws................................38
        6.14. Employee Benefits...................................38
        6.15. Leases..............................................39
        6.16. Intentionally Omitted...............................39
        6.17. Change Name.........................................39

   7. NEGATIVE COVENANTS..........................................40
        7.1. Indebtedness.........................................40
        7.2. Liens................................................40
        7.3. Restrictions on Fundamental Changes..................40
        7.4. Disposal of Assets...................................40
        7.5. Change Corporate Structure...........................41
        7.6. Guarantee............................................41
        7.7. Nature of Business...................................41
        7.8. Prepayments and Amendments...........................41
        7.9. Change of Control....................................41
        7.10. Consignments........................................41
        7.11. Distributions.......................................41
        7.12. Accounting Methods..................................41
        7.13. Investments.........................................42
        7.14. Transactions with Affiliates........................42
        7.15. Suspension..........................................42
        7.16. Intentionally Omitted...............................42
        7.17. Use of Proceeds.....................................42
        7.18. Change in Location of Chief Executive Office........42
   <PAGE>      
   10. TAXES AND EXPENSES.........................................48

   11. WAIVERS; INDEMNIFICATION...................................48
        11.1. Demand; Protest; etc................................48
        11.2. Foothill's Liability for Collateral.................49
        11.3. Indemnification.....................................49

   12. NOTICES....................................................49

   13. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.................50

   14. DESTRUCTION OF BORROWER'S DOCUMENTS........................51

   15. GENERAL PROVISIONS.........................................51
        15.1. Effectiveness.......................................51
        15.2. Successors and Assigns..............................51
        15.3. Section Headings....................................51
        15.4. Interpretation......................................51
        15.5. Severability of Provisions..........................52
        15.6. Amendments in Writing...............................52
        15.7. Counterparts; Telefacsimile Execution...............52
        15.8. Revival and Reinstatement of Obligations............52
        15.9. Integration.........................................52
        15.10. Confidentiality....................................52
        15.11. Guaranty...........................................53
                          
                          SCHEDULES AND EXHIBITS

   Schedule E-1   Eligible Inventory Locations

   Schedule P-1   Permitted Liens

   Schedule 2.6   Business Plan

   Schedule 5.8   Subsidiaries

   Schedule 5.13  ERISA Benefit Plans

   Schedule 5.14  Environmental Matters

   Schedule 6.12  Location of Inventory and Equipment

   Schedule 7.1        Indebtedness

   Schedule 7.14       Transactions with Affiliates

   Schedule 7.17       Existing Letters of Credit

   Exhibit C-1    Form of Compliance Certificate

                           AMENDED AND RESTATED
                        LOAN AND SECURITY AGREEMENT

             THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
   "Agreement"), is  entered  into  as  of  February  ___,  1998,  among
   FOOTHILL CAPITAL CORPORATION, a California corporation  ("Foothill"),
   with a place  of business located  at 11111  Santa Monica  Boulevard,
   Suite 1500, Los Angeles, California 90025-3333, MULTIGRAPHICS,  INC.,
   formerly known  as AM  INTERNATIONAL,  INC., a  Delaware  corporation
   ("Multigraphics"), with  its chief  executive office  located at  431
   Lakeview  Court,  Mount  Prospect,  Illinois  60056  and   PUBLISHING
   SOLUTIONS INC., an Ohio corporation ("PSI"), with its chief executive
   office located at  80 Summit Street,  Suite 110, Akron,  Ohio   44308
   (Multigraphics and  PSI  are  each  individually  a  "Borrower",  and
   collectively "Borrowers"). The parties agree as follows:
   <PAGE>
   1.   DEFINITIONS AND CONSTRUCTION.

        1.1. Definitions.

             As used in this Agreement,  the following terms shall  have
   the following definitions:

             "Account Debtor" means any Person who is or who may  become
   obligated under, with respect to, or on account of, an Account.

             "Accounts" means, with respect to a Borrower, all currently
   existing and  hereafter arising  accounts, contract  rights, and  all
   other forms of obligations owing to such Borrower arising out of  the
   sale or lease of goods or the rendition of services by such Borrower,
   irrespective of whether earned by performance, and any and all credit
   insurance, guaranties, or security therefor.

             "Advances" has the meaning set forth in Section 2.1(a).

             "Affiliate" means,  as applied  to  any Person,  any  other
   Person who  directly or  indirectly controls,  is controlled  by,  is
   under common control with or is a director or officer of such Person.
   For purposes  of this  definition,  "control" means  the  possession,
   directly or  indirectly, of  the power  to vote  10% or  more of  the
   securities having ordinary voting power for the election of directors
   or the direct or indirect power to direct the management and policies
   of a Person.

             "Agreement" has  the  meaning  set forth  in  the  preamble
   hereto.

             "Authorized Person" means any officer or other employee  of
   a Borrower.

             "Average Unused Portion of Maximum Revolving Amount" means,
   as of any date  of determination, (a)  the Maximum Revolving  Amount,
   less (b) the sum  of (i) the average  Daily Balance of Advances  that
   were outstanding during  the immediately preceding  month, plus  (ii)
   the average Daily Balance of the undrawn Letters of Credit that  were
   outstanding during the immediately preceding month.

             "Bankruptcy Code" means the  United States Bankruptcy  Code
   (11 U.S.C. S 101 et seq.), as amended, and any successor statute.

             "Benefit Plan" means a  "defined benefit plan" (as  defined
   in Section 3(35) of ERISA) for which either Borrower, any Subsidiary
   of either Borrower, or any ERISA Affiliate has been an "employer" (as
   defined in Section 3(5) of ERISA) within the past six years.

             "Borrower" has the  meaning set  forth in  the preamble  to
   this Agreement.

             "Borrower's Books" means, with  respect to a Borrower,  all
   of such Borrower's  books and  records including:   ledgers;  records
   indicating, summarizing, or evidencing such Borrower's properties  or
   assets (including  the Collateral)  or liabilities;  all  information
   relating  to  such  Borrower's   business  operations  or   financial
   condition; and all computer programs, disk or tape files,  printouts,
   runs, or other computer prepared information.
   <PAGE>
             "Borrowing Base"  has  the  meaning set  forth  in  Section
   2.1(a). "Business Day"  means  any  day that  is  not  a  Saturday,
   Sunday, or  other  day on  which  national banks  are  authorized  or
   required to close.

             "Change of Control"  shall be  deemed to  have occurred  at
   such time  as  (i) a  "person"  or  "group" (within  the  meaning  of
   Sections 13(d) and 14(d)(2) of the Securities Exchange Act of  1934),
   other than any of Apollo Advisors, L.P.; Lion Advisors, L.P.; AIF II,
   L.P.; or any of  its Affiliates; BEA  Associates; State of  Wisconsin
   Investment Board; Fidelity Bankers  Life Insurance Company;  Hellmold
   Associates, Inc.; Trust Company  of the West;  and Bellgrave N.V.  or
   any  of  the  Affiliates  of  any  of  the  foregoing,  becomes   the
   "beneficial owner" (as  defined in  Rule 13d-3  under the  Securities
   Exchange Act of 1934),  directly or indirectly, of  more than 20%  of
   the total voting power  of all classes of  stock then outstanding  of
   Multigraphics entitled to vote in the  election of directors or  (ii)
   Multigraphics fails  to  own  100%  of  all  classes  of  stock  then
   outstanding of PSI.

             "Closing Date" means the date of this Agreement.

             "Code" means the California Uniform Commercial Code.

             "Collateral" means, with respect to a Borrower, each of the
   following:

             (a)  such Borrower's Accounts,

             (b)  such Borrower's Books,

             (c)  such Borrower's Equipment, other than such  Borrower's
   leased Equipment to  the extent that  the applicable lease  prohibits
   Liens on such property,

             (d)  such Borrower's General Intangibles,

             (e)  such Borrower's Inventory,

             (f)  such Borrower's Negotiable Collateral,

             (g)  such Borrower's Real Property Collateral,

             (h)  any money, or other assets  of such Borrower that  now
   or hereafter  come  into  the  possession,  custody,  or  control  of
   Foothill, and

             (i)  the  proceeds  and   products,  whether  tangible   or
   intangible, of any of the foregoing, including proceeds of  insurance
   covering any or all of the  Collateral of such Borrower, and any  and
   all  Accounts,  Borrower's  Books,  Equipment,  General  Intangibles,
   Inventory, Negotiable Collateral, money,  deposit accounts, or  other
   tangible or intangible  property resulting from  the sale,  exchange,
   collection, or  other disposition  of any  of the  foregoing, or  any
   portion thereof or interest therein, and the proceeds thereof.
   <PAGE>
             "Collateral Access  Agreement"  means  a  landlord  waiver,
   mortgagee waiver, bailee letter,  or acknowledgment agreement of  any
   warehouseman,  processor,  lessor,  consignee,  or  other  Person  in
   possession of, having a Lien upon,  or having rights or interests  in
   the Equipment  or Inventory,  in each  case,  in form  and  substance
   reasonably satisfactory to Foothill.

             "Collections" means all  cash, checks, notes,  instruments,
   and other items of  payment (including, insurance proceeds,  proceeds
   of cash sales, rental proceeds, and tax refunds).

             "Compliance Certificate" means a certificate  substantially
   in the form  of Exhibit  C-1 and  delivered by  the chief  accounting
   officer of Multigraphics to Foothill.

             "Consolidated Current  Assets" means,  as  of any  date  of
   determination,  the  aggregate  amount  of  all  current  assets   of
   Borrowers on  a consolidated  basis that  would, in  accordance  with
   GAAP, be classified on a balance sheet as current assets.

             "Consolidated Current Liabilities" means, as of any date of
   determination, the  aggregate amount  of all  current liabilities  of
   Borrowers on  a consolidated  basis that  would, in  accordance  with
   GAAP, be classified on a balance  sheet as current liabilities.   For
   purposes of  this definition,  all  Advances outstanding  under  this
   Agreement shall be deemed to be current liabilities without regard to
   whether they would be deemed to be so under GAAP.

             "Daily Balance" means the amount  of an Obligation owed  at
   the end of a given day.

             "deems itself insecure" means that the Person deems  itself
   insecure in accordance  with the provisions  of Section  1208 of  the
   Code.

             "Default" means an event, condition, or default that,  with
   the giving of notice, the passage of time, or both, would be an Event
   of Default.

             "Depository Account" has the  meaning set forth in  Section
   3.7.

             "Depository  Agreements"  means  those  certain  agreements
   establishing  the  Depository   Accounts,  in   form  and   substance
   satisfactory to Foothill, each of which  is among PSI, Foothill,  and
   one of the Depository Banks.

             "Depository Banks" means Bank One  N.A. and any other  bank
   from time to time party to a Depository Agreement.

             "Dilution" means, with respect to a Borrower, in each  case
   based upon  the experience  of the  immediately prior  3 months,  the
   result of dividing  the Dollar amount  of (a)  the debt  write-downs,
   discounts, advertising allowances,  returns, promotions, credits,  or
   other dilution with respect to the Accounts of such Borrower, by  (b)
   such Borrower's Collections (excluding extraordinary items) plus  the
   Dollar amount of clause (a).
   <PAGE>
             "Dilution Reserve" means, with respect to a Borrower, as of
   any date of determination, an amount sufficient to reduce  Foothill's
   advance rate  against  Eligible  Accounts of  such  Borrower  by  one
   percentage point for each  percentage point by  which Dilution is  in
   excess of 5%.

             "Dollars or $" means United States dollars.

             "Early Termination Premium"  has the meaning  set forth  in
   Section 3.6.

             "Eligible Accounts" means the Eligible Service Accounts and
   the Eligible Trade Accounts.

             "Eligible Inventory"  means Inventory  consisting of  first
   quality finished goods  held for  sale in  the ordinary  course of  a
   Borrower's business,  raw  materials  for  such  finished  goods  and
   demonstration units, that strictly  comply with each  and all of  the
   representations and  warranties  respecting Inventory  made  by  such  
   Borrower to Foothill in the Loan  Documents, and that are and at  all
   times continue to be  acceptable to Foothill in  all respects in  its
   reasonable  credit  judgment,  consistent  with  Foothill's  standard
   credit policies; provided, however, that standards of eligibility may
   be fixed and  revised from  time to  time by  Foothill in  Foothill's
   reasonable  credit  judgment,  consistent  with  Foothill's  standard
   credit policies.    In determining  the  amount to  be  so  included,
   Inventory of  a Borrower  shall be  valued at  the lower  of cost  or
   market on  a  basis  consistent  with  such  Borrower's  current  and
   historical accounting practices.  An item  of Inventory shall not  be
   included in Eligible Inventory of a Borrower if:

             (a)  it is  not  owned  solely by  such  Borrower  or  such
   Borrower does not have good, valid, and marketable title thereto;

             (b)  it is not located at one of the locations set forth on
   Schedule E-1 or another location of which Foothill has been  notified
   in accordance with Section 6.12;

             (c)  it is not located on property owned or leased by  such
   Borrower or  in a  contract warehouse,  in each  case, subject  to  a
   Collateral Access Agreement  executed by the  mortgagee, lessor,  the
   warehouseman,  or  other  third  party,  as  the  case  may  be,  and
   segregated or otherwise separately identifiable from goods of others,
   if any, stored on the premises;

             (d)  it is  not  subject to  a  valid and  perfected  first
   priority security  interest  in favor  of  Foothill, and,  if  it  is
   located outside of the State of Illinois, as evidenced by post-filing
   UCC searches;

             (e)  it consists  of goods  returned  or rejected  by  such
   Borrower's customers that  are not otherwise  in compliance with  the
   other provisions  of the  definition of  "Eligible Inventory"  or  it
   consists of goods in transit;
   <PAGE>
             (f)  it  is  slow-moving   (as  determined   on  a   manner
   consistent with such  Borrower's historical  practices), obsolete,  a
   restrictive or custom  item, work-in-process,  packaging or  shipping
   materials, trunk kit Inventory, Inventory held for return,  Inventory
   subject to a  Lien in favor  of any third  Person, Inventory  located
   with the vendor  thereof unless Foothill  has received  documentation
   satisfactory to Foothill with respect  thereto, bill and hold  goods,
   defective or  unsaleable  goods,  "seconds"  or  used  Inventory,  or
   Inventory acquired on consignment;

             (g)  it was purchased  from DS America  (doing business  as
   SCREEN) or  any of  its Affiliates,  Subsidiaries or  successors  and
   subject to a security interest in favor of such entity; and

             (h)  if it is located on property leased by such  Borrower,
   Foothill has not received a copy of the lease relating thereto.

             "Eligible Service Accounts"  means those  Accounts that  do
   not qualify as Eligible Trade Accounts solely because they arise  out
   of the rendition  of services  by a  Borrower pursuant  to a  service
   contract (other than a service  contract that provides for  invoicing
   on a time and materials basis), but such Accounts arise pursuant to a
   service contract  that  is currently  in  existence, under  which  no
   breach or default  exists, that is  not prepaid more  than a year  in
   advance, and, with  respect to annual  renewal billings, the  Account
   Debtor thereunder has executed a confirmation of renewal.

             "Eligible Trade Accounts" means those Accounts created by a
   Borrower in the ordinary course of  business, that arise out of  such
   Borrower's sale  of goods  or rendition  of services,  that  strictly 
   comply with  each  and  all of  the  representations  and  warranties
   respecting Accounts made  by such Borrower  to Foothill  in the  Loan
   Documents, and that are and at all times continue to be acceptable in
   all material respects to Foothill in its reasonable credit  judgment,
   consistent  with  Foothill's  standard  credit  policies;   provided,
   however, that standards of eligibility may be fixed and revised  from
   time to time  by Foothill in  Foothill's reasonable credit  judgment,
   consistent with Foothill's standard credit policies.  Eligible  Trade
   Accounts of a Borrower shall not include the following:

             (a)  Accounts of such Borrower that the Account Debtor  has
   failed to pay within 90 days of invoice date or Accounts with selling
   terms of more than 60 days;

             (b)  Accounts of such Borrower owed by an Account Debtor or
   its Affiliates where 50% or more of all Accounts owed by that Account
   Debtor (or its Affiliates) to  Borrowers are deemed ineligible  under
   clause (a) above;

             (c)  Accounts of such  Borrower with respect  to which  the
   Account Debtor is an employee or Affiliate of a Borrower;

             (d)  Accounts of such Borrower with respect to which  goods
   are placed on consignment, guaranteed sale,  sale or return, sale  on
   approval, bill  and hold,  or  other terms  by  reason of  which  the
   payment by the Account Debtor may be conditional;
   <PAGE>
             (e)  Accounts of  such Borrower  that  are not  payable  in
   Dollars or with  respect to which  the Account Debtor:  (i) does  not
   maintain its chief executive office in  the United States or  Canada,
   or (ii)  is not  organized under  the laws  of the  United States  or
   Canada or any State  or Province thereof,  respectively, or (iii)  is
   the government of any foreign country or sovereign state (other  than
   Canada), or of any state, province, municipality, or other  political
   subdivision  thereof,   or   of  any   department,   agency,   public
   corporation, or other instrumentality thereof, unless (y) the Account
   is  supported  by   an  irrevocable  letter   of  credit   reasonably
   satisfactory to  Foothill  (as  to form,  substance,  and  issuer  or
   domestic confirming bank) that has been delivered to Foothill and  is
   directly drawable  by Foothill,  or (z)  the  Account is  covered  by
   credit insurance in form  and amount, and  by an insurer,  reasonably
   satisfactory to Foothill;

             (f)  Accounts of such  Borrower with respect  to which  the
   Account Debtor is  either (i) the  United States  or any  department,
   agency, or instrumentality of the United States (exclusive,  however,
   of Accounts with respect to which such Borrower has complied, to  the
   reasonable satisfaction of  Foothill, with the  Assignment of  Claims
   Act, 31  U.S.C. S  3727), or  (ii)  any State  of the  United  States
   (exclusive, however, of Accounts (y) owed by any State that does  not
   have a statutory counterpart to the Assignment of Claims Act) or  (z)
   with respect to which such Borrower  has complied, to the  reasonable
   satisfaction of Foothill, with an applicable statutory counterpart to
   the Assignment of Claims Act);

             (g)  Accounts of such  Borrower with respect  to which  the
   Account Debtor is a creditor of such Borrower, has or has asserted  a
   right of setoff, has  disputed its liability, or  has made any  claim
   with respect  to the  Account, in  each  case to  the extent  of  the
   applicable offset,  dispute  or  claim;  Accounts  of  such  Borrower
   subject to a  contra to the  extent of such  contra; and Accounts  of
   such Borrower  subject  to  offset because  the  Account  Debtor  has
   prepaid all  or  any  portion of  its  obligations  under  a  service
   contract with such  Borrower (which payments  are classified by  such
   Borrower as "deferred revenues"), to the extent of such offset; 
   (h)  Accounts of such Borrower  with respect to an  Account Debtor 
   whose total obligations owing to  Borrowers exceed 10% of  all
   Eligible Accounts, to  the extent of  the obligations  owing by  such
   Account Debtor in excess of such percentage;

             (i)  Accounts with respect to  which the Account Debtor  is
   subject to any Insolvency Proceeding,  or becomes insolvent, or  goes
   out of business;

             (j)  Accounts the  collection  of which  Foothill,  in  its
   reasonable credit judgment, believes to be doubtful by reason of  the
   Account Debtor's financial condition;

             (k)  Accounts of such  Borrower with respect  to which  the
   goods giving rise to such Account have not been shipped and billed to
   the Account Debtor, the services giving rise to such Account have not
   been performed and  accepted by the  Account Debtor,  or the  Account
   otherwise does not represent a final sale;
   <PAGE>
             (l)  Accounts of such  Borrower with respect  to which  the
   Account Debtor is located in the  states of New Jersey, Minnesota  or
   West Virginia (or any other state that requires a creditor to file  a
   Business Activity Report or similar document  in order to bring  suit
   or otherwise enforce its remedies against such Account Debtor in  the
   courts or through any  judicial process of  such state), unless  such
   Borrower has qualified to do business in New Jersey, Minnesota,  West
   Virginia, or such  other states, or  has filed a  Notice of  Business
   Activities Report  with  the  applicable division  of  taxation,  the
   department  of  revenue,  or  with  such  other  state  offices,   as
   appropriate, for the then-current year, or is exempt from such filing
   requirement;

             (m)  Accounts of  such  Borrower  that  represent  progress
   payments or  other  advance  billings  that  are  due  prior  to  the
   completion of performance  by such Borrower  of the subject  contract
   for goods or services;

             (n)  Accounts of such Borrower payable to such Borrower  on
   a COD basis; and

             (o)  Accounts of  such  Borrower  that  arise  out  of  the
   rendition of services by such Borrower pursuant to a service contract
   (other than a service contract that provides for invoicing on a  time
   and materials basis), or the lease of goods by such Borrower.

             "Equipment" means, with respect to a Borrower, all of  such
   Borrower's present and hereafter  acquired machinery, machine  tools,
   motors,  equipment,   furniture,  furnishings,   fixtures,   vehicles
   (including motor vehicles and  trailers), tools, parts, goods  (other
   than consumer goods, farm products, or Inventory), wherever  located,
   including, (a) any interest of such Borrower in any of the foregoing,
   and  (b)  all  attachments,  accessories,  accessions,  replacements,
   substitutions, additions, and improvements to any of the foregoing.

