PHOENIX COLOR CORP
AMENDMENT TO MASTER DEED OF TRUST
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>13
<FILENAME>d57487_ex10-11.txt
<DESCRIPTION>AMENDMENT TO MASTER DEED OF TRUST
<TEXT>

                                                                   Exhibit 10.11

Supplemental Instrument                  After recording please return to:
No Additional Debt Secured               Leslie J. Polt, Esquire
Exempt from MD Recordation Tax           Blank Rome LLP
                                         250 West Pratt Street, Suite 2201
                                         Baltimore, MD  21201

            AMENDMENT TO MASTER DEED OF TRUST, SECURITY AGREEMENT AND
                         ASSIGNMENT OF LEASES AND RENTS
                 (Principal Indebtedness Secured - $13,000,000)

      THIS AMENDMENT TO MASTER DEED OF TRUST, SECURITY AGREEMENT AND ASSIGNMENT
OF LEASES AND RENTS (this "Amendment"), made as of the 30th day of September,
2003, by and between PHOENIX COLOR CORP., a Delaware corporation, ("Grantor")
and WACHOVIA BANK, NATIONAL ASSOCIATION, as successor to FIRST UNION NATIONAL
BANK, (a national banking association), as Collateral Agent ("Beneficiary" or
"Agent").

                              W I T N E S S E T H:

      WHEREAS, Grantor executed and delivered to Margaret A. Byrne and Richard
Matusz, as Trustees for the benefit of Beneficiary, that certain Master Deed of
Trust, Security Agreement and Assignment of Leases and Rents, dated September
15, 1998 (said instrument, as amended, modified supplemented or restated, and as
herein and hereinafter amended, supplemented, modified or restated, the "Deed of
Trust"), which Deed of Trust was recorded on September 16, 1998, among the Land
Records of Washington County, Maryland, in Liber 1439 at Folios, 642-673
securing payment of the Indebtedness described therein including, without
limitation, all present and future indebtedness, liabilities and obligations of
Grantor to the Beneficiary including, without limitation, the Obligations, as
such term is defined under the provisions of that certain Credit Agreement dated
September 15, 1998 by and among Grantor, its wholly-owned subsidiaries PCC
Express, Inc. and Phoenix (Md.) Realty, LLC, and Agent; provided, however, that
notwithstanding the foregoing, the Beneficiary's recovery under the Deed of
Trust is limited to the sum of $13,000,000; and

      WHEREAS, Grantor is the owner of fee simple title to the real property
described in the Deed of Trust, together with all improvements now or hereafter
located thereon and all other Property as defined in the Deed of Trust
(collectively, the "Property"), which Property is encumbered by the Deed of
Trust; and

      WHEREAS, concurrently with the execution and delivery of this Amendment,
the Credit Agreement, as the same has been amended from time to time, is being
further amended and restated pursuant to the terms and conditions of that
certain Amended and Restated Loan and Security Agreement dated of even date
herewith (the "Restated Credit Agreement"); and


                                      -1-
<PAGE>

      WHEREAS, it is the intention of the parties hereto that the Indebtedness,
including without limitation, Obligations under the Restated Credit Agreement,
be secured, inter alia, by all collateral security previously granted to or for
the benefit of Beneficiary, including, without limitation, the Deed of Trust, it
being acknowledged that the principal Indebtedness secured by the Deed of Trust
shall not be increased by these presents; and

      WHEREAS, as a condition precedent to entering into the Restated Credit
Agreement and making certain other financial accommodations to Grantor,
Beneficiary requires Grantor, and to accommodate that requirement Grantor
desires by this Amendment, to confirm and assure that all Property and other
properties, rights, interests and privileges of Grantor which are currently
subject to the lien of the Deed of Trust be and constitute collateral security
for the Indebtedness, including the Obligations under the Restated Credit
Agreement.

      NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) and
other valuable consideration each to the other in hand paid, receipt of which is
hereby acknowledged, the parties hereto mutually covenant and agree that the
Deed of Trust is hereby amended as follows:

      1. Definitions. As used in the Deed of Trust the term "Credit Agreement"
shall mean the Restated Credit Agreement, and all other documents and
instruments executed and delivered in connection with the Revolving Credit under
and pursuant to the terms of the Restated Credit Agreement, all as heretofore
modified and as from time to time may hereafter be modified, amended,
supplemented, restated or extended. Whenever the terms "Deed of Trust",
"hereunder", or "herein", or like phrase, is used in the Deed of Trust, such
terms shall mean the Deed of Trust, as amended by this Amendment.

      2. Reaffirmation. Grantor hereby represents and warrants to Trustee and
Beneficiary that as of the date hereof each of the representations and
warranties set forth in the Deed of Trust as supplemented hereby are true and
correct and that no Event of Default (as such term is defined in the Deed of
Trust), or any other event which with the lapse of time or the giving of notice,
or both, would constitute such an Event of Default, has occurred and is
continuing or shall result after giving effect to this Amendment. Grantor hereby
repeats and reaffirms all covenants and agreements contained in the Deed of
Trust, each and all of which shall be applicable to all of the Indebtedness
secured by the Deed of Trust as amended hereby. Grantor repeats and reaffirms
its covenant that all the Indebtedness secured by the Deed of Trust as amended
hereby will be promptly paid as and when the same becomes due and payable.

      3. Ratification of Existing Collateral. As security for the timely payment
of the Obligations (as defined in the Restated Credit Agreement) and
satisfaction by Grantor (as defined in the Restated Credit Agreement) of all
covenants and undertakings contained in the Restated Credit Agreement, Grantor
reconfirms the prior grant, conveyance, mortgage and lien on the Property. All
of the provisions, stipulations, powers and covenants contained in the Deed of
Trust shall stand and remain unchanged and in full force and effect except to
the extent specifically modified hereby and shall be applicable to all of the
Indebtedness, Obligations and liabilities secured by the Deed of Trust as
amended hereby.


                                      -2-
<PAGE>

      4. WAIVER OF JURY TRIAL. GRANTOR AND BENEFICIARY, UPON ADVICE OF THEIR
RESPECTIVE ATTORNEYS, HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY, EXPRESSLY
AND MUTUALLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION (i) ARISING UNDER THIS AMENDMENT, THE DEED OF TRUST OR UNDER ANY
OF THE LOAN DOCUMENTS EVIDENCING THE LOANS, OR (ii) IN ANY WAY CONNECTED WITH OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR THE TRANSACTIONS RELATED
HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND
WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE, AND EACH PARTY HEREBY AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY
FILE THIS ORIGINAL AGREEMENT OR A COPY THEREOF WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO A
TRIAL BY JURY.

      5. Miscellaneous.

            (a) Grantor acknowledges and agrees that the Deed of Trust as
amended hereby is and shall remain in full force and effect, and that the
Property is and shall remain subject to the lien and security interest granted
and provided for by the Deed of Trust for the benefit and security of all the
Indebtedness hereby secured. Without limiting the foregoing, Grantor hereby
agrees that, notwithstanding the execution and delivery hereof, (i) all rights
and remedies of Grantor under the Deed of Trust, (ii) all obligations of Grantor
thereunder and (iii) the lien and security interest granted and provided for
thereby are and as amended hereby shall remain in full force and effect for the
benefit and security of all the Indebtedness hereby secured, it being
specifically understood and agreed that this Amendment shall constitute and be,
among other things, an acknowledgement and continuation of the rights, remedies,
lien and security interest in favor of Trustee and Beneficiary, as the case may
be, and of the obligations of Grantor to Beneficiary, which exist under the Deed
of Trust as amended hereby.

            (b) This Amendment contains the entire understanding of the parties
with respect to the subject matter contained herein and may not be modified or
amended except in writing signed by Grantor and Beneficiary.

