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                                                             Exhibit 10.16

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                         CERTIFICATE PURCHASE AGREEMENT
                                 (Series 1996-3)


                           dated as of October 4, 1996


                                      among


                          BFP RECEIVABLES CORPORATION,


                        BIG FLOWER PRESS HOLDINGS, INC.,


                        THE PURCHASERS DESCRIBED HEREIN,


                                       and


                      CAISSE NATIONALE DE CREDIT AGRICOLE,
                                    as Agent




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                                TABLE OF CONTENTS


ARTICLE I  DEFINITIONS

      SECTION 1.1  Definitions...........................................Page 2

ARTICLE II  PURCHASE AND SALE OF CERTIFICATES

      SECTION 2.1  The Commitments.......................................Page 2
      SECTION 2.2  Purchase Mechanics....................................Page 2
      SECTION 2.3  Reduction of Stated Amounts...........................Page 4
      SECTION 2.4  Certificates..........................................Page 4

ARTICLE III REDUCTIONS IN SERIES 1996-3 INVESTED AMOUNT
      SECTION 3.1  Transferor's Right to Reduce Series 1996-3 Invested
                   Amount................................................Page 5
      SECTION 3.2  Notice to Purchasers..................................Page 5

ARTICLE IV TRANCHES, INTEREST AND FEES

      SECTION 4.1  Tranches .............................................Page 5
      SECTION 4.2  Fees .................................................Page 6
      SECTION 4.3  Yield Protection......................................Page 7
      SECTION 4.4  Illegality; Unavailability............................Page 9
      SECTION 4.5  Indemnity ............................................Page 10
      SECTION 4.6  Taxes ................................................Page 10

ARTICLE V  OTHER PAYMENT TERMS

      SECTION 5.1  Time and Method of Payment............................Page 13
      SECTION 5.2  Pro Rata Treatment....................................Page 13

ARTICLE VI  REPRESENTATIONS AND WARRANTIES

      SECTION 6.1 Transferor ............................................Page 14
      SECTION 6.2 Big Flower ............................................Page 14
      SECTION 6.3 Purchasers ............................................Page 15

ARTICLE VII  CONDITIONS


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      SECTION 7.1  Conditions to Initial Purchase........................Page 16
      SECTION 7.2  Conditions to Each Purchase...........................Page 19

ARTICLE VIII  COVENANTS

      SECTION 8.1  Covenants ............................................Page 19
      SECTION 8.2  Transfers ............................................Page 21

ARTICLE IX AGENT; REQUIRED PURCHASERS

      SECTION 9.1  Appointment...........................................Page 22
      SECTION 9.2  Nature of Duties......................................Page 22
      SECTION 9.3  Lack of Reliance on Agent.............................Page 23
      SECTION 9.4  Certain Rights of Agent...............................Page 23
      SECTION 9.5  Reliance .............................................Page 23
      SECTION 9.6  Indemnification.......................................Page 24
      SECTION 9.7  Agent in its Individual Capacity......................Page 24
      SECTION 9.8  Resignation by Agent..................................Page 24
      SECTION 9.9  Required Purchasers...................................Page 25

ARTICLE X  MISCELLANEOUS PROVISIONS

      SECTION 10.1 Amendments ...........................................Page 25
      SECTION 10.2  No Waiver; Remedies..................................Page 26
      SECTION 10.3  Successors and Assigns; Assignments..................Page 26
      SECTION 10.4  Survival of Agreement................................Page 30
      SECTION 10.5  Expenses; Indemnification............................Page 30
      SECTION 10.6  Entire Agreement.....................................Page 32
      SECTION 10.7  Notices .............................................Page 32
      SECTION 10.8  No Third-Party Beneficiaries.........................Page 32
      SECTION 10.9  Severability of Provisions...........................Page 32
      SECTION 10.10  Counterparts........................................Page 33
      SECTION 10.11  Governing Law.......................................Page 33
      SECTION 10.12  Tax Characterization................................Page 33
      SECTION 10.13  No Proceedings......................................Page 33
      SECTION 10.14  Reference Banks.....................................Page 34
      SECTION 10.15  Rule 144A...........................................Page 34


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                                    SCHEDULE

SCHEDULE I         Amount of Each Initial Purchaser's Certificate


                                    EXHIBITS

EXHIBIT A          Form of Series 1996-2 Supplement
EXHIBIT B          Form of Series 1996-3 Supplement
EXHIBIT C          Form of Assignment Agreement


                                    APPENDIX

APPENDIX X         Index of Additional Defined Terms


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         This CERTIFICATE PURCHASE AGREEMENT, dated as of October 4, 1996 (this
"Agreement"), is made among BFP RECEIVABLES CORPORATION, a Delaware corporation
("Transferor"), BIG FLOWER PRESS HOLDINGS, INC., a Delaware corporation
("Servicer" or "Big Flower"), the purchasers named on the signatures pages of
this Agreement (together with their respective permitted assigns, the
"Purchasers") and CAISSE NATIONALE DE CREDIT AGRICOLE, as agent for the
Purchasers (in that capacity, together with any successors in that capacity,
"Agent").

                                   BACKGROUND

         1. Transferor (a) is party to a Pooling and Servicing Agreement dated
as of March 19, 1996 (as it may be amended, supplemented or otherwise modified
from time to time, the "Pooling Agreement") with Big Flower, as initial
Servicer, and Manufacturers and Traders Trust Company, a New York banking
corporation, as trustee (in that capacity, together with any successors in that
capacity, the "Trustee"), (b) is party to a Receivables Purchase Agreement dated
as of March 19, 1996 (as it may be amended, supplemented or otherwise modified
from time to time, the "Purchase Agreement") with Big Flower, as initial
Servicer, and the Sellers from time to time party thereto, (c) will enter into a
Series 1996-2 Supplement to the Pooling Agreement substantially in the form of
Exhibit A (the "1996-2 Supplement") and (d) will enter into a Series 1996-3
Supplement to the Pooling Agreement substantially in the form of Exhibit B (the
"Supplement"), which Supplement incorporates the terms and conditions of the
Series 1996-2 Supplement. Pursuant to the Pooling Agreement and the Supplement,
Transferor will obtain the Series 1996-3 Certificates (the "Certificates"),
which will represent fractional undivided beneficial interests in the assets of
the Big Flower Receivables Master Trust (the "Trust"), a trust organized
pursuant to the Pooling Agreement.

         2. Transferor wishes to obtain the commitment of each Purchaser to
purchase fractional undivided beneficial interests in the assets of the Trust
(each a "Trust Interest") that will be evidenced by its Certificate. Subject to
the terms and conditions of this Agreement, each Purchaser is willing to agree
to so make purchases of Trust Interests, up to the Stated Amount (as defined
below) set forth opposite its name in Schedule I. Big Flower has joined in this
Agreement to confirm certain representations, warranties and covenants for the
benefit of the Purchasers and the Agent.
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ARTICLE I DEFINITIONS

         SECTION I.1 Definitions. Capitalized terms used and not otherwise
defined herein have the meanings assigned to them in the Supplement (including
the definitions contained in the 1996-2 Supplement and incorporated in the
Supplement) or, if not defined in the Supplement, in Appendix A to the Pooling
Agreement. An index of terms defined directly in this Agreement is attached as
Appendix X.

ARTICLE II PURCHASE AND SALE OF CERTIFICATES

         SECTION II.1 The Commitments. Subject to the terms and conditions of
this Agreement, the Pooling Agreement and the Supplement, each Purchaser agrees,
severally and for itself alone, upon Transferor's request (through Servicer), to
make purchases (each a "Purchase") of Trust Interests from time to time during
the Revolving Period for the Series 1996-3 Certificates; provided, that no
Purchaser will be required or permitted to make a Purchase on any date if the
funded principal amount of its Certificate, after giving effect to the Purchase,
would exceed the lesser of (a) the Stated Amount of its Certificate and (b) its
Percentage (as defined below) multiplied by the Series 1996-3 Invested Amount.
In addition, no Purchaser will be required or permitted to make a Purchase if,
after giving effect thereto (and any corresponding reduction to the Series
1996-3 Invested Amount pursuant to Section 3.1), the Net Invested Amount would
exceed the Base Amount. The Purchases by the Purchasers shall be made ratably in
accordance with their respective Percentages; provided, that the failure of any
Purchaser to make any Purchase shall not relieve any other Purchaser of its
obligation to make Purchases hereunder. No Purchaser shall, however, be
responsible for the failure of any other Purchaser to make any Purchase. Subject
to the terms of this Agreement, the aggregate principal amount of a Purchaser's
investment represented by its Certificate may be increased or decreased from
time to time.

         For purposes of this Agreement, "Percentage" means, with respect to
each Purchaser, the percentage equivalent (carried out to twelve decimal places)
of a fraction the numerator of which is the Stated Amount of such Purchaser's
Certificate and the denominator of which is the sum of the Stated Amounts of all
of the Purchasers' Certificates. The initial Percentages of the initial
Purchasers, and the Stated Amounts of their Certificates, are set out opposite
their names in Schedule I.

         SECTION II.2 Purchase Mechanics. (a) Whenever Transferor wishes 


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the Purchasers to make Purchases, it shall cause Servicer to notify the Agent if
the Trust Interests to be purchased initially will form a part of (i) the ABR
Tranche, not later than 3:00 p.m., New York City time, one Business Day prior to
the date of the proposed Purchase and (ii) a Eurodollar Tranche, not later than
3:00 p.m., New York City time, three Business Days prior to the date of the
proposed Purchase; provided that the notice to the Agent of the initial Purchase
hereunder may be provided up to (but no later than) 10:00 a.m. on the date
hereof and such Purchase shall form a part of the ABR Tranche. Each notice shall
be irrevocable and shall in each case refer to this Agreement and specify (x)
the aggregate purchase price for the requested Purchases (which shall be in a
minimum amount of $1,000,000 or a greater integral multiple of $1,000,000 (or in
the total unutilized amount of the various Purchasers' Stated Amounts)), (y)
whether the Trust Interests to be purchased will form a part of the ABR Tranche
or a Eurodollar Tranche and (z) the date of the Purchase (which shall be a
Business Day) and the amount thereof. If no election required by clause (y) is
made in any notice, then the Trust Interests obtained in the Purchase shall form
a part of the ABR Tranche. The Agent shall promptly advise the Purchasers of any
notice given pursuant to this section and of the amount of each Purchaser's
Purchase.

