PROMISSORY NOTE               Exhibit 10.63


Borrower: AUTO - GRAPHICS, INC.     Lender: Pacific Mercantile Bank
(TIN: 95-2105641)
A-G CANADA LTD.                     Newport Beach Financial Center
3201 TEMPLE AVE.                    450 Newport Center Drive, Suite 100
POMONA, CA 91768                    Newport Beach, CA 92660

Principal Amount: $750,000.00 Initial Rate: 6.500% Date of Note: February 13,
2004

PROMISE TO PAY. AUTO - GRAPHICS, INC; and A - G CANADA LTD. ("Borrower")
jointly and severally promise to pay to Pacific Mercantile Bank ("Lender"),
or order, in lawful money of the United States of America, the principal
amount of Seven Hundred Fifty Thousand & 00/100 Dollars ($750,000.00) or so
much as may be outstanding, together with interest on the unpaid outstanding
principal balance of each advance. Interest shall be calculated from the date
of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding
principal plus all accrued unpaid interest on May 1, 2005. In addition,
Borrower will pay regular monthly payments of all accrued unpaid interest due
as of each payment date, beginning March 1, 2004, with all subsequent
interest payments to be due on the same day of each month after that. Unless
otherwise agreed or required by applicable law, payments will be applied
first to any accrued unpaid interest; then to principal; then to any unpaid
collection costs; and then to any late charges. The annual interest rate for
this Note is computed on a 365/360 basis; that is, by applying the ratio of
the annual interest rate over a year of 360 days, multiplied by the
outstanding principal balance, multiplied by the actual number of days the
principal balance is outstanding. Borrower will pay Lender at Lender's
address shown above or at such other place as Lender may designate in
writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an independent index which is the
highest rate on corporate loans posted by at least 75% of the USA's thirty
(30) largest banks known as The Wall Street Journal Prime Rate and is
published in The Wall Street Journal (the "Index"). The Index is not
necessarily the lowest rate charged by Lender on its loans. If the Index
becomes unavailable during the term of this loan, Lender may designate a
substitute index after notice to Borrower. Lender will tell Borrower the
current Index rate upon Borrower's request. The interest rate change will not
occur more often than each day. Borrower understands that Lender may make
loans based on other rates as well. The Index currently is 4.000%. The
interest rate to be applied to the unpaid principal balance of this Note will
be at a rate of 2.500 percentage points over the Index, resulting in an
initial rate of 6.500%. NOTICE: Under no circumstances will the interest rate
on this Note be more than the maximum rate allowed by applicable law.

PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment
of this Note, Borrower understands that Lender is entitled to a minimum
interest charge of $100.00 over the life of the loan. Other than Borrower's
obligation to pay any minimum interest charge, Borrower may pay without
penalty all or a portion of the amount owed earlier than it is due. Early
payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to make payments of accrued unpaid
interest. Rather, early payments will reduce the principal balance due.
Borrower agrees not to send Lender payments marked "paid in full", "without
recourse", or similar language. If Borrower sends such a payment, Lender may
accept it without losing any of Lender's rights under this Note, and Borrower
will remain obligated to pay any further amount owed to Lender. All written
communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes "payment in
full" of the amount owed or that is tendered with other conditions or
limitations or as full satisfaction of a disputed amount must be mailed or
delivered to: Pacific Mercantile Bank, Newport Beach Financial Center, 450
Newport Center Drive, Suite 100, Newport Beach, CA 92660.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the unpaid portion of the regularly scheduled payment or $5.00,
whichever is greater.

INTEREST AFTER DEFAULT. Upon default, the variable interest rate on this Note
shall immediately increase to 8.500 percentage points over the Index, if
permitted under applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event
of Default") under this Note:

Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower fails to comply with or to perform any other term,
obligation, covenant or condition contained in this Note or in any of the
related documents or to comply with or to perform any term, obligation,
covenant or condition contained in any other agreement between Lender and
Borrower.

False Statements. Any warranty, representation or statement made or furnished
to Lender by Borrower or on Borrower's behalf under this Note or the related
documents is false or misleading in any material respect, either now or at
the time made or furnished or becomes false or misleading at any time
thereafter.

