EXHIBIT 4.6

                              AMENDMENT NO. 1 TO
                             MASTER GRAPHICS, INC.
                         1998 EQUITY COMPENSATION PLAN

     The following amendment to the Master Graphics, Inc. 1998 Equity
Compensation Plan (the "Plan") is adopted by the Board of Directors of Master
Graphics, Inc. (the "Company") effective February 10, 1999, subject to approval
by the shareholders of the Company at the Annual Meeting of Shareholders to be
held on May 19, 1999.

     Section 4(a) of the Plan is amended by substituting the number 1,500,000
for the number 750,000 in the second line of that section.

     In all other respects, the Plan shall remain in full force and effect as
originally adopted.

AS ADOPTED BY THE BOARD OF DIRECTORS ON FEBRUARY 10, 1999, SUBJECT TO APPROVAL
BY THE SHAREHOLDERS OF MASTER GRAPHICS, INC.