             "ERISA" means the Employee  Retirement Income Security  Act
   of 1974, 29  U.S.C. SS 1000  et seq.,  amendments thereto,  successor
   statutes, and regulations or guidance promulgated thereunder.

             "ERISA Affiliate"  means  (a) any  corporation  subject  to
   ERISA whose employees are treated as employed by the same employer as
   the employees of either  Borrower under IRC  Section 414(b), (b)  any
   trade or business  subject to ERISA  whose employees  are treated  as
   employed by the  same employer as  the employees  of either  Borrower
   under IRC Section 414(c), (c) solely  for purposes of Section 302  of
   ERISA and Section 412 of the  IRC, any organization subject to  ERISA
   that is  a member  of an  affiliated service  group of  which  either 
   Borrower is a  member under  IRC Section  414(m), or  (d) solely  for
   purposes of Section  302 of  ERISA and Section  412 of  the IRC,  any
   party subject to ERISA that is a party to an arrangement with  either
   Borrower and whose  employees are  aggregated with  the employees  of
   either Borrower under IRC Section 414(o).
   <PAGE>
             "ERISA Event" means (a) a Reportable Event with respect to
   any Benefit Plan or Multiemployer Plan, (b) the withdrawal of either
   Borrower, any of its Subsidiaries or ERISA Affiliates from a  Benefit
   Plan during a plan year in which it was a "substantial employer"  (as
   defined in Section 4001(a)(2) of ERISA), (c) the providing of notice
   of intent to terminate a Benefit  Plan in a distress termination  (as
   described in Section 4041(c) of ERISA),  (d) the institution by  the
   PBGC of  proceedings to  terminate a  Benefit Plan  or  Multiemployer
   Plan, (e) any event  or condition  (i) that provides  a basis  under
   Section 4042(a)(1), (2), or (3) of ERISA  for the termination of,  or
   the appointment  of a  trustee to  administer,  any Benefit  Plan  or
   Multiemployer Plan,  or  (ii) that may  result  in termination  of  a
   Multiemployer  Plan  pursuant  to  Section 4041A  of  ERISA,  (f) the
   partial or complete  withdrawal within the  meaning of  Sections 4203
   and 4205 of  ERISA, of either  Borrower, any of  its Subsidiaries  or
   ERISA Affiliates  from a  Multiemployer Plan,  or (g)  providing  any
   security to any Plan  under Section 401(a)(29) of  the IRC by  either
   Borrower or its Subsidiaries or any of their ERISA Affiliates.

             "Event of Default" has the meaning set forth in Section 8.

             "FEIN" means Federal Employer Identification Number.

             "Foothill" has the  meaning set  forth in  the preamble  to
   this Agreement.

             "Foothill Account"  has the  meaning set  forth in  Section
   2.7.

             "Foothill  Expenses"  means   all:     costs  or   expenses
   (including taxes,  and insurance  premiums) required  to be  paid  by
   either Borrower under any of the  Loan Documents that are  reasonably
   paid or  incurred by  Foothill; fees  or charges  reasonably paid  or
   incurred by Foothill in connection with Foothill's transactions  with
   either  Borrower,  including  fees   or  charges  for   photocopying,
   notarization,  couriers  and  messengers,  telecommunication,  public
   record searches (including tax lien, litigation, and UCC searches and
   including  searches  with  the  patent  and  trademark  office,   the
   copyright office,  or  the  department of  motor  vehicles),  filing,
   recording,  publication,  appraisal   (including  periodic   Personal
   Property Collateral  or Real  Property Collateral  appraisals),  real
   estate surveys,  real estate  title policies  and endorsements,  and,
   after the  occurrence  and during  the  continuance of  an  Event  of
   Default, or if Foothill at any time  has a Lien on any Real  Property
   Collateral  of  either  Borrower,  environmental  audits;  costs  and
   expenses incurred by Foothill in the disbursement of funds to  either
   Borrower (by wire transfer or otherwise); charges paid or incurred by
   Foothill resulting from  the dishonor of  checks; costs and  expenses
   paid or incurred by  Foothill to correct any  default or enforce  any
   provision of  the  Loan  Documents,  or  in  gaining  possession  of,
   maintaining,  handling,  preserving,   storing,  shipping,   selling,
   preparing for  sale, or  advertising to  sell the  Personal  Property
   Collateral or the Real Property  Collateral, or any portion  thereof,
   irrespective of whether  a sale  is consummated;  costs and  expenses
   reasonably  paid  or  incurred   by  Foothill  in  examining   either
   Borrower's Books; costs  and expenses of  third party  claims or  any
   other suit reasonably paid  or incurred by  Foothill in enforcing  or
   defending the Loan Documents or  in connection with the  transactions
   <PAGE>
   contemplated by the  Loan Documents or  Foothill's relationship  with
   either Borrower or any guarantor; and Foothill's reasonable attorneys 
   fees  and  expenses  incurred  in  advising,  structuring,  drafting,
   reviewing, administering, amending, terminating, enforcing (including
   attorneys fees and expenses incurred in connection with a  "workout,"
   a "restructuring,"  or  an Insolvency  Proceeding  concerning  either
   Borrower  or  any  guarantor  of  the  Obligations),  defending,   or
   concerning the  Loan  Documents,  irrespective  of  whether  suit  is
   brought.

             "GAAP" means generally accepted accounting principles as in
   effect from time to time in  the United States, consistently  applied
   by Borrower.

             "General Intangibles" means,  with respect  to a  Borrower,
   all of such  Borrower's present  and future  general intangibles  and
   other personal property  (including contract  rights, rights  arising
   under common  law,  statutes, or  regulations,  choses or  things  in
   action, goodwill,  patents,  trade names,  trademarks,  servicemarks,
   copyrights, blueprints,  drawings, purchase  orders, customer  lists,
   monies due or recoverable from pension funds, route lists, rights  to
   payment and other rights under  any royalty or licensing  agreements,
   infringement claims,  computer  programs,  information  contained  on
   computer disks  or  tapes,  literature,  reports,  catalogs,  deposit
   accounts, insurance  premium rebates,  tax  refunds, and  tax  refund
   claims), other than goods, Accounts, and Negotiable Collateral.

             "Governing Documents" means the certificate or articles  of
   incorporation,  by-laws,   or  other   organizational  or   governing
   documents of any Person.

             "Hazardous Materials" means (a) substances that are defined
   or listed in,  or otherwise  classified pursuant  to, any  applicable
   laws or regulations as "hazardous substances," "hazardous materials,"
   "hazardous wastes,"  "toxic  substances," or  any  other  formulation
   intended to  define,  list,  or  classify  substances  by  reason  of
   deleterious properties such as ignitability, corrosivity, reactivity,
   carcinogenicity, reproductive toxicity,  or "EP  toxicity", (b)  oil,
   petroleum, or petroleum derived substances, natural gas, natural  gas
   liquids, synthetic gas, drilling  fluids, produced waters, and  other
   wastes associated with the exploration, development, or production of
   crude oil, natural  gas, or geothermal  resources, (c) any flammable
   substances or  explosives  or  any  radioactive  materials,  and  (d)
   asbestos in any form or electrical equipment that contains any oil or
   dielectric fluid containing  levels of  polychlorinated biphenyls  in
   excess of 50 parts per million.

             "Indebtedness" means: (a) all obligations of a Borrower for
   borrowed money, (b) all obligations of a Borrower evidenced by bonds,
   debentures, notes, or other similar instruments and all reimbursement
   or other obligations of a Borrower  in respect of letters of  credit,
   bankers  acceptances,  interest  rate   swaps,  or  other   financial
   products, (c) all obligations of a Borrower under capital leases, (d)
   all obligations or  liabilities of others  secured by a  Lien on  any
   property or  asset  of  a  Borrower,  irrespective  of  whether  such
   obligation or  liability is  assumed, and  (e)  any obligation  of  a
   <PAGE>
   Borrower guaranteeing or intended  to guarantee (whether  guaranteed,
   endorsed,  co-made,  discounted,  or  sold  with  recourse  to   such
   Borrower) any  indebtedness, lease,  dividend, letter  of credit,  or
   other obligation of any other Person.

             "Insolvency Proceeding" means  any proceeding commenced  by
   or against any Person under any  provision of the Bankruptcy Code  or
   under any other  bankruptcy or  insolvency law,  assignments for  the
   benefit  of   creditors,  or   proceedings  seeking   reorganization,
   arrangement, or other similar relief. "Inventory" means, with respect 
   to a Borrower, all  present and future  inventory  in  which  such  
   Borrower  has  any  interest,including goods held  for sale or  lease 
   or to  be furnished under  a contract of service and all of such 
   Borrower's present and future raw materials, work in process, finished 
   goods, and packing and  shipping materials, wherever located.

             "Inventory Letter  of  Credit"  means, with  respect  to  a
   Borrower, a  documentary  Letter  of Credit  issued  to  support  the
   purchase by  such Borrower  of Inventory  prior  to transit  of  such
   Inventory to a location set forth on Schedule E-1 or another location
   of which Foothill has been notified pursuant to Section 6.12 and with
   respect  to  which  Foothill  has  filed  all  financing  statements,
   amendments to  financing statements  and fixture  filings  reasonably
   required by Foothill,  that provides that  all draws thereunder  must
   require  presentation  of  customary  documentation  (including,   if
   applicable, commercial invoices, packing list, certificate of origin,
   bill of lading  or airway  bill, customs  clearance documents,  quota
   statement, inspection certificate, beneficiaries statement, and  bill
   of exchange, bills of lading, dock warrants, dock receipts, warehouse
   receipts,  or  other  documents  of  title)  in  form  and  substance
   satisfactory to Foothill and reflecting the passage to such  Borrower
   of title to  first quality  Inventory conforming  to such  Borrower's
   contract with the seller  thereof.  Any such  Letter of Credit  shall
   cease to be an "Inventory Letter of Credit" at such time, if any,  as
   the goods purchased thereunder become Eligible Inventory.

             "Inventory Reserves" means  reserves (determined from  time
   to time  by  Foothill  in its  reasonable  discretion)  for  (a)  the
   estimated costs relating  to unpaid freight  charges, warehousing  or
   storage charges,  taxes,  duties,  and  other  similar  unpaid  costs
   associated with the acquisition of  Inventory by a Borrower  pursuant
   to an Inventory Letter  of Credit, plus  (b) the estimated amount  of
   outstanding reclamation claims of unpaid sellers of Inventory sold to
   such Borrower.

             "IRC" means the Internal Revenue Code of 1986, as  amended,
   and the regulations thereunder.

             "L/C" has the meaning set forth in Section 2.2(a).

             "L/C Guaranty" has the meaning set forth in Section 2.2(a).

             "Letter of Credit" means an L/C or an L/C Guaranty, as  the
   context requires.
   <PAGE>
             "Lien"  means  any   interest  in   property  securing   an
   obligation owed to, or a claim by, any Person other than the owner of
   the property, whether such interest shall be based on the common law,
   statute, or  contract, whether  such interest  shall be  recorded  or
   perfected, and whether  such interest  shall be  contingent upon  the
   occurrence of some future  event or events or  the existence of  some
   future circumstance or circumstances, including the lien or  security
   interest arising from a mortgage, deed of trust, encumbrance, pledge,
   hypothecation, assignment, deposit  arrangement, security  agreement,
   adverse claim or charge, conditional sale or trust receipt, or from a
   lease, consignment,  or  bailment  for  security  purposes  and  also
   including reservations, exceptions, encroachments, easements, rights-
   of-way, covenants, conditions, restrictions, leases, and other  title
   exceptions and encumbrances affecting Real Property.

             "Loan Account" has the meaning set forth in Section 2.10.

             "Loan Documents"  means  this  Agreement,  the  Letters  of
   Credit,  the  Lockbox  Agreements,  the  Depository  Agreements,  the
   Mortgages, any note or notes executed by either Borrower and  payable 
   to Foothill, and  any other  agreement entered  into, now  or in  the
   future, in connection with this Agreement.

             "Lockbox  Account"   shall   mean  a   depository   account
   established pursuant to one of the Lockbox Agreements.

             "Lockbox  Agreements"   means  those   certain   agreements
   establishing the  Lockboxes, in  form and  substance satisfactory  to
   Foothill, each of which is among Multigraphics, Foothill, and one  of
   the Lockbox Banks.

             "Lockbox Banks"  means  LaSalle National  Bank,  PNC  Bank,
   N.A., Bankers Trust  Company and  any other  bank from  time to  time
   party to a Lockbox Agreement.

             "Lockboxes" has the meaning set forth in Section 2.7.

             "Material Adverse  Change"  means (a)  a  material  adverse
   change in the business, prospects, operations, results of operations,
   assets,  liabilities  or  condition   (financial  or  otherwise)   of
   Borrowers on a consolidated basis, (b) the material impairment of the
   ability of  Borrowers to  perform their  obligations under  the  Loan
   Documents to  which  either or  both  Borrowers  are a  party  or  of
   Foothill to enforce the Obligations  or realize upon the  Collateral,
   (c) a material adverse effect on  the value of the Collateral or  the
   amount that  Foothill  would  be  likely  to  receive  (after  giving
   consideration to delays in payment and  costs of enforcement) in  the
   liquidation of such Collateral, or (d)  a material impairment of  the
   priority of Foothill's Liens with respect to the Collateral.

             "Maximum Revolving Amount" means $10,000,000.

             "Mortgages" means one or more mortgages, deeds of trust, or
   deeds to secure  debt, executed by  a Borrower in  favor of  Foothill
   after the date  hereof, the format  and substance of  which shall  be
   satisfactory to Foothill, that encumber the Real Property  Collateral
   and the related improvements thereto.
   <PAGE>
             "Multiemployer Plan" means, with  respect to a Borrower,  a
   "multiemployer plan" (as defined in  Section 4001(a)(3) of ERISA)  to
   which such Borrower, any of its Subsidiaries, or any ERISA  Affiliate
   has contributed, or was obligated to contribute, within the past  six
   years.

             "Multigraphics Designated  Account" means,  account  number
   00193498 of Multigraphics  maintained with Multigraphics'  Designated
   Account Bank, or such other deposit account of Multigraphics (located
   within the United States) which has  been designated, in writing  and
   from time to time, by Multigraphics to Foothill.

             "Multigraphics Designated Account Bank" means Bankers Trust
   Company, whose  office is  located at  One Bankers  Trust Plaza,  New
   York, New York 10006, and whose ABA number is 021001033.

             "Negotiable Collateral" means, with respect to a  Borrower,
   all of such Borrower's present and  future letters of credit,  notes,
   drafts,  instruments,  investment  property,  security  entitlements,
   securities (including the  shares of  stock of  Subsidiaries of  such
   Borrower), documents, personal property leases (wherein such Borrower
   is the lessor), chattel paper, and such Borrower's Books relating  to
   any of the foregoing.

             "Net  Worth"  means,  as  of  any  date  of  determination,
   Borrower's consolidated total shareholders'  equity as determined  in
   accordance with GAAP. "Obligations" means all loans, Advances, debts,  
   principal, interest (including any interest that, but for the provisions 
   of the Bankruptcy Code, would  have  accrued), contingent reimbursement
   obligations under any outstanding Letters of Credit, premiums
   (including Early Termination Premiums), liabilities (including  all
   amounts charged  to  a  Borrower's  Loan  Account  pursuant  hereto),
   obligations, fees, charges,  costs, or  Foothill Expenses  (including
   any fees or expenses that, but  for the provisions of the  Bankruptcy
   Code, would have accrued), lease payments, guaranties, covenants, and
   duties owing by each Borrower to Foothill of any kind and description
   (whether pursuant to or evidenced by  the Loan Documents or  pursuant
   to any  other  agreement  between Foothill  and  such  Borrower,  and
   irrespective of whether for the payment of money), whether direct  or
   indirect, absolute or contingent, due or to become due, now  existing
   or  hereafter  arising,  and   including  any  debt,  liability,   or
   obligation owing from each Borrower to others that Foothill may  have
   obtained by  assignment  or  otherwise,  and  further  including  all
   interest not  paid  when due  and  all Foothill  Expenses  that  each
   Borrower is required to  pay or reimburse by  the Loan Documents,  by
   law, or otherwise.

             "Other Borrower's Obligations" means, with respect to  each
   Borrower,  as  of   any  date  of   determination,  the   outstanding
   Obligations of the other Borrower as of such date.

             "Overadvance" has the meaning set forth in Section 2.5.

             "PBGC" means the  Pension Benefit  Guaranty Corporation  as
   defined in Title IV of ERISA, or any successor thereto.
   <PAGE>
             "Permitted Investment" means:

             (a)  investments in  short-term obligations  backed by  the
   full faith and credit of the United States Government;

             (b)  investments in certificates of deposit, time deposits,
   money market  funds  or  bankers  acceptances  issued  by  any  prime
   commercial  bank  or  investment  bank  (which  commercial  bank   or
   investment  bank  shall  have  capital   and  surplus  of  at   least
   $500,000,000 in the  aggregate at all  times, and a  short term  debt
   rating of at  least A-1  from Standard  & Poor's  Corporation and  at
   least P-1 from Moody's Investors Services, Inc. at all times), with a
   remaining maturity not in excess of one year, payable to the order of
   either Borrower or  to bearer, and  repurchase agreements secured  by
   investments of the type described in clause (a) above and this clause
   (b); and

             (c)  investments in commercial paper having a rating of  at
   least A-1 from Standard  & Poor's Corporation and  at least P-1  from
   Moody's Investors Services, Inc. at all times.

             "Permitted  Liens"  means  (a)  Liens  held  by   Foothill,
   (b) Liens for  unpaid  taxes that  either  (i) are not  yet  due  and
   payable or (ii) are the subject of Permitted Protests, (c) Liens set
   forth on Schedule P-1 or securing  capital leases and purchase  money
   financing set forth  on Schedule 7.1,  (d) the  interests of  lessors
   under operating leases and purchase money Liens of lessors or lenders
   under capital leases  or installment purchase  contracts relating  to
   Equipment to  the  extent  that  the  acquisition  or  lease  of  the
   underlying asset is permitted under Section  7.21 and so long as  the
   Lien only  attaches  to the  asset  purchased or  acquired  and  only
   secures the purchase  price of, or  lease cost with  respect to,  the
   asset, interest  with  respect  thereto  and  all  related  fees  and
   charges,  (e)  Liens  arising  by  operation  of  law  in  favor   of
   warehousemen, landlords, carriers, mechanics, materialmen,  laborers,
   or suppliers,  incurred  in the  ordinary  course of  business  of  a   
   Borrower and not in connection with the borrowing of money, and which
   Liens either (i) are for sums  not yet due  and payable, or  (ii) are
   the subject of  Permitted Protests, (f)  Liens arising from  deposits
   made in  connection with  obtaining  worker's compensation  or  other
   unemployment insurance, (g) Liens  or deposits to secure  performance
   of bids,  tenders, or  leases (to  the  extent permitted  under  this
   Agreement), incurred in the ordinary course of business of a Borrower
   and not in connection with the borrowing of money, (h) Liens  arising
   by reason of  security for  surety or  appeal bonds  in the  ordinary
   course of business of a Borrower, (i) Liens of or resulting from  any
   judgment or award that would not cause a Material Adverse Change  and
   as to which  the time  for the appeal  or petition  for rehearing  of
   which has not yet expired,  or in respect of  which a Borrower is  in
   good faith prosecuting an appeal or  proceeding for a review, and  in
   respect  of  which  a  stay  of  execution  pending  such  appeal  or
   proceeding for review has been secured, (j) Liens with respect to the
   Real Property Collateral that are  exceptions to the commitments  for
   title insurance issued in connection with the Mortgages, as  accepted
   by Foothill and  (k) with respect  to any Real  Property that is  not
   part of  the  Real Property  Collateral,  easements, rights  of  way,
   <PAGE>
   zoning  and   similar  covenants   and  restrictions,   and   similar
   encumbrances that customarily exist on properties of Persons  engaged
   in similar activities and similarly situated and that in any event do
   not materially interfere with or impair  the use or operation of  the
   Collateral by a Borrower or the  value of Foothill's Lien thereon  or
   therein, or materially  interfere with  the ordinary  conduct of  the
   business of a Borrower.

             "Permitted Protest"  means  the  right  of  a  Borrower  to
   protest  any  Lien  (other  than  any  such  Lien  that  secures  the
   Obligations), tax  (other than  payroll  taxes), or  rental  payment,
   provided that  (a) a reserve  with  respect  to such  obligation  is
   established on  the books  of  such Borrower  in  an amount  that  is
   reasonably  satisfactory  to  Foothill,   (b) any  such  protest   is
   instituted and diligently prosecuted by such Borrower in good  faith,
   and (c) Foothill is  satisfied  that,  while  any  such  protest  is
   pending, there will be no impairment of the enforceability, validity,
   or priority  (except  in a  case  where Foothill  has  established  a
   reserve in respect of such Lien) of  any of the Liens of Foothill  in
   and to the Collateral.

