Exhibit 10.4(i)

                      EIGHTH AMENDMENT TO CREDIT AGREEMENT

     This Eighth Amendment to Credit  Agreement  ("Amendment") is made this 13th
day of May,  2002,  by and among  Phoenix  Color Corp.  ("Phoenix"),  a Delaware
corporation,  PCC Express, Inc. ("PCC"), a Delaware  corporation,  Phoenix (MD.)
Realty, LLC ("Realty"), a Maryland limited liability company, and TechniGraphix,
Inc.  ("TechniGraphix"),   a  Maryland  corporation  (singly  a  "Borrower"  and
collectively, "Borrowers"), the lending institutions listed from time to time on
Schedule A to the Credit  Agreement (as defined below)  (singly,  a "Lender" and
collectively, "Lenders"), Wachovia Bank, National Association (formerly known as
First Union National Bank), a national banking association, as issuer of letters
of credit (in such capacity,  "Issuer") and Wachovia Bank, National  Association
(formerly  known as First Union  National  Bank),  as  administrative  agent for
Issuer and Lenders (in such capacity, "Agent").

                                   BACKGROUND

     A. Borrowers,  Agent,  Issuer and Lenders are parties to a Credit Agreement
dated  September  15, 1998 (as amended or otherwise  modified from time to time,
the "Credit Agreement"),  pursuant to which certain financing  arrangements were
established for the benefit of Borrowers.  All  capitalized  terms not otherwise
defined herein shall have the respective meanings ascribed thereto in the Credit
Agreement.

     B.  Borrowers  have requested  that Agent,  Issuer and Lenders  modify,  in
certain respects, the Credit Agreement and Agent, Issuer and Lenders have agreed
to make such  modifications,  all as more fully set forth  herein and subject to
the terms and conditions hereof.

     NOW,  THEREFORE,  with the foregoing  Background  incorporated by reference
herein and made part hereof, the parties hereto,  intending to be legally bound,
hereby agree as follows:

     1. Amendments to Credit Agreement.

            a.  The  definitions  of  "Consolidated  Capital  Expenditures"  and
"Equipment  Availability"  set forth in Section 1.1 of the Credit  Agreement are
hereby   deleted  in  their   entirety  and  replaced  with  the  following  new
definitions:

          "Consolidated Capital Expenditures" - For any period, the aggregate of
          all capital expenditures  (including that portion of Capitalized Lease
          Obligations  incurred  during that period) made by Borrowers and their
          Subsidiaries   during  such   period  in  respect  of  the   purchase,
          construction   or  other   acquisition  of  fixed  or  capital  assets
          determined in accordance with GAAP; provided however,  that commencing
          January  1,  2002,  "Consolidated  Capital  Expenditures"  shall  also
          include the purchase price (determined as of the effective date of the
          applicable  operating  lease) of all  equipment of Borrowers and their
          Subsidiaries subject to operating leases during such period;  provided
          further  that,  Consolidated  Capital  Expenditures  shall not include
          capital  expenditures  made by Borrowers in respect of the purchase of
          the Kolbus American  binding line and Timson  printing press.  For the
          purposes hereof, any deposits made by any Borrower or its


<PAGE>

          Subsidiaries for the purposes of acquiring or leasing fixed or capital
          assets shall be deemed Consolidated Capital Expenditures.

          "Equipment Availability"- the sum of Six Million Dollars ($6,000,000).
          The aggregate amount of Equipment Availability shall reduce by (x) One
          Hundred  Thousand   Dollars   ($100,000)  per  month  for  each  month
          commencing  July 1,  2002  for the  first  twelve  (12)  months,  and,
          commencing July 1, 2003, Two Hundred Thousand  Dollars  ($200,000) per
          month  for  each  month  thereafter,  (y) if all or any  portion  of a
          security  deposit  financed by Lenders shall be returned to Borrowers,
          an amount equal to the returned  portion of such security  deposit and
          (z) by an amount  equal to fifty  percent  (50%) of the  amount of the
          Krause Settlement paid to Agent with such amount under this clause (z)
          being applied in the inverse order of reductions.

