<PAGE>   1


                                                                 Exhibit 10.4(b)


                 THIRD AMENDMENT TO LOAN AND PURCHASE AGREEMENT

     THIS THIRD AMENDMENT TO LOAN AND PURCHASE AGREEMENT ("Third  Amendment") is
entered  into as of this  30th day of June,  1997,  by and among  Eastman  Kodak
Company ("Kodak"), a New Jersey corporation with its principal place of business
at 343 State Street, Rochester, New York 14650, Imaging Financial Services, Inc.
d/b/a EKCC  ("EKCC"),  a Delaware  corporation,  formerly known as Eastman Kodak
Credit  Corporation,  with its principal  place of business at 100 Kings Highway
South, Rochester,  New York 14617-5597,  Applied Printing Technologies,  L.P., a
Delaware limited partnership with its principal place of business at 563 Barell,
Carlstadt,  New Jersey 07072 ("AGT"),  Applied  Graphics  Technologies,  Inc., a
Delaware  corporation  with its  principal  place of  business  at 28 West  23rd
Street,  New York,  New York  10010  ("New  AGT"),  Mortimer  B.  Zuckerman,  an
individual residing at * (Mr. Zuckerman"),  Daily News, L.P., a Delaware limited
partnership  with its principal  place of business at 450 West 33rd Street,  New
York,  New York 10001,  and U.S. News & World Report,  L.P., a Delaware  limited
partnership  with  its  principal  place  of  business  at 2400 N  Street  N.W.,
Washington,  D.C.  20037  (the  Daily  News and U.S.  News and World  Report are
collectively  referred to as the  "Zuckerman/Drasner  Properties").  

     Preliminary Satements

     Kodak, EKCC, Mr. Zuckerman,  AGT, New AGT and Zuckerman/Drasner  Properties
are parties to a Loan and  Purchase  Agreement  dated as of January 8, 1992 (the
"Agreement")  as amended by a First  Amendment  to Loan and  Purchase  Agreement
dated as of  September  18,  1995 and a Second  Amendment  to Loan and  Purchase
Agreement  dated  as of  April  19,  1996  (the  "First  Amendment  and  "Second
Amendment"  and  collectively  with the  Agreement,  the  "Purchase  Agreement")
pursuant to which EKCC has extended  certain Loans to Mr.  Zuckerman,  and Kodak
and AGT,  New AGT and  Zuckerman/Drasner  Properties  have  entered into certain
supply/purchase arrangements (capitalized terms not otherwise defined shall have
the meanings attributable to them in the Purchase Agreement). 

     The  parties  desire  to extend  the  supply/purchase  arrangements  in the
Purchase Agreement through December 31, 2000 and to change the Rebate rates, the
value of the Prebate and the terms of Prebate repayments through such date.



         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.

<PAGE>   2
     Mr.  Zuckerman  has agreed to further  extend the term of his  Amended  and
Restated  Guaranty  Agreement until such time as all indebtedness  including the
Initial  Loan  as  represented  by  the  First  Note,  the  Additional  Loan  as
represented  by the  Second  Note,  any Term Loan into  which  such Notes may be
converted  has been  repaid to EKCC by Mr.  Zuckerman  and the  Prebate has been
repaid to Kodak by AGT and New AGT, jointly and severally.

     There is to be no other  change  in the  obligations  to pay the  First and
Second  Notes or any Term Loan in which they are  converted  or EKCC's  right to
repayment of any such  indebtedness  as a  consequence  of the  extension of the
supply/purchase  arrangement except for additions to Events of Default under the
Notes  contemplated  by Sections 10, 10A, 10C and 11; nor is there any change in
Rebate rates, the value of the Prebate and the Prebate  repayments;  and Kodak's
right to repayment of the Prebate except as specifically set forth herein.

     AGT, New AGT, Mr. Zuckerman and Zuckerman/Drasner  Properties  specifically
acknowledge that the rebate levels set forth herein are significant  concessions
on Kodak's part and are highly confidential in all respects,  and that they will
not receive  further  increases  in such levels or further  enhancements  to the
program during the term hereof.

     NOW THEREFORE,  in consideration of the mutual covenants and agreements set
forth  herein  and  other  good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties agree as follows:


Section 1. Amendments to Purchase  Agreement.  The Purchase Agreement is amended
as of January 1, 1997 as follows:


          (a) Section 10 and 10A are restated in their entirety and new Sections
10B and 10C are added as follows:


     10. Purchase and Use of Kodak Graphic Arts Products. So long as the Initial
Loan, the Additional Loan, the Term Loan, the Prebate or any other  indebtedness
is outstanding by Mr.  Zuckerman or by AGT or New AGT to EKCC and/or Kodak under
the terms of this Purchase Agreement and in any event through December 31, 2000,
AGT and New AGT agree to make Actual  Kodak  Purchases  during each  consecutive
twelve-month  period  commencing  on January 1, 1997 in an amount  sufficient to
cause the Actual Kodak Purchases during each such  twelve-month  period to equal
at least * . AGT, New AGT and Mr.  Zuckerman  represent and warrant to Kodak and
EKCC that (i) AGT and New AGT currently purchase no graphic arts
  




         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.