Insolvency. The dissolution or termination of Borrower's existence as a going
business, the insolvency of Borrower, the appointment of a receiver for any
part of Borrower's property, any assignment for the benefit of creditors, any
type of creditor workout, or the commencement of any proceeding under any
bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture
proceedings, whether by judicial proceeding, self-help, repossession or any
other method, by any creditor of Borrower or by any governmental agency
against any collateral securing the loan. This includes a garnishment of any
of Borrower's accounts, including deposit accounts, with Lender. However,
this Event of Default shall not apply if there is a good faith dispute by
Borrower as to the validity or reasonableness of the claim which is the basis
of the creditor or forfeiture proceeding and if Borrower gives Lender written
notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an
amount determined by Lender, in its sole discretion, as being an adequate
reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect
to any guarantor, endorser, surety, or accommodation party of any of the
indebtedness or any guarantor, endorser, surety, or accommodation party dies
or becomes incompetent, or revokes or disputes the validity of, or liability
under, any guaranty of the indebtedness evidenced by this Note. In the event
of a death, Lender, at its option, may, but shall not be required to, permit
the guarantor's estate to assume unconditionally the obligations arising
under the guaranty in a manner satisfactory to Lender, and, in doing so, cure
any Event of Default.

Adverse Change. A material adverse change occurs in Borrower's financial
condition is defined as a violation of financial covenants or ratios.

Cure Provisions. If any default, other than a default in payment is curable
and if Borrower has not been given a notice of a breach of the same provision
of this Note within the preceding twelve (12) months, it may be cured (and no
event of default will have occurred) if Borrower, after receiving written
notice from Lender demanding cure of such default: (1) cures the default
within fifteen (15) days; or (2) if the cure requires more than fifteen (15)
days, immediately initiates steps which Lender deems in Lender's sole
discretion to be sufficient to cure the default and thereafter continues and
completes all reasonable and necessary steps sufficient to produce compliance
as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and
then Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help
collect this Note if Borrower does not pay. Borrower will pay Lender that
amount. This includes, subject to any limits under applicable law, Lender's
attorneys' fees and Lender's legal expenses, whether or not there is a
lawsuit, including attorneys' fees, expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction), and
appeals. Borrower also will pay any court costs, in addition to all other
sums provided by law.

GOVERNING LAW. This Note will be governed by, construed and enforced in
accordance with federal law and the laws of the State of California. This
Note has been accepted by Lender in the State of California.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request
to submit to the jurisdiction of the courts of Orange County, State of
California.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

COLLATERAL. Borrower acknowledges this Note is secured by the following
collateral described in the security instruments listed herein:
inventory, chattel paper, accounts, equipment and general intangibles
described in Commercial Security Agreements dated February 13, 2004.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances
under this Note may be requested orally by Borrower or as provided in this
paragraph. All oral requests shall be confirmed in writing on the day of the
request. All communications, instructions, or directions by telephone or
otherwise to Lender are to be directed to Lender's office shown above. The
following persons currently are authorized to request advances and authorize
payments under the line of credit until Lender receives from Borrower, at
Lender's address shown above, written notice of revocation of their
authority: ROBERT S COPE, CHAIRMAN/PRESIDENT of AUTO-GRAPHICS, INC; ROBERT S.
COPE, PRESIDENT/CHAIRMAN OF A-G CANADA LTD; DANIEL E. LUEBBEN, CFO/SECRETARY
of AUTO-GRAPHICS, INC; PAUL R. COPE, CTO of AUTO-GRAPHICS, INC; DANIEL E.
LUEBBEN, CFO/SECRETARY of A-G CANADA LTD; and PAUL R. COPE, CTO of A-G CANADA
LTD.
Borrower agrees to be liable for all sums either: (A) advanced in accordance
with the instructions of an authorized person or (B) credited to any of
Borrower's accounts with Lender. The unpaid principal balance owing on this
Note at any time may be evidenced by endorsements on this Note or by Lender's
internal records, including daily computer print-outs. Lender will have no
obligation to advance funds under this Note if: (A) Borrower or any guarantor
is in default under the terms of this Note or any agreement that Borrower or
any guarantor has with Lender, including any agreement made in connection
with the signing of this Note; (B) Borrower or any guarantor ceases doing
business or is insolvent; (C) any guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such guarantor's guarantee of this Note
or any other loan with Lender; (D) Borrower has applied funds provided
pursuant to this Note for purposes other than those authorized by Lender.