         (b) After receiving notice from the Agent of any notice given pursuant
to subsection (a) and subject to the conditions in Article VII, each Purchaser
shall make a Purchase in the amount of its pro rata portion of aggregate
Purchases requested to be made, ratably according to its Percentage, on the
proposed date thereof by wire transfer in Dollars of immediately available funds
to the Agent at the office designated from time to time by the Agent, not later
than 10:00 a.m., New York City time, and the Agent shall (unless notified in
writing that any condition precedent has not been satisfied), by noon, New York
City time, on the same day, make available to Transferor by wire transfer of
Dollars in immediately available funds the aggregate amount of the funds
received. Unless the Agent shall have received written notice from a Purchaser
prior to the date of any Purchase that the Purchaser will not make available to
the Agent its purchase price, the Agent may (but shall not be required to)
assume that the Purchaser has made that portion available to the Agent on the
date of the Purchase in accordance with this subsection, and the Agent may, in
reliance upon that assumption, make available to Transferor on that date a
corresponding amount.

         (c) If and to the extent that any Purchaser shall not have made its
purchase price available to the Agent and the Agent has made available a
corresponding amount to Transferor, such Purchaser agrees to repay to the 


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Agent forthwith on demand a corresponding amount, together with interest
thereon, for each day from the date the amount is made available to Transferor
until the date the amount is repaid to the Agent (i) for the first three days
following the date the amount is made available, at a rate per annum equal to
the Federal Funds Rate and (ii) thereafter, at a rate per annum equal to the
Federal Funds Rate plus 1%. If the Purchaser shall repay to the Agent a
corresponding amount, the amount shall constitute its Purchase for purposes of
this Agreement, and if Transferor shall have already made the repayment (as
provided below), the Agent shall make a corresponding amount immediately
available to Transferor, together with interest thereon for each day from the
date the amount is repaid by Transferor (as provided below) to the date the
Purchaser repaid the Agent, but only to the extent of interest actually paid by
the Purchaser to the Agent in respect of such period. At any time after the
Agent learns that a Purchaser has failed to make the purchase price for a
Purchase available as described above, the Agent promptly shall give notice to
Transferor and Servicer of that failure, and upon notice Transferor will be
required to refund to the Agent an amount equal to that purchase price, together
with interest on the amount at the rate of interest applicable to such Purchase
(determined in accordance with Section 4.1 of the Supplement).

         SECTION II.3 Reduction of Stated Amounts. Upon at least three Business
Days' prior irrevocable notice to the Agent in writing, Transferor may reduce
the Stated Amounts of the Certificates; provided, that (a) each partial
reduction of the Stated Amounts shall be, in the aggregate for all Certificates,
in an integral multiple of $1,000,000 and in a minimum principal amount of
$5,000,000 and (b) no partial reduction shall be made that would reduce the
aggregate Stated Amounts to an amount less than the Series 1996-3 Invested
Amount at the time of the reduction. Each reduction in the Stated Amounts shall
be made ratably among the Purchasers in accordance with their respective Stated
Amounts. The Agent shall promptly advise the Purchasers of any notice given
pursuant to this section. Each reference in this Agreement to the "Stated
Amount" of a Certificate means the Stated Amount of the Certificate after giving
effect to any reductions made pursuant to this section.

         SECTION II.4 Certificates. The outstanding amounts of the Purchases
made by each Purchaser shall be evidenced by its Certificate, to be issued on
the date hereof substantially in the form of Exhibit A to the Supplement. Each
Purchaser shall and is hereby authorized to record in its internal books and
records the date and amount of each Purchase made by it, the amount of each
repayment of the principal amount represented by its Certificate, the portions
of its Purchases that are from time to time allocated to the ABR Tranche and any


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Eurodollar Tranche, and any reductions to the Stated Amount of its Certificate
made pursuant to Section 2.3 (which shall be conclusive absent manifest error);
provided, that failure to make any recordation on the grid or records or any
error in the grid or records shall not adversely affect the Purchaser's rights
with respect to its interest in the assets of the Trust and its right to receive
interest in respect of the outstanding principal amount of all Purchases made by
the Purchaser.

ARTICLE III REDUCTIONS IN SERIES 1996-3 INVESTED AMOUNT

         SECTION III.1 Transferor's Right to Reduce Series 1996-3 Invested
Amount. Transferor may, on at least one Business Day's prior notice by
Transferor or Servicer to the Agent, reduce the Series 1996-3 Invested Amount by
causing an amount of funds equal to the desired amount of the reduction that are
available for this purpose in accordance with the terms of the Supplement to be
transferred to the Agent, for the account of the Purchasers (and application to
the respective and ratable reduction of the funded principal amount of the
Certificate of each Purchaser), provided that any reduction to the aggregate
funded principal amounts represented by the Certificates must be in a minimum
amount of $1,000,000 (or the entire funded principal amount, if less) or a
greater integral multiple of $1,000,000.

         SECTION III.2 Notice to Purchasers. The Agent shall promptly advise the
Purchasers of any notice received by the Agent pursuant to Section 3.1.

ARTICLE IV TRANCHES, INTEREST AND FEES

         SECTION IV.1 Tranches. (a) Each time Transferor requests the Purchasers
to make Purchases hereunder, Transferor will notify the Agent in writing as to
whether the Trust Interests included in the Purchase shall, in whole or in part,
be deemed part of the ABR Tranche or (subject to subsections (b)(iii) and
(b)(iv) below) a Eurodollar Tranche.

         (b) Subject to the terms and conditions set forth in this section and
Section 4.4, Transferor shall have the option: (x) on any Business Day, to
convert all or part of the ABR Tranche to a Eurodollar Tranche and (y) on the
last day of any Interest Period of a Eurodollar Tranche, to convert all or any
part of that Eurodollar Tranche to form a part of the ABR Tranche and/or to
continue all or any part of that Eurodollar Tranche as a new Eurodollar Tranche,
the Interest Period for which shall commence on the last day of the prior
Interest Period; provided, that:


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                  (i) subject to Section 4.4, each conversion or continuation
         shall be made ratably among the Purchasers in accordance with their
         respective amounts of the Purchases comprising the converted or
         continued Tranche,

                  (ii) if less than all of the outstanding amount of any Tranche
         shall be converted or continued, the aggregate amount of the Tranche
         converted or continued shall be in an integral multiple of $1,000,000
         and in a minimum principal amount of $2,000,000,

                  (iii) no outstanding Eurodollar Tranche may be continued as a
         Eurodollar Tranche, and no portion of the ABR Tranche may be converted
         into a Eurodollar Tranche, at any time that an Early Amortization Event
         has occurred and is continuing; and any Interest Period for a
         Eurodollar Tranche that commences after the commencement of the
         Amortization Period must begin on a Distribution Date and end on the
         next Distribution Date, and

                  (iv) there shall not be more than twelve separate Eurodollar
         Tranches outstanding at any one time.

         (c) If Transferor wishes to convert and/or continue a Tranche under
this section, Transferor shall notify the Agent in writing (i) in the case of a
conversion to or continuation of a Eurodollar Tranche, not later than 3:00 p.m.,
New York City time, three Business Days prior to the date of the proposed
conversion or continuation date and (ii) otherwise, not later than noon, New
York City time, one Business Day prior to the date of the proposed conversion or
continuation. Each notice shall be irrevocable and shall refer to this Agreement
and specify (x) the identity and amount of the Tranche that Transferor wishes to
convert or continue, (y) whether all or part of the Tranche is to be converted
into or continued as a Eurodollar Tranche and (z) the date of the proposed
conversion or continuation (which shall be a Business Day). If Transferor shall
not have delivered a timely notice in accordance with this section with respect
to any Tranche, the Tranche shall, at the end of the Interest Period applicable
to it (unless repaid pursuant to the terms hereof), automatically be converted
into or continued as the ABR Tranche. The Agent shall promptly advise the
Purchasers of any notice given pursuant to this section and of each Purchaser's
portion of any converted or continued Tranche.

         (d) In accordance with Section 4.1 of the Supplement, each Purchaser


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and the Agent will be entitled to receive additional interest (at the rate
specified therein) on amounts that are not paid when due under this Agreement or
under its Certificate.

         SECTION IV.2 Fees. (a) Each Purchaser shall be entitled to receive from
Collections a fee (a "Non-Usage Fee"), for the period from the date hereof up to
the end of the Revolving Period for Series 1996-3, equal to 0.20% per annum on
the daily average of (i) the Stated Amount of its Certificate minus (ii) the
amount represented by the Purchaser's Percentage of the Series 1996-3 Invested
Amount. The Non-Usage Fee shall be payable in arrears on each Distribution Date.
The Non-Usage Fee for any Distribution Date shall be calculated on the basis of
the actual number of days elapsed since the preceding Distribution Date (or, if
prior to the first subsequent Distribution Date after the date hereof, during
the period from the date hereof to such Distribution Date) over a year of 365 or
366 days, as applicable.

         (b) The Agent shall be entitled to receive from Collections an agent's
fee at the times and in the amount set forth in that certain fee letter dated as
of the date hereof (as amended, or otherwise modified from time to time) between
the Transferor and the Agent.

         SECTION IV.3 Yield Protection. (a) Notwithstanding any other provision
herein, if, after the date hereof, either:

                  (i) the adoption of any law, rule or regulation (including any
         imposition or increase of reserve requirements) or any change after the
         date hereof in the interpretation or administration of any law, rule or
         regulation by any Governmental Authority, central bank or comparable
         agency charged with the interpretation or administration thereof, or

                  (ii) the compliance by a Purchaser with any new or revised
         guideline or request from any central bank or other Governmental
         Authority or quasi-governmental authority exercising control over banks
         or financial institutions generally (whether or not having the force of
         law),

shall subject a Purchaser to the imposition or modification of any reserve
(including any imposed by the Federal Reserve Board), special deposit or similar
requirement (including a reserve, special deposit or similar requirement that
takes the form of a tax) against assets of, deposits with or for the account 


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of, or credit extended by, the Purchaser or the office from time to time that it
designates to the Agent as the office through which it makes and maintains its
Purchases comprising part of a Eurodollar Tranche (as to each Purchaser, its
"LIBOR Office") or impose any other condition on a Purchaser affecting its
Eurodollar Tranches or its obligations hereunder, and as a result of either of
the foregoing there shall be any increase in the cost to the Purchaser of
agreeing to make or making, funding or maintaining Purchases as Eurodollar
Tranches, or there shall be a reduction in the amount received or receivable by
the Purchaser or its LIBOR Office, then, upon written notice from the Purchaser
to Transferor and Servicer (with a copy to the Agent), signed by an officer of
the Purchaser with knowledge of and responsibility for such matters, and setting
forth in reasonable detail the calculation used to arrive at the amounts, the
Purchaser shall be entitled to receive such additional amounts sufficient to
indemnify that Purchaser against the increased cost or reduction in amounts
received or receivable. Any such additional amounts shall constitute "Additional
Amounts" for purposes of the Supplement, and the applicable Purchaser shall be
entitled to receive these additional amounts solely from amounts allocated
thereto and paid pursuant to the Supplement.