             "Person" means and includes natural persons,  corporations,
   limited   liability   companies,   limited   partnerships,    general
   partnerships, limited liability partnerships, joint ventures, trusts,
   land trusts, business trusts, or other organizations, irrespective of
   whether they are  legal entities,  and governments  and agencies  and
   political subdivisions thereof.

             "Personal Property Collateral"  means all Collateral  other
   than the Real Property Collateral.

             "Plan"  means  any  employee  benefit  plan,  program,   or
   arrangement maintained or contributed to  by either Borrower or  with
   respect to which it may incur liability.

             "PSI Designated Account" means account number 100144646  of
   PSI maintained  with PSI's  Designated Account  Bank, or  such  other
   deposit account of PSI (located within  the United States) which  has
   been designated,  in  writing  and  from time  to  time,  by  PSI  to
   Foothill.

             "PSI Designated Account Bank"  means Bank One whose  office
   is located at 50 South Main Street, Akron, Ohio  44309, and whose ABA
   number is 044000037. "Real Property"  means, with  respect  to a  
   Borrower,  any estates or interests in real property now owned or 
   hereafter acquired by such Borrower.

             "Real  Property   Collateral"  means   any  Real   Property
   hereafter acquired by a Borrower (other  than Real Property in  which
   such Borrower has a leasehold interest).

             "Reference Rate" means the  variable rate of interest,  per
   annum, most recently  announced by Norwest  Bank Minnesota,  National
   Association,  or  any   successor  thereto,  as   its  "base   rate,"
   irrespective  of  whether  such  announced  rate  is  the  best  rate
   available from such financial institution.
   <PAGE>
             "Reportable Event"  means any  of the  events described  in
   Section 4043(c) of ERISA or the  regulations thereunder other than  a
   Reportable Event as to which the  provision of 30 days notice to  the
   PBGC is waived under applicable regulations.

             "Retiree Health Plan"  means an  "employee welfare  benefit
   plan" within  the  meaning of  Section 3(1) of  ERISA  that provides
   benefits to individuals after termination of their employment,  other
   than as required by Section 601 of ERISA.

             "Solvent" means, with respect to any Person on a particular
   date, that on such date (a) at fair valuations, all of the properties
   and assets of  such Person  are greater than  the sum  of the  debts,
   including contingent  liabilities, of  such Person,  (b) the present
   fair salable value of the properties and assets of such Person is not
   less than  the amount  that  will be  required  to pay  the  probable
   liability of such  Person on its  debts as they  become absolute  and
   matured, (c) such Person is able to realize  upon its properties and
   assets  and  pay   its  debts  and   other  liabilities,   contingent
   obligations and other commitments as they mature in the normal course
   of business, (d) such Person does not intend to, and does not believe
   that it will, incur debts beyond such Person's ability to pay as such
   debts mature, and  (e) such Person is  not engaged in  business or  a
   transaction, and is not about to engage in business or a transaction,
   for which  such  Person's  properties  and  assets  would  constitute
   unreasonably small  capital after  giving  due consideration  to  the
   prevailing practices in the industry in which such Person is engaged.
   In computing the amount of contingent liabilities at any time, it  is
   intended that such liabilities will be  computed at the amount  that,
   in light of all  the facts and circumstances  existing at such  time,
   represents the amount that  reasonably can be  expected to become  an
   actual or matured liability.

             "Subsidiary" of a Person means a corporation,  partnership,
   limited liability  company,  or other  entity  in which  that  Person
   directly or indirectly owns or controls the shares of stock or  other
   ownership interests having ordinary voting power to elect a  majority
   of the board of directors (or  appoint other comparable managers)  of
   such corporation, partnership,  limited liability  company, or  other
   entity.

             "Termination Date"  has the  meaning set  forth in  Section
   3.4.

             "Voidable Transfer" has  the meaning set  forth in  Section
   15.8.

             "Working Capital" means, as  of any date of  determination,
   Consolidated Current Assets minus Consolidated Current Liabilities.
   
        1.2. Accounting Terms.

             All accounting terms not specifically defined herein  shall
   be construed in  accordance with GAAP.   When used  herein, the  term
   "financial statements" shall include the notes and schedules thereto.
   Whenever the  term  "Borrower" is  used  in respect  of  a  financial
   covenant or  a related  definition, it  shall be  understood to  mean
   Borrowers on a consolidated basis unless the context clearly requires
   otherwise.
   <PABE>
        1.3. Code.

             Any terms used in  this Agreement that  are defined in  the
   Code shall be construed and defined  as set forth in the Code  unless
   otherwise defined herein.

        1.4. Construction.

             Unless the  context  of  this  Agreement  clearly  requires
   otherwise, references to the plural include the singular,  references
   to the  singular include  the plural,  the  term "including"  is  not
   limiting, and the  term "or" has,  except where otherwise  indicated,
   the inclusive meaning represented by the phrase "and/or."  The  words
   "hereof," "herein," "hereby," "hereunder," and similar terms in  this
   Agreement refer to this  Agreement as a whole  and not to any
   particular provision of this  Agreement.  An Event of Default shall
   "continue" or be "continuing"  until such Event  of Default has  been
   waived in writing  by  Foothill.  Section,  subsection,   clause,
   schedule, and  exhibit references  are  to  this  Agreement  unless
   otherwise specified.  Any reference in this Agreement or in the  Loan
   Documents to this Agreement or  any  of the  Loan  Documents  shall
   include all alterations, amendments, changes, extensions,
   modifications, renewals, replacements, substitutions, and
   supplements, thereto and thereof, as applicable.

        1.5. Schedules and Exhibits.

             All  of  the  schedules  and  exhibits  attached  to   this
   Agreement shall be deemed incorporated herein by reference.

        1.6. Amendment and Restatement.

             This Agreement  amends and  restates in  its entirety  that
   certain (i) Loan  and Security  Agreement dated  as of  May 30,  1997
   between Multigraphics and Foothill  and that certain First  Amendment
   to Loan and Security Agreement ("First Amendment") dated December 31,
   1997  between  Multigraphics   and  Foothill;   provided,  that   the
   obligation to repay the loans  and other credit accommodations  owing
   under such Loan and  Security Agreement and  First Amendment and  the
   liens and the  security interests securing  payment thereof shall  be
   continuing, but shall now be governed by the terms of this  Agreement
   and the other  Loan Documents, (ii)  Security Agreement  dated as  of
   December 18, 1997 between PSI and  Foothill and (iii) Guaranty  dated
   as of  December  18, 1997  executed  by  PSI in  favor  of  Foothill;
   provided, that  the obligations  owing under  such Guaranty  and  the
   liens and the  security interests securing  payment thereof shall  be
   continuing, but shall now be governed by the terms of this  Agreement
   and the other Loan Documents

   2.   LOAN AND TERMS OF PAYMENT.

        2.1. Revolving Advances.
 <PAGE>
             (a)  Subject to the terms and conditions of this Agreement,
   Foothill agrees to make advances ("Advances") to each Borrower in  an
   amount outstanding not to exceed in the aggregate at any one time the
   lesser of  (i)  the Maximum  Revolving  Amount less  the  outstanding
   balance of all undrawn or unreimbursed  Letters of Credit issued  for
   the account of such Borrower  less the Other Borrower's  Obligations,
   or (ii) such Borrower's Borrowing Base less (A) the aggregate  amount
   of  all  undrawn  or  unreimbursed  Letters  of  Credit  (other  than
   Inventory Letters of Credit) issued for the account of such Borrower,
   less (B) 50% of the aggregate  amount of all undrawn or  unreimbursed
   Inventory Letters of Credit issued for  the account of such  Borrower
   in connection with the  purchase of finished  goods or supplies  less
   (C) 70%  of  the aggregate  amount  of all  undrawn  or  unreimbursed
   Inventory Letters of Credit issued for  the account of such  Borrower
   in connection  with  the  purchase  of parts  less  (D)  70%  of  the
   aggregate amount of all undrawn or unreimbursed Inventory Letters  of
   Credit issued for the account of such Borrower in connection with the
   purchase of demonstration units less (E) the aggregate amount of  the
   Inventory Reserves relating to such Borrower.   For purposes of  this
   Agreement, "Borrowing Base", as of  any date of determination,  shall
   mean, with respect to Multigraphics, the result of:

                  (x)  the lesser of (i) the sum  of (A) up to  85%
             of Eligible Trade Accounts of Multigraphics, less  the
             amount, if any,  of the Dilution  Reserve relating  to
             Multigraphics, plus (B) up to 50% of Eligible  Service
             Accounts of Multigraphics, and (ii) an amount equal to
             Multigraphics' Collections  with respect  to  Accounts
             for the immediately preceding 90 day period, plus

                  (y)  the  least  of   (i)  $5,000,000  less   the
             outstanding Advances  to  PSI  against  the  value  of
             Eligible Inventory of PSI, (ii) the  sum of (A) up  to
             50%  of   the   value   of   Eligible   Inventory   of
             Multigraphics  consisting   of  finished   goods   and
             supplies, (B)  up  to 30%  of  the value  of  Eligible
             Inventory of Multigraphics consisting of parts and (C)
             the lesser of (I) up to  30% of the value of  Eligible
             Inventory of Multigraphics consisting of demonstration
             units and  (II) $500,000  less  30% of  the  aggregate
             amount  of  all  undrawn  or  unreimbursed   Inventory
             Letters  of   Credit  issued   for  the   account   of
             Multigraphics  in  connection  with  the  purchase  of
             demonstration units less  the outstanding Advances  to
             PSI against  the value  of Eligible  Inventory of  PSI
             consisting of demonstration units,  and (iii) 175%  of
             the amount of  credit availability  created by  clause
             (x) above, minus

                  (z)  the aggregate  amount of  reserves, if  any,
             established by  Foothill  under  Section  2.1(b)  with
             respect to Multigraphics.

                  For purposes of this Agreement, "Borrowing Base", as
   of any date of determination, shall mean, with respect to PSI, the
   result of:
   <PAGE>
                  (x)  the lesser of (i) the sum  of (A) up to  85%
             of Eligible Trade Accounts of PSI, less the amount, if
             any, of the Dilution Reserve relating to PSI, plus (B)
             up to 50%  of Eligible  Service Accounts  of PSI,  and
             (ii) an amount equal to PSI's Collections with respect
             to Accounts  for  the  immediately  preceding  90  day
             period, plus

                  (y)  the  least  of   (i)  $5,000,000  less   the
             outstanding  Advances  to  Multigraphics  against  the
             value of Eligible Inventory of Multigraphics, (ii) the
             sum of  (A)  up  to  31%  of  the  value  of  Eligible
             Inventory of PSI consisting  of finished goods,  parts
             and supplies and (B)  the lesser of (I)  up to 16%  of
             the value of Eligible  Inventory of PSI consisting  of
             demonstration units and (II) $500,000 less 16% of  the
             aggregate  amount  of  all  undrawn  or   unreimbursed
             Inventory Letters of Credit issued for the account  of
             PSI in connection with  the purchase of  demonstration
             units less the  outstanding Advances to  Multigraphics
             against   the   value   of   Eligible   Inventory   of
             Multigraphics consisting of  demonstration units,  and
             (iii)  175%  of  the  amount  of  credit  availability
             created by clause (x) above, minus

                  (z)  the aggregate  amount of  reserves, if  any,
             established by  Foothill  under  Section  2.1(b)  with
             respect to PSI.

              (b)  Anything to  the  contrary  in  Section  2.1(a)  above
   notwithstanding, Foothill,  in its  reasonable judgment,  may  create
   reserves against  either  Borrower's  Borrowing Base  or  reduce  its
   advance rates based upon Eligible  Accounts or Eligible Inventory  of
   either Borrower without declaring an Event of Default (i) for amounts
   owing by  such Borrower  to landlords,  warehouseman, processors  and
   similar Persons that could assert a  statutory or common law Lien  in
   any of  the Collateral  that is  senior to  Foothill's Lien  on  such
   Collateral, (ii) for any amount subject to a Permitted Protest, (iii)
   for such matters as are determined by Lender in its reasonable credit
   judgment in accordance with its standard  credit policies or (iv)  if
   it determines  that there  has occurred  a Material  Adverse  Change.
   Without limiting  Lender's  ability  to  create  reserves  after  the
   Closing Date pursuant to this Section 2.1(b), as of the Closing Date,
   Lender  has  established  reserves  for  potential  warranty  claims,
   Inventory shrinkage,  Inventory  obsolescence and  average  Inventory
   variance.

             (c)  Foothill shall  have no  obligation to  make  Advances
   hereunder to the extent they would cause the outstanding  Obligations
   to exceed the Maximum Revolving Amount.

             (d)  Amounts borrowed pursuant to  this Section 2.1 may  be
   repaid and, subject to  the terms and  conditions of this  Agreement,
   reborrowed at any time during the term of this Agreement.
   <PAGE>
        2.2. Letters of Credit.

             (a)  Subject to the terms and conditions of this Agreement,
   Foothill agrees  to issue  letters of  credit for  the account  of  a
   Borrower (each, an  "L/C") or to  issue guarantees  of payment  (each
   such guaranty, an "L/C Guaranty") with  respect to letters of  credit
   issued by an issuing  bank for the account  of a Borrower.   Foothill
   shall have no obligation to issue a Letter of Credit for the  account
   of a Borrower if any of the following would result:

                  (i)  the sum of  50% of the  aggregate amount  of
             all undrawn  and  unreimbursed  Inventory  Letters  of
             Credit issued  for the  account  of such  Borrower  in
             connection with  the  purchase of  finished  goods  or
             supplies plus  70%  of  the aggregate  amount  of  all
             undrawn and unreimbursed  Inventory Letters of  Credit
             issued for the account or such Borrower in  connection
             with the  purchase of  parts or  demonstration  units,
             plus 100% of the aggregate  amount of all other  types
             of undrawn and unreimbursed  Letters of Credit  issued
             for the account  of such Borrower,  would exceed  such 
             Borrower's  Borrowing   Base   less  the   amount   of
             outstanding  Advances  to   such  Borrower  less   the
             aggregate amount  of  Inventory Reserves  relating  to
             such Borrower; or

                  (ii) the  aggregate  amount  of  all  undrawn  or
             unreimbursed Letters  of Credit  (including  Inventory
             Letters of Credit) would exceed the lower of: (x)  the
             Maximum Revolving Amount less the aggregate amount  of
             outstanding Advances; or (y) $5,000,000; or

                  (iii) the outstanding Obligations would exceed the
             Maximum Revolving Amount; or

                  (iv) 30% of the aggregate  amount of all  undrawn
             or unreimbursed Inventory Letters of Credit issued for
             the account of  such Borrower in  connection with  the
             purchase of demonstration units would exceed  $500,000
             less the aggregate amount of Advances to such Borrower
             then  outstanding  against   the  value  of   Eligible
             Inventory consisting of  demonstration units less  the
             aggregate amount  of Advances  to the  other  Borrower
             then  outstanding  against   the  value  of   Eligible
             Inventory of such Borrower consisting of demonstration
             units.

   Each Borrower expressly  understands and agrees  that Foothill  shall
   have no obligation to  arrange for the issuance  by issuing banks  of
   the letters of credit that are  to be the subject of L/C  Guarantees.
   Each Letter of Credit shall have an expiry date no later than 30 days
   prior to the date on which  this Agreement is scheduled to  terminate
   under Section 3.4 (without regard to any potential renewal term)  and
   all such Letters of Credit shall be in form and substance  acceptable
   to Foothill in  its sole  discretion.   If Foothill  is obligated  to
   <PAGE>
   advance funds  under  a Letter  of  Credit, the  applicable  Borrower
   immediately shall  reimburse  such amount  to  Foothill and,  in  the
   absence of such reimbursement, the amount so advanced immediately and
   automatically shall  be  deemed  to  be  an  Advance  hereunder  and,
   thereafter, shall  bear  interest  at the  rate  then  applicable  to
   Advances under Section 2.6.

             (b)  Each  Borrower  hereby  agrees  to  indemnify,   save,
   defend, and hold Foothill harmless from  any loss, cost, expense,  or
   liability,  including  payments  made  by  Foothill,  expenses,   and
   reasonable attorneys fees incurred by Foothill  arising out of or  in
   connection with any Letter of Credit  issued for the account of  such
   Borrower.  Each  Borrower agrees to  be bound by  the issuing  bank's
   regulations and interpretations of  any Letters of Credit  guarantied
   by Foothill  and  opened  to  or  for  a  Borrower's  account  or  by
   Foothill's interpretations of any L/C issued by Foothill to or for  a
   Borrower's account, even though this reasonable interpretation may be
   different from such Borrower's own, and each Borrower understands and
   agrees that Foothill shall not be  liable for any error,  negligence,
   or mistake, whether  of omission or  commission, in following  either
   Borrower's instructions or those contained in the Letter of Credit or
   any modifications, amendments, or supplements thereto.  Each Borrower
   understands that the L/C Guarantees may require Foothill to indemnify
   the issuing  bank for  certain costs  or liabilities  arising out  of
   claims by such  Borrower against such  issuing bank.   Each  Borrower
   hereby agrees to indemnify, save, defend, and hold Foothill  harmless
   with  respect  to  any  loss,  cost,  expense  (including  reasonable
   attorneys fees),  or liability  incurred by  Foothill under  any  L/C
   Guaranty issued  for the  account of  such Borrower  as a  result  of
   Foothill's indemnification of any such  issuing bank, other than  any
   such loss, cost, expense or liability incurred because of  Foothill's
   gross negligence or willful misconduct.
                
                (c)  Each Borrower hereby authorizes  and directs any  bank
   that issues a letter of credit  guaranteed by Foothill to deliver  to
   Foothill all instruments, documents, and other writings and  property
   received by the issuing bank pursuant  to such letter of credit,  and
   to accept and rely upon  Foothill's instructions and agreements  with
   respect to  all matters  arising in  connection with  such letter  of
   credit and the related application.  Such Borrower may or may not  be
   the "applicant" or  "account party" with  respect to  such letter  of
   credit.

             (d)  Any and  all  charges, commissions,  fees,  and  costs
   incurred by Foothill relating to the letters of credit guaranteed  by
   Foothill shall be considered Foothill  Expenses for purposes of  this
   Agreement and  immediately shall  be reimbursable  by the  applicable
   Borrower to Foothill.

             (e)  Immediately upon  the termination  of this  Agreement,
   each Borrower agrees to either (i) provide cash collateral to be held
   by Foothill  in an  amount equal  to 102%  of the  maximum amount  of
   Foothill's obligations under Letters of Credit issued for the account
   of such Borrower, (ii) cause to be delivered to Foothill releases  of
   all of  Foothill's obligations  under outstanding  Letters of  Credit
   issued for the account of Borrower or (iii) cause to be delivered  to
   Foothill one  or more  back-to-back letters  of credit,  in form  and
   <PAGE>
   substance,  and  issued  by  an  issuer,  reasonably  acceptable   to
   Foothill, in an aggregate amount equal to 102% of the maximum  amount
   of Foothill's obligations under outstanding Letters of Credit  issued
   for the account of Borrower.  At Foothill's discretion, any  proceeds
   of Collateral of a Borrower received by Foothill after the occurrence
   and during the continuation of an Event of Default may be held as the
   cash collateral required by this Section 2.2(e).

             (f)  If by reason of (i) any change in any applicable  law,
   treaty, rule, or regulation  or any change  in the interpretation  or
   application by any governmental authority of any such applicable law,
   treaty, rule, or regulation, or (ii)  compliance by the issuing  bank
   or Foothill with any direction, request, or requirement (irrespective
   of whether having the force of law) of any governmental authority  or
   monetary authority including, without limitation, Regulation D of the
   Board of Governors of the Federal Reserve System as from time to time
   in effect (and any successor thereto):

                       (A)  any  reserve,   deposit,   or   similar
                  requirement is or shall be imposed or modified in
                  respect  of   any   Letters  of   Credit   issued
                  hereunder, or

                       (B)  there shall be  imposed on the  issuing
                  bank or  Foothill any  other condition  regarding
                  any letter  of credit,  or Letter  of Credit,  as
                  applicable, issued pursuant hereto;

   and  the  result  of  the  foregoing  is  to  increase,  directly  or
   indirectly, the  cost to  the issuing  bank or  Foothill of  issuing,
   making, guaranteeing, or maintaining any letter of credit, or  Letter
   of Credit,  as applicable,  or to  reduce  the amount  receivable  in
   respect thereof by such  issuing bank or Foothill,  then, and in  any
   such case, Foothill may, at any time within a reasonable period after
   the additional cost is  incurred or the  amount received is  reduced,
   notify the applicable Borrower, and such Borrower shall pay on demand
   such amounts  as the  issuing  bank or  Foothill  may specify  to  be
   necessary to  compensate  the  issuing  bank  or  Foothill  for  such
   additional cost or  reduced receipt, together  with interest on  such
   amount from the date of such demand until payment in full thereof  at
   the rate set  forth in Section  2.6(a)(i) or  (c)(i), as  applicable.
   The determination by the  issuing bank or Foothill,  as the case  may
   be, of any amount due pursuant  to this Section 2.2(f), as set  forth
   in a certificate setting forth the calculation thereof in  reasonable
   detail, shall, in the absence of  manifest or demonstrable error,  be
   final and conclusive and binding on all of the parties hereto.
   <PAGE>
        2.3. Intentionally Omitted.