<PAGE>   3
products  from  any   manufacturer  or  supplier  other  than  Kodak  and  those
manufacturers  and  suppliers  identified  in AGT's  and New AGT's  most  recent
quarterly  purchase  reports to Kodak,  (ii) except for one  existing  agreement
between AGT and New AGT and another graphic arts  manufacturer,  which agreement
is  terminable  by AGT  and/or  New AGT at will at any time  without  penalty or
liability of any kind, there is no contract or other agreement  between AGT, New
AGT or Mr.  Zuckerman  and any person,  except for the  Purchase  Agreement,  as
amended,  pursuant to which AGT or New AGT is obligated to purchase graphic arts
products or imaging products, and (iii) the obligations to purchase graphic arts
products or imaging  products  from Kodak  pursuant to this  Agreement  will not
result in a breach of, or create a default under, any existing agreement between
AGT or New AGT and any other graphic arts  manufacturer  and/or imaging  product
manufacturer,  or Mr. Zuckerman and any other graphic arts  manufacturer  and/or
imaging  product  manufacturer,  or among any  combination  of AGT, New AGT, Mr.
Zuckerman  and any other  graphic arts or imaging  manufacturer,  or result in a
breach of, or create a default under, or interfere with or otherwise  affect any
other  existing  contract  or  other  agreement  to  which  AGT,  New AGT or Mr.
Zuckerman is a party or by which  either of them is bound.  AGT, New AGT and Mr.
Zuckerman  acknowledge  that the breach of AGT's  and/or  New AGT's  obligations
under Sections 10, 10A, 10C and 11 will constitute an Event of Default under the
Notes and will entitle EKCC to accelerate  payment of the Loans and will entitle
Kodak to require  immediate  repayment of the Prebate as provided for herein and
to enforce Mr. Zuckerman's Second Amended and Restated Guaranty.


     10A.  Purchases and Use of Kodak Imaging  Products.  So long as the Initial
Loan, the Additional Loan, the Term Loan, the Prebate or any other  indebtedness
is outstanding and in any event through  December 31, 2000, AGT and New AGT will
make commercially  reasonable efforts to purchase Kodak Imaging Products for its
Imaging Products  requirements rather than similar products from other suppliers
so long as the Kodak Imaging  Products are  consistent  with AGT's and New AGT's
technical and quality specifications and are price competitive.


     So  long as Mr.  Zuckerman  is  indebted  to EKCC  and/or  Mr.  Zuckerman's
Guaranty  Agreement  is in  effect,  he will  cause  AGT  and  Zuckerman/Drasner
Properties  to make and  Zuckerman/Drasner  Properties  will  make  commercially
reasonable  efforts to purchase  Kodak  Imaging  Products and Kodak Graphic Arts
Products  for  their  respective  imaging  products  and  graphic  arts  product
requirements rather than similar products from other suppliers provided that, in
the case of Zuckerman/Drasner  Properties,  it is Zuckerman/Drasner  Properties'
reasonable





         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.

<PAGE>   4
judgment,  that the Kodak  Imaging  Products and Kodak Graphic Arts Products are
consistent  with  the   Zuckerman/Drasner   Properties'  technical  and  quality
specifications and are price competitive.


     Purchase  Tracking.  AGT and New AGT at their  expense will arrange for AGT
and New AGT or All Star Purchasing,  Inc. to track and provide purchase data for
all Kodak Imaging Products and Kodak Graphic Arts Products purchased by AGT, New
AGT and the  Zuckerman/Drasner  Properties  and will  provide  Kodak  with these
calculations within 30 days of the end of the relevant quarter.


     Section 10B Limited Price Increases on Kodak Graphic Arts Products.


     As additional consideration for the extension of the obligation to purchase
Kodak  Products by AGT and New AGT,  Kodak  agrees that during the period May 1,
1997  through  December  31,  1997  prices  charged to AGT and New AGT for Kodak
Graphic Arts Products will not increase during such period over those charged on
April 30, 1997. Kodak further agrees that prices for Kodak Graphic Arts Products
during each of 1998,  1999 and 2000 will not  increase by more than * over those
charged on the last day of the year prior to each of such years, and in no event
shall the increases be greater than any overall price  increase  implemented  by
Kodak on such products for the whole or any portion of each such year.

     AGT's and New AGT's only remedy for any breach of this  paragraph 10B shall
be to recover any amounts charged by Kodak in prices in excess of those provided
for in this paragraph 10B less applicable  rebate paid on account of such excess
amounts,  and such breach shall not otherwise operate to cancel, amend or offset
any  obligation of AGT, New AGT or Mr.  Zuckerman  under the Purchase  Agreement
including  without  limitation  the  repayment  of  the  Initial  Loan,  or  the
Additional Loan, or any Term Loan, or the Prebate, or interest due on any of the
foregoing,  or Mr. Zuckerman's  Guaranty or the obligations  imposed by Sections
10, 10A, 10C and 11.





         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.