         (b) If a Purchaser shall reasonably determine that the adoption after
the date hereof of any law, rule or regulation regarding capital adequacy or
capital maintenance, or any change after the date hereof in any of the foregoing
or in the interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by a Purchaser, any of its lending offices
or its holding company with any new or revised request or directive regarding
capital adequacy or capital maintenance (whether or not having the force of law)
of any such Governmental Authority, central bank or comparable agency, has or
would have the effect of reducing the rate of return on the Purchaser's capital
or the capital of its holding company as a consequence of this Agreement, the
commitment of such Purchaser to make Purchases or the Purchases made by such
Purchaser pursuant hereto to a level below what the Purchaser or its holding
company could have achieved but for the adoption, change or compliance (taking
into consideration the Purchaser's policies, and the policies of its holding
company, with respect to capital adequacy), then, upon written notice from the
Purchaser to Transferor and Servicer (with a copy to the Agent), signed by an
officer of the Purchaser with knowledge of and responsibility for such matters,
and setting forth in reasonable detail the calculation used to arrive at the
amounts, the Purchaser shall be entitled to receive such additional amounts as
will compensate the Purchaser or its holding company for the reduction. Any such
additional amounts shall constitute 


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<PAGE>

"Additional Amounts" for purposes of the Supplement, and the applicable
Purchaser shall be entitled to receive these additional amounts solely from
amounts allocated thereto and paid pursuant to the Supplement.

         (c) A Purchaser shall promptly notify Transferor, Servicer and the
Agent in writing of any event of which it has knowledge occurring after the date
hereof that will entitle it to compensation pursuant to this section. A
certificate of the Purchaser, signed by an officer of the Purchaser with
knowledge of and responsibility for such matters, and setting forth in
reasonable detail the calculation used to arrive at the amounts necessary to
compensate the Purchaser or its holding company as specified in subsection (a)
or (b), as the case may be, shall be delivered to Transferor and Servicer and
shall be conclusive absent demonstrable error.

         (d) Failure on the part of a Purchaser to demand compensation for any
amounts as specified in subsection (a) or (b) with respect to any period shall
not constitute a waiver of its right to demand compensation with respect to that
period or any other period. The protection of this section shall be available to
the Purchasers regardless of any possible contention of the invalidity or
inapplicability of the law, rule, regulation, guideline or other change or
condition that shall have occurred or been imposed.

         (e) Promptly after giving any notice to Transferor pursuant to this
section, a Purchaser will seek to designate one of its offices located at an
address other than that previously designated pursuant to this Agreement as the
office from which its Purchases will be made after the designation if it will
avoid the need for, or materially reduce the amount of, any payment to which the
Purchaser would otherwise be entitled pursuant to this section and will not, in
the sole discretion of the Purchaser, be otherwise disadvantageous to the
Purchaser.

         SECTION IV.4 Illegality; Unavailability. (a) In the event that on any
date any Purchaser shall have determined (which determination shall be final and
conclusive and binding upon all parties) that the making or continuation of its
Purchases as Eurodollar Tranches has become unlawful by compliance by the
Purchaser in good faith with any law, governmental rule, regulation or order or
has become impossible as a result of a contingency occurring after the date
hereof that materially and adversely affects its interbank eurodollar market,
then, and in any such event, that Purchaser shall promptly give notice (by
telephone confirmed in writing) to Transferor, Servicer and the Agent (which
notice the Agent shall promptly transmit to each Purchaser) of that


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determination. The obligation of the affected Purchaser to make or maintain its
Purchases as Eurodollar Tranches during any such period shall be terminated at
the earlier of the termination of the Interest Period then in effect for each
Eurodollar Tranche or when required by law, and Transferor shall, no later than
the time specified for the termination, convert any Purchases of the affected
Purchaser that constitute part of any Eurodollar Tranche into a part of the ABR
Tranche.

         (b) If, prior to the beginning of any Interest Period, the Agent shall
have determined (which determination shall be final and conclusive and binding
upon all parties) that: (i) Dollar deposits in the relevant amount and for the
Interest Period are not available in the relevant interbank eurodollar market or
(ii) by reason of circumstances arising after the date of this Agreement and
affecting the interbank eurodollar market, that adequate and fair means do not
exist for ascertaining the Eurodollar Rate applicable to a Eurodollar Tranche,
then the Agent shall promptly give notice of this determination to Transferor
and to each Purchaser. Thereafter, and continuing until the Agent shall notify
Transferor that the circumstances giving rise to this determination no longer
exist, (x) each Eurodollar Tranche will, on the last day of the applicable
Interest Period, convert into a part of the ABR Tranche, (y) the right of
Transferor to request Eurodollar Tranches shall be suspended and (z) any
Purchases requested to be made as Eurodollar Tranches prior to such time but not
yet made shall be made as ABR Tranches.

         SECTION IV.5 Indemnity. If a Purchaser shall incur any losses, expenses
or liabilities (including any interest paid to lenders of funds borrowed by it
to fund any Purchase of a Certificate as a Eurodollar Tranche and any loss
sustained in connection with the re-deployment of such funds) as a result of (a)
the failure of a Purchase to be made on a date specified therefor in a notice
delivered by Transferor pursuant to Section 2.2 (other than any such failure
resulting from the Purchaser's default in the performance of its obligations
hereunder) or (b) any repayment, including under Section 3.1, of any part of the
Series 1996-3 Invested Amount allocated to a Eurodollar Tranche on a date that
is not the last day of the Interest Period applicable to that part of the Series
1996-3 Invested Amount or that is any date other than the date specified in a
notice of repayment given by Servicer, then, upon written notice (which notice
shall be signed by an officer of the Purchaser with knowledge of and
responsibility for such matters and shall set forth in reasonable detail the
basis for requesting the amounts) from the Purchaser to Transferor and Servicer,
additional amounts sufficient to indemnify the Purchaser against the losses,
liabilities and reasonable expenses, but not for any lost profits associated


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therewith, shall constitute "Additional Amounts" for purposes of the Supplement,
and the Purchaser shall be entitled to receive these additional amounts, solely
from amounts allocated thereto and paid pursuant to the Supplement.

         SECTION IV.6 Taxes. (a) Any and all payments made to each Purchaser
under its Certificate shall be made free and clear of and without deduction for
any and all present or future taxes, levies, imposts, duties, charges, fees,
deductions or withholdings of any nature and whatever called, by whomsoever, on
whomsoever and wherever imposed, levied, collected, withheld or assessed,
excluding taxes imposed by the jurisdiction in which (i) that Purchaser is
incorporated or (ii) that Purchaser's principal office (and/or the office where
it books its investment in its Certificate) is located, on all or part of the
net income, profits or gains of that Purchaser (whether worldwide, or only
insofar as such income, profits or gains are considered to arise in or to relate
to a particular jurisdiction, or otherwise) (all the nonexcluded taxes, levies,
imposts, charges, deductions, withholdings and liabilities being hereinafter
referred to as "Taxes"). If Trustee or the Agent are required by law to deduct
or withhold any Taxes from or in respect of any sum payable hereunder or under
any Certificate to a Purchaser, then the sum payable shall be increased by the
amount necessary to yield to such Purchaser (after payment of all Taxes) an
amount equal to the sum it would have received had no such deductions or
withholdings been made, and the additional amount shall constitute "Additional
Amounts" for purposes of the Supplement, and the Purchaser shall be entitled to
receive these additional amounts, solely from amounts allocated thereto and paid
pursuant to the Supplement; provided, however, that no additional amounts shall
be paid under this Section 4.6 to the extent that the Taxes which gave rise to
the liability for such additional amounts would not have been imposed but for a
change in the Purchaser's circumstances including without limitation a change in
its jurisdiction of incorporation, the location or jurisdiction of residence of
its principal lending office and/or the office where it books its investment in
its Certificate; provided, further, that if a Purchaser that becomes entitled to
additional amounts with respect to Taxes can avoid or reduce its liability for
such Taxes by performing any ministerial act, such as the filing of a form or
the making of an election, such Purchaser shall use its reasonable efforts to
perform such act, unless such Purchaser determines in its reasonable judgement
that doing so would adversely affect it.

         (b) Each Purchaser (or Participant or Assignee) that receives any
additional amounts pursuant to this Section 4.6 and that realizes a cash tax
benefit, whether by way of credit, deduction, refund or otherwise (a "Tax


                                                                         Page 11
<PAGE>

Benefit") in respect of any Taxes on account of which such additional amounts
have been paid, shall (A) promptly thereafter pay to the Trust the amount of
such Tax Benefit and (B) within 90 days after the close of the Purchaser's (or
Assignee's or Participant's) taxable year during which any such additional
amounts have been paid, deliver a certificate from an accounting firm of
international reputation setting forth its determination of the amount of any
such Tax Benefit realized in such taxable year and detailing the basis for its
determination; provided that, if the determination of the extent to which any
Tax Benefit realized in a taxable year is in respect of Taxes on account of
which such additional amounts have been paid or in respect of other items (the
"Other Items") available to such Purchaser (or Assignee or Participant), the Tax
Benefit shall be treated as realized in respect of such additional amounts on a
pro-rata basis with the Other Items, unless, and to the extent, the local law
which grants such Tax Benefit provides rules for determining the extent to which
the Tax Benefit was attributable to the Other Items, in which case the Tax
Benefit shall be deemed realized in accordance with the manner provided by such
local law. For purposes of the Supplement, any such amount paid by a Purchaser
to the Trust shall be treated as Collections on Receivables. Nothing in this
paragraph (b) shall be interpreted so as to require a Purchaser to file any
return, make any election, take any position or otherwise take any action
inconsistent with its usual and customary Tax reporting practices.

         (c) Whenever any Taxes are paid by Trustee pursuant to subsection (a),
as promptly as possible thereafter Servicer shall send to the relevant Purchaser
the original or a certified copy of an original official receipt showing payment
thereof (if any) or any other evidence of the payment as may be available to
Servicer through the exercise of its reasonable efforts. If Trustee fails to pay
any Taxes when due to the appropriate taxing authority or fails to remit to the
Purchaser the required receipts or other required documentary evidence, the
Purchaser shall be entitled to receive, solely from amounts allocated with
respect thereto and paid pursuant to the Supplement, additional amounts
necessary to indemnify it for any incremental taxes, interest or penalties that
may become payable by the Purchaser as a result of any such failure, and the
amounts shall constitute "Additional Amounts" for purposes of the Supplement,
and the Purchaser shall be entitled to receive these additional amounts, solely
from amounts allocated thereto and paid pursuant to the Supplement.

