EXHIBIT 10.20



                               AMENDMENT NO. 2 TO
                            THE AMENDED AND RESTATED
                                CREDIT AGREEMENT


          AMENDMENT NUMBER 2 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, dated
December 1, 1998 between Disc Graphics,  Inc., 10 Gilpin Avenue,  Hauppauge, New
York 11788 ("Borrower") and KeyBank National Association,  now known as The Dime
Savings Bank of New York, FSB, 1377 Motor Parkway, Islandia, New York 11788 (the
"Bank").

                                    RECITALS:
                                    --------

          Bank and Borrower entered in an Amended and Restated Credit Agreement,
dated  December  1,  1998,  which was  previously  amended  on July 1, 1999 (the
Amended and Restated Credit Agreement and the July 1, 1999 amendment thereto are
together referred to as the "Credit Agreement").

          The parties hereto desire to further amend the Credit Agreement on the
terms and conditions hereinafter set forth.

          Accordingly, the parties agree as follows:


                                   ARTICLE 1.
                         AMENDMENTS TO CREDIT AGREEMENT.

          Section 1.1. General.  Capitalized words and phrases used herein which
are not defined in this  Amendment  shall have the meanings given to them in the
Credit  Agreement.  This  Amendment  constitutes  an  amendment  to  the  Credit
Agreement and shall not be construed in any way as a replacement or substitution
therefor.  All  of the  terms  and  provisions  of  this  Amendment  are  hereby
incorporated  by reference  into the Credit  Agreement as if such terms were set
forth in full therein.

          Section 1.2.  Amendments  to  Definitions.  Section 1.01 of the Credit
Agreement is hereby  amended by deleting the  existing  definitions  of "Current
Debt",  "Revolving Credit  Commitment",  "Revolving Credit Termination Date" and
"Term Loan Maturity  Date" and  substituting  the following in their  respective
places:


                    "Current  Debt"  means,  on the date of  determination  with
                    respect to any entity,  that portion of such entity's  Total
                    Funded  Debt  (including  Capital  Leases)  that  is due and
                    payable  within  12  months  of the  date of  determination,
                    excluding  however,  for the period  beginning on January 1,
                    2000 through and including  February 25, 2001, the aggregate
                    outstanding principal balance of all Revolving Credit Loans.

                    "Revolving  Credit  Commitment"  means the obligation of the
                    Bank to extend  revolving  credit to Borrower in  accordance
                    with the terms hereof in the aggregate  principal amount not
                    to exceed  $15,000,000,  as such  amount  may be  reduced or
                    otherwise  modified from time to time in accordance with the
                    terms hereof.

                    "Revolving Credit Termination Date" means the earlier of (i)
                    the date on which  all  Revolving  Credit  Loans are paid in
                    full and the Revolving  Credit  Commitment  shall  terminate
                    hereunder  and the  obligations  of Borrower  in  connection
                    therewith  have been  satisfied  or (ii)  February 25, 2002,
                    unless  such  date  is not a  Banking  Day,  then  the  next
                    succeeding Banking Day.

                    "Term Loan Maturity Date" means February 25, 2006.

<PAGE>
          Section 1.3. Financial Covenants.  The last sentence which now appears
in Section 10.06 of the Credit Agreement is deleted,  effective for the purposes
of compliance with the financial covenants contained in Article 10 as of January
1, 2000.

          Section 1.4. The Notes.  The form of Notes annexed as Exhibits A-1 and
A-2 to the Credit  Agreement is deleted and the Notes annexed hereto as Exhibits
A-1 and A-2 are substituted in their  respective  places.  Exhibit A-1 is herein
referred to as the "Substitute  Note". Each reference in the Credit Agreement or
the other Loan  Documents to the  Revolving  Credit Note (whether as such, or as
one of the Notes) shall be deemed to refer to the Substitute Note.