<PAGE>   5
10C Purchase of Kodak PS Approval  Units.  As additional  consideration  for the
extension of terms, changes in rebate schedules,  and other matters set forth in
this Third  Amendment,  AGT and New AGT jointly and severally agree on or before
December 31, 1997 to purchase  and pay for * Kodak PS Approval  Units at a price
of * per unit plus applicable taxes. The other terms and conditions of each such
purchase  shall be as set  forth  on the  standard  Kodak  purchase  order  form
attached hereto as Exhibit A.

     It is understood and agreed that the immediate  purchase of that certain PS
Approval Unit presently at New AGT's Carlstadt  facility shall be counted as one
of the five units  required to be  purchased  and paid for before  December  31,
1997, and that full payment for such unit will be due on or before September 30,
1997. It is further understood and agreed that a failure to meet the obligations
under  this  Section  10C will be an Event of  Default  under the Notes and will
entitle Kodak to require immediate  repayment of the Prebate provided for herein
and to enforce Mr. Zuckerman's Second Amended and Restated Guaranty.


          (b) Section 11 is restated in its entirety as follows:


     11. Payment of Rebates and Prebate


          (a) The parties acknowledge and agree that:

               (i)  Subject only to an audit of the records  maintained by Kodak
                    and  AGT/All  Star  Purchasing,  Inc.,  all rebates due from
                    inception of the  Purchase  Agreement  through  December 31,
                    1996  have  been   properly   paid  to  AGT,   New  AGT  and
                    Zuckerman/Drasner  Properties.  

               (ii) Kodak has paid and AGT and New AGT have received the initial
                    prebate of * which at January 1, 1997 had a present value of
                    * . In  consideration  of  the  extension  of  payment  time
                    provided hereunder and other changed terms including changes
                    in the rebate  percentage set forth below, the parties agree
                    now that such sum at January 1, 1997 has a value of *





         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.

<PAGE>   6
                    and  such  latter  sum is  hereinafter  referred  to as "the
                    Prebate" for the purpose of the Agreement, as amended hereby
                    and for the  purposes  of the Second  Amended  and  Restated
                    Personal Guarantee of Mr. Zuckerman.


          (b) Payment of Rebates. At the end of each calendar quarter commencing
     during the term of this Purchase Agreement,  and provided that (x) no Event
     of Default shall have occurred and be continuing  under the First or Second
     Note or the Term  Loan (if in  place),  or (y) there is no  default  in the
     obligation respecting repayment of the Prebate, or (z) there has been no













         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.

<PAGE>   7
other  breach of the  obligation  to purchase  Graphic  Art  Products or Imaging
Products  under Section 10, 10A, and Section 11 and under Section 10C respecting
PS  Approval   Units  of  the  Purchase   Agreement,   then  AGT,  New  AGT  and
Zuckerman/Drasner  Properties  will each be  entitled  to receive a rebate  from
Kodak on its Actual Kodak Purchases  during such quarter.  The rebates will each
be equal to a percentage  of AGT's,  New AGT's and  Zuckerman  Drasner's  Actual
Kodak  Purchases  during the applicable  quarter.  The percentage used for these
purposes will be determined  on the basis of the combined  annualized  amount of
(i) Zuckerman/Drasner Properties' Actual Zuckerman/Drasner Purchases; (ii) AGT's
and New  AGT's  Actual  Kodak  Purchases;  and  (iii)  AGT's  and New  AGT's and
Zuckerman/Drasner Properties' Actual Imaging Purchases (the amounts described in
clauses (i), (ii) and (iii) hereafter called the "Rebate  Purchases") during the
quarter in question, as set forth in the following table:


                                   *


                                   *


                                   *


                                   *


                                   *


                                   *


                                   *


                                   *


                                   *


                                   *


                                   *







         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.

<PAGE>   8
                                   *


                                   *



















         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.

<PAGE>   9
While Actual Imaging  Purchases are used in computing total volume, no rebate is
to be paid on such  purchases.  For the purposes of  determining  the applicable
rebate percentage rate, the Rebate Purchases will be annualized as of the end of
each of the first three calendar  quarters of each calendar year, with each such
calculation  being based solely on the volume of the Rebate Purchases during the
quarter in question,  not for the period from the  beginning of the year through
the end of such quarter. For example, if in the third quarter of 1997 the Rebate
Purchases of film totaled * , then the rebate on such  purchases  would be equal
to * (i.e., * in purchases equates to an annualized rate of * ; accordingly, the
rebate would be equal to * of * ). If, on the other hand,  the Rebate  Purchases
of film in such quarter  totaled * , then the rebate on such purchases  would be
equal  to  *  (i.e.,  *  in  purchases  equate  to  an  annualized  rate  of * ;
accordingly,  the rebate  would be equal to * of * ). At the end of each  fourth
quarter, the Rebate Purchases for the year will be totaled, and, in the event of
any  discrepancy  between the annualized  rates used during any of the preceding
three  quarters  and the  actual  year-end  results,  the  rebate  rates will be
recalculated   for  such  quarters  and  the  fourth  quarter  rebate   adjusted
accordingly.  Each rebate on Actual  Kodak  Purchases  to which AGT, New AGT and
Zuckerman/Drasner  Properties  are entitled under this Agreement will be paid by
Kodak  within  thirty days  following  Kodak's  receipt of a properly  completed
Claims for Payment executed respectively by (x) the General Partner on behalf of
AGT, (y) the Chief  Financial  Officer of New AGT,  and (z) the Chief  Financial
Officer of Zuckerman/Drasner  Properties,  in each case setting forth the volume
of Rebate Purchase.