         (d) On or before the date it becomes a party to this Agreement (or, in
the case of any Support Bank, at the time it becomes a Support Bank) (and, so
long as it may properly do so, periodically thereafter, as requested by
Servicer, to keep forms up to date), each Purchaser, including any Assignee,
that is not a 


                                                                         Page 12
<PAGE>

United States person (as defined in section 7701(a)(30) of the Internal Revenue
Code), shall deliver to Trustee any certificates, documents or other evidence
that shall be required by the Internal Revenue Code or Treasury Regulations
issued pursuant thereto to establish that, assuming the Certificates are
properly characterized as indebtedness for Federal income tax purposes, it is
exempt from existing United States Federal withholding (including backup
withholding) requirements, including (i) two original copies of Internal Revenue
Service Form 4224 or successor applicable form, properly completed and duly
executed by the Purchaser or Assignee certifying that it is entitled to receive
payments under this Agreement or any Certificate without deduction or
withholding of any United States Federal income taxes, or (ii) an original copy
of Internal Revenue Service Form W-8 or applicable successor form, properly
completed and duly executed; provided, that if any Purchaser does not comply
with this subsection 4.6(d) (it being understood that a Purchaser's inability to
properly provide the documents described herein after the date it becomes a
party hereto, in the case of a Purchaser other than a Support Bank, or after the
date it becomes a Support Bank, in the case of a Support Bank, shall not
constitute failure to comply with this Section 4.6(d)), amounts payable to such
Purchaser under this Section 4.6 shall be limited to amounts that would have
been payable under this section if such Purchaser had so complied.

ARTICLE V OTHER PAYMENT TERMS

         SECTION V.1 Time and Method of Payment. (a) All amounts payable to any
Purchaser hereunder or with respect to its Certificate shall be made to the
Agent for the account of the Purchaser by wire transfer of immediately available
funds in Dollars not later than 2:00 p.m., New York City time, on the date due.
Any funds received after that time will be deemed to have been received on the
next Business Day. The Agent shall distribute all payments to the Purchasers, in
accordance with their respective interests, prior to the close of business on
the Business Day on which any payment is deemed received.

         (b) On any date on which a payment to one or more Purchasers hereunder
or under the Certificates is due and payable, the Agent may (but in no event
shall be required to) assume that the payment has been made available to the
Agent on the date of the payment in accordance with this section, and the Agent
may (but in no event shall be required to), in reliance upon this assumption,
make payment of a corresponding amount to the Purchasers. If and to the extent
any amounts shall not have so been made available to the Agent, each Purchaser
irrevocably and unconditionally agrees to repay to the Agent forthwith on demand
the amount of payment it received together with interest 


                                                                         Page 13
<PAGE>

thereon, for each day from the date payment is made by the Agent until the date
the amount is repaid to the Agent, (i) for the first three days following the
date the payment is made, at a rate per annum equal to the Federal Funds Rate
and (ii) thereafter, at a rate per annum equal to the Federal Funds Rate plus
1%.

         SECTION V.2 Pro Rata Treatment. Each repayment of the principal of the
Certificates, (except as otherwise required by Section 2.2(c)), each payment of
interest thereon, each payment of the Non-Usage Fee, each reduction of the
Stated Amounts and each conversion or continuation of any Tranche (except as
otherwise required by Section 4.4(a) with respect to conversions) shall be
allocated pro rata among the Purchasers on the date of payment or reduction, in
accordance with their respective Percentages (unless the Agent has made the
election specified in Section 2.2(c), in which case such allocation shall be pro
rata in accordance with funded principal amounts). Each Purchaser agrees that in
computing its portion of any Purchases to be made hereunder, the Agent may, in
its discretion, round each Purchaser's pro rata share of the Purchases to the
next higher or lower whole dollar amount.

ARTICLE VI REPRESENTATIONS AND WARRANTIES

         SECTION VI.1 Transferor. As of the date hereof, Transferor represents
and warrants to the Purchasers that each of its representations and warranties
in the Pooling Agreement and Purchase Agreement is true and correct, as if made
on the date hereof, and further represents and warrants that:

                  (a) no Early Amortization Event or Unmatured Early
         Amortization Event exists;

                  (b) assuming the accuracy of each Purchaser's representations
         set out in Section 6.3 and that no Purchaser (and no Person acting on
         any Purchaser's behalf) has made a general solicitation or general
         advertising within the meaning of the Securities Act, the offer and
         sale of the Certificates in the manner contemplated by this Agreement
         is a transaction exempt from the registration requirements of the
         Securities Act, and the Pooling Agreement is not required to be
         qualified under the Trust Indenture Act of 1939, as amended;

                  (c) no information supplied by or on behalf of Transferor or
         Big Flower or any of its Subsidiaries to the Agent or the Purchasers in
         connection with the Transaction Documents contains any untrue statement
         of a material fact or omits to state a material fact necessary to 


                                                                         Page 14
<PAGE>

         make the statements contained herein or therein not misleading in light
         of the circumstances under which they were made;

                  (d) the Certificates have been duly and validly authorized by
         Transferor and, from and after the date on which the Certificates are
         executed by Transferor and authenticated by the Trustee in accordance
         with the terms of the Pooling Agreement and the Supplement and
         delivered to and paid for by the Purchasers in accordance with the
         terms of this Agreement, will be validly issued and outstanding and
         will constitute valid and legally binding obligations of the Trust
         entitled to the benefits of the Pooling Agreement and the Supplement
         and enforceable against the Trust in accordance with their terms; and

                  (e) the Certificates are not subject to any Adverse Claim
         created by, securing an obligation of or otherwise attributable to
         Transferor and the Transferor is conveying to the Purchasers all of its
         right, title and interest in such Certificates.

         SECTION VI.2 Big Flower. As of the date hereof, Big Flower represents
and warrants to the Purchasers that:

                  (a) each of its representations and warranties in the Pooling
         Agreement (in its capacity as Servicer) and the Purchase Agreement (in
         its capacity as Servicer) is true and correct, as if made on the date
         hereof with the same effect as if made on that date (unless
         specifically stated to relate to an earlier date);

                  (b) the audited annual financial statements of Big Flower, for
         the period ending December 31, 1995 present fairly in all material
         respects the financial position, results of operations and cash flows
         of Big Flower and its consolidated Subsidiaries at the dates and for
         the periods to which they relate and have been prepared in accordance
         with generally accepted accounting principles applied on a consistent
         basis, except as otherwise stated therein;

                  (c) since December 31, 1995 through to the date hereof (and
         except as contemplated in the Pro Forma Financial Data), (i) there has
         been no material adverse change in the condition, financial or
         otherwise, or the earnings, business affairs or business prospects of
         Transferor or Big Flower, whether or not arising in the ordinary course
         of business, and (ii) there have been no transactions (except the
         execution and 


                                                                         Page 15
<PAGE>

         delivery of Transaction Documents and the consummation of the
         transactions and refinancings contemplated by the Pro Forma Financial
         Data) entered into by Transferor or Big Flower that are material with
         respect to the condition, financial or otherwise, or the earnings,
         business affairs or business prospects of Transferor or Big Flower; and

                  (d) no information supplied by or on behalf of Transferor or
         Big Flower or any of its Subsidiaries to the Agent or the Purchasers in
         connection with the Transaction Documents contains any untrue statement
         of a material fact or omits to state a material fact necessary to make
         the statements contained herein or therein not misleading in light of
         the circumstances under which they were made.

         SECTION VI.3 Purchasers. As of the date hereof (or such later date on
which it acquires its Certificate in accordance with Section 10.3), each
Purchaser represents and warrants (and each Assignee shall be deemed to
represent and warrant as of the date that its assignment becomes effective)
that:

                  (a) it is a "qualified institutional buyer" as that term is
         defined under Rule 144A of the Securities Act (or, in the case of an
         Assignee, it either (x) is a "qualified institutional buyer" as that
         term is defined under Rule 144A of the Securities Act or an "accredited
         investor" within the meaning of Rule 501(a) (1), (2), (3) or (7) of the
         Securities Act, (y) is not a "U.S. person" (as defined in Rule 901
         under the Securities Act) or (z) is a "U.S. person" (as defined in Rule
         901 under the Securities Act) which has acquired its Certificate in a
         transaction exempt from the Securities Act and it has provided the
         Trustee and Transferor an opinion of counsel as to such exemption in a
         form satisfactory to the Trustee and Transferor) and it is not
         purchasing its Certificate with a view to making a distribution thereof
         (within the meaning of the Securities Act); and

                  (b) it is not an employee benefit plan, retirement
         arrangement, individual retirement account or Keogh plan subject to
         either Title I of ERISA, or Section 4975 of the Internal Revenue Code
         (each, a "Plan") or an entity using "plan assets" of a Plan to purchase
         a Certificate.


                                                                         Page 16
<PAGE>

ARTICLE VII CONDITIONS

         SECTION VII.1 Conditions to Initial Purchase. The obligation of each
Purchaser to Purchase its Certificate shall be subject to the satisfaction of
the conditions precedent that (w) the Certificates shall have been rated "AAA"
by Duff & Phelps Credit Rating Co. and Standard & Poor's Ratings Services, (x)
the Agent shall have received, for the account of such Purchaser, a duly
executed and authenticated Certificate registered in its name and in a Stated
Amount equal to the amount set out opposite its name on the signature pages of
this Agreement, (y) the Agent shall have received certain fees and reimbursement
of any expenses referred to in Section 10.5 for which invoices have been
presented and (z) the Agent shall have received, for the account of such
Purchaser, an original (except as indicated below) counterpart of the following
(each of which, if not in a form attached to this Agreement, shall be in form
and substance satisfactory to the Agent):

                  (a) copies of the Pooling Agreement (including the Series
         1996-2 Supplement and the Series 1996-3 Supplement), the Purchase
         Agreement and the Guaranty, each of which shall be in full force and
         effect, and all actions required to be taken under those documents in
         connection with the issuance of the Certificates shall have been taken;

                  (b) copies of each Account Agreement;

                  (c) a certificate of the Secretary, or an Assistant Secretary,
         of each of Transferor, Servicer, Guarantor and each Seller with respect
         to:

                          (i) attached copies of resolutions of its Board of
                  Directors then in full force and effect authorizing the
                  execution, delivery and performance of the Transaction
                  Documents,

                           (ii) the incumbency and signatures of those of its
                  officers authorized to act with respect to the Transaction
                  Documents,

                           (iii) attached copies of its certificate of
                  incorporation and by-laws;

                  (d) a certificate of an Authorized Officer of each of
         Transferor, Servicer, Guarantor and each Seller as to the satisfaction
         of the conditions precedent set forth in Section 7.2,


                                                                         Page 17
<PAGE>

                  (e) an opinion of counsel to Trustee as to the due
         authorization, execution and delivery by Trustee of the Pooling
         Agreement and this Supplement, as to the due authentication by Trustee
         of the Certificates and as to related matters;