INTEREST AFTER DEFAULT. Upon Borrower's failure to pay all amounts declared
due pursuant to this section, including failure to pay upon final maturity,
Lender, at its option, may if permitted under applicable law, increase the
variable interest rate on this Note by 6.000 percentage points over the Index
plus the existing margin.

CREDIT LIMIT DECREASE. CREDIT LIMIT WILL DECREASE TO $600,000.00 ON APRIL 1,
2004 AND $500,000.00 ON JULY 1, 2004.

MATURITY DATE EXTENSION. UPON RECEIPT OF FINANCIAL YEAR END STATEMENTS
(12/31/03) WITH ALL TERMS AND CONDITIONS OF BUSINESS LOAN AGREEMENT IN
COMPLIANCE AS DETERMINED BY LENDER, THE MATURITY DATE WILL THEN BE EXTENDED
TO MAY 1, 2006. THE MATURITY DATE EXTENSION IS TO BE EVIDENCED IN WRITING.

INTEREST RATE DECREASE.
THE INTEREST RATE WILL BE REDUCED FROM WALL STREET JOURNAL PRIME PLUS 2.50%,
FLOATING, TO WALL STREET JOURNAL PRIME PLUS 1.50%, FLOATING, WHEN THE AMOUNT
OF DEFERRED INCOME EXCEEDS THE WORKING CAPITAL DEFICIT FOR TWO CONSECUTIVE
QUARTERS, AS DETERMINED BY LENDER. INTEREST RATE DECREASE TO BE EVIDENCED IN
WRITING.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower,
and upon Borrower's heirs, personal representatives, successors and assigns,
and shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Each Borrower understands and
agrees that, with or without notice to Borrower, Lender may with respect to
any other Borrower (a) make one or more additional secured or unsecured loans
or otherwise extend additional credit; (b) alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or
other terms any indebtedness, including increases and decreases of the rate
of interest on the indebtedness; (c) exchange, enforce, waive, subordinate,
fail or decide not to perfect, and release any security, with or without the
substitution of new collateral; (d) apply such security and direct the order
or manner of sale thereof, including without limitation, any non-judicial
sale permitted by the terms of the controlling security agreements, as Lender
in its discretion may determine; (e) release, substitute, agree not to sue,
or deal with any one or more of Borrower's sureties, endorsers, or other
guarantors on any terms or in any manner Lender may choose; and (f) determine
how, when and what application of payments and credits shall be made on any
other indebtedness owing by such other Borrower. Borrower and any other
person who signs, guarantees or endorses this Note, to the extent allowed by
law, waive any applicable statute of limitations, presentment, demand for
payment, and notice of dishonor. Upon any change in the terms of this Note,
and unless otherwise expressly stated in writing, no party who signs this
Note, whether as maker, guarantor, accommodation maker or endorser, shall be
released from liability. All such parties agree that Lender may renew or
extend (repeatedly and for any length of time) this loan or release any party
or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All
such parties also agree that Lender may modify this loan without the consent
of or notice to anyone other than the party with whom the modification is
made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
EACH BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

AUTO - GRAPHICS, INC


By: /s/ Robert S. Cope
-----------------------------------------
ROBERT S. COPE, CHAIRMAN/PRESIDENT of AUTO
-GRAPHICS, INC



A - G CANADA LTD.


By: /s/ Robert S. Cope
-----------------------------------------
ROBERT S. COPE, CHAIRMAN/PRESIDENT of A-G
CANADA LTD.



LENDER:

PACIFIC MERCANTILE BANK



By: /s/Robert E. Zeltner
-----------------------------------------
Authorized Signer