FIFTH AMENDMENT TO CREDIT AGREEMENT

     This Fifth Amendment to Credit  Agreement  ("Amendment")  is made this 14th
day of August,  2001, 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,   "Lenders"),  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 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  definition  of  "Applicable  Margin,"  "Borrowing  Base"  and
     "Revolving  Credit  Maturity  Date" set forth in Section  1.1 of the Credit
     Agreement  are  hereby  deleted in their  entirety  and  replaced  with the
     following new definitions:

          "Applicable  Margin" - A marginal  rate of interest  which is added to
          the Adjusted LIBOR Rate or Base Rate, as the case may be, to determine
          the effective rate of interest on LIBOR Rate Loans or Base Rate Loans,
          as the case may be. Until the Quarterly Compliance Certificate for the
          period  ended June 30, 2001 is  delivered  to Agent and  Lenders,  the
          Applicable  Margin (i) for LIBOR  Rate Loans  shall be 3% and (ii) for
          Base Rate Loans shall be 0.5%.  Thereafter,  the Applicable Margin for
          LIBOR Rate Loans and Base Rate Loans, as the case may be, shall be the
          percentage amount set forth below under the caption  Applicable Margin
          opposite the relevant Fixed Charge Coverage Ratio:

<PAGE>


                                                         Applicable Margin
         Fixed Charge Coverage                ----------------------------------
                Ratio:                        Base Rate Loans   LIBOR Rate Loans
--------------------------------------------  ---------------   ----------------
Greater than or equal to 0.75 to 1.0 but
less than 1.50 to 1.0 ......................       .50%               3.00%

Greater than or equal to 1.50 to 1.0 but
less than 2.00 to 1.0 ......................       .25%               2.75%

Greater than or equal to 2.00 to 1.0 but
less than 2.50 to 1.0 ......................      0.00%               2.50%

Greater than or equal to 2.50 to 1.0 .......      0.00%               2.25%


          The  Applicable  Margin shall be adjusted five (5) Business Days after
          receipt of the Quarterly Compliance Certificate. At any time that such
          Quarterly Compliance Certificate is required to be delivered under the
          terms of this  Agreement and is not so delivered,  then the Applicable
          Margin  shall be the highest  rate  specified  for the subject Type of
          Loan until the Quarterly Compliance Certificate is so delivered.

          "Borrowing  Base" - As of any date of  determination,  the sum of: (a)
          eighty-five percent (85%) of Eligible Accounts, plus (b) the lesser of
          (i) Three Million Dollars ($3,000,000) and (ii) (A) fifty-five percent
          (55%) of that  portion of Eligible  Inventory  comprised  of paper raw
          material,  plus (B) fifty  percent  (50%) of that  portion of Eligible
          Inventory  comprised  of ink raw material  (such  portions of Eligible
          Inventory to be  separately  reported by  Borrowers  on the  Borrowing
          Certificate),  plus (C)  thirty-five  percent (35%) of that portion of
          Eligible  Inventory  comprised  of raw  material  other than paper raw
          material and ink raw material,  plus (c) the  Equipment  Availability,
          minus (d) reserves  established by Agent from time to time  (including
          but not  limited to  semi-annual  bond  interest  payment  reserve and
          customer rebate reserve). If Borrowers implement a perpetual inventory
          system  that is  reasonably  satisfactory  to Agent (as  indicated  in
          writing by Agent to Phoenix),  then the percentage set forth in clause
          (b)(ii)(A)  shall  increase  from  fifty-five  percent  (55%) to sixty
          percent (60%).

               "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.  For the
          purposes hereof, any deposits made by any Borrower or its Subsidiaries
          for the purposes of acquiring or leasing fixed or capital assets shall
          be deemed Consolidated Capital Expenditures.

          "Revolving Credit Maturity Date" - August 1, 2004.

                                       2
<PAGE>


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

          "Early  Termination Fee" - Shall have the meaning set forth in Section
          2.6(d).

          "Eligible  Fixed  Assets" - The  equipment  listed on the  Schedule of
          Equipment  to  the  extent  such  equipment  is (a)  in  good  working
          condition,  and (b) with respect to equipment which Borrowers  propose
          to purchase using proceeds of Advances under  Equipment  Availability,
          free and clear of all Liens other than  Permitted  Liens after  giving
          effect to such purchase.