                  (f) the Daily Report for the date hereof;

                  (g) a pro forma balance sheet of Transferor as of the date
         hereof, after giving effect to the transactions contemplated by the
         Supplement, certified by an appropriate officer of Big Flower;

                  (h) evidence that the Series 1996-2 Certificates (as defined
         in the Series 1996-2 Supplement) will be issued and authenticated
         contemporaneously with the issuance and authentication of the
         Certificates;

                  (i) results of recent searches of the UCC filing records and
         tax and ERISA and judgment lien records in each jurisdiction in which a
         filing has been made naming a Seller or Transferor as debtor in
         connection with the Pooling Agreement or the Purchase Agreement for
         filings against each Seller (including any predecessors in interest to
         any Seller going back five years) and Transferor, showing no filings of
         record that cover any of the Receivables or the Related Transferred
         Assets other than (i) the financing statements naming Trustee as
         secured party which have been filed in connection with the Pooling
         Agreement and the Purchase Agreement and (ii) any other filings as to
         which the Agent has received signed UCC-3 termination statements or pay
         off letters in form and substance satisfactory to it;

                  (j) the following opinions addressed to the Agent, the
         Purchasers and Trustee, and in each case as to the matters and in such
         form and substance as shall be satisfactory to the Agent, the
         Purchasers and Trustee:

                          (i) opinions of Skadden, Arps, Slate, Meagher & Flom
                  as to certain corporate and securities matters, Federal and
                  state tax and UCC matters, true sale and non-consolidation;
                  and

                           (ii) an opinion of Ira Horowitz, general counsel to
                  Webcraft Technologies, Inc. as to certain corporate, state tax
                  and 


                                                                         Page 18
<PAGE>

                  UCC matters;

                           (iii) an opinion of Hunton & Williams, as to Maryland
                  law issues;

                           (iv) opinions of Jones, Day, Reavis & Pogue, as to
                  Texas and Pennsylvania law issues; and

                           (v) an opinion of Lowenstein, Sandler, Kohl, Fisher &
                  Boylan, as to New Jersey law issues.

                  (k) an agreed-upon procedures letter, in form and substance
         satisfactory to the Agent, from Deloitte & Touche, with respect to
         certain historical information provided by Big Flower and the Sellers
         relating to the Receivables, and a form of agreed-upon procedures
         letter, in form and substance satisfactory to the Agent, as to the
         reports to be delivered under Section 3.7 of the Pooling Agreement; and

                  (l) a termination agreement from the Holders of the Series
         1996-1 Certificates in substantially the form of Exhibit D to the
         Series 1996-2 Supplement appropriately completed and duly executed by
         each party thereto; and

                  (m) any other information, certificates, opinions and
         documents as the Agent may have reasonably requested.

         If the conditions specified above have not been fulfilled on the date
hereof, any condition specified in this Agreement shall not have been fulfilled
when and as required in this Agreement or waived by the Purchasers, in each case
a Purchaser's obligations to purchase the Certificates pursuant to this
Agreement may be terminated by notice to Transferor. In addition, if, under the
circumstances, it shall not be feasible for the Purchasers to invest on the date
the funds that are held available by the Purchasers for the Purchase, Transferor
shall pay the Purchasers interest on the funds at the Alternate Base Rate from
the date of the notice until the next succeeding Business Day on which it is
feasible for the Purchasers to invest the funds; provided that amounts payable
as interest under this paragraph shall constitute "Additional Amounts" for
purposes of the Supplement and shall be payable by Transferor only to the extent
that funds are available to make the payments pursuant to Article IV of the
Series 1996-2 Supplement, and there shall be no recourse to Transferor for all
or any part of any amounts payable pursuant to this paragraph if the funds are
at any 


                                                                         Page 19
<PAGE>

time insufficient to make all or part of any such payments. Any amount which
Transferor does not pay pursuant to the operation of the preceding sentence
shall not constitute a claim (as defined in ss. 101 of the Bankruptcy Code)
against or corporate obligation of Transferor for any such insufficiency.
Nothing in this paragraph shall operate to relieve Transferor from any of its
obligations hereunder or otherwise waive any of the Purchasers' rights against
Transferor.

         SECTION VII.2 Conditions to Each Purchase. The obligation of each
Purchaser to make any Purchase on any day (including those comprising the
initial Purchase) shall be subject to the Agent's receipt of the Daily Report
for that day and to the conditions precedent that on the date of the Purchase,
before and after giving effect thereto and to the application of any proceeds
therefrom, the following statements shall be true:

                  (a) the representations and warranties of Transferor and Big
         Flower set out in this Agreement (other than in Section 6.2(b) or (c))
         are true and accurate as of that date with the same effect as though
         made on that date (unless specifically stated to relate to an earlier
         date); and

                  (b) no Early Amortization Event or Unmatured Early
         Amortization Event has occurred and is continuing.

         The giving of any notice pursuant to Section 2.2 shall constitute a
representation and warranty by Transferor and Big Flower that the foregoing
statements (limited, in the case of subsection (a) to the representations and
warranties of the Person deemed to make the representation and warranty referred
to in this sentence) are true.

ARTICLE VIII COVENANTS

         SECTION VIII.1 Covenants. Transferor and Big Flower each severally
covenant and agree that, until the Certificates have been paid in full, it will:

                  (a) with reasonable promptness deliver to each Purchaser such
         information, documents, records or reports respecting the Program or
         the Receivables as the Purchaser may from time to time reasonably
         request;

                  (b) at the same time any report (including any Daily Report,
         Monthly Report or annual auditors' report), notice or other document is
         provided, or caused to be provided, by Transferor or Servicer to
         Trustee 


                                                                         Page 20
<PAGE>

         under the Pooling Agreement, provide each Purchaser with a copy of the
         report;

                  (c) until the Certificates have been paid in full, not allow
         (i) to be outstanding over 100 Private Holders of Subject Instruments
         and (ii) any Subject Instruments to be traded on an Established
         Securities Market, registered under the Securities Act or offered or
         sold pursuant to Regulation S (17 CFR 230.901 through 230.904 or any
         successor thereto) if such offering or sale would have been required to
         be registered under the Securities Act if the interests so offered or
         sold had been offered and sold within the United States;

                  (d) furnish to the Agent (with sufficient copies for all the
         Purchasers), and the Agent will promptly forward to each Purchaser:

                          (i) as soon as available and in any event within 50
                  days after the close of each of the first three quarterly
                  accounting periods in each fiscal year of Big Flower, the
                  consolidated balance sheet of Big Flower and its Subsidiaries
                  as at the end of such quarterly period and the related
                  statements of income and retained earnings and cash flows for
                  such quarterly period and for the elapsed portion of the
                  fiscal year of Big Flower ended with the last day of such
                  quarterly period (provided that for any quarterly accounting
                  period during which Big Flower is a company required to file
                  Form 10-K Reports and Form 10-Q Reports under the Securities
                  and Exchange Act of 1934, the furnishing of Big Flower's Form
                  10-Q Report filed with the Securities and Exchange Commission
                  for such quarterly accounting period shall satisfy the
                  requirements of this clause (i) for the respective fiscal
                  quarter), which items shall be certified by an appropriate
                  officer of Big Flower and subject to normal year-end audit
                  adjustments and the absence of footnotes;

                          (ii) as soon as available and in any event within 50
                  days after the close of each quarterly accounting period in
                  each fiscal year, the balance sheet of Transferor as of the
                  end of such quarterly period and the related statements of
                  income for such quarterly period; and

                          (iii) within 95 days after the close of each fiscal
                  year of Big Flower, the consolidated balance sheets of Big
                  Flower and its 


                                                                         Page 21
<PAGE>

                  Subsidiaries as at the end of such fiscal year and the related
                  statements of income and retained earnings and cash flows for
                  such fiscal year, certified by Deloitte & Touche or such other
                  independent certified public accountants of recognized
                  national standing reasonably acceptable to the Agent; provided
                  that for any fiscal year for which Big Flower is a company
                  required to file Form 10-K Reports and Form 10-Q Reports under
                  the Securities and Exchange Act of 1934, the furnishing of Big
                  Flower's Form 10-K Report filed with the Securities and
                  Exchange Commission for such annual accounting period shall
                  satisfy the requirements of this clause (iii) for the
                  respective fiscal year;

                  (e) during regular business hours and (so long as no Early
         Amortization Event has occurred and is continuing) upon two Business
         Days prior written notice, permit the Agent, as an expense of Servicer
         paid out of the Servicing Fee (provided that such expense shall be
         reasonable), (i) to conduct reviews of, all Records in the possession
         or under the control of Servicer, Transferor or any Seller, including
         the related Contracts and purchase orders, invoices and other
         agreements related thereto, and (ii) to visit the offices and
         properties of Servicer, Transferor or any Seller and to discuss matters
         relating to the Receivables or the Related Assets or the performance by
         Servicer, Transferor or any Seller of their respective obligations
         under any Transaction Document with any officer, employee or
         representative of Servicer, Transferor or any Seller; provided that if
         no Early Amortization Event is continuing, the Agent shall conduct, or
         cause its agents or representatives to conduct, no more than two
         reviews of the type described in this paragraph in each year.


                                                                         Page 22
<PAGE>

         SECTION VIII.2 Transfers. Each Purchaser agrees that it will not make
any general solicitation or general advertising for the offer or sale of the
Certificates and will not transfer its Certificate (or any portion thereof) to
any Person except (a) within the United States to a Person which such Purchaser
reasonably believes is a "qualified institutional buyer" (as defined in Rule
144A under the Securities Act) that is purchasing (1) for its own account or (2)
for the account of a "qualified institutional buyer" (as so defined) that is, in
either case, aware that such resale, pledge or transfer is being made in
reliance on Rule 144A under the Securities Act, (b) in the United States to a
Person which has provided the Trustee and Transferor with a certificate to the
effect that such Person is an institutional "accredited investor" within the
meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities
Act) that is not also a "qualified institutional buyer" (as defined in said Rule
144A) upon delivery of an opinion of counsel in form and substance satisfactory
to Transferor and the Trustee to the effect that registration of the
Certificates is not required in respect of such transfer, (c) in the United
States in compliance with Rule 144 of the Securities Act if available, upon
delivery of an opinion of counsel in a form satisfactory to the Trustee and
Transferor (with respect to clauses (a), (b) and (c) above, if such Person is
not a Plan or an entity using "plan assets" of a Plan to purchase a
Certificate), (d) outside the United States to a Person which has provided the
Trustee and Transferor with a certificate to the effect that such Person is not
a "U.S. person" (as defined in Rule 901 of Regulation S under the Securities
Act) and (e) to the Transferor. Each Purchaser further agrees to provide to any
Person purchasing any Certificates from it a notice advising such purchaser that
resales of the Certificates are restricted as stated above.