        2.4. Intentionally Omitted.

        2.5. Overadvances.

             If,  at  any  time  or  for  any  reason,  the  amount   of
   Obligations owed by either Borrower to Foothill pursuant to  Sections
   2.1 or 2.2 is greater than either the applicable Dollar or percentage
   limitations set forth in Sections 2.1 or 2.2 (an "Overadvance"), such
   Borrower immediately shall pay  to Foothill, in  cash, the amount  of
   such excess to be used by Foothill first, to repay Advances for  such
   Borrower outstanding under Section 2.1 and, thereafter, to be held by
   Foothill as cash collateral to  secure such Borrower's obligation  to
   repay Foothill for  all amounts paid  pursuant to  Letters of  Credit
   issued for the account of such Borrower.

        2.6. Interest and Letter of Credit  Fees:  Rates, Payments,  and
             Calculations.

             (a)  Interest Rate.    Except  as provided  in  clause  (b)
   below, all Obligations (except for  undrawn Letters of Credit)  shall
   bear interest commencing on the Closing  Date at a per annum rate  of
   1.00 percentage point above the Reference  Rate, which rate shall  be
   prospectively reduced  by one-half  percentage  point one  day  after
   receipt by Lender of Borrowers' unqualified annual audited  financial
   statements for the  1998 fiscal  year delivered  pursuant to  Section
   6.3(b) and one-half percentage point one day after receipt by  Lender
   of Borrowers' unqualified annual audited financial statements for the
   1999 fiscal year delivered pursuant to Section 6.3(b),  respectively,
   if Borrowers on a  consolidated basis, (i) have  net income for  such
   fiscal year, determined in accordance with  GAAP, of at least $1  and
   (ii) have met  or exceeded  the projected  levels for  each of  gross
   margin dollars; net  income; operating  income; stockholders  equity;
   and  working  capital  (defined   as  current  assets  less   current
   liabilities), set forth in Borrowers' business plan for, or as of the
   last day  of,  such fiscal  year,  as  applicable, a  copy  of  which
   business plan is attached  hereto as Schedule 2.6.   If the  interest
   rate is so reduced with  respect to Borrowers' financial  performance
   for the 1998 fiscal year and Borrowers fail to satisfy either of  the
   foregoing criteria for the 1999 fiscal year, the interest rate  shall
   be prospectively increased by one-half percentage point one day after
   receipt of Borrowers' financial statements for its 1999 fiscal  year.
   Except as provided  in Section 2.6(c)  below, in no  event shall  the
   applicable interest rate be less than  the Reference Rate or  greater
   than 1.00 percentage point above the Reference Rate.

             (b)  Letter  of  Credit  Fee.    Each  Borrower  shall  pay
   Foothill a fee (in  addition to the  charges, commissions, fees,  and
   costs set forth in Section 2.2(d)) equal to 1.50% per annum times the
   aggregate undrawn amount of all outstanding Letters of Credit  issued
   for the account of such Borrower.

             (c)  Default Rate.   Upon  the  occurrence and  during  the
   continuation of  an  Event  of Default,  and  commencing  immediately
   following  notice  thereof   by  Foothill  to   Borrowers,  (i)   all
   Obligations  (except   for   undrawn   Letters   of   Credit)   shall
   prospectively bear  interest  at  a per  annum  rate  equal  to  4.00
   <PAGE>
   percentage  points  above  the  otherwise  applicable  interest  rate
   provided in  Section  2.6(a),  and (ii)  the  Letter  of  Credit  fee
   provided in Section 2.6(b) shall be prospectively increased to  3.50%
   per annum times the amount of the undrawn Letters of Credit.

             (d)  Minimum Interest.    In no  event  shall the  rate  of
   interest chargeable  hereunder for  any day  be less  than 7.00%  per
   annum.  To the extent that interest accrued hereunder at the rate set
   forth herein would be less than the foregoing minimum daily rate, the
   interest rate chargeable hereunder  for such day automatically  shall
   be deemed increased to the minimum rate.

             (e)  Payments.  Interest and Letter of Credit fees  payable
   hereunder shall be due and payable,  in arrears, on the first day  of
   each month during the term hereof.   Each Borrower hereby  authorizes
   Foothill, at its option, without prior notice to either Borrower,  to
   charge such interest and Letter of Credit fees, all Foothill Expenses
   (as and when  incurred), for which  such Borrower  is obligated,  the
   charges, commissions, fees, and costs provided for in Section  2.2(d)
   (as and  when  accrued  or  incurred)  for  which  such  Borrower  is
   obligated, the fees and charges provided for in Section 2.11 (as  and
   when accrued or incurred) for which  such Borrower is obligated,  and
   all installments or other  payments due under  any Loan Document  for
   which such Borrower is obligated, to either Borrower's Loan  Account,
   which amounts  thereafter  shall accrue  interest  at the  rate  then
   applicable to Advances  hereunder.  Any  interest not  paid when  due
   shall be compounded and shall thereafter accrue interest at the  rate
   then applicable to Advances hereunder.

             (f)  Computation.  The  Reference Rate  as of  the date  of
   this Agreement is 8.50% per annum.   In the event the Reference  Rate
   is changed  from  time to  time  hereafter, the  applicable  rate  of
   interest hereunder automatically and  immediately shall be  increased
   or decreased by an amount equal to such change in the Reference Rate.
   All interest and fees  chargeable under the  Loan Documents shall  be
   computed on the basis of a 360 day year for the actual number of days
   elapsed.

             (g)  Intent to Limit Charges to Maximum Lawful Rate.  In no
   event shall the interest rate or rates payable under this  Agreement,
   plus any  other  amounts  paid in  connection  herewith,  exceed  the
   highest rate  permissible under  any law  that a  court of  competent
   jurisdiction shall, in a final determination, deem applicable.   Each
   Borrower and Foothill,  in executing and  delivering this  Agreement,
   intend legally to agree upon the rate or rates of interest and manner
   of payment  stated  within  it;  provided,  however,  that,  anything
   contained herein to  the contrary  notwithstanding, if  said rate  or
   rates of interest or manner of payment exceeds the maximum  allowable
   under applicable  law,  then, ipso  facto  as  of the  date  of  this
   Agreement, each Borrower is and shall be liable only for the  payment
   of such maximum  as allowed by  law, and payment  received from  such
   Borrower in excess of such legal maximum, whenever received, shall be
   applied to reduce the principal balance  of the Obligations owing  by
   such Borrower to the extent of such excess.
   <PAGE>
        2.7. Collection of Accounts.

             (a)  Multigraphics shall  at all  times maintain  lockboxes
   (the "Lockboxes")  and, immediately  after  the Closing  Date,  shall
   instruct all Account  Debtors with respect  to the Accounts,  General
   Intangibles, and Negotiable Collateral of Multigraphics to remit  all
   Collections in  respect  thereof to  such  Lockboxes.  Multigraphics,
   Foothill,  and  the  Lockbox  Banks  shall  enter  into  the  Lockbox
   Agreements, which among other things shall provide for the opening of
   a Lockbox Account for the deposit  of Collections at a Lockbox  Bank.
   Multigraphics agrees that all Collections and other amounts  received
   by  Multigraphics  from  any  Account  Debtor  or  any  other  source
   immediately upon receipt shall be  deposited into a Lockbox  Account.
   No Lockbox  Agreement or  arrangement contemplated  thereby shall  be
   modified by  Multigraphics  without  the  prior  written  consent  of
   Foothill.  Upon the terms and subject to the conditions set forth  in
   the Lockbox Agreements, all amounts received in each Lockbox  Account
   shall be transferred by federal funds  transfer or ACH transfer  each
   Business Day into an account  (the "Foothill Account") maintained  by
   Foothill at a depository selected by Foothill.

             (b)  PSI shall at  all times  maintain depository  accounts
   (the "Depository Accounts") and, immediately after the Closing  Date,
   shall deposit all  Collections in  respect of  the Accounts,  General
   Intangibles and  Negotiable  Collateral  of PSI  to  such  Depository
   Accounts by  2:00 p.m.  Eastern Standard  Time  on the  Business  Day
   immediately following the day such  collections are received by  PSI.
   PSI,  Foothill,  and  the  Depository  Banks  shall  enter  into  the
   Depository Agreements, which among other things shall provide for the
   opening of a Depository Account for  the deposit of Collections at  a
   Depository Bank.  No Depository Agreement or arrangement contemplated
   thereby shall be modified by PSI without the prior written consent of
   Foothill.  Upon the terms and subject to the conditions set forth  in
   the Depository Agreements,  all amounts received  in each  Depository
   Account shall  be  transferred  by  federal  funds  transfer  or  ACH
   transfer each  Business  Day  into an  account  (the  "PSI  Account")
   maintained by  PSI at  a  depository selected  by  PSI and  shall  be
   available to PSI at PSI's instruction; provided, that if (a) an Event
   of Default has occurred and is continuing or (b) Foothill  reasonably
   deems  itself  insecure,  Foothill  shall  have  the  right,  in  its
   discretion, to  direct  each  Depository Bank  to  wire  all  amounts
   received in the applicable Depository Account each Business Day  into
   the Foothill Account.

        2.8. Crediting Payments; Application of Collections.

             The receipt of  any Collections by  Foothill (whether  from
   transfers to  Foothill  by the  Lockbox  Banks and  Depository  Banks
   pursuant  to  the  Lockbox   Agreements,  Depository  Agreements   or
   otherwise) immediately shall be  applied provisionally to reduce  the
   Obligations  outstanding  under  Section   2.1,  but  shall  not   be
   considered a payment on account unless such Collection item is a wire
   transfer of immediately available  federal funds and  is made to  the
   Foothill Account or unless and until such Collection item is  honored
   when presented  for  payment.   From  and  after  the  Closing  Date,
   Foothill shall be entitled to charge each Borrower for 1 Business Day
   of `clearance' or `float' at the rate set forth in Section  2.6(a)(i)
   <PAGE>
   or Section 2.6(c)(i), as applicable, on  all Collections (regardless
   of whether  forwarded  by  the Lockbox  Banks  to  Foothill,  whether
   provisionally applied to reduce the Obligations under Section 2.1, or
   otherwise).  This across-the-board 1 Business Day clearance or  float
   charge  on  all  Collections  is  acknowledged  by  the  parties   to
   constitute an integral aspect of the pricing of Foothill's  financing
   of Borrowers, and shall apply irrespective of the characterization of
   whether receipts are owned by a Borrower or Foothill, and whether  or
   not there are any outstanding Advances, the effect of such  clearance
   or float charge being  the equivalent of charging  1 Business Day  of
   interest on  such Collections.   Should  any Collection  item not  be
   honored when  presented for  payment,  then the  applicable  Borrower
   shall be deemed not to have made such payment, and interest shall  be
   recalculated accordingly.  Anything to the contrary contained  herein
   notwithstanding, any  Collection item  shall  be deemed  received  by
   Foothill only  if it  is  received into  the  Foothill Account  on  a
   Business Day  on  or before  11:00  a.m.  California time.    If  any
   Collection item  is received  into the  Foothill  Account on  a  non-
   Business Day or after 11:00 a.m.  California time on a Business  Day,
   it shall  be deemed  to have  been  received by  Foothill as  of  the
   opening of business on the immediately following Business Day.
   
   2.9. Designated Account.

             Foothill is authorized to make the Advances and the Letters
   of Credit  under  this  Agreement  based  upon  telephonic  or  other
   instructions received  from anyone  purporting  to be  an  Authorized
   Person, or  without  instructions  if  pursuant  to  Section  2.6(e).
   Multigraphics agrees  to  establish and  maintain  the  Multigraphics
   Designated Account with the Multigraphics Designated Account Bank and
   PSI agrees to establish and maintain the PSI Designated Account  with
   the PSI Designated Account  Bank, each for  the purpose of  receiving
   the proceeds of the Advances requested  by such Borrower and made  by
   Foothill  hereunder.    Unless  otherwise  agreed  by  Foothill   and
   Borrowers,  any  Advance  requested  by  Multigraphics  and  made  by
   Foothill hereunder  shall be  made  to the  Multigraphics  Designated
   Account, and  any  Advance requested  by  PSI and  made  by  Foothill
   hereunder shall be made to the PSI Designated Account.

   2.10. Maintenance of Loan Account; Statements of Obligations.

             Foothill shall maintain an account on its books in the name
   of each Borrower (each, a "Loan Account") on which such Borrower will
   be charged with all Advances made by Foothill to such Borrower or for
   such  Borrower's  account,  including  without  limitation,   accrued
   interest, Foothill  Expenses, and  any other  payment Obligations  of
   such Borrower.  In accordance with Section 2.8, the Loan Account of a
   Borrower will be credited with all payments received by Foothill from
   such Borrower or for such  Borrower's account, including all  amounts
   received in the Foothill Account from any Lockbox Bank or  Depository
   Bank, as applicable.  Foothill shall render statements regarding each
   Borrower's  Loan  Account  to  such  Borrower,  including  principal,
   interest, fees,  and  including an  itemization  of all  charges  and
   expenses constituting Foothill Expenses  owing by such Borrower,  and
   such statements  shall be  conclusively presumed  to be  correct  and
   accurate and constitute an account  stated between such Borrower  and
   Foothill unless,  within  30  days  after  receipt  thereof  by  such
   <PAGE>
   Borrower, such Borrower shall  deliver to Foothill written  objection
   thereto  describing  the  error  or  errors  contained  in  any  such
   statements.

   2.11. Fees.

             On or about May 30, 1997, Multigraphics paid to Foothill  a
   closing fee of  $75,000.  In  addition, Borrowers  shall jointly  and
   severally pay to Foothill the following fees:

             (a)  Intentionally Omitted;

             (b)  Unused Line  Fee.   On the  first  day of  each  month
   during the term of this Agreement, commencing on the Closing Date, an
   unused line  fee in  an amount  equal to  0.25% per  annum times  the
   Average Unused Portion of the Maximum Revolving Amount;

             (c)  Intentionally Omitted;

             (d)  Financial Examination,  Documentation,  and  Appraisal
   Fees.  Foothill's customary  fee of $650 per  day per examiner,  plus
   out-of-pocket expenses for  each financial  analysis and  examination
   (i.e., audits) of  each Borrower performed  by personnel employed  by
   Foothill, payable as incurred; Foothill's customary appraisal fee  of
   $1,500 per day  per appraiser, plus  out-of-pocket expenses for  each
   appraisal of  the  Collateral  performed  by  personnel  employed  by
   Foothill, payable as incurred; the actual charges paid or incurred by
   Foothill if it  elects to employ  the services of  one or more  third
   Persons to perform  such financial analyses  and examinations  (i.e.,
   audits) of each  Borrower, to appraise  the Collateral  or to  verify
   Accounts or  other  Collateral, payable  as  incurred; and,  on  each
   anniversary of May 30, 1997 prior to the Termination Date, Foothill's
   customary fee of $1,000 per year  for its loan documentation  review;
   and

             (e)  Servicing Fee.  On  the first day  of each month  (for
   the prior month) during the term of this Agreement, and thereafter so
   long as any Obligations are outstanding, a servicing fee in an amount
   equal to $1,500.

   3.   CONDITIONS; TERM OF AGREEMENT.

        3.1. Conditions Precedent to the  Initial Advance and Letter  of
             Credit.

             The obligation of Foothill to  make the initial Advance  or
   to issue the initial Letter of Credit on or after the Closing Date is
   subject to the fulfillment, to the  satisfaction of Foothill and  its
   counsel, of each of the following conditions:

             (a)  Foothill shall have received evidence satisfactory  to
   Foothill of  the  filing  of all  financing  statements  and  fixture
   filings required by Foothill to be filed;

             (b)  Foothill shall  have received  each of  the  following
   documents, duly executed,  and each such  document shall  be in  full
   force and effect:
   <PAGE>
                  (i)  UCC   termination   statements   and   other
             documentation  evidencing  the   termination  of   all
             existing Liens in and to the properties and assets  of
             each Borrower other than Permitted Liens;

                  (ii) a side agreement  relating to the  Trademark
             and License Mortgage dated May  30, 1997, in form  and
             substance  satisfactory  to   Foothill,  executed   by
             Multigraphics; and

                  (iii) a  solvency   certificate,   in   form   and
             substance satisfactory to Foothill, executed by  PSI's
             chief financial officer;

             (c)  Foothill shall have  received a  certificate from  the
   Secretary of  each  Borrower attesting  to  the resolutions  of  such
   Borrower's Board of  Directors authorizing  its execution,  delivery,
   and performance  of  this  Agreement and  the  other  Loan  Documents
   executed contemporaneously  with this  Agreement  and to  which  such
   Borrower is  a  party  and  authorizing  specific  officers  of  such
   Borrower to execute the same;

             (d)  Foothill shall have received copies of each Borrower's
   Governing Documents,  as amended,  modified, or  supplemented to  the
   Closing Date, certified by the Secretary of such Borrower;

             (e)  Foothill shall have received  a certificate of  status
   with respect to each  Borrower, dated within 10  days of the  Closing
   Date, such certificate to be issued by the appropriate officer of the
   jurisdiction of  organization  of such  Borrower,  which  certificate
   shall indicate  that  such  Borrower is  in  good  standing  in  such
   jurisdiction;

             (f)  Foothill shall  have received  certificates of  status
   with respect  to each  Borrower, each  dated within  15 days  of  the
   Closing Date,  such  certificates to  be  issued by  the  appropriate
   officer of  the  jurisdictions  in  which  its  failure  to  be  duly
   qualified or  licensed would  constitute a  Material Adverse  Change,
   which certificates  shall  indicate that  each  Borrower is  in  good
   standing in such jurisdictions;

             (g)  Foothill  shall  have  received  a  Collateral  Access
   Agreement from the lessor of PSI's Akron, Ohio facility;

             (h)  Foothill shall have received an opinion of  Borrowers'
   counsel in form and  substance satisfactory to  Foothill in its  sole
   discretion;

             (i)  no material adverse  change shall  have occurred  with
   respect   to   the   financial   condition,   business,   operations,
   performance, properties or assets of either Borrower or the value  of
   the Collateral after the date hereto; and

             (j)  no Event of Default shall be in existence.

        3.2. Conditions Precedent  to all  Advances and  all Letters  of
             Credit.
   <PAGE>
             The following shall be conditions precedent to all Advances
   and all Letters of Credit hereunder:

             (a)  the representations and  warranties contained in  this
   Agreement and the other Loan Documents  shall be true and correct  in
   all material respects  on and  as of the  date of  such extension  of
   credit, as though made on and as  of such date (except to the  extent
   that such representations and warranties relate solely to an  earlier
   date);

             (b)  no Default or Event of Default shall have occurred and
   be continuing on  the date  of such  extension of  credit, nor  shall
   either result from the making thereof; and

             (c)  no injunction, writ, restraining order, or other order
   of any nature prohibiting, directly  or indirectly, the extending  of
   such credit  shall  have been  issued  and  remain in  force  by  any
   governmental authority against either  Borrower, Foothill, or any  of
   their Affiliates.

        3.3. Intentionally Omitted.

        3.4. Term.

             This Agreement shall  become effective  upon the  execution
   and delivery hereof by each Borrower and Foothill and shall  continue
   in full force  and effect  for a  term ending  on May  30, 2000  (the
   "Termination Date"), unless sooner  terminated pursuant to the  terms
   hereof.  The foregoing notwithstanding, Foothill shall have the right
   to terminate  its obligations  under this  Agreement immediately  and
   without notice upon the occurrence and during the continuation of  an
   Event of Default.

        3.5. Effect of Termination.

             On  the  date  of   termination  of  this  Agreement,   all
   Obligations (including contingent  reimbursement obligations of  each
   Borrower  with  respect  to   any  outstanding  Letters  of   Credit)
   immediately shall become  due and payable  without notice or  demand;
   provided, that  any such  contingent reimbursement  obligations  with
   respect to Letters  of Credit shall  be satisfied in  the manner  set
   forth in Section 2.2(e).  No termination of this Agreement,  however,
   shall relieve or discharge either Borrower of such Borrower's duties,
   Obligations, or covenants hereunder, and Foothill's continuing  Liens
   in the Collateral shall remain in  effect until all Obligations  have
   been fully  and  finally  discharged  and  Foothill's  obligation  to
   provide additional credit hereunder is terminated.