            (c) Express waiver by Beneficiary of any power, right, remedy,
obligation or duty shall not under any circumstances be deemed to constitute a
waiver of Beneficiary's powers, rights or remedies upon the later occurrence or
reoccurrence of any event, transaction or matter. No course of dealing between
Grantor and Beneficiary shall operate as or be deemed to constitute a waiver of
Beneficiary's rights hereunder or affect the duties of obligations of Grantor.

            (d) All rights, remedies and privileges granted to Beneficiary
hereunder shall be cumulative and concurrent with those available to Beneficiary
under any other agreement referred to herein or held by Beneficiary or under any
applicable law.


                                      -3-
<PAGE>

            (e) To the extent any provision hereof may be held invalid or
unenforceable, as a matter of law, the remaining provisions hereof shall
continue in full force and effect.

            (f) This Amendment shall be governed by and interpreted in
accordance with the laws of the State of Maryland.

            (g) Grantor agrees to execute, deliver and cause to be recorded such
additional documents as are required or as shall be reasonably requested by
Beneficiary to cause this Amendment to be recorded and/or to effectuate the
purposes of this Amendment, all at Grantor's sole cost and expense.

            (h) The provisions hereof shall be binding upon and shall inure to
the benefit of Grantor, Beneficiary, and their respective heirs, executors,
successors and assigns.

            (i) Grantor consents to the jurisdiction of the federal and state
courts of Maryland in any and all actions and proceedings whether arising
hereunder or under any other agreement or undertaking. Grantor agrees to accept
service of process by certified mail, return-receipt-requested, and agrees that
service is deemed complete upon mailing by Beneficiary or its counsel any
motions, orders, complaints or pleadings.

            (j) This Amendment may be executed and delivered in counterparts.

            (k) Grantor, by execution of this Amendment hereby acknowledges
receipt of a true copy of this Amendment.

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

                                         GRANTOR:
                                         PHOENIX COLOR CORP.


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

                                         AGENT:
                                         WACHOVIA BANK, NATIONAL ASSOCIATION


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


                                      -4-
<PAGE>

COMMONWEALTH OF PENNSYLVANIA    :

                                :SS.

COUNTY OF PHILADELPHIA          :

      I HEREBY CERTIFY that on this 30th day of September, 2003, before me, the
undersigned Notary Public, personally appeared Edward Lieberman, and
acknowledged himself to be the CFO of Phoenix Color Corp., a Delaware
corporation, and that he, as such officer, being authorized so to do, executed
the foregoing instrument for purposes therein contained by signing the name of
PHOENIX COLOR CORP.

      IN WITNESS MY Hand and Notarial Seal.


                                                 /s/ Carolyn Elliott      (SEAL)
                                            ------------------------------
                                            NOTARY PUBLIC

My Commission Expires:

      [Seal] Jan. 8, 2004
------------------------------


<PAGE>

COMMONWEALTH OF PENNSYLVANIA    :

                                :SS.

COUNTY OF PHILADELPHIA          :

      I HEREBY CERTIFY that on this 30th day of September, 2003, before me, the
undersigned Notary Public, personally appeared Margaret A. Byrne, and
acknowledged himself to be the VP of WACHOVIA BANK, NATIONAL ASSOCATION, a
national banking association, and that he, as such officer, being authorized so
to do, executed the foregoing instrument for purposes therein contained by
signing the name of WACHOVIA BANK, NATIONAL ASSOCIATION.

      IN WITNESS MY Hand and Notarial Seal.


                                                 /s/ Carolyn Elliott      (SEAL)
                                            ------------------------------
                                            NOTARY PUBLIC

My Commission Expires:

      [Seal] Jan. 8, 2004
------------------------------

            I hereby certify, pursuant to Section 3-104(f) of the Real Property
Article that this instrument has been prepared under the supervision of the
undersigned Maryland attorney.


                                                  /s/ Leslie J. Polt
                                            -------------------------------
                                            Leslie J. Polt
                                            Blank Rome LLP
                                            250 West Pratt Street
                                            Baltimore, MD  21201
                                            (410) 659-3941

</TEXT>
</DOCUMENT>