ARTICLE IX AGENT; REQUIRED PURCHASERS

         SECTION IX.1 Appointment. The Purchasers hereby designate Caisse
Nationale De Credit Agricole as Agent. Each Purchaser hereby irrevocably
authorizes the Agent to take action on its behalf under the provisions of the
Transaction Documents and any other instruments and agreements referred to
therein and to exercise the powers and perform the duties hereunder and
thereunder that are specifically delegated to or required of the Agent by the
terms hereof and thereof, and any other powers as are reasonably incidental
thereto. The Agent may perform any of its duties by or through its officers,
directors, agents or employees.

         SECTION IX.2 Nature of Duties. The Agent shall not have any duties or
responsibilities except those expressly set forth in this Agreement. Neither 


                                                                         Page 23
<PAGE>

the Agent nor any of its officers, directors, agents or employees shall be
liable for any action taken or omitted by it or them under any Transaction
Document or in connection herewith or therewith, unless caused by their gross
negligence or willful misconduct. The duties of the Agent shall be mechanical
and administrative in nature, the Agent shall not have by reason of this
Agreement a fiduciary relationship in respect of any Purchaser, and nothing in
any Transaction Document, expressed or implied, is intended to or shall be
construed as to impose upon the Agent any obligations in respect of any
Transaction Document except as expressly set forth herein.

         SECTION IX.3 Lack of Reliance on Agent. Independently and without
reliance upon the Agent, each Purchaser, to the extent it deems appropriate, has
made and shall continue to make (a) its own independent investigation of the
financial condition and affairs of Transferor, the Sellers, Servicer, Guarantor
and the Trust in connection with the making and the continuation of each
Purchase and the taking or not taking of any action in connection herewith and
(b) its own appraisal of the creditworthiness of Transferor, the Sellers,
Servicer and Guarantor and the merits and risks of an investment in the
Certificates, and, except as expressly provided in this Agreement, the Agent
shall not have any duty or responsibility, either initially or on a continuing
basis, to provide any Purchaser with any credit or other information with
respect thereto, whether coming into its possession before the making of a
Purchase or at any time or times thereafter. The Agent shall not be responsible
to any Purchaser for any recitals, statements, information, representations or
warranties herein or in any document, certificate or other writing delivered in
connection herewith or for the execution, effectiveness, genuineness, validity,
enforceability, perfection, collectibility, priority or sufficiency of the
Transaction Documents or the financial condition of Transferor, the Sellers,
Servicer, Guarantor or the Trust or be required to make any inquiry concerning
either the performance or observance of any of the terms, provisions or
conditions of any Transaction Document, or the financial condition of
Transferor, the Sellers, Servicer, Guarantor or the Trust or the existence or
possible existence of any Early Amortization Event or Unmatured Early
Amortization Event.

         SECTION IX.4 Certain Rights of Agent. If the Agent shall request
instructions from the Required Purchasers with respect to any act or action
(including failure to act) in connection with any Transaction Document, the
Agent shall be entitled to refrain from acting or taking the action unless and
until the Agent shall have received instructions from the Required Purchasers,
and the Agent shall not incur liability to any Person by reason of so
refraining. Without limiting the foregoing, no Purchaser shall have any right of
action 


                                                                         Page 24
<PAGE>

whatsoever against the Agent as a result of the Agent acting or refraining from
acting under any Transaction Document in accordance with the instructions of the
Required Purchasers or for refraining to act in the absence of instruction.

         SECTION IX.5 Reliance. The Agent shall be entitled to rely, and shall
be fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram,
radiogram, order or other document or telephone message signed, sent or made by
any Person that the Agent believed to be the proper Person. The Agent may
consult with legal counsel (including counsel for any Big Flower Person),
independent public accountants and other experts selected by the Agent and shall
not be liable for any action taken or omitted to be taken in accordance with the
advice of such counsel, accountants or experts.

         SECTION IX.6 Indemnification. To the extent the Agent is not reimbursed
and indemnified by Transferor or Servicer, the Purchasers will reimburse and
indemnify the Agent ratably in accordance with their respective Percentages from
and against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, suits, costs, expenses or disbursements of
whatsoever kind or nature that may be imposed on, asserted against or incurred
or suffered by the Agent (including fees and expenses of legal counsel,
accountants and experts) in performing its duties or as a result of any action
taken or omitted to be taken by the Agent under any Transaction Document or in
any way relating to or arising out of any Transaction Document; provided that no
Purchaser shall be liable for any portion of these liabilities, obligations,
losses, damages, penalties, claims, actions, judgments, suits, costs, expenses
or disbursements resulting from the Agent's gross negligence or willful
misconduct (as determined by a court of competent jurisdiction in a final and
non-appealable order).

         SECTION IX.7 Agent in its Individual Capacity. With respect to its
obligation to purchase a Certificate under this Agreement, the Agent shall have
the rights and powers specified herein for a Purchaser and may exercise the same
rights and powers as though it were not performing the duties of the "Agent"
specified herein, and the term "Purchasers," "Required Purchasers" and "Holders"
or "payees" of any Certificates or any similar terms shall, unless the context
clearly otherwise indicates, include the Agent in its individual capacity. The
Agent and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of banking, trust or other business with Transferor or
Servicer or any Big Flower Person as if the Agent were not performing the duties
specified herein, and may accept fees and other 


                                                                         Page 25
<PAGE>

consideration from Transferor or Servicer for services in connection with this
Agreement and otherwise without having to account for the same to the
Purchasers.

         SECTION IX.8 Resignation by Agent. (a) The Agent may resign at any time
by giving notice to Transferor and the Purchasers. Such resignation shall take
effect upon the appointment of a successor Agent pursuant to subsections (b) and
(c) below or as otherwise provided below.

         (b) Upon any notice of resignation of the Agent, the Required
Purchasers shall appoint a successor Agent hereunder who shall be a commercial
bank or trust company reasonably acceptable to Transferor (it being understood
and agreed that any Purchaser is deemed to be acceptable to Transferor).

         (c) If a successor Agent is not appointed pursuant to subsection (b)
within 30 days after the delivery of the notice referred to in subsection (a),
the resigning Agent, with the consent of Transferor, shall then appoint a
successor Agent who shall serve as Agent hereunder until the time, if any, that
the Required Purchasers appoint a successor Agent as provided above.

         (d) If no successor Agent has been appointed pursuant to subsection (b)
or (c) above by the 60th day after the date notice of resignation was given by
the resigning Agent, such Agent's resignation shall become effective and the
Purchasers shall thereafter perform all the duties of the Agent under the
Transaction Documents until the time, if any, that the Purchasers appoint a
successor Agent as provided above.

         SECTION IX.9 Required Purchasers. "Required Purchasers" means
Purchasers having Percentages that aggregate over 50%.


                                                                         Page 26
<PAGE>

ARTICLE X MISCELLANEOUS PROVISIONS

         SECTION X.1 Amendments. Except as provided in Section 13.1(a) or (b) of
the Pooling Agreement, neither Transferor nor Big Flower shall amend, waive or
otherwise modify any provision of any Transaction Document to which it is a
party, consent to any departure therefrom, or grant any waiver or consent
thereunder, unless the same shall have been consented to in writing by the
Required Series Holders prior to the effectiveness of the same; provided,
however, that no amendment shall (a) decrease in any manner the amount of, or
delay the timing of, any allocation, payment or distribution in respect of any
Certificate without the prior written consent of each Purchaser affected
thereby, (b) amend, modify or waive any provision of this Agreement that
requires the approval or consent of a specified percentage of Purchasers without
the prior written consent of that percentage of Purchasers, (c) amend, modify or
waive the provisions of this section with respect to the rights of any Purchaser
without the consent of that Purchaser, (d) waive any Early Amortization Event
arising from a Bankruptcy Event with respect to Transferor, Big Flower or any
Seller without the consent of each Purchaser, (e) amend or modify the Percentage
of any Purchaser without its prior written consent, (f) waive any of the
requirements hereunder that the interests of Trustee in the Receivables and the
other Transferred Assets be perfected by appropriate UCC filings without the
prior written consent of each Purchaser or (g) amend, modify or otherwise affect
the rights or duties of the Agent hereunder without the prior written consent of
the Agent; provided further that neither the execution and delivery of a
Supplement relating to a refinancing of the Certificates as contemplated by
Section 4.5 of the Supplement relating to the Certificates, nor any other
amendment to the Transaction Documents in connection with such a refinancing,
shall require any consent from any Purchaser, so long as the prior or
contemporaneous repayment in full of the Certificates in accordance with Section
5.2 of the Series 1996-2 Supplement relating to the Certificates is a condition
to the issuance of the refinancing certificates, and of the effectiveness of
such related amendment. Each Purchaser shall be bound by any modification,
waiver or consent authorized by this section.

         SECTION X.2 No Waiver; Remedies. Any waiver, consent or approval given
by any party hereto shall be effective only in the specific instance and for the
specific purpose for which given, and no waiver by a party of any breach or
default under this Agreement shall be deemed a waiver of any other breach or
default. No failure on the part of any party hereto to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any


                                                                         Page 27
<PAGE>

single or partial exercise of any right hereunder, or any abandonment or
discontinuation of steps to enforce the right, power or privilege, preclude any
other or further exercise thereof or the exercise of any other right. No notice
to or demand on any party hereto in any case shall entitle such party to any
other or further notice or demand in the same, similar or other circumstances.
The remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

         SECTION X.3 Successors and Assigns; Assignments. (a) This Agreement
shall be binding upon, and inure to the benefit of, Transferor, Servicer, the
Agent, the Purchasers and their respective successors and assigns; provided that
neither Transferor nor Servicer may assign its rights or obligations hereunder
or in connection herewith or any interest herein (voluntarily, by operation of
law or otherwise) without the prior written consent of all the Purchasers,
except that Servicer may be terminated in accordance with Sections 10.1 and 10.2
of the Pooling Agreement; and provided further, that no Purchaser or Participant
may transfer, pledge, assign, sell participations in or otherwise encumber its
rights or obligations hereunder or any interest herein except as permitted under
this section.

