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                                                                  Exhibit 10.3

                      SECOND AMENDMENT TO CREDIT AGREEMENT


            SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
November 27, 1996, among BIG FLOWER PRESS HOLDINGS, INC. ("Holdings"), TREASURE
CHEST ADVERTISING COMPANY, INC. (the "Borrower"), the financial institutions
party to the Credit Agreement (as defined below) (the "Banks"), BANK OF AMERICA
NT & SA, THE INDUSTRIAL BANK OF JAPAN, LIMITED and NATIONSBANK, N.A., as
Co-Agents (the "Co-Agents"), CREDIT SUISSE, as Documentation Agent (the
"Documentation Agent"), and BANKERS TRUST COMPANY, as Administrative Agent (the
"Administrative Agent") for the Banks. All capitalized terms used herein and not
otherwise defined shall have the respective meanings provided such terms in the
Credit Agreement.

                              W I T N E S S E T H :

            WHEREAS, Holdings, the Borrower, the Banks, the Co-Agents, the
Documentation Agent and the Administrative Agent are parties to a Credit
Agreement, dated as of November 28, 1995 and amended and restated as of March
19, 1996 (as amended, modified or supplemented to the date hereof, the "Credit
Agreement");

            WHEREAS, Laser Tech Color, Inc., a Wholly-Owned Subsidiary of
Holdings ("Laser Tech"), desires to purchase 100% of the capital stock of
Digital Dimensions, Inc., a Missouri corporation ("DDI"), in a transaction (the
"DDI Acquisition") which, after giving effect to this Amendment, will constitute
a Permitted Acquisition effected in accordance with the requirements of the
Credit Agreement;

            WHEREAS, Laser Tech desires to (i) acquire 100% of the capital stock
of Designer Color Systems, Ltd., a Missouri corporation ("DCS"), pursuant to a
merger of DCS with and into Laser Tech, with Laser Tech as the surviving
corporation of such merger and (ii) contribute all of the assets and liabilities
of DCS acquired pursuant to said merger to a newly-created Wholly-Owned
Subsidiary of Laser Tech (the transactions described in clauses (i) and (ii),
collectively, the "DCS Acquisition"), which transaction, after giving effect to
this Amendment, will constitute a Permitted Acquisition effected in accordance
with the requirements of the Credit Agreement;

            WHEREAS, Holdings and the Borrower have requested certain amendments
to the Credit Agreement in connection with the transactions described in the two
preceding recitals; and

            WHEREAS, the parties hereto wish to amend the Credit Agreement as


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herein provided;

            NOW, THEREFORE, it is agreed:

I. Amendments and Modifications to Credit Agreement.

            1. The Banks hereby acknowledge and agree that the DDI Acquisition
may be effected as a Permitted Acquisition so long as same meets all applicable
requirements for a Permitted Acquisition under the Credit Agreement (including,
without limitation, Sections 8.11, 8.14, 9.11 and 9.12 thereof); provided that,
notwithstanding anything to the contrary contained in the Credit Agreement, the
Banks hereby waive any requirement for a determination by the Agents pursuant to
Section 8.14(a)(xi) of the Credit Agreement in connection with the DDI
Acquisition, although the Borrower shall remain obligated to provide the
certification required thereby.


            2. The Banks hereby acknowledge and agree that the DCS Acquisition
may be effected as a Permitted Acquisition in accordance with all applicable
requirements of the Credit Agreement (including, without limitation, Sections
8.11, 8.14, 9.11 and 9.12 thereof); provided that, notwithstanding anything to
the contrary contained in the Credit Agreement, the following deviations from
the requirements of the Credit Agreement shall be permitted (and only such
deviations shall be permitted) in connection with the DCS Acquisition so long as
same otherwise meets all applicable requirements for a Permitted Acquisition
pursuant to the Credit Agreement:

            (i) the DCS Acquisition may be effected in accordance with the
      requirements of the definition thereof;

            (ii) Holdings and/or Laser Tech may make cash payments to certain
      employees of DCS pursuant to a stay-in-place incentive bonus arrangement
      (the "DCS Bonus Arrangement"), so long as (x) no Default or Event of
      Default then exists or would result therefrom, (y) the cash payments by
      Holdings and/or Laser Tech pursuant thereto do not exceed $750,000 in the
      aggregate (the "DCS Cash Incentive Amount") and (z) prior to the making of
      such payments, the DCS Cash Incentive Amount is included as Indebtedness
      for purposes of determining compliance with Section 9 of the Credit
      Agreement (including, without limitation, Sections 9.08 and 9.09 thereof);
      and

            (iii) the Banks hereby waive any requirement for a determination by
      the Agents pursuant to Section 8.14(a)(xi) of the Credit Agreement in
      connection with the DCS Acquisition, although the Borrower shall remain
      obligated to provide the certification required thereby.

