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                                  EXHIBIT 10.54


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                                 AMENDMENT NO. 4

         Amendment No. 4 (this "Amendment"), dated as of October 3, 1996, to the
Credit  Agreement,  dated as of May 4,  1995,  by and among  International  Post
Limited,  the Lenders party thereto, and The Bank of New York, as the Issuer and
as the Agent (as amended,  supplemented or otherwise modified from time to time,
the "Credit Agreement").

                                    RECITALS

         I. Capitalized terms used herein which are not otherwise defined herein
shall have the respective meanings ascribed thereto in the Credit Agreement.

         II. The Borrower and the Agent wish to amend the Credit  Agreement upon
the terms, and subject to the conditions, herein contained.

         Therefore,  in consideration of the Recitals,  the terms and conditions
herein  contained  and other good and  valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged,  the Borrower and the Agent hereby
agree as follows:

         1. The definition  "Applicable  Margin"  contained in Section 1.1(b) of
the Credit Agreement is amended as follows:

             (a) The grid  contained in such  definition is amended and restated
in its entirety as follows:

Whenever the Leverage                    Non-Acquisition   Acquisition
   Ratio is:                     ABR       Eurodollar       Eurodollar    LC Fee
----------------------------    ------   ---------------   -----------    ------
Greater than 2.00               0.375%       1.750%           1.875%      1.750%

Greater than or equal to
1.00 less than equal to 2.00    0.125%       1.500%           1.625%      1.500%

Less than  1.00                 0.125%       1.250%           1.375%      1.250%

             (b) Clause (d) of such  definition  is  amended  by  inserting  the
phrase "or if at any time from and after  October 3, 1996 and prior to the date,
if any, upon which the Fixed Charge Coverage Ratio shall be less than 1.50:1.00"
immediately after the reference to Section 7.7(d) contained in such clause.

         2.  Section  1.1 of the  Credit  Agreement  is  amended  by adding  the
following definition in the appropriate alphabetical order:

             "Pro-forma Operating Lease Obligation": at any time with respect to
any Person,  any  obligation  or liability of such Person at such time or at any
time thereafter, as lessee under any lease, which in accordance with GAAP is not
required to be capitalized on the balance sheet of such Person.

         3. Section 7.12 of the Credit  Agreement is amended and restated in its
entirety as follows:

             7.12 Fixed Charge Coverage Ratio

                   At each fiscal  quarter end occurring  during each period set
forth below,  have a Fixed Charge  Coverage  Ratio  greater than or equal to the
ratio set forth adjacent to such period:

                     Period                                     Ratio
      -----------------------------------------------         ---------
      July 31, 1996 through October 30, 1996                  1.10:1.00
      October 31, 1996 through January  31,  1997             1.15:1.00 
      February  1,  1997  through  July 31,  1997             1.25:1.00 
      August 1, 1997 and thereafter                           1.50:1.00

         4.  Section  7.7(b) is amended by (a)  deleting the terms "8.6 and 8.7"
contained  therein,  and (b)  inserting  the terms "8.6,  8.7 and 8.14" in their
place.

         5. Section 8 of the Credit Agreement is amended by adding the following
Section at the end thereof:

             8.14 Pro-forma Operating Lease Obligations

                   At any  time,  create,  incur,  assume or suffer to exist any
Pro-forma Operating Lease Obligation,  or permit any Subsidiary so to do, except
any one or more of the following Pro-forma Operating Lease Obligations:

                   (a) Pro-forma Operating Lease Obligations of the Borrower and
the Subsidiaries in respect of leases for property,  plant and equipment entered
into to enable the Borrower and the  Subsidiaries  to satisfy  their  respective
obligations and liabilities under service contracts, provided that (i) each such
service  contract is entered into with a third party and (A) such third party is
an investment  grade credit,  or (B) all of the  obligations  and liabilities of
such third  party  under such  service  contract  are  supported  by one or more
letters of credit, in each case issued by a financial institution having capital
and undivided  surplus of not less than  $500,000,000,  and (ii) each such lease
shall  expire  on or  prior  to  the  expiration  of the  corresponding  service
contract.

                   (b) Pro-forma Operating Lease Obligations of the Borrower and
the Subsidiaries in respect of leases for real property, and

                   (c)  other  Pro-forma  Operating  Lease  Obligations  of  the
Borrower and the  Subsidiaries,  provided that the aggregate  amount of all such
Pro-forma  Operating Lease  Obligations  shall at no time exceed $4,000,000 on a
Consolidated basis.

         6. Paragraphs 1 - 5 of this Amendment shall not be effective until such
date as each of the following conditions shall have been satisfied:

             (a) The Required  Lenders shall have consented to the execution and
delivery hereof by the Agent.

             (b) The  Borrower  shall have paid to the  Agent,  for the pro rata
account of the Lenders, an amendment fee in the sum of $35,000.

             (c) All legal  matters  incident to the  execution  and delivery of
this Amendment shall be reasonably satisfactory to Special Counsel.

         7. The  Borrower  hereby (a)  reaffirms  and admits  the  validity  and
enforceability  of all the Loan Documents and its  obligations  thereunder,  (b)
agrees and admits that it has no valid  defenses to or offsets  against any such
obligation,  (c) represents and warrants that no Default or Event of Default has
occurred  or is  continuing,  and (d)  agrees  to pay the  reasonable  fees  and
disbursements  of Special  Counsel to the Agent incurred in connection  with the
preparation,  negotiation and closing of this Amendment,  and (e) represents and
warrants that each of the  representations and warranties made by it in the Loan
Documents is true and correct with the same effect as though such representation
and warranty had been made on the date hereof.

         8. In all other respects, the Loan Documents shall remain in full force
and effect,  and no  amendment  in respect of any term or  condition of any Loan
Document  contained  herein shall be deemed to be an amendment in respect of any
other term or condition contained in any Loan Document.

         9. This Amendment may be executed in any number of counterparts  all of
which, taken together,  shall constitute one Amendment.  In making proof of this
Amendment,  it shall only be necessary to produce the  counterpart  executed and
delivered by the party to be charged.

         10. THIS  AMENDMENT IS BEING EXECUTED AND DELIVERED IN, AND IS INTENDED
TO BE PERFORMED IN, THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCEABLE
IN  ACCORDANCE  WITH,  AND BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.


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         AS EVIDENCE  of the  agreement  by the parties  hereto to the terms and
conditions  herein  contained,  each such party has caused this  Amendment to be
duly executed on its behalf.

                                            THE BANK OF NEW YORK,
                                                as the Agent


                                            By: /s/ RONALD R. PAGOTO
                                            Name:  Ronald R. Pagoto
                                            Title: Vice President

                                            INTERNATIONAL POST LIMITED

                                           By:  /s/ JEFFREY J. KAPLAN
                                           Name:  Jeffrey J. Kaplan
                                           Title: Executive Vice President
                                                  and Chief Financial Officer

Each of the  following  hereby  acknowledges  and consents to the  execution and
delivery of this Amendment by the Agent:

THE BANK OF NEW YORK,
    Individually and as the Issuer

 By: /s/ RONALD R. PAGOTO
 Name:  Ronald R. Pagoto
 Title: Vice President


FLEET BANK, N.A. (formerly known as
NatWest Bank N.A.)

By: /s/ THOMAS J. LEVY
Name:  Thomas J. Levy
Title: Vice President


KEY BANK OF NEW YORK

By: /s/ BRENDAN SACHTJEN
Name:  Brendan Sachtjen
Title: Vice President