         (b) Each Purchaser may at any time sell to one or more banks or other
entities ("Participants") participating interests in all or any portion of its
Certificate and its obligations hereunder (its "Credit Exposure"); provided that
(x) (i) the selling Purchaser reasonably believes that such Participant is a
"qualified institutional buyer" (as defined in Rule 144A under the Securities
Act), (ii) such Participant shall have certified to the selling Purchaser either
(A) that such Participant is an "accredited investor" within the meaning of Rule
501(a) (1), (2), (3) or (7) of the Securities Act or (B) that such Participant
is not a "U.S. person" as defined in Rule 901 of Regulation S of the Securities
Act, or (iii) such Participant shall have provided such other evidence as such
selling Purchaser reasonably requests to evidence that such sale is in
compliance with the Securities Act and any applicable state securities or blue
sky laws and (y) unless such Participant satisfies clause (ii)(B) above, such
Participant shall have certified to the Trustee and Transferor that such
Participant is not a Plan or an entity using "plan assets" of a Plan to purchase
its participating interest in a Certificate. In the event of any sale by a
Purchaser of participating interests to a Participant, the Purchaser shall
notify Transferor of the identity of the Participant upon a request by
Transferor, the Purchaser's obligations under this Agreement shall remain
unchanged, the Purchaser shall remain solely responsible for the performance
thereof, and the Purchaser shall remain the holder of its rights under its
Certificate and this Agreement for all purposes 


                                                                         Page 28
<PAGE>

under this Agreement, and the other parties to the Transaction Documents shall
continue to deal solely and directly with the Purchaser in connection with such
rights and obligations under this Agreement. Transferor agrees that each
Participant shall be entitled to the benefits of Sections 4.3, 4.5 and 4.6 with
respect to its participation in the Certificate. The Purchasers agree that any
agreement between them and any Participant in respect of a participating
interest shall (x) contain a covenant of the Participant not to make any general
solicitation or general advertising for the offer or sale of its interest in the
Certificates, (y) require the Participant to comply with the terms of Section
10.13 and (z) not restrict the Purchasers' right to agree to any amendment,
supplement or modification of the Transaction Documents except to (i) extend the
final maturity of any obligation, (ii) reduce the rate or extend the time of
payment of interest thereon or any fees owed to the Purchasers under the
Transaction Documents, (iii) reduce the principal amount of any obligation, (iv)
release or direct the release of all or substantially all of the Transferred
Assets or Trustee's claim to the Transferred Assets, (v) reduce substantially
the amount of the Excess New Seller Reserve, the Identified Tax Reserve, the
State Income Tax Reserve, the Class B Required Reserves, the Class B Incremental
Concentration Balances, the Class C Concentration Balances, the Excess Bill and
Hold Reserve, the Excess Executory Contract Reserve or the Subordinate Class
Customer Supply Reserve, (vi) increase the amount of the participation from the
amount thereof then in effect, or (vii) permit assignment or transfer by
Transferor or any Seller of its rights or obligations under the Transaction
Documents.

         (c) Any Purchaser may at any time assign to one or more banks or other
financial institutions (each, an "Assignee") all or any part of its Credit
Exposure; provided that (i) unless assigned to an Affiliate of the Purchaser or
to an Exempt Transferee, it assigns all of its Credit Exposure or a portion of
its Credit Exposure in an amount not less than $10,000,000, (ii) such Assignee,
other than an existing Purchaser, an Affiliate of the Purchaser or an Exempt
Transferee, must be reasonably acceptable to the Agent and Transferor, which
acceptance shall not be delayed or withheld unreasonably, (iii) if such Assignee
is not a United States person (as defined in section 7701(a)(30) of the Internal
Revenue Code), such Assignee shall satisfy the requirements of Section 4.6(d),
provided, that if such Assignee thereafter fails to comply with the requirements
of Section 4.6, amounts payable to it under Section 4.6 shall be limited to
amounts that would be payable if such Assignee had complied with Section 4.6(d),
(iv) (A) the assigning Purchaser reasonably believes that such Assignee is a
"qualified institutional buyer" (as defined in Rule 144A under the Securities
Act), (B) such Assignee shall have certified to the assigning Purchaser either
(x) 


                                                                         Page 29
<PAGE>

that such Assignee is not a "U.S. person" (as defined in Rule 901 of Regulation
S under the Securities Act) or (y) that such Assignee is an institutional
accredited investor within the meaning of Rule 501(a) (1), (2), (3) or (7) of
the Securities Act and, in the case of this clause (y), delivered an opinion of
counsel in form and substance satisfactory to Transferor and the Trustee to the
effect that registration of the Certificates is not required in respect of such
transfer or (C) such Assignee shall have provided such other evidence as the
assigning Purchaser reasonably requests to evidence that such sale is in
compliance with the Securities Act and any applicable state securities or blue
sky laws, and (v) unless such Assignee satisfies clause (iv)(B)(x) above, such
Assignee shall have certified to the Trustee and Transferor that such Assignee
is not a Plan or an entity using "plan assets" of a Plan to purchase a
Certificate. For purposes of this Section 10.3, an "Exempt Transferee" means,
with respect to any Structured Lender, its Support Banks. In the event of any
assignment, the Purchaser (x) shall comply with Article VI of the Pooling
Agreement; provided that no Opinion of Counsel shall be required to be delivered
pursuant to Section 6.3(e) of the Pooling Agreement with respect to any transfer
to an Exempt Transferee, and (y) shall give notice to Transferor and the Agent
and shall deliver to the Agent, for acceptance and recording in its records, an
assignment agreement substantially in the form of Exhibit C together with a
processing and recordation fee of, in the case of assignments to a Purchaser or
an Affiliate of a Purchaser, $1,500 and, in cases of any other assignment,
$3,500; provided, that no processing and recordation fee shall be payable in
connection with any assignment by a Structured Lender to an Exempt Transferee.
Within five Business Days of receipt thereof, the Agent shall, if the assignment
agreement has been fully executed by the Assignee and the assignor Purchaser, is
completed and is in substantially the form of Exhibit C, execute the assignment
agreement and record the information contained therein in its records. Upon the
earlier of the expiration of the five Business Day period or the date of the
recording, the assignment will become effective; provided, that any assignment
by a Structured Lender to an Exempt Transferee shall not require acceptance or
recording by the Agent or Transferor prior to effectiveness and shall become
effective immediately upon receipt by the Agent of an assignment agreement
appropriately completed in substantially the form of Exhibit C and executed by
such Structured Lender and the applicable Exempt Transferee. Transferor, the
Agent and the Purchasers agree to extend the rights and benefits under this
Agreement to the Assignee to the extent the Assignee would have had if it were a
Purchaser that was an original signatory to this Agreement; provided, that
Transferor shall be entitled to continue to deal solely and directly with the
assignor Purchaser in connection with the interests so assigned to the Assignee
until the assignment agreement and any required fee, as described above, shall


                                                                         Page 30
<PAGE>

have been delivered to the Agent by the Purchaser and the Assignee and the
assignment shall have become effective. Upon the effective assignment of its
Credit Exposure, the Purchaser shall be relieved of its obligations hereunder to
the extent of the assignment.

         (d) The sale or assignment of any Credit Exposure to any Assignee or
Participant (each, a "Transferee") shall not be effective until it has agreed to
be bound by the provisions of Section 10.13. Transferor and Big Flower each
authorize the Purchasers to disclose to any Transferee and any prospective
Transferee any and all information in their possession concerning Transferor,
Big Flower, Treasure Chest or any other Seller that has been delivered to them
by Transferor, Big Flower, Treasure Chest, any other Seller or Trustee in
connection with their credit evaluation of the Program prior to entering into
this Agreement.

         (e) Notwithstanding any other provision set forth in this Agreement,
the Purchasers may at any time create a security interest in all or any portion
of their rights under this Agreement and the Certificates in favor of any
Federal Reserve Bank in accordance with Regulation A of the Board of Governors
of the Federal Reserve System.

         (f) Each Affected Party with respect to each Purchaser shall be
entitled to receive additional payments pursuant to Sections 4.3, 4.5, 4.6, and
10.5 as though it were a Purchaser and such Sections applied to its interest in
a Certificate or commitment to make or acquire interests in Purchases; provided
that such Affected Party shall not be entitled to additional payments pursuant
to Section 4.6 attributable to its failure to satisfy the requirements of
subsection 4.6(d), at the time it becomes a Support Bank, as if it were an
Assignee.

         (g) Each Affected Party claiming increased amounts described in
Sections 4.3, 4.5, 4.6 or 10.5 shall furnish, through its related Purchaser, to
the Trustee, the Agent, Servicer and Transferor a certificate setting forth in
reasonable detail the basis and amount of each request by such Affected Party
for any such amounts referred to in such Section, which certificate will be
prepared in accordance with the requirements of such Section (if any).
Determinations by an Affected Party of any increased amounts referred to in such
Sections shall be conclusive, absent demonstrable error. Each Affected Party
shall promptly notify, through its related Purchaser, the Trustee, the Agent,
Servicer and Transferor of the occurrence of any event of which such Affected
Party is aware that would be likely to result in a demand for 


                                                                         Page 31
<PAGE>

compensation pursuant to Section 4.3, 4.5, 4.6 or 10.5.

         (h) In connection with any proposal that a bank or other financial
institution become a Support Bank for a Purchaser which is a Structured Lender,
such Purchaser at its sole discretion, shall be entitled to distribute to any
proposed Support Bank on a confidential basis any information furnished to such
Purchaser by the Agent pursuant to the Transaction Documents. Each Purchaser
which is a Structured Lender shall promptly notify the Agent (who shall promptly
notify Transferor) in writing of the identity and interest of each Support Bank
for such Purchaser promptly upon the obtaining of such Support Bank. Such
Purchaser shall provide to the Agent (who shall, upon request, provide copies of
the same to Transferor, Servicer and the Trustee), with respect to each Support
Bank, such forms as would be required to be furnished by such Support Bank
pursuant to subsection 4.6(d) if such Support Bank were an Assignee.

         SECTION X.4 Survival of Agreement. All covenants, agreements,
representations and warranties made herein and in the Certificates delivered
pursuant hereto shall survive the making and the repayment of the Purchases and
the execution and delivery of this Agreement and the Certificates and shall
continue in full force and effect until all obligations have been paid in full
and all commitments of the Purchasers hereunder have been terminated. In
addition, the obligations of Transferor under Sections 4.2, 4.3, 4.4, 4.6 and
10.5 and the obligations of the Purchasers under Section 9.6 shall survive the
termination of this Agreement.

