EXHIBIT 10.4





                    AMENDMENT NO. 1 TO TAX MATTERS AGREEMENT




                  Reference  is  made to that certain Tax Matters Agreement (the
"Agreement"), dated as of July 1, 1995, among N.V. Koninklijke KNP BT, BT Office
Products   International,    Inc.   ("Office   Products"),    Buhrmann-Tetterode
International B.V.,  Astro-Valcour,  Inc. and Sengewald U.S.A., Inc. Capitalized
terms used but not defined herein shall have the meanings assigned to such terms
in the Agreement.

                  Whereas, the agreements and instruments listed on Schedule B-1
attached hereto constituted, as of the date of the Agreement, part of the assets
disposed of by Office Products,  but were inadvertently  omitted from Schedule B
of the Agreement.

                  The  parties  hereto  hereby  agree  that  Schedule  B to  the
Agreement is hereby amended, effective as of July 1, 1995, by adding thereto the
instruments and documents listed on Schedule B-1 attached hereto.

                  This  agreement  amends  the  Agreement  only  to  the  extent
provided  herein and shall not  constitute an amendment or  modification  to any
other  provision of the  Agreement.  All  references to the  Agreement  shall be
deemed references to the Agreement as amended hereby.


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                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed by their duly authorized representatives as of this 7th
day of June, 1996.

                                        N.V. KONINKLIJKE KNP BT


                                        By:/s/ F.J. de Wit
                                           ---------------------------------
                                           Name:  F.J. de Wit
                                           Title:


                                        By:/s/ R.W.J.M. Bonnier
                                           ---------------------------------
                                           Name:  R.W.J.M. Bonnier
                                           Title:


                                        BT OFFICE PRODUCTS
                                        INTERNATIONAL, INC.


                                        By:/s/ John J. McKiernan
                                           ---------------------------------
                                           Name:  John J. McKiernan
                                           Title:


                                        BUHRMANN-TETTERODE
                                        INTERNATIONAL B.V.


                                        By:/s/ F.J. de Wit
                                           ---------------------------------
                                           Name:  F.J. de Wit
                                           Title:


                                        By:/s/ R.W.J.M. Bonnier
                                           ---------------------------------
                                           Name: R.W.J.M. Bonnier
                                           Title:


                                        ASTRO-VALCOUR, INC.


                                        By:/s/ Christopher G. Angus
                                           ---------------------------------
                                           Name:  Christopher G. Angus
                                           Title:


                                        SENGEWALD U.S.A., INC.


                                        By:/s/ Andre Leutscher
                                           ---------------------------------
                                           Name:  Andre Leutscher
                                           Title:



                                       -2-

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                                  SCHEDULE B-1



         25.  Richter Documents.

                  a.  Agreement dated December 30, 1986 by, between and among BT
USA, Inc., Astro Packaging, Inc. and Richter Manufacturing Corporation.

                  b.  Agreement dated December 30, 1986 by, between and among BT
USA,  Inc.,   Valcour   Holdings,   Inc.,   Valcour   Incorporated  and  Richter
Manufacturing Corporation.

                  c.  Agreement  dated  as  of December 30, 1986 by and among BT
USA,  Inc.,  Alfred H.  Richter,  Walter  Richter,  Richard A.  Riddle,  Michael
Abbinante and Richter Manufacturing Corporation.

                  d.  Technology Agreement and License  dated  December 30, 1986
by,  between and among BT USA, Inc.,  Valcour  Holdings,  Valcour  Incorporated,
Ricour Incorporated, and Richter Manufacturing Corporation.

                  e.  Agreement  dated  as  of December 30, 1986 between BT USA,
Inc., Valcour Holdings, Inc., Alfred H. Richter,  Frederick T. Ducey, Richard A.
Riddle and  Frederick  H.  Collins with respect to the sale of shares of Valcour
Holdings, Inc. to BT USA, Inc.

                                       -3-

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