        3.6. Early Termination by Borrower.

             The provisions  of Section  3.4 that  allow termination  of
   this Agreement by Borrowers only on the Termination Date and  certain
   anniversaries thereof notwithstanding, Borrowers have the option,  at
   any time upon 30 days prior written notice to Foothill, to  terminate
   this Agreement by paying  to Foothill, in  cash, the Obligations,  in
   full (provided,  that  any contingent  reimbursement  obligations  of
   <PAGE>
   either Borrower with respect to  outstanding Letters of Credit  shall
   be satisfied in  the manner set  forth in  Section 2.2(e)),  together
   with a premium (the "Early Termination  Premium") equal to (a) 3%  of
   the Maximum Revolving Amount if such termination occurs on or  before
   May 30,  1998,  (b)  2%  of the  Maximum  Revolving  Amount  if  such
   termination occurs after May 30, 1998  but on or before May 30,  1999
   and (c) 1% of the Maximum Revolving Amount if such termination occurs
   after May  30,  1999 but  before  May  30, 2000;  provided,  that  if
   Borrowers terminate  this  Agreement  due to  Foothill's  refusal  to
   consent to a proposed acquisition that would violate Section  7.13(a)
   or (c) below, the applicable Termination Prepayment shall be  reduced
   by one-half  of  the  Early  Termination  Premium  otherwise  payable
   hereunder.

        3.7. Termination Upon Event of Default.

             If Foothill terminates this  Agreement upon the  occurrence
   of an Event  of Default  caused by a  breach of  this Agreement  that
   either  Borrower   has  intentionally   committed  or   intentionally
   permitted to  occur,  in view  of  the impracticability  and  extreme
   difficulty of ascertaining actual damages and by mutual agreement  of
   the parties as to a reasonable calculation of Foothill's lost profits
   as a result  thereof, Borrowers shall  jointly and  severally pay  to
   Foothill upon the effective date of such termination, a premium in an
   amount equal to the Early Termination Premium.  The Early Termination
   Premium shall be presumed  to be the amount  of damages sustained  by
   Foothill as the result of such an early termination and each Borrower
   agrees that  it  is  reasonable  under  the  circumstances  currently
   existing.  The Early Termination Premium provided for in this Section
   3.7 shall be deemed included in the Obligations.

   4.   CREATION OF SECURITY INTEREST.

        4.1. Grant of Security Interest.

             Each  Borrower  hereby  grants  to  Foothill  a  continuing
   security interest in all currently existing and hereafter acquired or
   arising Personal Property  Collateral of  such Borrower  in order  to
   secure prompt repayment of  any and all Obligations  and in order  to
   secure prompt performance by each Borrower  of each of its  covenants
   and duties under the Loan  Documents.  Foothill's security  interests
   in the  Personal Property  Collateral shall  attach to  all  Personal
   Property Collateral without further  act on the  part of Foothill  or
   either Borrower.  Anything contained in  this Agreement or any  other
   Loan Document to the contrary notwithstanding, except for the sale of
   Inventory to  buyers in  the ordinary  course of  business and  other
   sales of Personal  Property Collateral permitted  under Section  7.4,
   neither Borrower has any authority, express or implied, to dispose of
   any item or portion of the  Personal Property Collateral or the  Real
   Property Collateral.

        4.2. Negotiable Collateral.

             In the event  that any Collateral,  including proceeds,  is
   evidenced by  or consists  of Negotiable  Collateral, the  applicable
   Borrower, immediately upon the request of Foothill, shall endorse and
   deliver  physical  possession  of   such  Negotiable  Collateral   to
   Foothill.
   <PAGE>
        4.3. Collection of Accounts, General Intangibles, and Negotiable
             Collateral.

             At any time after the occurrence and during the continuance
   of an  Event of  Default, Foothill  or  Foothill's designee  may  (a)
   notify customers or Account Debtors of a Borrower that the  Accounts,
   General Intangibles, or Negotiable  Collateral have been assigned  to
   Foothill or that Foothill  has a security  interest therein, and  (b)
   collect the Accounts, General Intangibles, and Negotiable  Collateral
   directly and charge  the collection costs  and expenses  to the  Loan
   Account.  Each Borrower agrees that at any time that Foothill (i) has
   notified customers or Account Debtors under clause (a) above, (ii) is
   directly collecting  Accounts,  General  Intangibles  and  Negotiable
   Collateral under clause (b) above or  (iii) has directed any  Lockbox
   Bank or  Depository Bank  to wire  funds  into the  Foothill  Account
   pursuant to  Section 2.7,  it will  hold in  trust for  Foothill,  as
   Foothill's trustee, any Collections that it receives and  immediately
   will deliver said Collections to Foothill  in their original form  as
   received by such Borrower.

        4.4. Delivery of Additional Documentation Required.

             At any time  upon the  request of  Foothill, each  Borrower
   shall execute  and  deliver  to Foothill  all  financing  statements,
   continuation  financing   statements,   fixture   filings,   security
   agreements, pledges,  assignments,  endorsements of  certificates  of
   title,  applications   for  title,   affidavits,  reports,   notices,
   schedules of accounts, letters of authority, and all other  documents
   that  Foothill  reasonably  may  request,  in  form  satisfactory  to
   Foothill, to  perfect  and  continue  perfected  Foothill's  security
   interests in the Collateral, and in order to fully consummate all  of
   the transactions contemplated  hereby and  under the  other the  Loan
   Documents.

        4.5. Power of Attorney.

             Each Borrower  hereby irrevocably  makes, constitutes,  and
   appoints Foothill  (and any  of  Foothill's officers,  employees,  or
   agents designated by  Foothill) as  such Borrower's  true and  lawful
   attorney, with power  to (a) if  such Borrower refuses  to, or  fails
   timely to  execute and  deliver any  of  the documents  described  in
   Section 4.4, sign the name of  such Borrower on any of the  documents
   described in Section 4.4,  (b) at any time  that an Event of  Default
   has occurred and  is continuing  or Foothill  deems itself  insecure,
   sign such Borrower's name on any  invoice or bill of lading  relating
   to  any  Account,  drafts  against  Account  Debtors,  schedules  and
   assignments of Accounts,  verifications of Accounts,  and notices  to
   Account Debtors, (c) send requests for verification of Accounts,  (d)
   endorse such Borrower's  name on any  Collection item  that may  come
   into Foothill's possession, (e) at any time that an Event of  Default
   has occurred and  is continuing  or Foothill  deems itself  insecure,
   notify the post office authorities to change the address for delivery
   of such  Borrower's mail  to an  address designated  by Foothill,  to
   receive and open all mail addressed  to such Borrower, and to  retain
   all mail relating  to the Collateral  and forward all  other mail  to
   such Borrower, (f) at any time that an Event of Default has  occurred
   and is continuing  or Foothill deems  itself insecure, make,  settle,
   and adjust all claims under such Borrower's policies of insurance and
   <PAGE>
   make all determinations and decisions  with respect to such  policies
   of insurance,  and (g)  at any  time  that an  Event of  Default  has
   occurred and is continuing or Foothill deems itself insecure,  settle
   and adjust disputes and claims respecting the Accounts directly  with
   Account Debtors, for amounts and upon terms that Foothill  determines
   to be reasonable, and Foothill may cause to be executed and delivered
   any documents and releases that Foothill determines to be  necessary.
   The appointment of Foothill as each Borrower's attorney, and each and
   every one  of Foothill's  rights and  powers, being  coupled with  an
   interest, is irrevocable until all of the Obligations have been fully
   and finally repaid and performed and Foothill's obligation to  extend
   credit hereunder is terminated.

        4.6. Right to Inspect.

             Foothill  (through  any  of  its  officers,  employees,  or
   agents) shall have the right, from time to time hereafter to  inspect
   each Borrower's Books and to check, test, and appraise the Collateral
   in order to verify each Borrower's financial condition or the amount,
   quality, value, condition of,  or any other  matter relating to,  the
   Collateral; provided, that  unless an Event  of Default has  occurred
   and is  continuing, (a)  all of  such  inspections shall  take  place
   during normal  business  hours and  (b)  Foothill will  conduct  such
   inspections no more than once per calendar quarter.

   5.   REPRESENTATIONS AND WARRANTIES.

             In order to induce Foothill  to enter into this  Agreement,
   each Borrower  makes  the following  representations  and  warranties
   which shall be true, correct, and  complete in all material  respects
   as of the Closing  Date and at and  as of the date  of the making  of
   each Advance or Letter  of Credit, as  though made on  and as of  the
   date of such Advance or Letter  of Credit (except to the extent  that
   such representations and warranties relate solely to an earlier date)
   and such representations and  warranties shall survive the  execution
   and delivery of this Agreement:

        5.1. No Encumbrances.

             Each Borrower  has  good  and  indefeasible  title  to  the
   Collateral, free and clear of Liens except for Permitted Liens.

        5.2. Eligible Accounts.

             The Eligible  Accounts  of  each  Borrower  are  bona  fide
   existing obligations created by the sale and delivery of Inventory or
   the rendition of services to Account  Debtors in the ordinary  course
   of such Borrower's  business, unconditionally owed  to such  Borrower
   without defenses,  disputes,  offsets, counterclaims,  or  rights  of
   return or cancellation.   The property giving  rise to such  Eligible
   Trade Account has  been delivered to  the Account Debtor,  or to  the
   Account Debtor's agent  for immediate shipment  to and  unconditional
   acceptance by  the Account  Debtor.   Neither Borrower  has  received
   notice of  actual or  imminent  bankruptcy, insolvency,  or  material
   impairment of the financial condition of any Account Debtor regarding
   any Eligible Account.
   <PAGE>
        5.3. Eligible Inventory.

             All Eligible  Inventory of  each Borrower  is of  good  and
   merchantable quality, free from defects.

        5.4. Equipment.

             All of the Equipment of each  Borrower is used or held  for
   use in such Borrower's business and is fit for such purposes.
   
        5.5. Location of Inventory and Equipment.

             The  Inventory  and  Equipment  are  located  only  at  the
   locations identified  on  Schedule  6.12 or  otherwise  permitted  by
   Section 6.12.

        5.6. Inventory Records.

             Each Borrower keeps records  that are correct and  accurate
   in all material  respects, itemizing and  describing the kind,  type,
   quality, and  quantity of  the Inventory,  and such  Borrower's  cost
   therefor.

        5.7. Location of Chief Executive Office; FEIN.

             The chief executive office  of Multigraphics is located  at
   the  address  indicated  in  the  preamble  to  this  Agreement   and
   Multigraphics' FEIN is 34-0054940.  The chief executive office of PSI
   is located at the address indicated in the preamble to this Agreement
   and PSI's FEIN is 34-1587676.

        5.8. Due Organization and Qualification; Subsidiaries.

             (a)  Each Borrower is  duly organized and  existing and  in
   good standing under the laws of the jurisdiction of its incorporation
   and qualified and licensed  to do business in,  and in good  standing
   in, any  state where  the  failure to  be  so licensed  or  qualified
   reasonably could be expected to have a Material Adverse Change.

             (b)  Set forth on Schedule 5.8  is a complete and  accurate
   list of each Borrower's direct and indirect Subsidiaries, showing the
   jurisdiction of their incorporation.

             (c)  Except as set forth on Schedule 5.8, no capital  stock
   (or any securities, instruments, warrants, options, purchase  rights,
   conversion or exchange  rights, calls, commitments  or claims of  any
   character convertible into or exercisable  for capital stock) of  any
   direct or indirect Subsidiary  of either Borrower  is subject to  the
   issuance of  any  security,  instrument,  warrant,  option,  purchase
   right, conversion or exchange right, call, commitment or claim of any
   right, title, or interest therein or thereto.

        5.9. Due Authorization; No Conflict.

             (a)  The  execution,  delivery,  and  performance  by  each
   Borrower of this Agreement  and the Loan Documents  to which it is  a
   party have been duly authorized by all necessary corporate action.
   <PAGE>
             (b)  The  execution,  delivery,  and  performance  by  each
   Borrower of this Agreement  and the Loan Documents  to which it is  a
   party do  not and  will not  (i) violate any  provision of  federal,
   state, or local law or regulation (including Regulations G, T, U, and
   X of  the Federal  Reserve Board)  applicable to  such Borrower,  the
   Governing Documents  of such  Borrower, or  any order,  judgment,  or
   decree of any court or other  governmental authority binding on  such
   Borrower, (ii) conflict with, result  in a breach  of, or constitute
   (with due  notice or  lapse of  time  or both)  a default  under  any
   material contractual obligation or  material lease of such  Borrower,
   (iii) result in or require the creation or imposition of any Lien  of
   any nature whatsoever upon any properties or assets of such Borrower,
   other  than  Permitted  Liens,   or  (iv) require  any  approval  of
   stockholders or  any approval  or consent  of  any Person  under  any
   material contractual obligation of such Borrower.

             (c)  Other  than  the   filing  of  appropriate   financing
   statements, fixture filings, and mortgages, the execution,  delivery, 
   and performance  by each  Borrower of  this  Agreement and  the  Loan
   Documents to  which such  Borrower is  a party  do not  and will  not
   require any registration with, consent, or approval of, or notice to,
   or other action  with or by,  any federal, state,  foreign, or  other
   governmental authority or other Person.

             (d)  This Agreement and  the Loan Documents  to which  each
   Borrower is a party, and all other documents contemplated hereby  and
   thereby, when executed  and delivered by  such Borrower  will be  the
   legally valid and binding  obligations of such Borrower,  enforceable
   against such  Borrower in  accordance  with their  respective  terms,
   except as enforcement may  be limited by  equitable principles or  by
   bankruptcy, insolvency, reorganization,  moratorium, or similar  laws
   relating to or limiting creditors' rights generally.

             (e)  The Liens granted by each Borrower to Foothill in  and
   to its properties and assets pursuant to this Agreement and the other
   Loan Documents  are validly  created, perfected,  and first  priority
   Liens, subject only to Permitted Liens.

        5.10. Litigation.

             There are no actions or  proceedings pending by or  against
   either Borrower before any court or administrative agency and neither
   Borrower has  knowledge  or belief  of  any pending,  threatened,  or
   imminent  litigation,   governmental   investigations,   or   claims,
   complaints, actions, or prosecutions involving either Borrower or any
   guarantor of the  Obligations, except  for:   (a) ongoing  collection
   matters in  which  either  Borrower is  the  plaintiff;  (b)  matters
   existing on the date hereof that would not reasonably be expected  to
   cause a Material Adverse  Change; and (c)  matters arising after  the
   date hereof that would not reasonably be expected to cause a Material
   Adverse Change.

        5.11. No Material Adverse Change.

             All financial statements relating  to each Borrower or  any
   guarantor of the Obligations (other than projections) that have  been
   delivered  by  such  Borrower  to  Foothill  have  been  prepared  in
   <PAGE>
   accordance with  GAAP (except,  in the  case of  unaudited  financial
   statements, for the lack of footnotes and being subject to  quarterly
   adjustments and year-end audit  adjustments) and fairly present  such
   Borrower's (or such guarantor's,  as applicable) financial  condition
   as of the date thereof and such Borrower's results of operations  for
   the period then ended.  There has not been a Material Adverse  Change
   with respect  to the  Borrowers (or  such guarantor,  as  applicable)
   since the  date  of  the latest  financial  statements  submitted  to
   Foothill on or before the Closing Date.

        5.12. Solvency.

             Each Borrower is Solvent.  No transfer of property is being
   made by either Borrower and no obligation is being incurred by either
   Borrower in  connection with  the transactions  contemplated by  this
   Agreement or  the other  Loan Documents  with the  intent to  hinder,
   delay, or  defraud  either  present or  future  creditors  of  either
   Borrower.

        5.13. Employee Benefits.

             Neither Borrower, any of its Subsidiaries, nor any of their
   ERISA Affiliates maintains or contributes to any Benefit Plan,  other
   than those  listed on  Schedule 5.13.   Each Borrower,  each  of its
   Subsidiaries and  each ERISA  Affiliate  have satisfied  the  minimum
   funding standards of ERISA and the  IRC with respect to each  Benefit
   Plan to which  it is  obligated to contribute.   No  ERISA Event  has 
   occurred nor has any other event occurred that may result in an ERISA
   Event that  reasonably could  be expected  to  result in  a  Material
   Adverse Change.   Neither  Borrower or  its Subsidiaries,  any  ERISA
   Affiliate, nor any fiduciary of any Plan is subject to any direct  or
   indirect material liability with respect to  any Plan as a result  of
   any noncompliance with any applicable law, treaty, rule,  regulation,
   or agreement.   Neither Borrower or  its Subsidiaries  nor any  ERISA
   Affiliate is required to provide security  to any Plan under  Section
   401(a)(29) of the IRC.

        5.14. Environmental Condition.

             Except  as  set  forth   in  Schedule  5.14,  (a)   neither
   Borrower's properties or assets has ever  been used by such  Borrower
   or, to the best of each  Borrower's knowledge, by previous owners  or
   operators in the disposal  of, or to  produce, store, handle,  treat,
   release,  or  transport,   any  Hazardous   Materials;  (b)   neither
   Borrower's  properties  or  assets   has  ever  been  designated   or
   identified in  any manner  pursuant to  any environmental  protection
   statute as a Hazardous  Materials disposal site,  or a candidate  for
   closure pursuant to any environmental protection statute; (c) no Lien
   arising under any  environmental protection statute  has attached  to
   any revenues or to any real or personal property owned or operated by
   either Borrower; and  (d) neither  Borrower has  received a  summons,
   citation, notice,  or  directive from  the  Environmental  Protection
   Agency or any other federal  or state governmental agency  concerning
   any action or omission by either Borrower resulting in the  releasing
   or disposing of Hazardous Materials into the environment, except  for
   any of the foregoing which would not reasonably be expected to  cause
   a Material Adverse Change.
   <PAGE>
        5.15. Subsidiary Activities.

             Neither Borrower's Subsidiaries has any material assets  or
   conducts any material  business operations,  except as  set forth  on
   Schedule 5.15.

        5.16. Patents and Trademarks.

             The loss by either Borrower or  any of its Subsidiaries  of
   all of its respective rights with respect to (a) all U.S. patents and
   patent applications owned by such Borrower or such Subsidiary and (b)
   all U.S. trademarks, trademark registrations, trademark applications,
   trade  names   and   tradestyles,   service   marks,   service   mark
   registrations, service  mark applications  and brand  names owned  by
   such Borrower or  such Subsidiary, other  than any  of the  foregoing
   listed on Exhibit A to the  trademark and license mortgage  described
   in Section 3.1(b)(iii), would not be  reasonably expected to cause  a
   Material Adverse Change.

   6.   AFFIRMATIVE COVENANTS.

             Each Borrower covenants  and agrees  that, so  long as  any
   credit hereunder shall be available and until full and final  payment
   of the Obligations,  and unless Foothill  shall otherwise consent  in
   writing, such Borrower shall do all of the following:

        6.1. Accounting System.

             Maintain a standard  and modern system  of accounting  that
   enables such Borrower to  produce financial statements in  accordance
   with GAAP, and  maintain records  pertaining to  the Collateral  that
   contain information as from time to time may be reasonably  requested
   by Foothill.    Each Borrower  also  shall keep  a  modern  inventory
   reporting system that  shows all additions,  sales, claims,  returns,
   and allowances with respect to the Inventory.

        6.2. Collateral Reporting.

             Provide  Foothill  with  the  following  documents  at  the
   following times in form satisfactory to Foothill: (a) unless Foothill
   otherwise requests, on  a monthly  basis, and,  in any  event, by  no
   later than  the  16th day  of  each month  during  the term  of  this
   Agreement, a sales journal,  collection journal, and credit  register
   since the last such schedule and a calculation of the Borrowing  Base
   of such  Borrower  as of  such  date, (b) unless Foothill  otherwise
   requests, on a monthly basis and, in any event, by no later than  the
   16th day  of each  month during  the term  of this  Agreement, (i)  a
   detailed calculation of the Borrowing Base of such Borrower, and (ii)
   a detailed  aging,  by  total, of  the  Accounts  of  such  Borrower,
   together with a  reconciliation to  the detailed  calculation of  the
   Borrowing Base  of such  Borrower  previously provided  to  Foothill,
   including separate agings for Accounts arising from the provision  of
   services by  such Borrower  and for  all other  Accounts, (c)  unless
   Foothill otherwise requests, on a monthly basis and, in any event, by
   no later than  the 16th day  of each month  during the  term of  this
   Agreement, a summary  aging, by vendor,  of such Borrower's  accounts
   payable  and  any  book  overdraft,  (d)  unless  Foothill  otherwise
   requests, on a monthly basis, and, in any event, by no later than the
   <PAGE>
   16th day of each month during  the term of this Agreement,  Inventory
   reports specifying such Borrower's cost and  the market value of  its
   Inventory by category,  with additional detail  showing additions  to
   and deletions  from  the  Inventory, (e)  unless  Foothill  otherwise
   requests, on a monthly basis, and, in any event, by no later than the
   16th day of each month during  the term of this Agreement, notice  of
   all returns, disputes, or claims of such Borrower, (f) upon request,
   copies of invoices in connection with the Accounts of such  Borrower,
   customer statements, credit  memos, remittance  advices and  reports,
   deposit slips, shipping and delivery documents in connection with the
   Accounts of such Borrower and for Inventory and Equipment acquired by
   such Borrower,  purchase  orders  and invoices,  (g) on a  quarterly
   basis, a  detailed  list  of such  Borrower's  customers,  (h) unless
   Foothill otherwise requests, on a monthly  basis, and, in any  event,
   by no later than the 16th day of  each month during the term of  this
   Agreement, a calculation  of the Dilution  of such  Borrower for  the
   prior month; and (i) such other reports as to the  Collateral or the
   financial condition  of  such  Borrower as  Foothill  may  reasonably
   request from time to time.  Original sales invoices evidencing  daily
   sales shall be mailed  by each Borrower to  each Account Debtor  and,
   after the  occurrence  and during  the  continuance of  an  Event  of
   Default, at  Foothill's direction,  the  invoices shall  indicate  on
   their face that the  Account has been assigned  to Foothill and  that
   all payments are to  be made directly to  Foothill.  With respect  to
   any of the foregoing documents to be delivered no later than the 16th
   day of a month, if in any month the 16th falls on a day that is not a
   Business Day, than such  documents shall be  delivered no later  than
   the next Business Day after the 16th of such month.