         SECTION X.5 Expenses; Indemnification. Transferor and Big Flower
jointly and severally shall pay on demand (a) all reasonable out-of-pocket fees
and expenses (including reasonable attorneys' fees and expenses) of the Agent
incurred in connection with the preparation, execution, delivery,
administration, amendment, modification and waiver of the Transaction Documents
and the making and repayment of the Purchases, including any Servicer or
collection agent fees paid to any third party for services rendered to the
Purchasers and the Agent in collecting the Receivables and (b) all reasonable
out-of-pocket fees and expenses of the Purchasers and the Agent (including
reasonable attorneys' fees and expenses of their counsel) incurred in connection
with the enforcement of the Transaction Documents against Transferor, Servicer,
Guarantor and the Sellers and in connection with any workout or restructuring of
the Transaction Documents. In addition, Transferor will pay any and all stamp
and other taxes and fees payable or determined to be payable in connection with
the execution, delivery, filing, recording or enforcement of this Agreement or
any payment 


                                                                         Page 32
<PAGE>

made under the Transaction Documents, and hereby indemnifies and saves the Agent
and the Purchasers harmless from and against any and all liabilities with
respect to or resulting from any delay in paying or omission to pay the taxes
and fees. Transferor and Big Flower jointly and severally agree to reimburse and
indemnify the Agent and each Purchaser and their respective officers, directors,
shareholders, controlling Persons, employees and agents (collectively, the
"Indemnitees") from and against any and all actions, judgments, costs, expenses
or disbursements of whatsoever kind or nature that may be imposed on, asserted
against or incurred or suffered by the Agent or the Purchasers (including fees
and expenses of legal counsel, accountants and experts) in any way relating to
or arising out of any Transaction Document.

         Notwithstanding the foregoing (and with respect to clause (x) below,
without prejudice to the rights that an Indemnitee may have pursuant to the
other provisions of the Transaction Documents), in no event shall any Indemnitee
be indemnified against any amounts (w) resulting from gross negligence or
willful misconduct by it or on the part of any of its officers, directors,
employees or agents, (x) to the extent they include amounts in respect of
Receivables and reimbursement therefor that would constitute credit recourse to
Servicer for the amount of any Receivable or Related Transferred Asset not paid
by the related Obligor, (y) to the extent they are or result from lost profits
or (z) to the extent they would constitute consequential, special or punitive
damages.

         If for any reason the indemnification provided in this section is
unavailable to an Indemnitee or is insufficient to hold it harmless, then
Transferor and Big Flower jointly and severally shall contribute to the amount
paid by the Indemnitee as a result of any loss, claim, damage or liability in a
proportion that is appropriate to reflect not only the relative benefits
received by the Indemnitee on the one hand and Transferor and Big Flower on the
other hand, but also the relative fault of the Indemnitee (if any), Transferor
and Big Flower and any other relevant equitable considerations; provided that
amounts payable under this section shall constitute "Additional Amounts" for
purposes of the Supplement and Transferor's obligations under this section shall
be paid by Transferor only to the extent that funds are available to make the
payments pursuant to Article IV of the Series 1996-2 Supplement, and there shall
be no recourse to Transferor for all or any part of any amounts payable pursuant
to this section if the funds are at any time insufficient to make all or part of
any such payments. Any amount which Transferor does not pay pursuant to the
operation of the preceding sentence shall not constitute a claim (as defined in
ss. 101 of the Bankruptcy Code) against or corporate obligation of Transferor
for 


                                                                         Page 33
<PAGE>

any such insufficiency.

         SECTION X.6 Entire Agreement. This Agreement, together with the
documents delivered pursuant to Section 7.1 and the other Transaction Documents,
including the exhibits and schedules thereto, contains a final and complete
integration of all prior expressions by the parties hereto with respect to the
subject matter hereof and shall constitute the entire agreement among the
parties hereto with respect to the subject matter hereof, superseding all
previous oral statements and other writings with respect thereto.

         SECTION X.7 Notices. All communications hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered, sent by
overnight courier or mailed by registered mail, postage prepaid and return
receipt requested, or transmitted by facsimile transmission and confirmed by a
similar mailed writing to any party at the address for that party set forth (a)
on the signature page to this Agreement or (b) to another address as that party
may designate in writing to the Agent and Transferor.

         SECTION X.8 No Third-Party Beneficiaries. Nothing expressed herein is
intended or shall be construed to give any Person (other than the parties hereto
and the Participants and Assignees described in Section 10.3 and, solely to the
extent provided in Section 10.3, the other Affected Parties) any legal or
equitable right, remedy or claim under or in respect of this Agreement.

         SECTION X.9 Severability of Provisions. Any covenant, provision,
agreement or term of this Agreement that is prohibited or is held to be void or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of the prohibition or unenforceability without invalidating the
remaining provisions of this Agreement.

         SECTION X.10 Counterparts. This Agreement may be executed in any number
of counterparts (which may include facsimile) and by the different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original, and all of which together shall constitute one and the same
instrument.

         SECTION X.11 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES.


                                                                         Page 34
<PAGE>

         SECTION X.12 Tax Characterization. Each party to this Agreement (a)
acknowledges that it is the intent of the parties to this Agreement that, for
purposes of Federal, applicable state and local income and franchise and other
taxes measured by or imposed on income, the Certificates will be treated as
evidence of indebtedness secured by the Transferred Assets and the Trust will
not be characterized as an association (or publicly traded partnership) taxable
as a corporation, (b) agrees that the provisions of the Transaction Documents be
construed to further that intent, and (c) agrees to treat the Certificates, for
purposes of Federal, state and local income and franchise and other taxes
measured by or imposed on income, as indebtedness.

         SECTION X.13 No Proceedings. (a) Notwithstanding any prior termination
of this Agreement, each of Servicer, the Agent (solely in its capacity as such)
and each Purchaser (solely in its capacity as such) hereby agrees that it will
not institute against Transferor, or join any other Person in instituting
against Transferor, any insolvency proceeding (namely, any proceeding of the
type referred to in the definition of "Bankruptcy Event") so long as any
Certificates shall be outstanding or there shall not have elapsed one year plus
one day since the last day on which any Certificates shall have been
outstanding. The foregoing shall not limit the right of Servicer, the Agent or
any Purchaser to file any claim in or otherwise take any action with respect to
any insolvency proceeding that was instituted against Transferor by any other
Person.

         (b) Notwithstanding any prior termination of this Agreement, each of
Servicer, the Agent (solely in its capacity as such), and each Purchaser (solely
in its capacity as such) hereby agrees that it will not institute against any
Structured Lender, or join any other Person in instituting against any
Structured Lender, any insolvency proceeding (namely, any proceeding of the type
referred to in the definition of "Bankruptcy Event") for one year plus one day
after the latest maturing commercial paper note, medium term note or other debt
security issued by such Structured Lender is paid. The foregoing shall not limit
the right of Servicer, the Agent or any Purchaser to file any claim in or
otherwise take any action with respect to any insolvency proceeding that was
instituted against such Structured Lender by any other Person.

         SECTION X.14 Reference Banks. By its execution of this Agreement, each
Purchaser identified as "Reference Bank" in the Supplement agrees to act as a
Reference Bank for purposes of the Supplement. The Agent shall notify Servicer
of the Eurodollar Rate applicable to each Interest Period and of each change in
the Alternate Base Rate.


                                                                         Page 35
<PAGE>

         SECTION X.15 Rule 144A. So long as any of the Series 1996-3
Certificates are "restricted securities" within the meaning of Rule 144(a)(3)
under the Securities Act, Transferor shall, unless it becomes subject to and
complies with the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, or rule 12g3-2(b) thereunder,
provide to any Holder of such restricted securities, or to any prospective
purchaser of such restricted securities designated by a Holder, upon the request
of such Holder or prospective purchaser, any information required to be provided
by Rule 144A(d)(4) under the Act.


                                                                         Page 36
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers and delivered as of the day and
year first above written.

                          BFP RECEIVABLES CORPORATION

                          By:    /s/  Mark Angelson
                                 -------------------------------
                          Name:  Mark Angelson
                          Title: Secretary

                          Address: 250 West Pratt Street
                                   Baltimore, Maryland  21201

                          Attention:  Rick Frier
                          Telephone:  410-361-8352
                          Facsimile:  410-528-9287

                          BIG FLOWER PRESS HOLDINGS, INC.

                          By:    /s/  Mark Angelson
                                 -------------------------------
                          Name:  Mark Angelson
                          Title: Executive Vice President

                          Address: 3 East 54th Street
                                   17th Floor
                                   New York, New York 10022-3108

                          Attention:  General Counsel
                          Telephone:  212-521-1621
                          Facsimile:  212-521-1640


                                                                         Page 37
<PAGE>

                          CAISSE NATIONALE DE CREDIT AGRICOLE,
                          as Agent and as a Purchaser

                          By: /s/ Katherine L. Abbott
                              ----------------------------------
                          Title: First Vice President

                          Address:    55 East Monroe Street
                                      Suite 4700
                                      Chicago, Illinois 60603
                          Attention:  Laura Schmuck
                          Telephone:  (312) 917-7428
                          Facsimile:  (312) 372-4421

                          BANK OF MONTREAL, as a Purchaser

                          By: /s/ Yvonne Bos
                              ----------------------------------
                          Title: Senior Vice President

                          Address:    430 Park Avenue
                                      New York, New York  10022
                          Attention:  Janet Silverman
                          Telephone:  (212) 605-1623
                          Facsimile:  (212) 605-1621

                          CREDIT COMMUNAL DE BELGIQUE S.A., NEW 
                          YORK BRANCH, as a Purchaser

                          By: /s/ Jan E. van Panhuys
                              ----------------------------------
                          Title: General Manager

                          By: /s/ Caroline Van Bogaert
                              ----------------------------------
                          Title: Assistant Vice President

                          Address:    405 Lexington Avenue - 54th Floor
                                      New York, New York  10174-5499
                          Attention:  Caroline Van Bogaert


                                                                         Page 38
<PAGE>

                          Telephone:  (212) 972-6060
                          Facsimile:  (212) 972-6522


                                                                         Page 39
<PAGE>

                                                                       EXHIBIT A


                        Form of Series 1996-2 Supplement

                        See Exhibit 10.13 filed herewith












                                                                         Page 40


<PAGE>

                                                                       EXHIBIT B


                        Form of Series 1996-3 Supplement

                        See Exhibit 10.14 filed herewith
















                                                                         Page 41


<PAGE>

                                                                       EXHIBIT C


                          Form of Assignment Agreement

                       Intentionally omitted, not material














                                                                         Page 42



<PAGE>

                                                                      APPENDIX X


                         Index of Additional Defined Terms

                        Intentionally omitted, not material.
















                                                                         Page 43

<PAGE>


                                                                      SCHEDULE I
                                                         to Certificate Purchase
                                                         Agreement Series 1996-3

                 AMOUNT OF EACH INITIAL PURCHASER'S CERTIFICATE

CAISSE NATIONALE DE CREDIT AGRICOLE

         Stated Amount of Certificate:  $6,500,000
         Percentage:  32.5%

BANK OF MONTREAL

         Stated Amount of Certificate:  $3,500,000
         Percentage:  17.5%

CREDIT COMMUNAL DE BELGIQUE S.A., NEW YORK BRANCH

         Stated Amount of Certificate:  $10,000,000
         Percentage:  50%