          "Equipment  Advance Fee" - Shall have the meaning set forth in Section
          2.6(e).

          "Equipment  Availability" - Shall mean (a) as of the effective date of
          the Fifth Amendment, Two Million Dollars ($2,000,000),  plus (b) as of
          any  date of  determination  after  the  effective  date of the  Fifth
          Amendment,  (i) with respect to Eligible Fixed Assets which  Borrowers
          propose to purchase  "off lease," an amount  equal to the  outstanding
          balance of the purchase price of such Eligible Fixed Assets,  and (ii)
          with respect to Eligible Fixed Assets which Borrowers propose to lease
          pursuant  to  one or  more  operating  leases,  an  amount  reasonably
          satisfactory  to Agent to be held as a security  deposit by the lessor
          thereof;  provided,  however,  that the  aggregate  amount of Advances
          under  this  clause  (b) shall  not at any time  exceed  Four  Million
          Dollars ($4,000,000).  The aggregate amount of Equipment  Availability
          shall reduce by (x) One Hundred Thousand Dollars  ($100,000) per month
          for each month  commencing  February 1, 2002 for the first twelve (12)
          months, and, commencing February 1, 2003, Two Hundred Thousand Dollars
          ($200,000) per month for each month thereafter,  and (y) if all or any
          portion of a security  deposit  financed under clause (b)(ii) shall be
          returned to Borrowers, an amount equal to the returned portion of such
          security deposit.

          "Excess  Availability"  - As of any date of  determination,  an amount
          equal to the  difference  of (a) the  Borrowing  Base,  minus  (b) the
          amount of the Advances and  extensions of credit  requested to be made
          as of such  date,  minus (c) all sums owing to trade  creditors  which
          remain outstanding beyond normal trade terms.

          "Fifth  Amendment" - That certain Fifth Amendment to Credit  Agreement
          dated as of August 14, 2001, by and among  Borrowers,  Agent,  Lenders
          and Issuer.

          "Fixed  Charges"  -  For  any  measurement  period,  the  sum  of  (a)
          Consolidated   Interest  Expense,   plus  (b)  scheduled  payments  of
          principal of all  Indebtedness of Borrowers during the next succeeding
          12 month  period  such period  (including,  without  limitation,  that
          portion of any Capitalized Lease Obligations attributable to principal
          amortization in


                                       3
<PAGE>

          accordance  with GAAP),  plus,  (c) tax payments of Borrowers for such
          period  (reduced,  however,  by  any  cash  tax  refunds  received  by
          Borrowers during such period).

          "Fixed Charge Coverage Ratio" - For any measurement  period, the ratio
          obtained by  dividing  (a) an amount  equal to (i) EBITDA,  minus (ii)
          non-financed  Consolidated  Capital  Expenditures  (which shall in all
          events exclude  Consolidated  Capital  Expenditures for which Advances
          are made against Equipment Availability), minus (iii) Distributions to
          shareholders  of Phoenix,  minus (iv) loans and  advances  made to, or
          capital contributions and investments made in, any Person other than a
          Borrower by a Borrower, minus (v) purchases made of intangibles assets
          by (b) Fixed Charges,  all as determined on a  consolidated  basis for
          Borrowers in accordance with GAAP.

          "Schedule of Equipment" - That certain schedule of equipment delivered
          in connection with the Fifth Amendment, which sets forth in sufficient
          detail (subject to Agent's satisfaction) certain items of equipment of
          Borrowers  subject to capital  equipment  leases as of such date which
          Borrowers   desire  to  finance   under  the   Revolving   Credit  or,
          alternatively,  lease pursuant to converted  operating leases (subject
          to Section 6.12 herein),  together with the following  information for
          each such item of equipment:  (a) full purchase price, (b) outstanding
          balance of purchase  price as of the date hereof  and/or (c) amount of
          security  deposit,  as  applicable.  c.  Section  2.6(a) of the Credit
          Agreement is amended by deleting the table  describing the calculation
          of the Unused Fee based upon the Total Leverage Ratio and replacing it
          with the following new table:


                   Fixed Charge Coverage               Unused Fee
          ----------------------------------------     ----------
          Greater than or equal to 0.75 to 1.0 but
          less than 1.50 to 1.0 ..................        0.50%

          Greater than or equal to 1.50 to 1.0 but
          less than 2.00 to 1.0 ..................        0.50%