        6.3. Financial Statements, Reports, Certificates.

             Deliver to Foothill:  (a) as soon as available, but in  any
   event within 90 days after the end  of the last month of each  fiscal
   year, within 45  days after  the end  of the  last month  of each  of
   fiscal quarter (other than the last  quarter in any fiscal year)  and
   within 30 days after  the end of each  month during each fiscal  year
   (other than the last month of any fiscal quarter), a company prepared
   balance sheet, income statement, and statement of cash flow  covering
   each Borrower's operations  during such period;  and (b)  as soon  as
   available, but in  any event  within 90 days  after the  end of  each
   fiscal year,  financial statements  of each  Borrower for  each  such
   fiscal year,  audited  by independent  certified  public  accountants
   reasonably  acceptable  to  Foothill   and  certified,  without   any
   qualifications,  by  such  accountants  to  have  been  prepared in   
   accordance with GAAP, together with a certificate of such accountants
   addressed to  Foothill  stating that  such  accountants do  not  have
   knowledge of the existence of any Default or Event of Default.   Such
   audited financial statements  shall include a  balance sheet,  profit
   and loss statement, and statement of cash flow and, if prepared, such
   accountants' letter to management.  If a Borrower is a parent company
   of one or  more Subsidiaries, or  Affiliates, or is  a Subsidiary  or
   Affiliate of  another company,  then, in  addition to  the  financial
   statements  referred  to  above,  such  Borrower  agrees  to  deliver
   financial statements  prepared  on a  consolidating  basis so  as  to
   present such Borrower and each such related entity separately, and on
   a consolidated  basis;  provided  however,  that  such  consolidating
   financial statements are  not required to  be audited by  independent
   certified public accountants.
   <PAGE>
             Together with the above,  each Borrower also shall  deliver
   to Foothill such  Borrower's Form 10-Q  Quarterly Reports, Form  10-K
   Annual Reports, and Form 8-K Current  Reports, and any other  filings
   made by such Borrower with the Securities and Exchange Commission, if
   any, promptly following the filing thereof, or any other  information
   that is provided by such Borrower to its shareholders, and any  other
   report previously prepared by such Borrower and reasonably  requested
   by Foothill relating to the financial condition of such Borrower.

             Each month, together with the financial statements provided
   pursuant to Section 6.3(a), Multigraphics shall deliver to Foothill a
   certificate signed by its chief financial officer to the effect that:
   (i) all financial statements delivered or  caused to be delivered  to
   Foothill  hereunder  have  been  prepared  in  accordance  with  GAAP
   (except, in the case of unaudited financial statements, for the  lack
   of footnotes and being subject to quarterly adjustments and  year-end
   audit adjustments) and fairly present the financial condition of each
   Borrower, (ii) the  representations and warranties  of each  Borrower
   contained in this Agreement and the other Loan Documents are true and
   correct in  all material  respects on  and  as of  the date  of  such
   certificate, as though  made on and  as of such  date (except to  the
   extent that such representations and  warranties relate solely to  an
   earlier date), (iii) for each month that  also contains the  date on
   which a  financial  covenant in  Section  7.20  is to  be  tested,  a
   Compliance Certificate demonstrating in reasonable detail  compliance
   at the end  of such period  with the  applicable financial  covenants
   contained in Section 7.20, and (iv) on the date  of delivery of such
   certificate to Foothill there does not  exist any condition or  event
   that constitutes a Default  or Event of Default  (or, in the case  of
   clauses (i), (ii),  or (iii), to  the extent  of any  non-compliance,
   describing such  non-compliance  as  to which  he  or  she  may  have
   knowledge and  what  action the  applicable  Borrower has  taken,  is
   taking, or proposes to take with respect thereto).

             Multigraphics shall have issued written instructions to its
   independent  certified   public  accountants   authorizing  them   to
   communicate  with  Foothill  and  to  release  to  Foothill  whatever
   financial information  concerning  such Borrower  that  Foothill  may
   request.  Each Borrower hereby irrevocably authorizes and directs all
   auditors or accountants, to deliver  to Foothill, at such  Borrower's
   expense, copies  of  such  Borrower's  financial  statements,  papers
   related thereto, and other accounting records of any nature in  their
   possession, and to disclose to Foothill any information they may have
   regarding such Borrower's business affairs and financial  conditions.
   Foothill shall concurrently notify such Borrower of any such  request
   for information made to such Borrower's accountants.
   
        6.4. Tax Returns.

             Deliver  to  Foothill  copies  of  such  Borrower's  future
   federal income tax  returns, and  any amendments  thereto, within  30
   days of the filing thereof with the Internal Revenue Service.

        6.5. Guarantor Reports.
   <PAGE>
             Cause any guarantor  of any of  the Obligations to  deliver
   its annual financial  statements at the  time when Borrowers  provide
   their audited  financial statements  to Foothill  and copies  of  all
   federal income tax returns as soon  as the same are available and  in
   any event no later  than 30 days  after the same  are required to  be
   filed by law.

        6.6. Returns.

             Cause returns  and  allowances,  if any,  as  between  such
   Borrower and  its Account  Debtors to  be on  the same  basis and  in
   accordance with the  usual customary practices  of such Borrower,  as
   they exist  at  the  time  of the  execution  and  delivery  of  this
   Agreement.  If, at a time when  no Event of Default has occurred  and
   is  continuing,  any  Account  Debtor  returns  any  Inventory  to  a
   Borrower, such Borrower promptly shall determine the reason for  such
   return and,  if such  Borrower accepts  such return,  issue a  credit
   memorandum (with  a  copy to  be  sent to  Foothill  upon  Foothill's
   request) in the appropriate amount to such Account Debtor.  If, at  a
   time when an  Event of Default  has occurred and  is continuing,  any
   Account Debtor returns  any Inventory  to a  Borrower, such  Borrower
   promptly shall determine the reason for such return and, if  Foothill
   consents (which consent shall not be unreasonably withheld), issue  a
   credit memorandum  (with  a copy  to  be  sent to  Foothill)  in  the
   appropriate amount to such Account Debtor.

        6.7. Intentionally Omitted.

        6.8. Maintenance of Equipment.

             Maintain the  Equipment  in good  operating  condition  and
   repair (ordinary  wear and  tear excepted),  and make  all  necessary
   replacements thereto  so  that  the value  and  operating  efficiency
   thereof shall at all times be  maintained and preserved.  Other  than
   those items  of Equipment  that constitute  fixtures on  the  Closing
   Date, each Borrower shall use its best efforts not to permit any item
   of Equipment to become  a fixture to real  estate or an accession  to
   other property.

        6.9. Taxes.

             Cause all assessments and taxes, whether real, personal, or
   otherwise, due or payable by, or imposed, levied, or assessed against
   such Borrower  or any  of its  property to  be paid  in full,  before
   delinquency or before the expiration of any extension period,  except
   to the extent that  the validity of such  assessment or tax shall  be
   the subject of a Permitted Protest.  Each Borrower shall make due and
   timely payment  or deposit  of all  such  federal, state,  and  local
   taxes, assessments, or contributions required of it by law, except to
   the extent that the validity of  such assessment or tax shall be  the
   subject of  a Permitted  Protest, and  will  execute and  deliver  to
   Foothill,  on  demand,  appropriate  certificates  attesting  to  the
   payment thereof or deposit with respect thereto.  Each Borrower  will
   make timely payment or  deposit of all  tax payments and  withholding
   taxes required  of  it  by  applicable  laws,  including  those  laws
   concerning F.I.C.A., F.U.T.A.,  state disability,  and local,  state,
   and federal income taxes, except to  the extent that the validity  of
   <PAGE>
   such assessment or tax shall be  the subject of a Permitted  Protest, 
   and will, upon request, furnish  Foothill with proof satisfactory  to
   Foothill indicating  that such  Borrower has  made such  payments  or
   deposits.

        6.10. Insurance.

             (a)  At its expense, keep the Personal Property  Collateral
   insured against loss or damage by fire, theft, explosion, sprinklers,
   and all  other  hazards  and  risks, and  in  such  amounts,  as  are
   ordinarily insured  against by  other owners  in similar  businesses.
   Each Borrower  also  shall  maintain  business  interruption,  public
   liability, product liability, and property damage insurance  relating
   to such  Borrower's  ownership  and  use  of  the  Personal  Property
   Collateral, as well as  insurance against larceny, embezzlement,  and
   criminal misappropriation.

             (b)  At its expense, obtain  and maintain (i) insurance of
   the type necessary to insure Collateral for the full replacement cost
   thereof, against  any  loss  by  fire,  lightning,  windstorm,  hail,
   explosion,  aircraft,  smoke  damage,  vehicle  damage,  earthquakes,
   elevator collision, and other risks from time to time included  under
   "extended  coverage"  policies,  in  such  amounts  as  Foothill  may
   reasonably require, but in any event in amounts sufficient to prevent
   such Borrower from becoming a co-insurer under such policies (except
   to the extent of  deductibles and self-insurance retentions  standard
   for companies  operating  in  the  same  line  of  business  as  such
   Borrower) and (ii) insurance for such  other risks  as Foothill  may
   reasonably require.  Replacement costs, at Foothill's option, may  be
   redetermined by an  insurance appraiser,  reasonably satisfactory  to
   Foothill, not  more  frequently than  once  every 12 months at  such
   Borrower's cost.

             (c)  Intentionally Omitted.

             (d)  All such policies of insurance shall be in such  form,
   with such  companies,  and  in such  amounts  as  may  be  reasonably
   satisfactory to Foothill.   All  insurance required  herein shall  be
   written by companies which are authorized to do insurance business in
   the State  of  California.   All  hazard  insurance  and  such  other
   insurance as Foothill shall specify, shall contain a California  Form
   438BFU  (NS) mortgagee  endorsement,  or  an  equivalent  endorsement
   satisfactory  to  Foothill,  showing  Foothill  as  sole  loss  payee
   thereof, and shall contain a waiver  of warranties.  Every policy  of
   insurance referred to in this Section 6.10 shall contain an agreement
   by the insurer that  it will not cancel  such policy except after  30
   days prior  written notice  to Foothill  and  that any  loss  payable
   thereunder shall be payable notwithstanding any act or negligence  of
   either Borrower  or  Foothill  which might,  absent  such  agreement,
   result in a forfeiture of all or a part of such insurance payment and
   notwithstanding (i)  occupancy  or  use  of  any  real  property  for
   purposes more hazardous than permitted by  the terms of such  policy,
   (ii) any foreclosure or other action or proceeding taken by  Foothill
   pursuant to the Mortgages upon the happening of an Event of  Default,
   or (iii) any change in title or ownership of any real property.  Each
   Borrower shall deliver to Foothill certified copies of such  policies
   of insurance and evidence of the payment of all premiums therefor.
   <PAGE>
             (e)  Original policies or certificates thereof satisfactory
   to Foothill evidencing such insurance shall be delivered to  Foothill
   at least 30 days prior to the expiration of the existing or preceding
   policies.  Each  Borrower shall give  Foothill prompt  notice of  any
   loss covered by such insurance, and  after the occurrence and  during
   the continuance  of an  Event of  Default,  Foothill shall  have  the
   exclusive right (subject to the rights of holders of Permitted Liens)
   to  adjust  any  loss,  without  any  liability  to  either  Borrower
   whatsoever in respect of  such adjustments.   Any monies received  as
   payment for  any  loss  under  any  insurance  policy  including  the
   insurance policies mentioned  above, shall be  paid over to  Foothill
   (subject to the rights of holders  of Permitted Liens) to be  applied
   at the option of Foothill either to the prepayment of the Obligations
   without premium, in such  order or manner as  Foothill may elect,  or
   shall be disbursed  to the  applicable Borrower  under stage  payment
   terms satisfactory  to  Foothill  for  application  to  the  cost  of
   repairs, replacements, or restorations.   All repairs,  replacements,
   or restorations  shall be  effected  with reasonable  promptness  and
   shall be of  a value  at least equal  to the  value of  the items  or
   property destroyed prior  to such damage  or destruction.   Upon  the
   occurrence and  during  the  continuance  of  an  Event  of  Default,
   Foothill shall have the  right to apply all  prepaid premiums to  the
   payment of the Obligations  in such order or  form as Foothill  shall
   determine.

             (f)  Neither Borrower  shall  take out  separate  insurance
   concurrent in form  or contributing in  the event of  loss with  that
   required to be maintained under this Section 6.10, unless Foothill is
   included thereon as named insured with  the loss payable to  Foothill
   under a standard California 438BFU (NS) Mortgagee endorsement, or its
   local equivalent.   Each Borrower immediately  shall notify  Foothill
   whenever such separate insurance is taken out, specifying the insurer
   thereunder and full  particulars as  to the  policies evidencing  the
   same, and originals of such policies immediately shall be provided to
   Foothill.

        6.11. No Setoffs or Counterclaims.

             Make payments hereunder and under the other Loan  Documents
   by or on behalf of such  Borrower without setoff or counterclaim  and
   free and clear  of, and without  deduction or withholding  for or  on
   account of, any federal, state, or local taxes.

        6.12. Location of Inventory and Equipment.

             Keep the  Inventory and  Equipment  only at  the  locations
   identified on Schedule  6.12; provided, however,  that each  Borrower
   may amend Schedule  6.12 to add  a new location  of each Borrower  so
   long as such amendment occurs by written notice to Foothill prior  to
   the date on  which the Inventory  or Equipment is  moved to such  new
   location, so  long as  such new  location is  within the  continental
   United  States,  and  so  long  as,  at  the  time  of  such  written
   notification, Borrowers provide any  financing statements or  fixture
   filings  necessary  to  perfect  and  continue  perfected  Foothill's
   security interests in  such assets,  and provided  further, that  PSI
   shall be  permitted  to  ship Inventory  to  customer  locations  not
   <PAGE>
   identified on  Schedule  6.12  which will  remain  at  such  customer
   locations awaiting  installation and/or  acceptance so  long as  such
   Inventory is not included in Eligible Inventory.

        6.13. Compliance with Laws.

             Comply with the requirements of all applicable laws, rules,
   regulations, and orders of any governmental authority, including  the
   Fair Labor Standards  Act and  the Americans  With Disabilities  Act,
   other than laws,  rules, regulations, and  orders the  non-compliance
   with which,  individually or  in the  aggregate, would  not have  and
   could not reasonably be expected to have a Material Adverse Change.

        6.14. Employee Benefits.

             (a)  Promptly, and  in any  event within  10 Business  Days
   after such Borrower or any of its Subsidiaries knows or has reason to
   know that  an  ERISA Event  has  occurred that  reasonably  could  be
   expected to result in a Material Adverse Change, a written  statement
   of the chief financial officer of such Borrower describing such ERISA
   Event and any  action that is  being taking with  respect thereto  by
   such Borrower, any such Subsidiary or ERISA Affiliate, and any action
   taken or threatened by the IRS,  Department of Labor, or PBGC.   Such
   Borrower or such Subsidiary, as applicable,  shall be deemed to  know
   all facts known by the administrator of any Benefit Plan of which  it
   is the  plan  sponsor, (ii)  promptly,  and  in any  event  within  3
   Business Days after the filing thereof  with the IRS, a copy of  each
   funding waiver request filed with respect to any Benefit Plan and all
   communications received by such Borrower, any of its Subsidiaries or,
   to the knowledge of such Borrower,  any ERISA Affiliate with  respect
   to such  request, and  (iii)  promptly, and  in  any event  within  3
   Business Days after receipt by such Borrower, any of its Subsidiaries
   or, to the knowledge  of such Borrower, any  ERISA Affiliate, of  the
   PBGC's intention to  terminate a Benefit  Plan or to  have a  trustee
   appointed to administer a Benefit Plan, copies of each such notice.

             (b)  Cause to  be delivered  to Foothill,  upon  Foothill's
   request, each of the following:   (i) a copy of each Plan (or,  where
   any such plan is not in  writing, complete description thereof)  (and
   if applicable, related trust agreements or other funding instruments)
   and all amendments thereto,  all written interpretations thereof  and
   written descriptions thereof that have been distributed to  employees
   or former employees  of such Borrower  or its Subsidiaries;  (ii) the
   most recent determination letter  issued by the  IRS with respect  to
   each Benefit Plan; (iii) for the three most recent plan years, annual
   reports  on  Form  5500  Series  required   to  be  filed  with   any
   governmental agency for each Benefit Plan; (iv) all actuarial reports
   prepared for the last three plan  years for each Benefit Plan;  (v) a
   listing of all Multiemployer Plans, with the aggregate amount of  the
   most recent  annual  contributions  required to  be  made  by  either
   Borrower or any ERISA Affiliate to  each such plan and copies of  the
   collective  bargaining  agreements   requiring  such   contributions;
   (vi) any information that has been provided to either Borrower or any
   ERISA   Affiliate   regarding   withdrawal   liability   under    any
   Multiemployer Plan; and (vii) the aggregate amount of the most recent
   annual payments made to  former employees of  either Borrower or  its
   Subsidiaries under any Retiree Health Plan.
   <PAGE>
        6.15.  Leases.

             Pay when due all rents and other amounts payable under  any
   leases to which such Borrower is a party or by which such  Borrower's
   properties and assets are bound, unless such payments are the subject
   of a Permitted  Protest.  To  the extent that  either Borrower  fails
   timely to make payment of such  rents and other amounts payable  when
   due under its leases, Foothill shall be entitled, in its  discretion,
   to reserve  an  amount  equal to  such  unpaid  amounts  against  the
   Borrowing Base of such Borrower.

        6.16. Intentionally Omitted.

        6.17. Change Name.

             Provide Foothill with 15 days  prior written notice of  any
   change to such Borrower's  name, FEIN, identity,  or the addition  by
   such Borrower of any  new fictitious name;  and provide Foothill,  as
   soon as  available  thereafter,  with (a)  written  evidence  of  the
   effectiveness of the same, including without limitation, in the  case
   of a name change, evidence that such Borrower has amended each of its
   qualifications to do  business as  a foreign  corporation to  reflect
   such name change, all in form and substance satisfactory to Foothill,
   except where the failure to so  amend would not be reasonably  likely
   to cause a Material Adverse Change  and (b) any financing  statements
   or amendments  to  financing  statements  necessary  to  perfect  and
   continue perfect Foothill's security interests in the Collateral.
   
   7.   NEGATIVE COVENANTS.

             Each Borrower covenants  and agrees  that, so  long as  any
   credit hereunder shall be available and until full and final  payment
   of the Obligations,  neither Borrower will  do any  of the  following
   without Foothill's prior written consent:

        7.1. Indebtedness.

             Create, incur,  assume,  permit,  guarantee,  or  otherwise
   become or remain, directly or indirectly, liable with respect to  any
   Indebtedness, except:

             (a)  Indebtedness evidenced  by  this  Agreement,  together
   with Indebtedness  to  issuers of  letters  of credit  that  are  the
   subject of L/C Guarantees;

             (b)  Indebtedness set forth on Schedule 7.1;

             (c)  Indebtedness secured by Permitted Liens;

             (d)  Indebtedness permitted under Section 7.13; and

             (e)  refinancings, renewals, or extensions of  Indebtedness
   permitted under  clauses  (b)  and  (c)  of  this  Section  7.1  (and
   continuance or renewal of  any Permitted Liens associated  therewith)
   so long  as:  (i) the  terms  and conditions  of  such  refinancings,
   renewals, or extensions  do not  materially impair  the prospects  of
   repayment of the Obligations  by either Borrower,  (ii) the net  cash
   proceeds of such refinancings, renewals, or extensions do not  result
   <PAGE>
   in an increase in the aggregate principal amount of the  Indebtedness
   so  refinanced,  renewed,  or  extended,  (iii)  such   refinancings,
   renewals, refundings, or extensions do not result in a shortening  of
   the average  weighted maturity  of  the Indebtedness  so  refinanced,
   renewed, or extended, and (iv) to  the extent that Indebtedness  that
   is  refinanced  was   subordinated  in  right   of  payment  to   the
   Obligations, then  the  subordination  terms and  conditions  of  the
   refinancing Indebtedness must be at least as favorable to Foothill as
   those applicable to the refinanced Indebtedness.