     It is  understood  that  Purchases  of  Graphic  Arts  Products  or Imaging
Products  outside the United  States  shall not be taken into  account for these
purposes.  At AGT's and New AGT's request,  Kodak will consider  entering into a
separate arrangement with respect to AGT's and New AGT's overseas business,  but
Kodak shall have no rebate  obligations  with respect  thereto  absent a written
agreement to the contrary signed by both parties.

     It is understood  and agreed that Rebate  Purchases by each of AGT, New AGT
and  Zuckerman/Drasner  Properties  during 1997 will be consistent  with and not
exceed  historic,  usual and customary order flow so as to prevent and limit any
purchases in 1997 for actual use in 1998 or thereafter and to prevent  purchases
by any one of them for resale to or use by any party except the  ordering  party
and a breach of the foregoing shall also be deemed an Event of Default under the
Notes.








         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.

<PAGE>   10
     From January 1, 1997 through  December 31, 1997 Kodak agrees to pay AGT and
New AGT their  rebate on their  Actual  Kodak  Purchases  and  Zuckerman/Drasner
Properties on Actual  Zuckerman/Drasner  Purchases,  on a monthly basis using an
estimate of  purchases  that equate to an  aggregate  * month  rebate  provided,
however,  that for each Quarter of 1997 Kodak will retain * of the amount of the
total rebate earned by each of AGT, New AGT and Zuckerman/Drasner  Properties on
account of Actual  Kodak  Film  Purchases  and apply  that  amount to reduce the
Prebate.  Quarterly  rebate Claims for Payment filings will be submitted by AGT,
New AGT and  Zuckerman/Drasner  Properties  or All Star  Purchasing  as provided
hereinabove and at that time any adjustments based on the actual volumes will be
made, the








         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.

<PAGE>   11
monthly  rebates already paid to AGT, New AGT and  Zuckerman/Drasner  Properties
will be offset against the actual rebate owed,  and any additional  rebates owed
(which  in the  case  of  Actual  Kodak  Film  Purchases  by  AGT,  New  AGT and
Zuckerman/Drasner  Properties  will be net of the  applications  to  reduce  the
Prebate)  will  be paid to AGT,  New  AGT and  Zuckerman/Drasner  Properties  as
provided above. If Kodak overpaid AGT, New AGT or  Zuckerman/Drasner  Properties
for the  quarter,  the  overpaid  parties  will  reimburse  Kodak for the amount
overpaid within thirty days of receiving written notice of such overpayment. The
Parties  agree that all rebate  payments  shall be made by Kodak to each of AGT,
New AGT and  Zuckerman/Drasner  Properties  on  account  of its pro  rata  share
thereof,  said  payments to be delivered  to AGT, New AGT and  Zuckerman/Drasner
Properties,  or  in  the  aggregate  to  All  Star  Purchasing,   Inc.  for  its
distribution to AGT, New AGT and  Zuckerman/Drasner  Properties and such payment
to All Star shall be deemed to satisfy Kodak's payment  obligation.  Kodak shall
provide a record of all  reductions in the amount of the Prebate owed by AGT and
New AGT through  December  31, 1997 and provide a statement  of the  outstanding
Prebate on January 1, 1998.


     Starting the first quarter of 1998 through the fourth  quarter of 2000, the
rebates due to AGT,  and New AGT under this Section 11 will be  reconciled  on a
quarterly basis against the value of the outstanding Prebate at January 1, 1998.
This will be done in the  following  manner.  The amount of rebate earned by AGT
and New AGT for the quarter will be  determined.  If the amount of rebate earned
by AGT and New AGT  during  the  quarter  is in excess  of * of the  outstanding
Prebate,  Kodak  will pay AGT and New AGT the  excess  rebate  for that  quarter
within 30 days of the end of the quarter. If AGT and New AGT earn less than * of
the  outstanding  Prebate  on  January 1,  1998,  AGT and New AGT,  jointly  and
severally, must pay Kodak the difference between the earned rebate and such * of
the outstanding  Prebate.  Kodak will invoice AGT and New AGT for the difference
and AGT and New AGT are  jointly  and  severally  obligated  to pay the  invoice
within 30 days.  Kodak and AGT/All  Star will keep the  appropriate  records and
will  determine  the  appropriate  rebate.  It is the intent and purpose of this
paragraph to reduce the outstanding  Prebate on January 1, 1998 by * during each
of the twelve  quarters  during the period January 1, 1998 through  December 31,
2000.


     Should AGT or New AGT or  Zuckerman/Drasner  Properties  at any time breach
its obligation to purchase  Kodak Graphic Arts and Imaging  Products as provided
in Sections 10,





         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.