          Greater than or equal to 2.00 to 1.0 but
          less than 2.50 to 1.0 ..................        0.50%

          Greater than or equal to 2.50 to 1.0 ...       0.375%

          d.  Section  2.6 of the  Credit  Agreement  is  amended  by adding new
     subsections (d) and (e) which shall read as follows:

          "(d) Should the Revolving Credit terminate for any reason prior to the
          last  day of the  Revolving  Credit  Maturity  Date,  in  addition  to
          repayment of all Loan  Obligations then outstanding and termination of
          Lenders'  commitment  hereunder,  Borrowers shall  unconditionally  be
          obligated  to pay at the time of such  termination,  a fee (the "Early
          Termination Fee") to Agent, for the respective accounts of Lenders, in
          an amount equal to the following  percentage of the Maximum  Revolving
          Credit Amount:


                                       4
<PAGE>


          two percent (2.0%),  if such early  termination  occurs on or prior to
          August 1, 2002;  one  percent  (1%) if such early  termination  occurs
          after  August  1,  2002  and  on or  prior  to  August  1,  2003;  and
          one-quarter of one percent  (0.25%) if such early  termination  occurs
          after August 1, 2003 and prior to August 1, 2004;  provided,  however,
          that Lenders agree to waive the Early  Termination Fee if repayment in
          full of all  outstanding  Obligations is funded from the proceeds of a
          sale of the stock or assets of Phoenix,  or a debt or equity issuance,
          for which First Union  National  Bank (or an  affiliate of First Union
          National Bank) is the investment banker or underwriter.  Each Borrower
          acknowledges that the Early Termination Fee is an estimate of Lenders'
          damages in the event of early termination and is not a penalty. In the
          event of any proposed  termination of the Revolving Credit Facility by
          Borrowers,  all of the Loan  Obligations  shall be immediately due and
          payable upon the termination date stated in any notice of termination.
          All    undertakings,    agreements,    covenants,    warranties    and
          representations  of Borrowers  contained in the Loan  Documents  shall
          survive any such termination, and Agent and Lenders shall retain their
          liens in the  Collateral  and all of its rights and remedies under the
          Loan Documents  notwithstanding  such termination until Borrowers have
          paid  the  Loan  Obligations  to  Agent  and  Lenders,   in  full,  in
          immediately  available  funds,  together  with  the  applicable  Early
          Termination   Fee.   Notwithstanding   the  payment  in  full  of  the
          Obligations,  Agent and Lenders  shall not be  required  to  terminate
          their security interests in the Collateral unless, with respect to any
          loss or damage Agent or any Lender may incur as a result of dishonored
          checks or other items of payment  received by Agent or any Lender from
          Borrowers or any Account  Debtor and applied to the Loan  Obligations,
          Agent and Lenders  shall,  at their  option,  have  received a written
          agreement executed by Borrowers and by any Person whose loans or other
          advances to Borrowers are used in whole or in part to satisfy the Loan
          Obligations,  indemnifying  Agent  and  Lenders  from any such loss or
          damage.

          (e) Borrowers shall be unconditionally  obligated to pay to Agent, for
          the  respective  accounts of Lenders,  an  equipment  advance fee (the
          "Equipment  Advance  Fee") in the  amount  of Forty  Thousand  Dollars
          ($40,000),  which  shall be payable as  follows:  (i) Twenty  Thousand
          Dollars  ($20,000) upon the drawing of the initial  Advance based upon
          the Equipment  Availability,  and (ii) Twenty Thousand Dollars on such
          date  that the  aggregate  amount of all  Advances  made  pursuant  to
          Equipment Availability is equal to or greater than Two Million Dollars
          ($2,000,000).


          e. Section 2.7 of the Credit  Agreement is amended and restated in its
     entirety as follows:

          "2.7 Use of Proceeds:  The  extensions of credit under and proceeds of
          the Revolving Credit shall be used (i) for general corporate purposes,
          including but not limited to, working capital,  (ii) to fund (a) final
          payments due on Eligible Fixed Assets upon Phoenix's  certification to


                                       5
<PAGE>


          Agent that the underlying  capital  equipment leases are not converted
          to operating  leases and (b)  security  deposits to be held by lessors
          for Eligible  Fixed Assets which  Borrowers  lease  pursuant to one or
          more operating  leases (in either case,  subject to the limitations in
          Section 6.12 herein), and (iii) for the issuance of Letters of Credit.