                                   ARTICLE 2.
                         REPRESENTATIONS AND WARRANTIES

          The Borrower represents and warrants to the Bank as follows:

          Section  2.1.  Confirm  Warranties  and  Representations.   Except  as
disclosed  in  the  following  sentence,  Borrower  confirms  that  each  of the
representations and warranties set forth in Article 7 of the Credit Agreement is
true in all material respects as of the date hereof with respect to the Borrower
and, to the extent  applicable,  the Guarantors,  with the same effect as though
made on the date  hereof  (except  when such  representation  or warranty by its
terms relates to a specific date other than the date hereof), and each is hereby
incorporated  herein in full by reference as if fully  restated in its entirety.
With  respect to the  representations  contained  in section  7.14 of the Credit
Agreement, the Bank acknowledges the occurrence of an event of default under the
terms of the Lease Agreement  dated  September 1, 1998 between  Borrower and the
Suffolk County  Industrial  Development  Agency (the "Lease  Agreement").  Since
September 30, 1999,  there has been no material  adverse change in the business,
operations,  assets or financial or other  condition of the Borrower,  or of the
Borrower and the Guarantors.

          Section 2.2. No Default. No Default or Event of Default, as defined in
the Agreement now exists, except as specifically waived in Article 4.

          Section 2.3. Corporate Power. The Borrower has the requisite corporate
power and  authority to enter into,  perform and deliver this  Amendment and the
Substitute  Note,  and any other  documents,  instruments,  agreements  or other
writings  to be  delivered  in  connection  herewith.  This  Amendment  and  the
Substitute  Note,  and  all  documents   contemplated  hereby  or  delivered  in
connection herewith, have each been duly authorized,  executed and delivered and
the transactions  contemplated herein have been duly authorized by all necessary
action.

          Section 2.4.  Enforceability.  This Amendment and the Substitute  Note
and any other documents, agreements or instruments now or hereafter executed and
delivered  to the Bank by the Borrower in  connection  herewith  constitute  (or
shall,  when delivered,  constitute)  valid and legally  binding  obligations of
Borrower,  each of  which  is and  shall  be  enforceable  against  Borrower  in
accordance with their respective terms.

          Section 2.5. Consents. No consent, waiver or approval of any entity is
or will be required in connection  with the  execution,  delivery,  performance,
validity or enforcement  or priority of this Amendment and the Substitute  Note,
or any other agreements, instruments or documents to be executed or delivered in
connection herewith.

          Section 2.6. No Omission. No representation,  warranty or statement by
the Borrower  contained  herein or in any other  document to be furnished by the
Borrower in  connection  herewith  contains,  or at the time of  delivery  shall
contain,  any untrue  statement  of  material  fact,  or omits or at the time of
delivery   shall  omit  to  state  a  material  fact   necessary  to  make  such
representation, warranty or statement not misleading.


<PAGE>
                                   ARTICLE 3.
                                   CONDITIONS

          Section 3.1. Conditions to Effectiveness.  This Amendment shall become
effective only upon satisfaction of the following conditions precedent:

                  (a)  The  Bank  shall  have  received  each  of the  following
documents,  in form and substance  reasonably  satisfactory  to the Bank and its
counsel:

                    (i) this Amendment and the Substitute Note, duly executed by
          the Borrower;

                    (ii) copies of resolutions of Borrower's  Board of Directors
          authorizing the execution,  delivery and performance of this Amendment
          and each other  document to be delivered  pursuant to this  Amendment,
          together with a certificate of Borrower's  secretary that the articles
          of  incorporation  and the  by-laws  of the  Borrower  have  not  been
          amended,  modified,  revoked or rescinded  since the Original  Closing
          Date;

                    (iii) Guarantor Confirmation Agreements from each Guarantor;

                    (iv) Security Agreement confirmations from Borrower and each
          Guarantor;

                    (v)   satisfactory   evidence  that  the  Borrower  and  the
          Guarantors are duly organized,  validly  existing and in good standing
          under the laws of their respective  jurisdictions of incorporation and
          each other jurisdiction where qualification is necessary; and

                    (vi) such other documents, instruments,  approvals, opinions
          and evidence as the Bank may reasonably require.

          (b) The Borrower shall have paid the Bank a fee of $5,000 and the fees
and expenses of the Bank's counsel in connection with the preparation, execution
and delivery of this amendment and the other documents referred to herein.