<PAGE>   12
10A and Section 11 and under  Section 10C  respecting PS Approval  Units,  Kodak
may,  at its  option,  require  that AGT and New  AGT,  jointly  and  severally,
immediately pay to Kodak the Adjusted Balance (as defined below) of the Prebate,
together  with  interest on the Adjusted  Balance at * computed from the date of
the breach through the actual date of the payment of the Adjusted  Balance.  For
purposes of this Section (i) the Adjusted  Balance shall be calculated by adding
to the  balance  of the  Prebate  on the date of breach  an amount  equal to the
"unearned"  portion of any reduction in the Prebate  credited  during 1997 (such
reduction,  the "1997  Reduction"),  and (ii) the "unearned" portion of the 1997
Reduction  shall be computed by  multiplying  the 1997  Reduction by a fraction,
which shall be determined in accordance with the following schedule:








                                       *


                                       *


                                       *


                                       *


                                       *


                                       *


                                       *








         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.

<PAGE>   13
     If Kodak exercises its option to require  payment of the Adjusted  Balance,
then such sum shall become "the  Prebate"  for the  purposes of Mr.  Zuckerman's
Guaranty Agreement and Mr. Zuckerman acknowledges he has individually guaranteed
such  payment.  In  such  event,  AGT and New  AGT  waive  any and all  defenses
(including,  without limit demands for payment,  notice and presentment) to such
payment except those defenses which factually dispute any alleged non-compliance
with Section 10 and 10A.


Section  2.  Amendment  to  Guaranty  Agreement.  Mr.  Zuckerman  shall  deliver
concurrently  with his execution of this Third Amendment an executed copy of the
Second  Amended and Restated  Guaranty  Agreement  attached  hereto as Exhibit B
which acknowledges and agrees to the changes in the value of the Prebate and the
terms of the repayment of the Prebate.


Section 3. Confirmation of Agreement.  Except as expressly  amended herein,  the
Purchase Agreement is ratified and confirmed in all respects and shall remain in
full force and effect in accordance  with its terms.  Mr.  Zuckerman and AGT and
New AGT and each of them represent and confirm each and every representation and
warranty  previously  made is true and correct and  continuing as of the date of
this Third Amendment and that there has been no breach thereof by any of them as
of the date of this Third Amendment.  It is expressly understood and agreed that
no term,  condition or change set forth in this Third Amendment shall operate to
extend or change the  maturity  or any other term or  condition  of the First or
Second Note and Mr. Zuckerman's  absolute  obligation to repay such Notes except
the additions to Events of Default under such Notes contemplated by Sections 10,
10A,  10C and 11;  nor  shall it effect  the  absolute  obligation  to repay the
Prebate  except in so far as this  Third  Amendment  changes  the amount of such
Prebate  and the time for  repayment  of such  Prebate,  nor shall it effect the
absolute  guarantee of Mr.  Zuckerman for the repayment of the Prebate except as
expressly set forth in the Second Amended and Restated Guaranty Agreement. It is
the  intention  of the parties  that at all times from  inception of the Prebate
through its final payment that Mr.  Zuckerman's  guaranty  thereof be continuous
and uninterrupted.


Section 4. Execution in  Counterparts.  This Third  Amendment may be executed in
counterparts,  each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.





         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.

<PAGE>   14
Section 5.  Governing Law. The  interpretation  and  construction  of this Third
Amendment  to the Loan and  Purchase  Agreement,  and all matters in  connection
herewith,  shall be governed by the  substantive  laws of the State of New York,
without regard to the choice of law principles.


Section 6. Effectiveness.  This Third Amendment, together with the amendments to
the Purchase  Agreement  incorporated  in this Third  Amendment,  and the Second
Amended and Restated Guaranty Agreement (the form of which is attached hereto as
Exhibit B) shall be  effective  as of  January 1, 1997 upon  receipt by EKCC and
Kodak of the last signed  counterpart and the signed Second Amended and Restated
Guaranty Agreement.











             (THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK)
















WITNESS the following signatures:




EASTMAN KODAK COMPANY              IMAGING FINANCIAL SERVICES, INC. D/B/A EKCC



 




         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.

<PAGE>   15
By:   /s/ Susan A. McLaughlin               By:   /s/ Mark Zerby

(signature)                                 (signature)




V.P. & COO, Kodak Professional              ___________________________________

(title)                                    (title)

Date:  July 24, 1997                        Date: :  July 24, 1997




MORTIMER B. ZUCKERMAN                       DAILY NEWS, L.P.




By:   /s/ Mortimer B. Zuckerman             By:  /s/ Fred Drasner

(signature)                                 (signature)



                                            Chief Executive Officer

                                            (title)

Date: :  July 22, 1997                      Date:  July 22, 1997




U.S. NEWS & WORLD REPORT, L.P.              APPLIED PRINTING TECHNOLOGIES, L.P.






         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.

<PAGE>   16
By:  /s/ Fred                                       By:  /s/ Fred
Drasner                                             Drasner

    (signature)                                         (signature)




Chief Executive Officer                Chairman and Chief Executive Officer

     (title)                                             (title)

Date:  July 22, 1997                                Date:  July 22, 1997




APPLIED GRAPHICS TECHNOLOGIES, INC.