          f. Section 2 of the Credit Agreement is hereby amended by adding a new
     Section 2.12 which shall read as follows:

          "2.12  Mandatory  Prepayments.  On each date upon  which any lessor of
     Eligible  Fixed  Assets  returns all or any  portion of a security  deposit
     financed by Borrowers under the Equipment Availability, Borrower shall make
     a mandatory  prepayment of the Loan  Obligations in amount equal to 100% of
     returned portion of such security deposit."

          g. Sections  5.8(a),  (b), and (c) of the Credit  Agreement are hereby
     amended by deleting all requirements  pertaining to "Total Leverage Ratio,"
     "Interest  Coverage Ratio" and "Minimum  Consolidated  EBITDA" contained in
     said sections for any fiscal period ending on or after June 30, 2001.


          h.  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
          an amount greater than Five Million Dollars  ($5,000,000) less the net
          cash proceeds received by Borrowers from any equipment sale during the
          applicable period,  during any rolling four quarter period measured on
          the last day of each quarter  commencing  September  30, 2001,  except
          that the  measurement  at  September  30, 2001 shall be based on a the
          preceding  nine month  period then  ended;  provided  however,  to the
          extent that  Eligible  Fixed Assets are financed  under the  Revolving
          Credit during a fiscal period,  the "Maximum  Amount" in the foregoing
          table with respect to such fiscal  period shall  increase by an amount
          equal to the Advance attributable to such equipment.

          i. Section 5.8 of the Credit  Agreement is hereby  amended by adding a
     new subsection (e) which 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
          on the  last  day of each  quarter  except  that  the  measurement  at
          September 30, 2001 shall be based on a the preceding nine month period
          then ended):





                                       6
<PAGE>



                   Period:                        Maximum Ratio:
          -----------------------                 --------------

                  9/30/01                           0.75 to 1.0

                 12/31/01                           0.90 to 1.0

                  3/31/02                            1.0 to 1.0

                  6/30/02                            1.0 to 1.0

          12/31/02 and thereafter                    1.2 to 1.0





          j. Section  5.9(a)(iv) of the Credit  Agreement is hereby  amended and
     restated in its entirety as follows:

          "(iv) within sixty (60) days after each fiscal year end,  consolidated
          projections  of Borrower's  earnings for the then current fiscal year;
          and a comparison  of actual  results to the  projections  for the just
          completed fiscal year;"


          k. Section 5 of the Credit  Agreement is hereby  amended by adding new
     Sections 5.21 and 5.22 which shall read as follows:

          "5.21   Excess   Availability:   Borrowers   shall   maintain   Excess
          Availability  of at least One Million Dollars  ($1,000,000.00)  at all
          times.

          5.22 Fixed  Asset  Appraisals:  Borrowers  shall,  upon the request of
          Agent,  obtain,  at Borrower's cost and expense,  and deliver to Agent
          one or more  written  appraisals  of  Borrowers'  real  estate  and/or
          equipment  prepared,  in either event, by an appraisal firm acceptable
          to Agent."


          l. Section 6.6 of the Credit  Agreement is hereby amended and restated
     in its entirety as follows:

          "6.6 Distributions and Bonuses:  No Borrower shall: (a) declare or pay
          or  make  any  forms  of  Distributions  to  its  shareholders,  their
          successors  or  assigns  other  than (i)  dividends  to  Phoenix  by a
          Subsidiary of Phoenix;  (ii) loans or advances to any shareholder that
          is also an  employee of such  Borrower  which loans or advances do not
          exceed in the  aggregate as to all  shareholders  at any one time Five
          Hundred Thousand Dollars ($500,000);  or (b) during any fiscal year of
          Borrowers,  increase  current  compensation  to any key  employee  (as
          identified in Phoenix's  annual 10-K report) by an amount that exceeds
          five percent (5%) of such employee's  compensation for the immediately
          preceding fiscal year (other than participation in any stock option or
          non-cash incentive plans)."


                                       7
<PAGE>

          m. Section 6 of the Credit Agreement is hereby amended by adding a new
     subsection 6.12 which shall read as follows:

          "6.12 Operating Leases: Through December 31, 2001, Borrowers shall not
          enter into any operating leases for any equipment other than operating
          leases for Eligible Fixed Assets."