          (c) The Borrower and the Guarantors shall obtain all consents, permits
and  approvals   required  in  connection  with  the  execution,   delivery  and
performance  by the Borrower and the Guarantors of their  obligations  hereunder
and such  consents,  permits  and  approvals  shall  continue  in full force and
effect.

          (d) All legal matters in connection  with this Amendment and financing
shall be reasonably satisfactory to the Bank and their counsel.


<PAGE>
                                   ARTICLE 4.
                                     WAIVERS

          Section 4.1. Waiver of Non-Compliance  with Financial  Covenants.  The
Bank waives Borrower's  non-compliance  with the covenants described in Sections
10.02 and 10.04 of the  Credit  Agreement,  but only with  respect to the fiscal
quarters ended September 30, 1999 and December 31, 1999, and for the fiscal year
ended December 31, 1999.

          Section 4.2. Waiver of Cross Default.  (a) Subject to 4.2(b), the Bank
waives  Borrower's  Default  under  subsection  (e)(iii) of Section 11.01 of the
Credit Agreement,  but only with respect to Borrower's obligations under Section
8.22 (violation of current  ratio),  Section  8.4(c)(iii)  (asset purchase which
resulted in an event of default), and Section 10.1(g) (occurrence of an Event of
Taxability)  of the  Lease  Agreement  in  connection  with  the  issuance  of a
$2,003,657 1998 Industrial  Development  Revenue Bond, issued as of September 1,
1998 (the "Bond").

          (b) The waiver of  Borrower's  default  under the Bond is  conditional
upon Borrower's  refinancing all the Debt represented thereby on or before March
15, 2000,  under  circumstances  where Borrower is not in default under the Debt
then or  formerly  represented  by the Bond,  and no other  Default or Extent of
Default exists at such time.

          Section  4.3.  No  Other  Waiver.  The  foregoing  waivers  shall  not
constitute a waiver of any further  non-compliance  with Sections 10.02 or 10.04
or  11.01(e)(iii),  or of any other  breach,  Default or other failure to comply
with any other term or provision of the Credit Agreement.


                                    ARTICLE 5
                                  MISCELLANEOUS


          Section  5.1.  Counterparts.  This  Amendment  may be  executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument,  and any party hereto may execute this Amendment by signing any
such counterpart.

          Section 5.2. Credit Agreement.  Except as specifically amended hereby,
the Credit  Agreement  shall remain in full force and effect in accordance  with
its terms, unaffected by this Amendment or the waiver contained in Article 4.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment.

The Dime Savings Bank of                       Disc Graphics, Inc.
New York, FSB


By: /s/ Joseph F. Burns                   By: /s/ Margaret Krumholz
   --------------------                   --------------------------------
Name:  Joseph F. Burns                    Name:  Margaret Krumholz
Title:   Vice President                   Title: Senior V.P. and CFO

<PAGE>
                                                                    EXHIBIT A-1


                              AMENDED AND RESTATED
                              REVOLVING CREDIT NOTE
$15,000,000                                                    February 25, 2000

          For value  received,  Disc  Graphics,  Inc.,  a  Delaware  corporation
("Borrower"),  hereby  promises to pay to the order of The Dime  Savings Bank of
New  York,  FSB (the  "Bank"),  at the  Bank's  office  at 1377  Motor  Parkway,
Islandia,  New York 11788, on or before February 25, 2002, the principal  amount
of $15,000,000,  or the actual amount loaned by the Bank to Borrower pursuant to
the "Credit Agreement"  (defined below), in lawful money of the United States of
America  and in  immediately  available  funds,  on the date  and in the  manner
provided in the Credit Agreement.  Borrower also promises to pay interest on the
unpaid principal  balance hereof at the rate or rates of interest as provided in
the Credit Agreement, on the dates and in the manner provided therein.

