THIRD AMENDMENT TO CREDIT AGREEMENT

            This Third Amendment to Credit Agreement  ("Amendment") is made this
13th day of November,  2000,  by and among Phoenix  Color Corp.  ("Phoenix"),  a
Delaware corporation, PCC Express, Inc. ("PCC"), a Delaware corporation, Phoenix
(MD.)  Realty,  LCC  ("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,  "Lender"),  First Union  National  Bank, a national
banking association, as issuer of letters of credit (in such capacity, "Issuer")
and 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  supplemented  on February 12, 1999, as
amended  on March 31,  1999,  and as amended  on March 23,  2000  (collectively,
"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. Affirmation of Reserve. Borrowers hereby affirm the imposition
          of the reserve  against the Borrowing  Base  described in that certain
          Letter Agreement dated August 9, 2000, among Borrowers,  Agent, Issuer
          and Lender.

               b.  Financial  Covenant  Amendments  -  Effective  July 1,  2000,
          Section 5.8 of the Credit  Agreement is hereby amended and restated in
          its entirety and shall read as follows:

               5.8 Financial Covenants: Borrowers shall maintain and comply with
               the following financial covenants:

                    (a)  Total Leverage Ratio: Borrowers shall have and maintain
                         a Total  Leverage  Ratio of not more than the following
                         during the following periods  (measured  quarterly on a
                         rolling  four   quarter   basis;   provided   that  the
                         measurement  at (i) March 31,  2001,  shall be based on
                         three months;  (ii) June 30 2001, shall be based on six
                         months; and (iii) September 30, 2001, shall be based on
                         nine months;  and provided further,  that for each such
                         shortened  period,  Total Funded Debt shall be based on
                         Total  Fund Debt at such date  times  25%,  50% and 75%
                         respectively):
<PAGE>

<TABLE>
<CAPTION>
                                  Period                 Maximum Ratio
                                  ------                 -------------
                         <S>                                 <C>
                         07/01/00 through 09/30/00           5.5:1
                         01/01/01 through 03/31/01           5.0:1
                         04/01/01 through 06/30/01           5.0:1
                         07/01/01 through 09/30/01           5.0:1
</TABLE>

                    (b)  Interest  Coverage  Ratio:  Borrowers  shall  have  and
                         maintain  an Interest  Coverage  Ratio of not less than
                         the following  during the following  periods  (measured
                         quarterly  on a rolling four  quarter  basis;  provided
                         that the  measurement  at (i) March 31, 2001,  shall be
                         based  on three  months;  (ii)  June 30 2001,  shall be
                         based on six  months;  and (iii)  September  30,  2001,
                         shall be based on nine months):

<TABLE>
<CAPTION>

                                  Period                 Minimum Ratio
                                  ------                 -------------
                         <S>                                 <C>
                         07/01/00 through 09/30/00           1.70:1
                         10/01/00 through 12/31/00           1.50:1
                         01/01/01 through 03/31/01           1.70:1
                         04/01/01 through 06/30/01           1.70:1
                         07/01/01 through 09/30/01           1.70:1
</TABLE>


                    (c)  Minimum Consolidated  EBITDA:  Borrowers shall have and
                         maintain  a  Consolidated  EBITDA  of not less than the
                         following  during  the  following   periods   (measured
                         quarterly  on a rolling four  quarter  basis;  provided
                         that the  measurement  at (i) March 31, 2001,  shall be
                         based  on three  months;  (ii)  June 30 2001,  shall be
                         based on six  months;  and (iii)  September  30,  2001,
                         shall be based on nine months):

<TABLE>
<CAPTION>

                                  Period                 Minimum Amount
                                  ------                 --------------
                         <S>                               <C>
                         07/01/00 through 09/30/00         $20,000,000
                         10/01/00 through 12/31/00         $20,000,000
                         01/01/01 through 03/31/01         $ 5,750,000
                         04/01/01 through 06/30/01         $11,750,000
                         07/01/01 through 09/30/01         $19,000,000

</TABLE>

                    (d)  Consolidated Capital Expenditures:  Borrowers shall not
                         expend for Consolidated  Capital Expenditures more than
                         the  following  amounts  during the  following  periods
                         (measured  quarterly on a rolling  four quarter  basis;
                         provided  that the  measurement  at (i) March 31, 2001,
                         shall  be based on  three  months;  (ii)  June 30 2001,
                         shall be based on six months;  and (iii)  September 30,
                         2001, shall be based on nine months):
<PAGE>

<TABLE>
<CAPTION>

                                  Period                 Maximum Amount
                                  ------                 --------------
                         <S>                               <C>
                         07/1/00 through 09/30/00          $7,000,000
                         10/1/00 through 12/31/00          $6,000,000
                         01/1/01 through 03/31/01          $3,000,000
                         04/1/01 through 06/30/01          $5,000,000
                         07/1/01 through 09/30/01          $6,000,000
</TABLE>


          2.  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 of this Amendment.

               b.   Certified copies of resolutions of each Borrower authorizing
                    the execution, delivery and performance of this Amendment.

               c.   Payment  to Agent (for  ratable  benefit  of  Lenders)  of a
                    non-refundable amendment fee of $75,000.

          3. Consent Re: Use of Proceeds. Agent and Lender hereby consent to the
     utilization of proceeds of Advances for the construction of a 50,000 square
     foot warehouse at the Maryland facility; provided that the aggregate amount
     of Advances utilized for such construction shall not exceed $1,500,000; and
     provided  further  that such  construction  shall  also be  subject  to the
     limitations  on  Consolidated  Capital  Expenditures  set forth in  Section
     5.8(d).

          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.

<PAGE>


               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.

               d.  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.

               e.  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.

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


<TABLE>

<S>                                             <C>
First Union National Bank, as Agent,            Phoenix Color Corp.
Issuer, and Lender

By:  /s/ Margaret Byrne                         By:  /s/ Edward Lieberman
     --------------------------------              ----------------------------
Name:  Margaret Byrne                           Name:  Edward Lieberman
     --------------------------------              ----------------------------
Title: Vice President                           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
                                                   ----------------------------
</TABLE>