By:  /s/ Fred Drasner

(signature)

Chairman and Chief Executive Officer

(title)

Date:  July 22, 1997









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         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.


<PAGE>   17

        EXHIBIT B OF THIRD AMENDMENT TO LOAN & PURCHASE AGREEMENT




            SECOND AMENDED AND RESTATED GUARANTY AGREEMENT




                                     June 30, 1997







Eastman Kodak Company
343 State Street
Rochester, New York 14650

Gentlemen:

     For value received and in order to induce  Eastman Kodak Company,  with its
principal  place of  business  at 343 State  Street,  Rochester,  New York 14650
("Kodak"), to have originally provided a prebate ("Prebate") to Applied Graphics
Technologies,   L.P.,  a/k/a/  Applied  Printing  Technologies,  L.P.  with  its
principal place of business at 463 Barell,  Carlstadt,  New Jersey 07072 ("AGT")
and Applied Graphic Technologies, Inc. a Delaware corporation with its principal
place of business at 28 West 23rd Street,  New York, New York 10010 ("New AGT"),
and to extend the time for  repayment  of the  Prebate  and an  increase  in the
rebate percentages,  to change certain terms, including the value of the Prebate
and the amount of Prebate to be paid during 1997 and  thereafter and relating to
purchases  to be made by AGT,  New  AGT and  Zuckerman/Drasner  Properties  from
Kodak, and to execute the Third Amendment of Loan and Purchase Agreement of even
date herewith among Kodak, Imaging Financial Services, Inc. d/b/a EKCC ("EKCC"),
AGT, New AGT Mortimer B. Zuckerman ("Guarantor"), Daily News, L.P, and U.S. News
& World Report,  L.P., known collectively as  Zuckerman/Drasner  Properties (the
"Third Amendment"), Guarantor, an individual residing at *






         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.

<PAGE>   18
hereby, absolutely, irrevocably and unconditionally,  guarantees unto Kodak, its
successors and assigns,  the payment of the Prebate in the aggregate amount of *
with applicable interest,  to Kodak pursuant to and under the First Amendment of
Loan and Purchase  Agreement  dated  September l8, 1995 between  Kodak,  AGT and
Guarantor,  and the Second Amendment  thereto between Kodak and AGT, New AGT and
Zuckerman Properties dated April 19, 1996 and the Third Amendment thereto and as
amended from time to time  (including but not limited to as amended by the Third
Amendment),  and including any extensions and renewals  thereof or part thereof,
together  with  interest,  fees,  charges,  expenses and costs of  collection or
enforcement, including attorneys fees (collectively, the "Liabilities").

     Guarantor acknowledges and agrees that the Liabilities shall not be reduced
by any "unearned"  portion of any reduction in the Prebate  credited during 1997
as such  "unearned"  portion is calculated  under the terms of Section 11 of the
Loan and Purchase Agreement respecting the "Adjusted Balance." Thus in the event
that there is any breach by AGT or New AGT or  Zuckerman/Drasner  Properties  of
any  obligation set forth in Section 10, 10A, 10C or 11 of the Loan and Purchase
Agreement as amended, then the Liabilities shall include the Adjusted Balance of
the  Prebate  together  with  interest,  fees,  charges,  expenses  and costs of
collections and enforcement.

     Kodak may without notice or demand of any kind grant any extensions of time
to or make any  compromise  with or release and discharge AGT or New AGT, or any
other  party  or  parties  liable  with  AGT or New  AGT  upon  any  instrument,
indebtedness  or  obligation,  or any  other  guarantor  thereof,  and Kodak may
release or omit to collect or enforce or may compromise any collateral  security
held by it without  regard to any demands or requests by  Guarantor  and without
thereby releasing Guarantor hereunder or incurring any liability to Guarantor.

     Kodak may  without  notice or demand of any kind  realize  on and apply any
collateral  held by  Kodak,  whether  or not  deposited  by  Guarantor,  to such
obligation or obligations as Kodak may elect,  whether guaranteed hereby or not,
without regard to any rights of Guarantor in respect to the application thereof.
All sums at any time to the  credit of the  Guarantor  and any  property  of the
Guarantor  in Kodak's  possession  shall be deemed held by Kodak as security for
any and all of Guarantor's obligations hereunder.





         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.


















<PAGE>   19
     If AGT or New AGT fail to pay all or any part of the Liabilities  when due,
whether by acceleration or otherwise, Guarantor, immediately upon written demand
of Kodak,  will pay to Kodak all  Liabilities  then due and unpaid by AGT or New
AGT as if  such  Liabilities  constituted  direct  and  primary  obligations  of
Guarantor.