        7.2. Liens.

             Create, incur,  assume, or  permit  to exist,  directly  or
   indirectly, any Lien  on or with  respect to any  of its property  or
   assets, of any kind, whether now owned or hereafter acquired, or  any
   income or profits  therefrom, except for  Permitted Liens  (including
   Liens that are replacements of Permitted Liens to the extent that the
   original Indebtedness is refinanced under Section 7.1(d) and so  long
   as the replacement Liens only encumber those assets or property  that
   secured the original Indebtedness).

        7.3. Restrictions on Fundamental Changes.

             Except for  transactions to  which Foothill  has  consented
   under  Section   7.13,   enter  into   any   merger,   consolidation,
   reorganization, or recapitalization, or reclassify its capital stock,
   or liquidate, wind up, or dissolve itself (or suffer any  liquidation
   or  dissolution),  or  convey,  sell,  assign,  lease,  transfer,  or
   otherwise dispose of, in one transaction or a series of transactions,
   all or any substantial part of its property or assets.

        7.4. Disposal of Assets.

             Sell, lease, assign, transfer, or otherwise dispose of  any
   of such  Borrower's properties  or assets  other  than (a)  sales  of
   Inventory to  buyers  in  the  ordinary  course  of  such  Borrower's
   businesses as currently conducted, (b) sales or other dispositions of
   obsolete or unuseful Equipment and (c) sales or other dispositions of
   other Equipment with an aggregate book  value for both Borrowers  not
   in excess of $50,000 in any fiscal year.

        7.5. Change Corporate Structure.

             Change such  Borrower's  corporate  structure  (within  the
   meaning of Section 9402(7) of the Code), except in connection with  a
   transaction to which Foothill has consented under Section 7.13.

        7.6. Guarantee.

             Guarantee or  otherwise  become  in  any  way  liable  with
   respect to the obligations of any third Person except by  endorsement
   of instruments or items of payment for deposit to the account of such
   Borrower or which are transmitted or turned over to Foothill.

        7.7. Nature of Business.

             Make any change in the principal nature of such  Borrower's
   business.
   <PAGE>
        7.8. Prepayments and Amendments.

             (a)  Except in connection with  a refinancing permitted  by
   Section  7.1(d),  prepay,  redeem,  retire,  defease,  purchase,   or
   otherwise acquire any Indebtedness owing  to any third Person,  other
   than the Obligations in accordance with this Agreement, and

             (b)  Directly  or   indirectly,   amend,   modify,   alter,
   increase, or change any of the terms or conditions of any  agreement,
   instrument, document,  indenture, or  other  writing evidencing    or
   concerning Indebtedness permitted under Sections 7.1(b), (c), or (d).

        7.9. Change of Control.

             Cause, permit,  or  suffer,  directly  or  indirectly,  any
   Change of Control.

        7.10. Consignments.

             Consign any Inventory of Multigraphics or PSI in excess  of
   aggregate amounts equal to $1,300,000 and $300,000, respectively,  at
   any time or sell any Inventory on bill and hold, sale or return, sale
   on approval, or other conditional terms of sale.

        7.11. Distributions.

             Make any distribution or declare  or pay any dividends  (in
   cash or other property,  other than capital  stock) on, or  purchase,
   acquire, redeem, or retire any of  such Borrower's capital stock,  of
   any class,  whether now  or hereafter  outstanding, except  that  PSI
   shall be permitted  to declare and  pay dividends in  respect of  its
   capital stock to Multigraphics, so long as and to the extent that (a)
   no Event of Default is then  in existence or would be caused  thereby
   and (b) such  dividend would  be permitted  to be  declared and  paid
   under applicable law.

        7.12. Accounting Methods.

             Modify or change  its method of  accounting or enter  into,
   modify, or terminate any agreement currently existing, or at any time
   hereafter entered  into  with  any third  party  accounting  firm  or
   service bureau  for the  preparation or  storage of  such  Borrower's
   accounting records  without said  accounting firm  or service  bureau
   agreeing to provide Foothill information regarding the Collateral  or
   such Borrower's financial condition.  Each Borrower waives the  right
   to assert a confidential relationship, if  any, it may have with  any
   accounting firm or service bureau in connection with any  information
   requested  by  Foothill  pursuant  to  or  in  accordance  with  this
   Agreement, and agrees  that Foothill  may contact  directly any  such
   accounting  firm  or   service  bureau  in   order  to  obtain   such
   information.

        7.13. Investments.

             Directly  or  indirectly  make,   acquire,  or  incur   any
   liabilities (including contingent obligations)  for or in  connection
   with (a) the acquisition of the  securities (whether debt or  equity)
   <PAGE>
   of, or other interests in, a Person, (b) except in connection with  a
   transaction to which Foothill has consented  under clause (a) or  (c)
   of this  Section 7.13,  loans,  advances, capital  contributions,  or
   transfers  of   property  to   a  Person;   provided  however,   that
   Multigraphics shall be permitted to make capital contributions and/or
   loans to PSI so long as no Event  of Default is then in existence  or
   would be  caused thereby,  and provided  further, that  PSI shall  be
   permitted to make loans to Multigraphics  so long as (i) no Event  of
   Default is then in existence or would be caused thereby and (ii) such
   loan could have  been characterized as  a dividend  which would  have
   been permitted to be  declared and paid under  applicable law if  PSI
   had chosen to do so (c)  the acquisition of all or substantially  all
   of the properties or assets of a Person or (d) Permitted Investments.
   Foothill shall not unreasonably withhold its consent to a request  by
   either Borrower to take any action prohibited under clause (a) or (c)
   above.

        7.14. Transactions with Affiliates.

             Except as  described on  Schedule 7.14  or permitted  under
   Sections 7.11 or 7.13, directly or indirectly enter into or permit to
   exist any material transaction with any Affiliate of either  Borrower
   except for  transactions that  are in  the  ordinary course  of  such
   Borrower's business, upon fair and  reasonable terms, that are  fully
   disclosed to  Foothill,  and  that are  no  less  favorable  to  such
   Borrower than would be obtained in an arm's length transaction with a
   non-Affiliate.

        7.15. Suspension.

             Suspend or go out of a substantial portion of its business.

        7.16. Intentionally Omitted.

        7.17. Use of Proceeds.

             Use the  proceeds of  the Advances  and Letters  of  Credit
   issued made hereunder for any purpose other than, consistent with the
   terms and  conditions  hereof,  its lawful  and  permitted  corporate
   purposes, including without limitation to provide for ongoing working
   capital and letter of  credit needs of such  Borrower and to  finance
   acquisitions to which Foothill has consented under Section 7.13.

       7.18. Change in Location of Chief Executive Office.

             Relocate its  chief  executive  office to  a  new  location
   without providing  30  days  prior written  notification  thereof  to
   Foothill and so long  as, at the time  of such written  notification,
   Borrowers  provide  any  financing  statements  or  fixture   filings
   necessary to  perfect  and  continue  perfected  Foothill's  security
   interests.
   
       7.19. No Prohibited Transactions Under ERISA. 

             Directly or indirectly:
   <PAGE>
             (a)   engage, or permit any Subsidiary of either Borrower to
   engage, in any prohibited transaction  which is reasonably likely  to
   result in a civil penalty or excise tax described in Sections 406 of
   ERISA or 4975 of the IRC for which a statutory or class exemption is
   not available or a private exemption has not been previously obtained
   from the Department of Labor;

             (b)  permit to exist with respect  to any Benefit Plan  any
   accumulated funding deficiency (as  defined in Sections 302 of ERISA
       412 of the IRC), whether or not waived;   and

             (c)  fail, or permit any  Subsidiary of either Borrower  to
   fail, to pay timely required contributions or annual installments due
   with respect to any waived funding deficiency to any Benefit Plan;

             (d)  terminate, or permit any Subsidiary of either Borrower  
   to terminate, any Benefit Plan where  such event would result in  any
   liability of  such Borrower,  any of  its Subsidiaries  or any  ERISA
   Affiliate under Title IV of ERISA;

             (e)  fail, or permit any  Subsidiary of either Borrower  to
   fail,  to  make   any  required  contribution   or  payment  to   any
   Multiemployer Plan;

             (f)  fail, or permit any  Subsidiary of either Borrower  to
   fail, to pay any required installment  or any other payment  required
   under Section 412 of  the IRC  on or  before the  due date  for such
   installment or other payment;

             (g)  amend, or permit any Subsidiary of either Borrower  to
   amend, a Plan resulting in an  increase in current liability for  the
   plan year  such  that  either  Borrower,  any  Subsidiary  of  either
   Borrower or any ERISA  Affiliate is required  to provide security  to
   such Plan under Section 401(a)(29) of the IRC; or

             (h)  withdraw, or permit any Subsidiary of either  Borrower
   to withdraw, from  any Multiemployer  Plan where  such withdrawal  is
   reasonably likely to result in any liability of any such entity under
   Title IV of ERISA;

   which, individually or  in the  aggregate, results  in or  reasonably
   would be expected to result in  a claim against or liability of  each
   Borrower, any of its Subsidiaries or any ERISA Affiliate in excess of
   $300,000.

        7.20.  Financial Covenants.          

             Fail to maintain:

           (a)    Net Worth.    Net Worth  of  at least  the  applicable
   amount set forth below as of each date set forth below:
   <PAGE>
                        Date                    Net Worth

             The last day of the second      (-$13,500,000)
             quarter of the 1998 fiscal
             year

             The last day of the third       (-$13,200,000)
             quarter of the 1998 fiscal
             year 
             
             The last day of the fourth      (-$12,500,000)
             quarter of the 1998 fiscal
             year

             The last day of the first       (-$12,000,000)
             quarter of the 1999 fiscal
             year

             The last day of the second      (-$11,500,000)
             quarter of the 1999 fiscal
             year

             The last day of the third       (-$11,000,000)
             quarter of the 1999 fiscal
             year

             The last day of the fourth      (-$10,000,000)
             quarter of the 1999 fiscal
             year and the last day of
             each fiscal quarter
             thereafter

          (b)     Working Capital.  Working Capital  of  at  least   (i)
   (-$12,500,000), measured the last day of the second fiscal quarter of
   the 1998 fiscal year, (ii) (-$12,000,000), measured on the last  day
   of the  third fiscal quarter of the 1998 fiscal year, the last day of
   the fourth fiscal quarter of the 1998 fiscal year and the last day of
   the  first   fiscal  quarter   of  the   1999  fiscal   year,   (iii)
   (-$11,500,000), measured on the last day of the second fiscal quarter
   of the 1999 fiscal  year, (iv) (-$11,000,000), measured on  the last
   day of  the third  fiscal quarter  of the  1999 fiscal  year and  (v)
   $10,500,000), measured on the last day of the fourth fiscal quarter    
   of the  1999 fiscal  year and  the last  day of  each fiscal  quarter
   thereafter.

        7.21. Capital Expenditures.         

             Make capital expenditures in any  fiscal year in excess  of
   $600,000 in the aggregate for both Borrowers.

        7.22. Subsidiary Activities.

             Except for the activities, assets and liabilities of PSI as
   a  subsidiary  of  Multigraphics,  permit  any  of  such   Borrower's
   Subsidiaries to  conduct any  material business  operations, own  any
   material assets or have any material liabilities.
   <PAGE>
   8.  EVENTS OF DEFAULT.     

             Any one or more of the following events shall constitute an
   event of default (each, an "Event of Default") under this Agreement:

        8.1. If either Borrower  fails to pay  when due  and payable  or
   when declared due and payable, any  portion of the Obligations  other
   than principal (including any interest which, but for the  provisions
   of the Bankruptcy Code, would have accrued on such amounts), and such
   failure continues for 3 days thereafter; or if either Borrower  fails
   to pay when due  and payable, or when  declared due and payable,  any
   portion of the Obligations consisting of principal;

        8.2. If either Borrower fails to  perform, keep, or observe  any
   term, provision, condition, covenant,  or agreement contained in  (a)
   Section 6.2 of this Agreement and  such failure continues for 5  days
   thereafter, (b) any  of Section 6.4,  6.5, 6.9, 6.12,  6.13, 6.14  or
   6.15 of  this  Agreement  and such  failure  continues  for  15  days
   thereafter or (c) any other section of this Agreement, of any of  the
   Loan Documents, or of any other  present or future agreement  between
   either Borrower and Foothill;

        8.3. If there is a Material Adverse Change;

        8.4. If any material portion of either Borrower's properties  or
   assets is attached, seized, subjected to a writ or distress  warrant,
   or is levied upon, or comes into the possession of any third Person;

        8.5. If  an  Insolvency  Proceeding   is  commenced  by   either
   Borrower;

        8.6. If an  Insolvency Proceeding  is commenced  against  either
   Borrower and any of  the following events  occur:  (a) such Borrower
   consents to the institution of the Insolvency Proceeding against  it;
   (b) the petition commencing the  Insolvency Proceeding is not  timely
   controverted; (c) the petition commencing  the Insolvency Proceeding
   is not dismissed within  45 calendar days of  the date of the  filing
   thereof; provided, however, that, during the pendency of such period,
   Foothill shall  be  relieved  of  its  obligation  to  extend  credit
   hereunder; (d) an interim trustee is appointed to take possession of
   all or a substantial  portion of the properties  or assets of, or  to
   operate all  or any  substantial portion  of  the business  of,  such
   Borrower; or  (e) an order  for  relief shall  have  been issued  or
   entered therein;

        8.7. If either Borrower is enjoined,  restrained, or in any  way
   prevented by  court  order from  continuing  to conduct  all  or  any
   material part of its business affairs;

        8.8. If a notice of  Lien, levy, or assessment  in an amount  in
   excess of $100,000 or in respect of payroll taxes is filed of  record
   with respect to any of either Borrower's properties or assets by  the
   United   States   Government,   or   any   department,   agency,   or
   instrumentality thereof,  or  by  any state,  county,  municipal,  or
   governmental agency, or if any taxes or debts owing at any time in an
   amount in  excess of  $100,000  in the  aggregate  or in  respect  of
   payroll taxes hereafter to any one or more of such entities becomes a
   Lien, whether  choate or  otherwise, upon  any of  either  Borrower's
   <PAGE>
   properties or assets  and the same  is not paid  on the payment  date
   thereof, in each case, whether  or not the same  is (a) subject to  a
   Permitted Protest, (b)  constitutes a Permitted  Lien or  (c) is  the
   subject of a reserve under Section 2.1(b).

        8.9. If a judgment  or other  claim in  an amount  in excess  of
   $1,000,000 becomes a Lien or encumbrance  upon any portion of  either
   Borrower's properties  or assets,  other than  any such  judgment  or
   claim that  has  been vacated,  stayed,  discharged or  fully  bonded
   pending appeal  or is  insured (and  Foothill is  satisfied that  the
   insurer will not  challenge its liability  with respect thereto),  so
   long as the uninsured portion thereof does not exceed $1,000,000,  in
   each case  whether or  not the  same is  (a) subject  to a  Permitted
   Protest, (b) constitutes a Permitted Lien or (c) is the subject of  a
   reserve under Section 2.1(b).

        8.10. If there is a  default in any  material agreement to  which
   either Borrower is a  party with one or  more third Persons and  that
   evidences or secures Indebtedness in  excess of $1,000,000, and  such
   default  (a)  occurs  at  the  final  maturity  of  the   obligations
   thereunder, or  (b)  results in  a  right by  such  third  Person(s),
   irrespective of  whether exercised,  to  accelerate the  maturity  of
   either Borrower's obligations thereunder;

        8.11. If  either  Borrower  makes  any  payment  on  account   of
   Indebtedness that  has been  contractually subordinated  in right  of
   payment to the payment of the Obligations, except to the extent  such
   payment is permitted  by the  terms of  the subordination  provisions
   applicable to such Indebtedness;

        8.12. If any  material misstatement  or misrepresentation  exists
   now or  hereafter  in  any warranty,  representation,  statement,  or
   report made to Foothill by either Borrower or any officer,  employee,
   agent, or  director  of either  Borrower,  or if  any  such  material
   warranty or representation is withdrawn; or

        8.13. If the obligation  of any guarantor  under its guaranty  or
   other Loan Document is limited or  terminated by operation of law  or
   by the guarantor thereunder or any such guarantor becomes the subject
   of an Insolvency Proceeding.

   9.   FOOTHILL'S RIGHTS AND REMEDIES.

        9.1. Rights and Remedies.

             Upon the  occurrence, and  during the  continuation, of  an
   Event of Default Foothill may, at its election, without notice of its
   election and without demand, do any one or more of the following, all
   of which are authorized by each Borrower:

             (a)  Declare all  Obligations,  whether evidenced  by  this
   Agreement,  by  any  of  the  other  Loan  Documents,  or  otherwise,
   immediately due and payable;

             (b)  Cease advancing money  or extending credit  to or  for
   the benefit of each Borrower under  this Agreement, under any of  the
   Loan Documents, or  under any other  agreement between such  Borrower
   and Foothill;
   <PAGE>
             (c)  Terminate this  Agreement and  any of  the other  Loan
   Documents as to any future liability  or obligation of Foothill,  but
   without affecting  Foothill's rights  and security  interests in  the
   Personal Property  Collateral or  the  Real Property  Collateral  and
   without affecting the Obligations;

             (d)  Settle or  adjust disputes  and claims  directly  with
   Account Debtors for amounts and  upon terms which Foothill  considers
   advisable, and in  such cases,  Foothill will  credit the  applicable
   Borrower's Loan  Account  with  only  the  net  amounts  received  by
   Foothill in payment of such disputed Accounts of such Borrower  after
   deducting all Foothill  Expenses incurred or  expended in  connection
   therewith;

             (e)  Cause each Borrower to hold all returned Inventory  in
   trust for Foothill, segregate all  returned Inventory from all  other
   property of  such  Borrower  or in  such  Borrower's  possession  and
   conspicuously label  said  returned  Inventory  as  the  property  of
   Foothill;

             (f)  Without notice to  or demand upon  either Borrower  or
   any guarantor,  make  such payments  and  do such  acts  as  Foothill
   considers necessary or reasonable  to protect its security  interests
   in the  Personal  Property  Collateral.    Each  Borrower  agrees  to
   assemble the Personal  Property Collateral if  Foothill so  requires,
   and to make the Personal Property Collateral available to Foothill as
   Foothill may designate.  Each  Borrower authorizes Foothill to  enter
   the premises where  the Personal Property  Collateral is located,  to
   take and maintain possession of the Personal Property Collateral,  or
   any part of  it, and  to pay,  purchase, contest,  or compromise  any
   encumbrance, charge, or Lien that in Foothill's determination appears
   to conflict  with its  security interests  and  to pay  all  expenses
   incurred in  connection  therewith.   With  respect to  any  of  each
   Borrower's owned  or leased  premises,  each Borrower  hereby  grants
   Foothill a license to enter into  possession of such premises and  to
   occupy the  same,  without  charge,  in  order  to  exercise  any  of
   Foothill's rights or remedies provided herein, at law, in equity,  or
   otherwise, but only to  the extent not  prohibited by any  applicable
   lease or Collateral Access Agreement;

             (g)  Without notice to either  Borrower (such notice  being
   expressly waived),  and  without  constituting  a  retention  of  any
   collateral in satisfaction  of an obligation  (within the meaning  of
   Section 9505 of the Code), set  off and apply to the Obligations  any
   and all (i) balances and deposits  of each Borrower held by  Foothill
   (including any amounts  received in  the Lockbox  Accounts), or  (ii)
   indebtedness at any time owing to or for the credit or the account of
   such Borrower's held by Foothill;

             (h)  Hold, as  cash collateral,  any and  all balances  and
   deposits of each Borrower held by Foothill, and any amounts  received
   in the Lockbox Accounts,  to secure the full  and final repayment  of
   all of the Obligations;

             (i)  Ship,  reclaim,  recover,  store,  finish,   maintain,
   repair, prepare for sale, advertise for sale, and sell (in the manner
   provided for herein) the Personal  Property Collateral.  Foothill  is
   hereby granted a license or other right to use, without charge,  each
   <PAGE>
   Borrower's labels, patents,  copyrights, rights of  use of any  name,
   trade  secrets,   trade  names,   trademarks,  service   marks,   and
   advertising matter,  or  any property  of  a similar  nature,  as  it
   pertains  to  the   Personal  Property   Collateral,  in   completing
   production  of,  advertising  for  sale,  and  selling  any  Personal
   Property Collateral and each Borrower's rights under all licenses and
   all franchise agreements shall inure to Foothill's benefit;

             (j)  Sell the  Personal  Property Collateral  at  either  a
   public or private sale, or both, by  way of one or more contracts  or
   transactions, for cash or on terms, in such manner and at such places
   (including  each  Borrower's  premises)  as  Foothill  determines  is
   commercially reasonable.    It is  not  necessary that  the  Personal
   Property Collateral be present at any such sale;

             (k)  Foothill shall give notice  of the disposition of  the
   Personal Property Collateral as follows:

                  (i)  Foothill  shall  give  Borrowers  and   each
             holder of a security interest in the Personal Property
             Collateral who  has  filed  with  Foothill  a  written
             request for notice,  a notice in  writing of the  time
             and place of public sale, or, if the sale is a private
             sale or  some other  disposition other  than a  public
             sale  is  to   be  made  of   the  Personal   Property
             Collateral, then  the  time  on  or  after  which  the
             private sale or other disposition is to be made;

                  (ii) The notice shall be personally delivered  or
             mailed, postage prepaid, to  Borrowers as provided  in
             Section 12, at least 5 days before the date fixed  for
             the sale, or  at least 5  days before the  date on  or
             after which the private  sale or other disposition  is
             to be made; no notice needs  to be given prior to  the
             disposition of any  portion of  the Personal  Property
             Collateral that is perishable or threatens to  decline
             speedily in value  or that  is of  a type  customarily
             sold on a recognized market.  Notice to Persons  other
             than Borrowers claiming  an interest  in the  Personal
             Property Collateral shall be sent to such addresses as
             they have furnished to Foothill;
             
             (iii) If the sale is to be a public sale, Foothill
             also shall  give  notice  of the  time  and  place  by
             publishing a notice  one time at  least 5 days  before
             the date  of  the  sale  in  a  newspaper  of  general
             circulation in the county in which  the sale is to  be
             held, or as is otherwise required by the Code;

             (l)  Foothill may  credit bid  and purchase  at any  public
   sale; and

             (m)  Any deficiency that  exists after  disposition of  the
   Personal  Property  Collateral  as   provided  above  will  be   paid
   immediately by the applicable Borrower.  Any excess will be returned,
   without interest  and subject  to the  rights  of third  Persons,  by
   Foothill to the applicable Borrower.
   <PAGE>
        9.2. Remedies Cumulative.