            3. Section 9.04 of the Credit Agreement is hereby amended by
inserting the phrase "and the DCS Bonus Arrangement" immediately following the
text "in


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connection with the Scanforms Non-Compete Agreement" appearing in
clause (xviii) thereof.

            4. The definition of "Consolidated EBITDA" appearing in Section
11.01 of the Credit Agreement is hereby amended by inserting the following new
clause (v) immediately following the phrase "adding thereto" appearing in said
definition:

      "(v) to the extent Consolidated EBITDA is being determined for any period
      that includes all or any portion of the six-month period ended March 31,
      1997, then to the extent that Consolidated EBITDA (whether directly or
      through reductions to Consolidated Net Income) has been reduced by not
      more than (I) $750,000 in cash payments pursuant to the DCS Bonus
      Arrangement, (II) $1,750,000 in incentive payments in the form of Holdings
      Common Stock issued to employees of DCS pursuant to the DCS Bonus
      Arrangement and (III) $75,000 in incentive payments in the form of
      Holdings Common Stock issued to employees of DDI pursuant to the DDI Bonus
      Arrangement, in each case in such six-month period, the aggregate amount
      of such reductions,".

            5. The definition of "Permitted Acquisition" appearing in Section
11.01 of the Credit Agreement is hereby amended by deleting clause (z) thereof
in its entirety and inserting in lieu thereof the following new clause (z):

      "(z) in determining whether each of the Printco Acquisition, the Scanforms
      Acquisition, the DDI Acquisition and the DCS Acquisition is a Permitted
      Acquisition, effect shall be given to the provisions of the First
      Amendment and the Second Amendment relating thereto".

            6. Section 11.01 of the Credit Agreement is hereby further amended
by inserting in appropriate alphabetical order the following new definitions:

            "DCS" shall mean Digital Color Systems, Ltd., a Missouri
      corporation.

            "DCS Acquisition" shall mean (i) the acquisition by Laser Tech of
      100% of the equity interests in DCS, which acquisition shall be effected
      by the merger of DCS with and into Laser Tech, with Laser Tech as the
      surviving corporation of said merger and (ii) the contribution of all of
      the assets and liabilities of DCS so acquired to a newly-created
      Wholly-Owned Subsidiary of Laser Tech.

            "DCS Bonus Arrangement" shall mean a stay-in-place incentive bonus
      arrangement between Holdings and/or Laser Tech and certain employees of
      DCS.

            "DDI" shall mean Digital Dimensions, Inc., a Missouri corporation.

            "DDI Acquisition" shall mean the purchase by Laser Tech of 100% of
      the 


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      outstanding common stock of DDI.

            "DDI Bonus Arrangement" shall mean a stay-in-place incentive bonus
      arrangement between Holdings and/or Laser Tech and certain employees of
      DDI.

            "Second Amendment" shall the mean the Second Amendment to this
      Agreement, dated as of November 27, 1996.

            "Second Amendment Effective Date" shall mean the Second Amendment
      Effective Date under, and as defined in, the Second Amendment.

II. Miscellaneous Provisions.

            I. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that:

            (a) no Default or Event of Default exists as of the Second Amendment
      Effective Date, both before and after giving effect to this Amendment; and

            (b) all of the representations and warranties contained in the
      Credit Agreement and the other Credit Documents are true and correct in
      all material respects on the Second Amendment Effective Date both before
      and after giving effect to this Amendment, with the same effect as though
      such representations and warranties had been made on and as of the Second
      Amendment Effective Date (it being understood that any representation or
      warranty made as of a specific date shall be true and correct in all
      material respects as of such specific date).

            2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

            3. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.

            4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

            5. This Amendment shall become effective on the date (the "Second
Amendment Effective Date") when each of Holdings, the Borrower and the Required
Banks shall have signed a counterpart hereof (whether the same or different
counterparts) and shall 


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have delivered (including by way of facsimile transmission) the same to the
Administrative Agent at its Notice Office.

            6. From and after the Second Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.

                                      * * *


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            IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.

                                          BIG FLOWER PRESS HOLDINGS, INC.


                                          By /s/ Mark A. Angelson
                                             -----------------------------------
                                             Title: Executive Vice President


                                          TREASURE CHEST ADVERTISING

                                            COMPANY, INC.