     This instrument shall be deemed to be a continuing  guaranty of payment and
not of  collectability  and shall  remain in full  force and  effect  until full
performance  and  payment  of  all  of  the  Liabilities,  whether  absolute  or
contingent, and any renewals or extensions thereof. Kodak and AGT and/or New AGT
may  agree  to  subsequent  changes  on the  applicable  interest  rate  without
impairing any of Kodak's right under this Guaranty.  Kodak may release Guarantor
without in way affecting or terminating the obligations of any other  guarantors
as to then existing or future  Liabilities  and notice by Guarantor  shall in no
way offer or terminate the  obligation of Guarantor or any of the  Guarantors as
to then existing or future Liabilities. Guarantor's liability hereunder is in no
way conditional or contingent upon any attempt to collect from AGT or New AGT or
realize upon any collateral  security for the Liabilities.  Guarantor shall have
no right of subrogation,  reimbursement or indemnity  whatsoever and no right of
recourse  to or with  respect to any assets or  property of AGT or New AGT or to
any collateral for the  Liabilities,  unless and until all the Liabilities  have
been paid and performed in full.

     Guarantor  agrees to pay its  obligations  hereunder  without  deduction by
reason of any set-off,  defense or  counterclaim  of AGT or New AGT, and without
requiring protest,








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         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.
















<PAGE>   20
presentment  or  notice  of  dishonor  or  notice  of  default  or  non-payment.
Guarantor's   obligation   shall  not  be   affected   by  any   invalidity   or
unenforceability  of the  Liabilities  against  AGT  and/or New AGT or any other
person or entity, all of which are hereby waived.

     Guarantor  represents  and  warrants  that  the  execution,   delivery  and
performance  hereof and of any term,  covenant or condition  herein provided for
are within his power and are not in  conflict  with any  indenture,  contract or
agreement to which  Guarantor is a party or by which Guarantor is bound, or with
any statute, rule regulation, decree, judgment or order binding upon Guarantor.

     Guarantor  covenants that from the date hereof until all obligations  owing
to Kodak  hereunder  have been paid  fully,  Guarantor  shall  furnish  to Kodak
annually,  promptly and as soon as available,  but in no event more than 90 days
after the end of each calendar year,  financial statements at the end of and for
such calendar year and,  promptly after Kodak's  request,  such other  financial
information as Kodak may from time to time reasonably request.

     Books and records showing the account and amounts outstanding between Kodak
on the one hand and AGT and New AGT on the other shall be admissible in evidence
in any action or  proceedings  and shall  constitute  prima facie proof thereof.
Guarantor  expressly  waives any rights to notice of acceptance from Kodak or to
any other notice or demand upon  Guarantor or to any other actions or conditions
prior to Kodak's  reliance upon or enforcement of this Guaranty.  Kodak may take
or refrain from taking any of the actions authorized under this Guaranty without
notice of any kind to  Guarantor.  Arrangements  by and between AGT, New AGT and
Zuckerman/Drasner  Properties  respecting the  Liabilities  shall not operate to
waive, cancel or amend Guarantor's absolute and unconditional  obligations under
this Guaranty.

     This Guaranty shall be enforceable as to all of the Liabilities despite any
discharge of AGT or New AGT in bankruptcy  and despite  adjustment of all or any
part of the  Liabilities  in  insolvency  proceedings  or pursuant to some other
compromise  with  creditors.  If claim is ever made upon Kodak for  repayment or
recovery of any amount or amounts  received by Kodak in payment or on account of
any of the Liabilities, and Kodak repays all or part of said amount by reason of
(a) any judgment,  decree or order of any court or  administrative  body, or (b)
any  settlement or compromise of any such claim  effected by Kodak with any such
claimant  (including AGT or New AGT),  then and in such event  Guarantor  agrees
that any such judgment,






         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.










<PAGE>   21
decree,  order,  settlement,  or  compromise  shall be binding  upon  Guarantor,
notwithstanding   any  termination  hereof  or  the  cancellation  of  any  such
Liabilities,  and Guarantor shall be and remain liable hereunder for the amounts
so repaid or recovered to the same extent as if such amount had never originally
been received by Kodak.

     Guarantor's  liability  hereunder is in addition to and  independent of any
other liabilities such Guarantor has incurred or assumed, or may hereafter incur
or assume, by way of endorsement,  separate guaranty agreement,  or in any other
manner,  with respect to all or any part of the Liabilities  guaranteed  hereby.
This Guaranty does not supersede or limit any such other






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         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.












<PAGE>   22
liabilities of Guarantor,  and Kodak's rights and remedies under and pursuant to
this Guaranty and any such other liabilities are cumulative and may be exercised
singly or concurrently.


     This instrument  shall be binding upon Guarantor,  and any heirs,  personal
representatives  or successors and assigns,  and shall inure to Kodak's benefit.
This instrument  contains the entire agreement between parties hereto and cannot
be changed orally.  No failure by Kodak to exercise any right hereunder shall be
deemed a waiver  thereof,  nor shall any single or partial  exercise by Kodak of
any right  hereunder  preclude  any other or further  exercise  thereof,  and no
waiver by Kodak of any right  hereunder  shall  operate as a waiver of any other
right.


     This  Guaranty  shall  be  governed  by the  laws of the  State of New York
without regard to choice of law principles. Any provision of this Guaranty which
found  to be  prohibited  by law  will  be  ineffective  to the  extent  to such
prohibition without invalidating the remaining provisions.


     IN WITNESS  WHEREOF,  Guarantor has executed this instrument as of the date
first set forth above.