          b. The following new definition shall be added (in alphabetical order)
to Section 1.1 of the Credit Agreement:

          "Krause  Settlement " An amount equal to the proceeds  received by any
          Borrower  (or any  Subsidiary  of  Borrower) as a result of any award,
          judgment, settlement or any other payment in connection with Phoenix's
          litigation  against Krause Biagosch GmbH, Krause America,  Inc. or any
          other  entity  related  thereto,  as such  litigation  is described in
          Phoenix's 10-k dated March 26, 2002.

          c. Section  2.6(ea) of the Credit  Agreement is hereby  deleted in its
entirety and replaced with the following:

          "(e) Borrowers shall unconditionally pay to Agent an amendment fee, in
          consideration of the  accommodation  granted under the Sixth Amendment
          of One  Hundred  Fifty  Thousand  Dollars  ($150,000),  which is fully
          earned upon execution of the Sixth Amendment,  and which is payable in
          the amount of Seventy Five Thousand Dollars  ($75,000) on December 31,
          2002,  and Seventy  Five  Thousand  Dollars  ($75,000) on December 31,
          2003;  provided  however,  that  the  entire  amendment  fee  (or  the
          remaining  unpaid  portion,  if  applicable)  shall be  payable on the
          termination of the Revolving Credit, if such termination  occurs prior
          to either such payment date;  provided further that the portion of the
          fee that is payable on December 31, 2003 shall be reduced by an amount
          equal to the  product  of (i) the actual  amount of Krause  Settlement
          proceeds paid to Agent times (ii) .03.

          d. Section 2 of the Credit Agreement is hereby amended by adding a new
Section 2.13 which shall read as follows:


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<PAGE>


          "2.13 Krause Settlement. Borrowers shall, upon receipt of any proceeds
          of the Krause  Settlement,  immediately  pay the entire amount of such
          proceeds to Agent for the application to the outstanding Advances.

          e.  Section  5.8(d) of the  Credit  Agreement  is hereby  amended  and
restated in its entirety as follows:


          "(d) Borrowers shall not expend for Consolidated  Capital Expenditures
          during any rolling  four  quarter  period  measured on the last day of
          each fiscal quarter, an amount greater than the amount set forth below
          during the  following  periods,  less during any period,  the net cash
          proceeds  received by  Borrowers  from any  equipment  sale during the
          applicable period:

          Four Quarter Periods Ending                          Maximum Amount
          ---------------------------                          --------------

          June 30, 2002 thru December 31, 2002                 $2,500,000
          March 31, 2003 and thereafter                        $5,000,000

          f.  Section  5.8(e) of the  Credit  Agreement  is hereby  amended  and
restated in its entirety and shall read as follows:

          "(e) Fixed Charge Coverage Ratio:  Borrowers shall have and maintain a
          Fixed Charge Coverage Ratio of not less than the following  during the
          following  periods  (measured  quarterly  on a  rolling  four  quarter
          basis):

          Period Ending:                              Maximum Ratio:
          -------------                               -------------
          6/30/02                                     1.0 to 1.0
          9/30/02                                     1.1 to 1.0
          12/31/02
          and thereafter                              1.2 to 1.0

     2. Waiver.  Borrowers  have failed to comply with the  requirements  of the
Credit  Agreement and the following Event of Default has occurred (such Event of
Default for the period so referenced is referred to as the "Existing  Default"):
Borrowers'  noncompliance  with the  financial  covenant  set forth in  Sections
5.8(e) (Fixed Charge  Coverage  Ratio) of the Credit  Agreement,  for the fiscal
quarter  ending March 31, 2002.  Borrowers have requested that Agent and Lenders
waive the Existing Default. Upon the effectiveness of this Amendment,  Agent and
Lenders hereby waive the Existing  Default.  The waiver of the Existing  Default
shall not constitute a waiver of any other Default or Event of Default.  Nothing
contained  herein shall  obligate Agent or Lenders to grant any future waiver of
any other  Default or Event of Default  or be deemed to  constitute  a course of
conduct.