                                          By /s/ Mark A. Angelson
                                             -----------------------------------
                                             Title: Secretary


                                          BANKERS TRUST COMPANY,
                                            Individually and
                                            as Administrative Agent


                                          By /s/ Tim Morris
                                             -----------------------------------
                                             Title: Vice President
<PAGE>

                                          CREDIT SUISSE,
                                            Individually


                                          By /s/ Joel Glodowski
                                             -----------------------------------
                                             Title: member of senior management


                                          By /s/ Chris T. Hogan
                                             -----------------------------------
                                             Title: Associate


                                          CREDIT SUISSE,
                                            as Documentation Agent


                                          By /s/ Joel Glodowski
                                             -----------------------------------
                                             Title:  member of senior management


                                          By /s/ Chris T. Hogan
                                             -----------------------------------
                                             Title: Associate

                                          ABN AMRO BANK N.V.,
                                            NEW YORK BRANCH


                                          By /s/ Thomas Rogers
                                             -----------------------------------
                                             Title:  Assistant Vice President


                                          By /s/ Frances O'Reilly Logan
                                             -----------------------------------
                                             Title: Vice President


                                          BANK OF AMERICA NT & SA


                                          By /s/ Scott L. Faber
                                             -----------------------------------
                                             Title: Vice President


                                          BANK OF IRELAND
<PAGE>

                                          By /s/ Paddy Dowling
                                             -----------------------------------
                                             Title: Account Manager


                                          THE BANK OF NEW YORK


                                          By /s/ Gregory Shefrin
                                             -----------------------------------
                                             Title: Vice President


                                          BANK OF TOKYO-MITSUBISHI LIMITED


                                          By /s/ Paul P. Malecki
                                             -----------------------------------
                                             Title:  Vice President


                                          CERES FINANCE LTD.


                                          By /s/ Darren Riley
                                             -----------------------------------
                                             Title:  Director


                                          CORESTATES BANK


                                          By /s/ Melina Lang
                                             -----------------------------------
                                             Title: Vice President


                                          COMERICA BANK


                                          By /s/ Tamara J. Gurne
                                             -----------------------------------
                                             Title:  Account Officer


                                          CREDIT LYONNAIS -
                                            NEW YORK BRANCH


                                          By /s/ Fred Haddad
                                             -----------------------------------
 
<PAGE>

                                             Title:  Senior Vice President


                                          CREDIT LYONNAIS -
                                            CAYMAN ISLAND BRANCH


                                          By /s/ Fred Haddad
                                             -----------------------------------
                                             Title:  Authorized Signature


                                          DAI-ICHI KANGYO BANK, LIMITED


                                          By __________________________________
                                             Title:


                                          DRESDNER BANK AG, New York and
                                          Grand Cayman Branches


                                          By _________________________________
                                             Title:


                                          THE FUJI BANK, LIMITED


                                          By /s/ Teui Teramoto
                                             -----------------------------------
                                             Title: Vice President and Manager


                                          GIROCREDIT BANK AG DER
                                           SPARKASSEN, GRAND CAYMAN
                                           ISLAND BRANCH


                                          By /s/ John Redding
                                             -----------------------------------
                                             Title:  Vice President


                                     THE INDUSTRIAL BANK OF JAPAN, LIMITED
<PAGE>

                                     By /s/ Junri Oda
                                        ----------------------------------------
                                        Title: Senior Vice President and Senior
                                               Manager


                                          KEYPORT LIFE INSURANCE
                                          COMPANY

                                          BY: Chancellor LGT Senior Secured
                                          Management Inc. as Portfolio Advisor

                                          By /s/ Christopher A. Bondy
                                             -----------------------------------
                                             Title:  Vice President


                                          THE LTCB TRUST COMPANY


                                          By /s/ Rene O. LeBlanc
                                             -----------------------------------
                                             Title:  Senior Vice President


                                          MEDICAL LIABILITY MUTUAL INSURANCE
                                          COMPANY


                                          BY: Chancellor LGT Senior Secured 
                                          Management, Inc. as Investment Manager


                                          By /s/ Christopher A. Bondy
                                             -----------------------------------
                                             Title:  Vice President


                                          MERRILL LYNCH PRIME RATE
                                          PORTFOLIO

                                          BY: MERRILL LYNCH ASSET 
                                          MANAGEMENT, L.P., as Investment
                                          Advisor


                                          By /s/ Anthony R. Clemente
                                             -----------------------------------
                                             Title: Authorized Signatory

                                          MERRILL LYNCH SENIOR FLOATING
                                          RATE FUND, INC.
<PAGE>

                                          By /s/ Anthony R. Clemente
                                             -----------------------------------
                                             Title: Authorized Signatory


                                          THE MITSUBISHI TRUST AND
                                            BANKING CORPORATION


                                          By /s/ Patricia Loret de Mola
                                             -----------------------------------
                                             Title:  Senior Vice President


                                          NATIONSBANK, N.A.


                                          By /s/ Michael R. Heredia
                                             ---------------------------------
                                             Title: Vice President


                                          SUMITOMO BANK OF CALIFORNIA


                                          By /s/ Robert M. Iritani
                                             ---------------------------------
                                             Title:  Vice President

                                          UNION BANK OF CALIFORNIA, N.A.


                                          By /s/ Pasha  Moghaddam
                                             ---------------------------------
                                             Title:  Vice President


                                          VAN KAMPEN AMERICAN CAPITAL
                                          PRIME RATE INCOME TRUST


                                          By /s/ Jeffrey W. Maillet
                                             ---------------------------------
                                             Title:  Senior Vice President