Date:    June 30, 1997                              /s/ Mortimer B. Zuckerman
         --------------------------------------------------------------------
                                                    Mortimer B. Zuckerman



     On this 30th day of June, 1997,  before me personally  appeared Mortimer B.
Zuckerman  who,  being by me duly  sworn did depose and say that he resides at *
and that he is the individual who executed the foregoing agreement.




Notary Public


                                                    My Commission Expires:










         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.









<PAGE>   23





         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.






<PAGE>   24


                       SECOND AMENDMENT TO PROMISSORY NOTE

     This Second Amendment to Promissory Note ("Second Amendment") is made as of
the 30th day of June, 1997 by and between Imaging Financial Services, Inc. d/b/a
EKCC ("Lender") and Mortimer B. Zuckerman ("Borrower") and amends the Promissory
Note of Borrower  to Lender,  dated June 23,  1993,  in the  original  principal
amount of Three Million  Dollars  ($3,000,000) as amended by the First Amendment
to  Promissory  Note  between  Lender and  Borrower,  dated  April 19, 1996 (the
"Promissory  Note").  Capitalized  terms used herein and not  otherwise  defined
shall have the meaning ascribed thereto in the Promissory Note.

     The  Promissory  Note was issued in  connection  with the Loan and Purchase
Agreement,  dated as of January 8, 1992, among Eastman Kodak Company  ("Kodak"),
Lender,  Applied Printing Technologies,  L.P. ("AGT"),  Borrower and Daily News,
L.P. and was amended by a First  Amendment of Loan and Purchase  Agreement among
such parties,  dated as of September 18, 1995,  and further  amended by a Second
Amendment to Loan and Purchase  Agreement  to, among other  things,  add Applied
Graphics  Technology,  Inc.  ("New AGT") and U.S. News & World  Report,  L.P. as
parties  (the Loan and  Purchase  Agreement,  as amended by the First and Second
Amendments,  the "Purchase Agreement").  (Daily News, L.P. and U.S. News & World
Report, L.P. are referred to herein as the "Zuckerman/Drasner  Properties"). The
parties  have agreed to further  amend the Purchase  Agreement  and have entered
into a Third Amendment to Loan and Purchase  Agreement (the "Third  Amendment"),
dated as of June 30, 1997.

     NOW, THEREFORE,  in consideration of the mutual promises and agreements set
forth in the Purchase  Agreement  and the Third  Amendment and the documents and
instruments  issued by the parties in  connection  therewith and intending to be
legally bound, Lender and Borrower agree as follows:

     The Events of Default set forth in the  Promissory  Note are hereby amended
and a new paragraph (e) is hereby added to replace the existing paragraph (e) in
its entirety as follows:

          (e) Breach of Purchase Requirements; Termination of Purchase Agreement
     or Guaranty.








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         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
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         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.







<PAGE>   25
AGT  and/or  New AGT fail to make,  at the times and in the  amounts  specified,
Actual Kodak Purchases,  purchases of Kodak Imaging Products, purchases of Kodak
PS Approval  Units and such other  purchases of Kodak products or otherwise fail
to comply with AGT's and/or New AGT's covenants as set forth in Section 10, 10A,
10C and 11 of the  Purchase  Agreement,  as amended by the Third  Amendment;  or
Borrower fails to cause any of AGT, New AGT or the Zuckerman/Drasner  Properties
to make the  purchases  required  under  Sections 10, 10A or 10C of the Purchase
Agreement,  as amended by the Third  Amendment;  or The Purchase  Agreement,  as
amended by the Third  Amendment,  or the Second  Amended and  Restated  Guaranty
Agreement  of  Borrower  to  Kodak,  dated as of June 30,  1997  (the  "Guaranty
Agreement"),  shall cease to be in full force and effect or shall be  terminated
or the validity or  enforceability  thereof shall be contested by Borrower or by
any other person other than Kodak or EKCC.

     All references to the Promissory  Note in the Purchase  Agreement or in the
Third  Amendment  to shall be the  Promissory  Note as  amended  by this  Second
Amendment to Promissory Note. An executed copy of this Second Amendment shall be
affixed to the Promissory Note. 

     This Second Amendment may be executed in one or more counterparts,  each of
which shall be deemed an original and all of which,  when taken together,  shall
constitute one instrument.

     Except  as  expressly  amended  hereby,  all of the  terms,  covenants  and
conditions  of the  Promissory  Note shall  continue  in full force as effect in
accordance with its terms.

     IN WITNESS WHEREOF,  this Second Amendment has been executed as of the date
first above written.


                                                 BORROWER:





                                                 -------------------------------
                                                 Mortimer B. Zuckerman













         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.







<PAGE>   26
                                           LENDER:
                                           IMAGING FINANCIAL SERVICES, INC.





                                           By:________________________________
                                           Title:_____________________________


























         * Text deleted pursuant to application for Confidential Treatment under
         Rule 24b-2 of the Securities  Exchange Act of 1934 and filed separately
         with the Securities and Exchange Commission under Rule 24b-2 of the 
         Securities Exchange Act of 1934 and filed separately with the 
         Securities and Exchange Commission.