     2. Waiver.  Borrowers  have failed to comply with the  requirements  of the
Credit  Agreement and the following  Events of Default has occurred (such Events
of Default  for the period so  referenced  are  collectively  referred to as the
"Existing Defaults"):  Borrowers' noncompliance with the financial covenants set
forth in Sections 5.8(a) (Total Leverage Ratio),  (b) (Interest  Coverage Ratio)
and (c) (Minimum Consolidated EBITDA) of the Credit Agreement,  in each case for
the fiscal  quarter  ending June 30, 2001,  and the default under Section 6.6 of
the Credit Agreement arising from Phoenix's payment of a portion of the declared
Permitted  Bonus during the fiscal quarter ending June 30, 2001.  Borrowers have
requested  that  Agent  and  Lenders  waive  the  Existing  Defaults.  Upon  the
effectiveness  of this  Amendment,  Agent and Lenders  hereby waive the Existing
Defaults.  The waiver of the Existing  Defaults 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.


     3. Revised Article 9. Borrowers  acknowledge  that revised Article 9 of the
Uniform  Commercial Code ("Revised Article 9") became effective July 1, 2001 (or
will be effective  hereafter)  in one or more  jurisdictions  applicable  to the
transactions  contemplated by the Loan Documents.  Borrowers further acknowledge
and agree that (a) all references to the "UCC," the "Uniform Commercial Code" or
any section(s) thereof in the Loan Documents shall be deemed to be references to
Revised Article 9 as enacted and in effect from time to time in the Commonwealth
of Pennsylvania or the corresponding section(s) thereof, as applicable,  and (b)
if the  description of the Collateral and related terms contained in one or more
the Loan  Documents  encompass  categories,  types or  definitions of collateral
contained  in  former  Article 9 of the  Uniform  Commercial  Code,  and if such
categories,  types or  definitions  are given  broader  meanings  under  Revised
Article 9, then all such  categories,  types and definitions  encompassed in the
description of the Collateral and related terms in the Loan Documents shall have
the meanings  ascribed  thereto under Revised  Article 9. In  furtherance of the
foregoing,  Borrowers  agree that from time to time,  at the cost and expense of
Borrowers,  Borrowers will promptly execute and deliver all further  instruments
and documents, and take all further action, that the Agent (on behalf of Lenders
and Issuer) may reasonably  request, in order to perfect and protect any pledge,
assignment  or security  interest  granted or purported to be granted  under the
Loan  Documents  or to enable  the Agent (on behalf of  Lenders  and  Issuer) to
exercise  and enforce its rights and  remedies  thereunder  with  respect to any
Collateral.


     4. 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 the Schedule of Equipment;


          c.  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;

                                       8
<PAGE>


          d. No material  adverse  change shall have  occurred in the  business,
     properties,  operations  or  condition  (financial  or  otherwise)  of  the
     Borrowers;


          e. There shall be no pending or threatened  litigation,  bankruptcy or
     insolvency,  injunction,  order or claim which, if adversely decided, would
     have a material adverse effect with respect to the Borrowers;


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

          g. Delivery of evidence of proper levels of insurance;

          h. Receipt of all appropriate filings, UCC Searches, etc;

          i. Receipt of appraisal  of  machinery  and  equipment by an appraiser
     satisfactory  to  Lender,  with a  minimum  orderly  liquidation  value  of
     $31,000,000;

          j. Receipt of legal opinion of Borrower's counsel (including,  without
     limitation,  that the execution,  delivery and  performance by Borrowers of
     this Amendment  does not  constitute a violation of, or otherwise  conflict
     with, the Subordinated Note Indenture);

          k. Receipt of executed landlord waiver for Hagerstown warehouse;

          l.  Receipt of  evidence of  insurance  naming  Agent as "lender  loss
     payee";

          m.   Payment  to  Agent  (for   ratable   benefit  of  Lenders)  of  a
     non-refundable  amendment  fee  equal to 0.375%  of the  Maximum  Revolving
     Credit Amount;

          n. Payment of expenses; and

          o.  Execution  and  delivery  of all  other  agreements,  instruments,
     certificates  and  documents  reasonably  requested  by Agent or Lenders in
     connection with this Amendment.



     5. 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.



     6. 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.



7. Miscellaneous.


                                       9
<PAGE>

     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.

     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.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       10
<PAGE>


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>