          The holder of this  Revolving  Credit  Note shall  record the date and
amount of each  Revolving  Credit Loan made by the Bank, and the date and amount
of each  payment of  principal  or  interest,  either on the  schedule  attached
hereto,  or on such computer,  magnetic disk, tape or other such electronic data
storage and retrieval system as the Bank considers adequate for such purpose, in
its sole and absolute  discretion.  Any such record shall constitute prima facie
evidence of the accuracy of the  information  so recorded,  but no failure so to
record,  or any  error in so  recording,  shall  affect  the  obligation  of the
Borrower to repay any Revolving Credit Loans, with interest thereon, as provided
herein or in the Credit Agreement.

          This  is  the  Revolving  Credit  Note  referred  to in  that  certain
Revolving Credit Agreement dated February 26, 1997 between Borrower and the Bank
as amended and restated on December 1, 1998, and further amended on July 1, 1999
and February  ___,  2000 (the "Credit  Agreement"),  and evidences the Revolving
Credit  Loans made by the Bank  thereunder.  This Note is a  substitute  for and
replaces the one given by Borrower in the amount of  $10,000,000  on December 1,
1998.  All terms not defined herein shall have the meanings given to them in the
Credit Agreement.

          The Credit Agreement  provides for the acceleration of the maturity of
principal upon the  occurrence of certain Events of Default,  for a Default Rate
of interest and for pre- payments on the terms and conditions specified therein.

          Borrower waives presentment, notice of dishonor, protest and any other
notice or formality  with respect to this Revolving  Credit Note,  except as set
forth in the Credit Agreement.

          The terms of this Revolving Credit Note may not be changed orally, but
only by an  instrument  duly executed by Borrower and the Bank.  This  Revolving
Credit Note shall be governed by, and  interpreted  and  construed in accordance
with, the laws of the State of New York.

                                          DISC GRAPHICS, INC.


                                          By:_______________________________
                                             Name:
                                             Title:




                       SCHEDULE OF REVOLVING CREDIT LOANS


Date      Type                      Principal                         Principal
of        of           Interest     Amount of       Maturity          Paid or
Loan      Loan          Rate         Loan           of Loan           Unpaid
----      ----         --------     -----------      ------           -------




<PAGE>


                                                                     EXHIBIT A-2

                                    TERM NOTE


$_______________________                                       February 25, 2002



          For value  received,  Disc  Graphics,  Inc.,  a  Delaware  corporation
("Borrower"),  hereby  promises to pay to the order of The Dime  Savings Bank of
New York, FSB, a national banking association (the "Bank"), at the Bank's office
at 1377 Motor Parkway,  Islandia,  New York 11788,  the principal sum of [insert
amount  between  $2,000,000 and  $15,000,000]  in 48 equal  consecutive  monthly
installments of [insert  principal amount divided by 48], in lawful money of the
United  States of America  and in  immediately  available  funds,  in the manner
provided  in the  "Credit  Agreement"  (defined  below) on the first day of each
calendar  month  commencing  on  __________,   2002  and  ending  with  a  final
installment  of all unpaid  principal  hereunder on the Term Loan Maturity Date.
Borrower also promises to pay interest on the unpaid principal balance hereof at
the fluctuating  annual rate of interest equal to the Base Rate plus a margin of
0.5%,  as provided in the Credit  Agreement,  on the dates and in the manner set
forth therein.

          This  is the  Term  Loan  Note  referred  to in  that  certain  Credit
Agreement  dated  February  26, 1997 by and between  Borrower  and the Bank,  as
amended and restated on December 1, 1998 and further amended on July 1, 1999 and
February ___, 2000 (the "Credit Agreement"), and evidences the Term Loan made by
the Bank thereunder.  All terms not defined herein shall have the meanings given
to them in the Credit Agreement.

          The Credit Agreement  provides for the acceleration of the maturity of
principal upon the  occurrence of certain Events of Default,  for a Default Rate
of interest and for pre-payments on the terms and conditions specified therein.

          Borrower waives presentment, notice of dishonor, protest and any other
notice or formality  with respect to this Term Loan Note. The terms of this Term
Loan Note may not be changed orally,  but only by an instrument duly executed by
Borrower and the Bank.

          This  Term  Loan  Note  shall be  governed  by,  and  interpreted  and
construed in accordance with, the laws of the State of New York.

                                             DISC GRAPHICS, INC.



                                              By:_______________________________
                                                 Name:
                                                 Title: