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                                  EXHIBIT 10.53
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                                 AMENDMENT NO. 3
                                 ---------------

         Amendment No. 3 (this  "Amendment"),  dated as of November 30, 1995, to
the Credit Agreement,  dated as of May 4, 1995, by and among  International Post
Limited (the "Borrower"),  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. 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 defined term "Fixed Charge Coverage Ratio"  contained in Section
1.1(b) of the Credit Agreement is hereby amended and restated in its entirety as
follows:

                   "Fixed Charge Coverage  Ratio":  (i) as of the fiscal quarter
ending  October  31,  1995,  the ratio of (a)  EBITDA in  respect  of the fiscal
quarter  then ended minus all capital  expenditures  (other than those made with
property insurance proceeds) during such fiscal quarter made by the Borrower and
the  Subsidiaries  on a Consolidated  basis,  to (b) Fixed Charges in respect of
such fiscal quarter,  (ii) as of the fiscal quarter ending January 31, 1996, the
ratio of (a) EBITDA in respect of the two consecutive fiscal quarters then ended
minus all capital  expenditures  (other than those made with property  insurance
proceeds)  during such two consecutive  fiscal quarters made by the Borrower and
the  Subsidiaries  on a Consolidated  basis,  to (b) Fixed Charges in respect of
such two  consecutive  fiscal  quarters,  (iii) as of the fiscal  quarter ending
April 30,  1996,  the ratio of (a) EBITDA in  respect  of the three  consecutive
fiscal quarters then ended minus all capital expenditures (other than those made
with property insurance  proceeds) during such three consecutive fiscal quarters
made by the Borrower and the Subsidiaries on a Consolidated  basis, to (b) Fixed
Charges in respect of such three  consecutive  fiscal  quarters,  and (iv) as of
each fiscal quarter ending on or after July 31, 1996, the ratio of (a) EBITDA in
respect of the four  consecutive  fiscal  quarters  then ended minus all capital
expenditures  (other than those made with property  insurance  proceeds)  during
such four consecutive  fiscal quarters made by the Borrower and the Subsidiaries
on a  Consolidated  basis,  to  (b)  Fixed  Charges  in  respect  of  such  four
consecutive  fiscal quarters.  For purposes of this  definition,  "EBITDA" shall
mean EBITDA of the Borrower and the Subsidiaries on a Consolidated basis.

         2. The defined term "Leverage Ratio" contained in Section 1.1(b) of the
Credit Agreement is hereby amended and restated in its entirety as follows:

                   "Leverage  Ratio":  (i) as of the fiscal  quarter end October
31, 1995, the ratio of (a) the sum of (1) the aggregate  liquidation  preference
value of all preferred stock  (including  without  limitation,  Preferred Stock)
issued  by the  Borrower,  plus (2) all  Indebtedness  of the  Borrower  and the
Subsidiaries  on a  Consolidated  basis on such date, to (b) four  multiplied by
EBITDA in  respect  of the  fiscal  quarter  then  ended,  (ii) as of the fiscal
quarter  end  January 31,  1996,  the ratio of (a) the sum of (1) the  aggregate
liquidation   preference  value  of  all  preferred  stock  (including   without
limitation,  Preferred Stock) issued by the Borrower,  plus (2) all Indebtedness
of the Borrower and the  Subsidiaries  on a Consolidated  basis on such date, to
(b) two multiplied by EBITDA in respect of the two  consecutive  fiscal quarters
then ended,  (iii) as of the fiscal quarter end April 30, 1996, the ratio of (a)
the sum of (1) the aggregate liquidation preference value of all preferred stock
(including without limitation, Preferred stock) issued by the Borrower, plus (2)
all Indebtedness of the Borrower and the Subsidiaries on a Consolidated basis on
such date, to (b) (4/3) multiplied by EBITDA in respect of the three consecutive
fiscal  quarters  then ended,  and (iv) as of each fiscal  quarter  ending on or
after July 31, 1996,  the ratio of (a) the sum of (1) the aggregate  liquidation
preference value of all preferred stock (including without limitation, Preferred
Stock) issued by the Borrower, plus (2) all Indebtedness of the Borrower and the
Subsidiaries  on a Consolidated  basis on such date, to (b) EBITDA in respect of
the  four  consecutive   fiscal  quarters  then  ended.  For  purposes  of  this
definition,  (x) "EBITDA" shall mean EBITDA of the Borrower and the Subsidiaries
on a Consolidated basis, and (y) with respect of the Approved  Subordinated Debt
and the Other Subordinated Debt, and the liquidation preference value in respect
of  preferred  stock issued by the  Borrower,  shall each be as set forth on the
balance sheet of the Borrower as of such fiscal period end.

         3.  Section 6.4 of the Credit  Agreement is amended and restated in its
entirety as follows:

             6.4 Acquisition Loans

                   In connection  with each  Acquisition  Loan, (a) the Borrower
shall have  delivered  to the Agent (for  delivery to each  Lender)  each of the
Acquisition  Notes,  executed by the  Borrower,  (b) the  Leverage  Ratio at the
fiscal quarter end (in respect of which a Compliance Certificate shall have been
delivered to each Lender pursuant to Section 7.l7 (d)) immediately preceding the
date of such Loan shall not exceed 2.75:1.00,  and (c) the Fixed Charge Coverage
Ratio at the fiscal  quarter end (in respect of which a  Compliance  Certificate
shall have been delivered to each Lender pursuant to Section 7.7(d)) immediately
preceding the date of such Loan shall be greater than or equal to 1.50:1.00.

         4. 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
------------------------------------------             ---------
October 1, 1995  through  October 31, 1995             0.65:1.00
November 1, 1995  through January 31, 1996             0.80:1.00
February 1, 1996 through April 30, 1996                1.20:1.00
May 1, 1996 and thereafter                             1.50:1.00


         5.  Section  8.4(f)  (viii) of the Credit  Agreement  is amended by (a)
deleting the words "Section 7.11" and inserting in its place  "Sections 7.11 and
7.12",  and (b) deleting the words "such  Section" and  inserting in their place
the words "such Sections".

         6.  Sections 1-5 of this  Amendment  shall not be effective  until such
time as each of the following conditions precedent shall have been fulfilled:

             (a) 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 $45,000.

             (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 of its
obligations  to the Agent,  the Issuer or the Lenders under the Loan  Documents,
(c)  represents and warrants  that,  after giving effect  hereto,  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 all of the  representations  and  warranties
contained  in the Loan  Documents  are true  and  correct  on and as of the date
hereof.

         8. In all other  respects,  the Agreement and the other Loan  Documents
shall remain in full force and effect.

         9. This Amendment may be executed in any number of  counterparts,  each
of which shall be an original and all of which shall  constitute  one agreement.
It shall not be  necessary  in making  proof of this  Amendment  to  produce  or
account  for  more  than one  counterpart  signed  by the  party  against  which
enforcement is sought.

         10.  THIS  AMENDMENT  IS  BEING  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/ RON R. REEDY
                                             Name:  Ron R. Reedy
                                             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 Lenders hereby  acknowledges and consents to the execution
and delivery of this Amendment by the Agent:

THE BANK OF NEW YORK


By: /s/ RON R. REEDY
Name:  Ron R. Reedy
Title: Vice President


FLEET BANK

By: /s/ JUAN M. CSILLAGI
Name:  Juan M. Csillagi
Title: Senior Vice President


NATWEST BANK N.A.

By: /s/ PHILIP MCDONOUGH
Name:  Philip McDonough
Title: Vice President