             Foothill's rights and  remedies under  this Agreement,  the
   Loan  Documents,  and  all  other  agreements  shall  be  cumulative.
   Foothill shall have  all other rights  and remedies not  inconsistent
   herewith as  provided under  the Code,  by  law, or  in equity.    No
   exercise by  Foothill of  one  right or  remedy  shall be  deemed  an
   election, and no waiver by Foothill of any Event of Default shall  be
   deemed a continuing waiver.  No delay by Foothill shall constitute  a
   waiver, election, or acquiescence by it.

   10.  TAXES AND EXPENSES.

             If either Borrower fails to pay any monies (whether  taxes,
   assessments, insurance premiums, or, in the case of leased properties
   or assets, rents or other amounts  payable under such leases) due  to
   third Persons, or fails to make any deposits or furnish any  required
   proof of payment or deposit, all as required under the terms of  this
   Agreement, then, to  the extent that  Foothill reasonably  determines
   that such failure by such Borrower could result in a Material Adverse
   Change,  in  its  discretion  and  without  prior  notice  to  either
   Borrower, Foothill may  do any  or all of  the following:   (a)  make
   payment of the  same or any  part thereof; (b)  set up such  reserves
   under Section 2.1(b) as Foothill deems necessary to protect  Foothill
   from the exposure created by such failure; or (c) obtain and maintain
   insurance policies of the  type described in  Section 6.10, and  take
   any action with respect to such  policies as Foothill deems  prudent.
   Any such amounts paid by Foothill shall constitute Foothill Expenses.
   Foothill agrees to provide Borrowers with  prompt notice of any  such
   action taken by Foothill.  Any  such payments made by Foothill  shall
   not constitute an agreement by Foothill  to make similar payments  in
   the future or a waiver by Foothill of any Event of Default under this
   Agreement.  Foothill need not inquire as to, or contest the  validity
   of, any  such expense,  tax, or  Lien and  the receipt  of the  usual
   official notice for the payment thereof shall be conclusive  evidence
   that the same was validly due and owing.

   11.  WAIVERS; INDEMNIFICATION.

        11.1. Demand; Protest; etc.

             Each Borrower waives  demand, protest,  notice of  protest,
   notice of  default or  dishonor, notice  of payment  and  nonpayment,
   nonpayment at maturity,  release, compromise, settlement,  extension,
   or renewal of  accounts, documents, instruments,  chattel paper,  and
   guarantees at any time held by Foothill on which such Borrower may in
   any way be liable.
   
        11.2. Foothill's Liability for Collateral.

             So long as Foothill complies with its obligations, if  any,
   under Section 9207  of the  Code, Foothill shall  not in  any way  or
   manner be liable  or responsible  for:   (a) the  safekeeping of  the
   Collateral; (b) any loss  or damage thereto  occurring or arising  in
   any manner or fashion from any cause; (c) any diminution in the value
   thereof; or  (d) any  act or  default of  any carrier,  warehouseman,
   bailee, forwarding  agency,  or other  Person.   All  risk  of  loss,
   damage, or destruction of the Collateral shall be borne by Borrowers.
   <PAGE>
        11.3. Indemnification.

             Borrowers  shall  jointly  and  severally  pay,  indemnify,
   defend, and  hold Foothill  and its  officers, directors,  employees,
   counsel,  agents,  and   attorneys-in-fact  (each,  an   "Indemnified
   Person") harmless (to the fullest extent  permitted by law) from  and
   against any and all claims, demands, suits, actions,  investigations,
   proceedings, and  damages,  and  all reasonable  attorneys  fees  and
   disbursements and  other  costs  and expenses  actually  incurred  in
   connection therewith (as and when they are incurred and  irrespective
   of whether suit is  brought), at any  time asserted against,  imposed
   upon, or incurred by any of them in connection with or as a result of
   or related to the execution, delivery, enforcement, performance,  and
   administration of this Agreement and any other Loan Documents or  the
   transactions  contemplated   herein,   and  with   respect   to   any
   investigation, litigation, or proceeding  related to this  Agreement,
   any other Loan  Document, or the  use of the  proceeds of the  credit
   provided hereunder (irrespective of whether any Indemnified Person is
   a party thereto), or any act, omission, event or circumstance in  any
   manner  related  thereto  (all   the  foregoing,  collectively,   the
   "Indemnified  Liabilities").    Neither   Borrower  shall  have   any
   obligation to any  Indemnified Person  under this  Section 11.3  with
   respect to  any  Indemnified  Liability that  a  court  of  competent
   jurisdiction finally  determines  to  have resulted  from  the  gross
   negligence or willful  misconduct of such  Indemnified Person.   This
   provision shall survive  the termination  of this  Agreement and  the
   repayment of the Obligations.

   12.  NOTICES.

             Unless otherwise provided in this Agreement, all notices or
   demands by any  party relating to  this Agreement or  any other  Loan
   Document shall be in writing and (except for financial statements and
   other informational documents which may be sent by first-class  mail,
   postage prepaid) shall be personally delivered or sent by  registered
   or  certified  mail  (postage  prepaid,  return  receipt  requested),
   overnight courier, or telefacsimile to a Borrower or to Foothill,  as
   the case may be, at its address set forth below:
   <PAGE>
             If to Multigraphics:  MULTIGRAPHICS, INC.
                                   431 Lakeview Court
                                   Mount Prospect, Illinois
                                   60056Attn:  Chief Financial
                                   Officer
                                   Fax No.  (847) 375-1810

             with copies to:       SIDLEY & AUSTIN
                                   One First National Plaza
                                   Chicago, Illinois  60603
                                   Attn:  Bryan Krakauer, Esq.
                                   Fax No.:  (312) 853-7036

             If to PSI:            PUBLISHING SOLUTIONS, INC.
                                   80 Summit Street
                                   Suite 110
                                   Akron, Ohio  44308
                                   Attn:  Chief Financial Officer
                                   Fax No. (330) 253-2186

             with copies to:       SIDLEY & AUSTIN
                                   One First National Plaza
                                   Chicago, Illinois  60603
                                   Attn:  Bryan Krakauer, Esq.
                                   Fax No.:  (312) 853-7036

             If to Foothill:       FOOTHILL CAPITAL CORPORATION
                                   11111 Santa Monica Boulevard
                                   Suite 1500
                                   Los Angeles, California  90025-
                                   3333
                                   Attn:  Business Finance Division
                                   Manager
                                   Fax No.:  (310) 478-9788

             with copies to:       GOLDBERG, KOHN, BELL, BLACK,
                                     ROSENBLOOM & MORITZ, LTD.
                                   55 East Monroe Street
                                   Suite 3700
                                   Chicago, Illinois  60603
                                   Attn:  David L. Dranoff, Esq.
                                   Fax No.:  (312) 332-2196

             The parties hereto may change the address at which they are
   to receive notices hereunder, by notice  in writing in the  foregoing
   manner given to the other.  All notices or demands sent in accordance
   with this Section 12,  other than notices  by Foothill in  connection
   with Sections 9504 or 9505 of  the Code, shall be deemed received  on
   the earlier of the date of actual receipt or 3 days after the deposit
   thereof in  the mail.   Each  Borrower acknowledges  and agrees  that
   notices sent by Foothill in connection with Sections 9504 or 9505  of
   the Code  shall  be  deemed  sent  when  deposited  in  the  mail  or
   personally  delivered,  or,  where  permitted  by  law,   transmitted
   telefacsimile or other similar method set forth above.
   <PAGE>
   13.  CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

             THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
   (UNLESS EXPRESSLY  PROVIDED  TO  THE  CONTRARY  IN  AN  ANOTHER  LOAN
   DOCUMENT), THE CONSTRUCTION,  INTERPRETATION, AND ENFORCEMENT  HEREOF
   AND THEREOF, AND THE  RIGHTS OF THE PARTIES  HERETO AND THERETO  WITH
   RESPECT TO ALL  MATTERS ARISING  HEREUNDER OR  THEREUNDER OR  RELATED
   HERETO OR  THERETO  SHALL  BE  DETERMINED  UNDER,  GOVERNED  BY,  AND
   CONSTRUED IN ACCORDANCE  WITH THE LAWS  OF THE  STATE OF  CALIFORNIA.
   THE  PARTIES  AGREE  THAT  ALL  ACTIONS  OR  PROCEEDINGS  ARISING  IN
   CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL  BE
   TRIED AND LITIGATED ONLY IN THE  STATE AND FEDERAL COURTS LOCATED  IN
   THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA OR, AT THE SOLE OPTION
   OF FOOTHILL,  IN ANY  OTHER COURT  IN WHICH  FOOTHILL SHALL  INITIATE
   LEGAL  OR  EQUITABLE  PROCEEDINGS   AND  WHICH  HAS  SUBJECT   MATTER
   JURISDICTION OVER THE MATTER IN CONTROVERSY.   EACH OF EACH  BORROWER
   AND FOOTHILL WAIVES,  TO THE EXTENT  PERMITTED UNDER APPLICABLE  LAW,
   ANY RIGHT  EACH  MAY  HAVE  TO  ASSERT  THE  DOCTRINE  OF  FORUM  NON
   CONVENIENS OR TO  OBJECT TO  VENUE TO  THE EXTENT  ANY PROCEEDING  IS
   BROUGHT IN  ACCORDANCE  WITH THIS  SECTION  13.   EACH  BORROWER  AND
   FOOTHILL HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF  ANY
   CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN
   DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN,  INCLUDING
   CONTRACT CLAIMS, TORT CLAIMS,  BREACH OF DUTY  CLAIMS, AND ALL  OTHER
   COMMON LAW OR STATUTORY CLAIMS.   EACH OF EACH BORROWER AND  FOOTHILL
   REPRESENTS THAT IT HAS  REVIEWED THIS WAIVER  AND EACH KNOWINGLY  AND
   VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION  WITH
   LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS  AGREEMENT
   MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

   14.  DESTRUCTION OF BORROWER'S DOCUMENTS.

             All documents, schedules, invoices, agings, or other papers
   delivered to Foothill may  be destroyed or  otherwise disposed of  by
   Foothill 4  months  after  they  are  delivered  to  or  received  by
   Foothill, unless a Borrower requests, in writing, the return of  said
   documents, schedules, or other papers and makes arrangements, at such
   Borrower's expense, for their return.

   15.  GENERAL PROVISIONS.

        15.1. Effectiveness.

             This Agreement shall be  binding and deemed effective  when
   executed by each Borrower and Foothill.

        15.2. Successors and Assigns.

             This Agreement shall bind and inure  to the benefit of  the
   respective successors and assigns of  each of the parties;  provided,
   however, that  neither  Borrower may  assign  this Agreement  or  any
   rights or duties hereunder  without Foothill's prior written  consent
   and any prohibited assignment shall be absolutely void.  Foothill (a)
   may assign this Agreement and its rights and duties hereunder and  no
   consent or approval by either Borrower is required in connection with
   any such  assignment and  (b) reserves  the  right to  sell,  assign,
   transfer, negotiate, or grant participations in  all or any part  of,
   <PAGE>
   or any interest in Foothill's rights and benefits hereunder; provided
   that without  either  Borrower's prior  consent  (which will  not  be
   unreasonably withheld) (i) Foothill  will retain at least  $5,000,000
   of the commitments evidenced by this Agreement and (ii) no more  than
   3 Persons (including Foothill) will hold interests (either by way  of
   assignment or participation), in this Agreement and the  Obligations.
   In connection with any such assignment or participation, Foothill may
   disclose  all  documents  and  information  which  Foothill  now   or
   hereafter may have relating to  either Borrower or either  Borrower's
   business.   To  the  extent that  Foothill  assigns  its  rights  and
   obligations hereunder to a third Person  as provided in this  Section
   15.2, Foothill  thereafter  shall  be  released  from  such  assigned
   obligations to  each  Borrower and  such  assignment shall  effect  a
   novation between Borrowers and such third Person.

        15.3. Section Headings.

             Headings  and  numbers  have  been  set  forth  herein  for
   convenience only.  Unless the contrary  is compelled by the  context,
   everything contained in each section  applies equally to this  entire
   Agreement.

        15.4. Interpretation.

             Neither this  Agreement nor  any uncertainty  or  ambiguity
   herein shall  be construed  or resolved  against Foothill  or  either
   Borrower, whether under any  rule of construction  or otherwise.   On
   the contrary, this  Agreement has been  reviewed by  all parties  and
   shall be construed and interpreted according to the ordinary  meaning
   of the  words  used so  as  to  fairly accomplish  the  purposes  and
   intentions of all parties hereto.
   
       15.5. Severability of Provisions.

             Each provision of  this Agreement shall  be severable  from
   every  other  provision  of  this   Agreement  for  the  purpose   of
   determining the legal enforceability of any specific provision.

       15.6. Amendments in Writing.

             This Agreement can only be amended  by a writing signed  by
   both Foothill and each Borrower.

       15.7. Counterparts; Telefacsimile Execution.

             This  Agreement   may  be   executed  in   any  number   of
   counterparts and by different parties on separate counterparts,  each
   of which,  when executed  and delivered,  shall be  deemed to  be  an
   original, and all of which, when taken together, shall constitute but
   one and the same Agreement.   Delivery of an executed counterpart  of
   this Agreement  by telefacsimile  shall be  equally as  effective  as
   delivery of an original executed counterpart of this Agreement.   Any
   party  delivering  an  executed  counterpart  of  this  Agreement  by
   telefacsimile also shall deliver an original executed counterpart  of
   this Agreement  but  the  failure to  deliver  an  original  executed
   counterpart  shall  not  affect  the  validity,  enforceability,  and
   binding effect of this Agreement.
   <PAGE>
        15.8. Revival and Reinstatement of Obligations.

             If the incurrence or payment  of the Obligations by  either
   Borrower or  any guarantor  of the  Obligations  or the  transfer  by
   either or both of such parties to Foothill of any property of  either
   or both  of  such  parties should  for  any  reason  subsequently  be
   declared to  be void  or  voidable under  any  state or  federal  law
   relating to creditors' rights, including provisions of the Bankruptcy
   Code relating  to  fraudulent  conveyances,  preferences,  and  other
   voidable or recoverable  payments of money  or transfers of  property
   (collectively, a "Voidable Transfer"), and if Foothill is required to
   repay or restore, in whole or in part, any such Voidable Transfer, or
   elects to do so upon the  reasonable advice of its counsel, then,  as
   to any such Voidable Transfer, or the amount thereof that Foothill is
   required or elects  to repay  or restore,  and as  to all  reasonable
   costs, expenses, and attorneys fees of Foothill related thereto,  the
   liability of such Borrower or  such guarantor automatically shall  be
   revived, reinstated,  and restored  and shall  exist as  though  such
   Voidable Transfer had never been made.

        15.9. Integration.

             This Agreement,  together with  the other  Loan  Documents,
   reflects the entire understanding of the parties with respect to  the
   transactions contemplated  hereby and  shall not  be contradicted  or
   qualified by any other  agreement, oral or  written, before the  date
   hereof.

        15.10. Confidentiality.

             Foothill agrees that it will not disclose without the prior
   consent of  each Borrower  (other than  to its  employees,  auditors,
   counsel or  other professional  advisors or  to its  Affiliates)  any
   information with  respect  to  either  Borrower  which  is  furnished
   pursuant to this Agreement; provided, that Foothill may disclose  any
   such information (a) as has become generally available to the public,
   (b) as  may  be  required  in  any  report,  statement  or  testimony
   submitted to any municipal, state  or Federal regulatory body  having
   or claiming  to have  jurisdiction over  Foothill or  to the  Federal
   Reserve Board or the Federal Deposit Insurance Corporation or similar
   organizations (whether in  the United States  or elsewhere) or  their
   successors, (c) as  may be  required in  response to  any summons  or
   subpoena  or  in  connection  with  any  litigation,  to  the  extent
   permitted or deemed advisable by counsel, (d) in order to comply with
   any law, order, regulation or ruling  applicable to Foothill and  (e)
   to any  prospective  permitted  transferee  in  connection  with  any
   contemplated transfer  by  Foothill  of  all  or  a  portion  of  the
   commitments  evidenced  by  this   Agreement  (provided,  that   such
   prospective permitted transferee executes an agreement with  Foothill
   containing provisions substantially identical  to those contained  in
   this Section 15.10).
   <PAGE>
        15.11. Guaranty.

             (a)  Borrowers  acknowledge  that  they  are  jointly   and
   severally liable for  all of the  Obligations, and as  a result  each
   Borrower  hereby  unconditionally  guaranties  the  full  and  prompt
   payment when  due,  whether at  maturity  or earlier,  by  reason  of
   acceleration or  otherwise,  and  at all  times  thereafter,  of  all
   indebtedness, liabilities and obligations of every kind and nature of
   the  other  Borrower  to  Foothill,  howsoever  created,  arising  or
   evidenced, whether direct or indirect, absolute or contingent,  joint
   or several, now or hereafter existing,  or due or to become due,  and
   howsoever owned, held or acquired by Foothill.

             (b)  The liability of each Borrower hereunder and under the
   Loan Documents  shall  be  absolute,  unconditional  and  irrevocable
   irrespective of:

                  (i)  any   lack   of   validity,   legality    or
             enforceability of this  Agreement, or  any other  Loan
             Document as to either Borrower;

                  (ii) the failure of Foothill

                       (A)  to enforce any right or remedy  against
                  either Borrower  or any  other Person  (including
                  any  guarantor  or  either  Borrower)  under  the
                  provisions of  this  Agreement,  any  other  Loan
                  Documents or otherwise, or

                       (B)  to exercise any right or remedy against
                  any other  guarantor of,  or collateral  security
                  any Obligations;

                  (iii) any change in the  time, manner or place  of
             payment of, or in any other term of, all or any of the
             Obligations, or other extension, compromise or renewal
             of any Obligations;

                  (iv) any  reduction,  limitation,  impairment  or
             termination of any Obligations with respect to  either
             Borrower for any reason including any claim of waiver,
             release,  surrender,  alteration  or  compromise,  and
             shall not  be subject  to  (and each  Borrower  hereby
             waives any  right  to  or claim  of)  any  defense  or
             setoff,  counterclaim,   recoupment   or   termination
             whatsoever by  reason of  the invalidity,  illegality,
             nongenuineness,       irregularity,        compromise,
             unenforceability of, or any other event or  occurrence
             affecting, any  Obligations  with  respect  to  either
             Borrower;

                  (v)  any addition,  exchange, release,  surrender
             or nonperfection of any  Collateral, or any  amendment
             to or waiver or release or addition of, or consent  to
             departure from  any  guaranty, held  by  any  Foothill
             securing any of the Obligations; or
        <PAGE>
                  (vi) any other circumstance which might otherwise
             constitute a  defense  available  to, or  a  legal  or
             equitable discharge of, either Borrower, any surety or
             any guarantor.

             Each Borrower agrees if such Borrower's guaranty hereunder,
   or  if  any  liens  securing  such  guaranty,  would,  but  for   the
   application of this sentence, be unenforceable under applicable  law,
   such guaranty and each  such lien shall be  valid and enforceable  to
   the maximum extent that would not cause such guaranty or such lien to
   be enforceable under applicable law, and such guaranty and such  lien
   shall be deemed to have been automatically amended accordingly at all
   relevant times.

             IN WITNESS  WHEREOF, the  parties hereto  have caused  this
   Agreement to be executed.

                              MULTIGRAPHICS, INC., formerly known
                              as AM INTERNATIONAL, INC.,
                              a Delaware corporation


                              By ________________________________
                              Title _____________________________


                              PUBLISHING SOLUTIONS INC.,
                              an Ohio corporation


                              By ________________________________
                              Title _____________________________


                              FOOTHILL CAPITAL CORPORATION,
                              a California corporation


                              By ________________________________
                              Title _____________________________