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<PAGE>

     3. Effectiveness Conditions. This Amendment shall become effective upon the
satisfactory  completion,  as  determined  by  Agent in its  discretion,  of the
following conditions  ("Effectiveness  Conditions") (all documents to be in form
and substance satisfactory to Agent):

          a. Execution and delivery by all parties of this Amendment;

          b.  Delivery of all consents and approvals of the boards of directors,
shareholders  and other  applicable  third parties  necessary in connection with
this transaction  shall have been obtained;

          c. After giving effect to Section 2 of this Agreement, no Default or
Event of Default exists;

          d. Payment to Agent (for ratable  benefit of Lenders) of a
non-refundable  amendment and waiver fee equal to Twenty-Five  Thousand  Dollars
($25,000); and

          e. Payment of Expenses.

     4. Representations and Warranties. Each Borrower warrants and represents to
Agent, Issuer and Lenders that:

          a.  Prior  Representations.  As of the  date  of this  Amendment,  all
warranties  and  representations  set  forth in the  Credit  Agreement  and Loan
Documents are true and correct in all material  respects,  both before and after
giving effect to this Amendment.

          b. No Default.  After giving effect to this  Amendment,  no Default or
Event of Default is  outstanding  or would  exist  after  giving  effect to this
Amendment.

     5. Incorporation into Existing Loan Documents.  The parties acknowledge and
agree  that this  Amendment  is  incorporated  into and made part of the  Credit
Agreement  and Loan  Documents,  the  terms  and  provisions  of  which,  unless
expressly  modified  herein,  are hereby  ratified  and  confirmed  and continue
unchanged  and in full  force and  effect.  Any future  reference  to the Credit
Agreement or Loan Documents shall mean the Credit Agreement or Loan Documents as
amended hereby. To the extent that any term or provision of this Amendment is or
may be deemed  expressly  inconsistent  with any term or  provision  in the Loan
Documents, the terms and provisions hereof shall control.

     6. Miscellaneous.

          a.  Headings.  The headings of any paragraph of this Amendment are for
convenience only and shall not be used to interpret any provision hereof.

          b. Other Instruments. Each Borrower shall execute any other documents,
instruments and writings, in form and substance  satisfactory to Agent, as Agent
may reasonably request, to carry out the intentions of the parties hereunder.

          c. Modifications.  No modification hereof or any agreement referred to
herein shall be binding or enforceable unless in writing and signed on behalf of
the party against whom enforcement is sought.


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<PAGE>

          d. Third Party Rights.  No rights are intended to be created hereunder
for the benefit of any third party donee, creditor, or incidental beneficiary.

          e. Governing Law. The terms and conditions of this Amendment  shall be
governed  by and  construed  in  accordance  with  the  substantive  laws of the
Commonwealth  of  Pennsylvania   without  regard  to  its  otherwise  applicable
principles of conflicts and laws.

          f. Counterparts. This Amendment may be executed in counterpart all, of
which  counterparts taken together shall constitute one completed fully executed
document.  A  photocopied  or  facsimile  signature  shall be  deemed  to be the
functional equivalent of a manually executed original for all purposes.

          g. WAIVER OF JURY TRIAL.  BORROWERS,  AGENT,  ISSUER AND  LENDERS,  BY
THEIR  EXECUTION OF THIS  AMENDMENT,  EACH REAFFIRM THEIR WAIVER OF THE RIGHT TO
TRIAL BY JURY IN ANY ACTION,  SUIT OR  PROCEEDING  OR  COUNTERCLAIM  OF ANY KIND
ARISING OUT OF OR RELATED TO ANY OF THE LOAN  DOCUMENTS,  THE OBLIGATIONS OR THE
COLLATERAL.

     IN WITNESS  WHEREOF,  the parties have executed this  Amendment the day and
year first above written.


Wachovia Bank, National Association,
as Agent, Issuer and Lender


By:    /s/ Margaret Byrne
   ----------------------------------
Name:      Margaret Byrne
     --------------------------------
Title:     Vice President
      -------------------------------


Phoenix Color Corp.


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


PCC Express, Inc.


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


Phoenix (MD.) Realty, LLC


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


TechniGraphix, Inc.


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


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