EXHIBIT 10.10


                      FOURTH AMENDMENT TO CREDIT AGREEMENT

         THIS FOURTH  AMENDMENT  TO CREDIT  AGREEMENT  is made and entered as of
September  21,  1999  (this  "Amendment")  is  between  AKI,  Inc.,  a  Delaware
corporation,  formerly known as Arcade, Inc.  ("Borrower") and HELLER FINANCIAL,
INC., a Delaware corporation ("Lender").

                              W I T N E S S E T H:

         WHEREAS,  Borrower  and  Lender  are  parties  to that  certain  Credit
Agreement dated as of April 30, 1996 and all amendments  thereto (as amended and
supplemented from time to time, the "Credit Agreement");

         WHEREAS,  pursuant to that certain Stock Purchase Agreement dated as of
September __, 1999 (the "RetCom Purchase Agreement"), Borrower shall acquire all
of the issued and outstanding capital stock of RetCom Holdings, Ltd., a Delaware
corporation ("Target"); and

         WHEREAS,  the parties  wish to amend the Credit  Agreement  as provided
herein;

         NOW, THEREFORE, the parties agree as follows:

         1.       Definitions.  Capitalized terms used in this Amendment, unless
otherwise defined herein,  shall have the meanings ascribed to such terms in the
Credit Agreement.

         2.       Amendments to the Credit Agreement.

                  (a)  Subsection  4.3(b) is amended by deleting all periods and
amounts  beginning  with "July 1, 1999 through  December 31, 1999 - $25,500,000"
through  the end of such  subsection  and  substituting  the  following  in lieu
thereof:

         "July 1, 1999 through December 31, 1999               $20,000,000
         January 1, 2000 through March 31, 2000                $21,000,000
         April 1, 2000 through December 31, 2000               $22,000,000
         January 1, 2001 through June 30, 2001                 $23,000,000
         July 1, 2001 through June 30, 2002                    $24,000,000
         July 1, 2002 through June 30, 2003                    $25,000,000
         July 1, 2003 through June 30, 2004                    $26,000,000
         July 1, 2004 and thereafter                           $27,000,000"


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                  (b)      Subsection 4.4 is amended by deleting such subsection
                           in its entirety and the following is inserted in lieu
                           thereof:

         "4.4 Fixed  Charged  Coverage.  Borrower  shall not permit Fixed Charge
         Coverage for the twelve  month  period  ending on any of July 31, 1999,
         August 31, 1999 and September  30, 1999 to be less than 1.05.  Borrower
         shall not permit  Fixed  Charge  Coverage  for the twelve  month period
         ending on the last day of each month  thereafter  to be less than 1.10.
         "Fixed Charge  Coverage"  will be calculated as  illustrated on Exhibit
         4.6(C)."

                  (c)      Subsection  4.5 is  deleted in its  entirety  and the
                           following is inserted in lieu thereof:

         "4.5   Total Indebtedness to Operating Cash Flow Ratio

                  Borrower  shall not  permit  the  ratio of Total  Indebtedness
         calculated as of the last day of any month during the periods set forth
         below to Operating Cash Flow for the twelve (12) month period ending on
         such day to be greater than the amount set forth below for such period:

                           Period                             Ratio

         July 1, 1999 through December 31, 1999               7.90
         January 1, 2000 through March 31, 2000               7.00
         April 1, 2000 through June 30, 2000                  6.80
         July 1, 2000 through September 30, 2000              6.50
         October 1, 2000 through December 31, 2000            6.30
         January 1, 2001 through March 31, 2001               6.10
         April 1, 2001 through June 30, 2001                  5.90
         July 1, 2001 and thereafter                          5.75

                  "Total  Indebtedness,  Operating Cash Flow, will be calculated
         as illustrated on Exhibit 4.6(C)."

         3. Representations and Warranties.  To induce Lender to enter into this
Amendment, Borrower represents and warrants to Lender that:

                  (a) the  execution,  delivery and  performance  by Borrower of
this Amendment are within its corporate power,  have been duly authorized by all
necessary  corporate  action and do not and will not contravene or conflict with
any provision of law applicable to Borrower, the Certificate of Incorporation or
By-laws  of  Borrower,  or any order,  judgment  or decree of any court or other
agency of government or any contractual obligation binding upon Borrower;


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                  (b) the Credit  Agreement  as amended as of the date hereof is
the legal, valid and binding obligation of Borrower enforceable against Borrower
in accordance with its terms;

                  (c) each of the  representations  and  warranties set forth in
Section 5 of the Credit  Agreement  (other  that those  which,  by their  terms,
specifically  are made as of a certain  date prior to the date  hereof) are true
and correct in all material respects as of the date hereof;

                  (d) no  Default  or  Event  of  Default  has  occurred  and is
continuing; and

                  (e) all conditions precedent to the obligations of the parties
to the consummate  the purchase and sale of the stock of Target  pursuant to the
RetCom Purchase Agreement have been satisfied in all material respects.

         4.  Covenants.  Borrower  hereby  covenants  and  agrees to, as soon as
reasonably  possible but in no event later than 10 Business  Days after the date
draft documentation is delivered to Borrower:

                  (a) cause Target and each of its Subsidiaries to guarantee the
Obligations and to secure such guarantee by granting a lien on substantially all
of its and their assets,  in each instance pursuant to documentation in form and
substance reasonably satisfactory to Lender;

                  (b) pledge and deliver to Lender all of the  capital  stock of
Target  and each of its  Subsidiaries  to secure  the  Obligations  pursuant  to
documentation in form and substance reasonably satisfactory to Lender;

                  (c) deliver to Lender a copy of the articles or certificate of
incorporation  of Borrower  certified  as of a recent date by the  Secretary  of
State  of  Delaware  and  such  other  corporate  organizational  and  authority
documents as Lender may reasonably request; and

                  (d)  deliver  to  Lender  such UCC  financing  statements  and
amendments thereto as Lender may reasonably require.

         5.  Conditions.  The  effectiveness  of the  amendments  stated in this
Amendment  is  subject  to  each  of  the  following   conditions  precedent  or
concurrent:

                  (a) No Default or Event of Default under the Credit Agreement,
as amended hereby, shall have occurred and be continuing;

                  (b) Borrower shall have executed and delivered this Amendment,
and such other  documents and  instruments as Lender may require shall have been
executed and/or delivered to Lender; and



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                  (c) All proceedings  taken in connection with the transactions
contemplated  by this Amendment and all documents,  instruments  and other legal
matters incident thereto, shall be satisfactory to Lender and its legal counsel.


         6.       Miscellaneous.

                  (a) Captions.  Section captions used in this Amendment are for
convenience only, and shall not affect the construction of this Amendment.

                  (b)  Governing  Law. This  Amendment  shall be a contract made
under  and  governed  by the laws of the State of New  York,  without  regard to
conflict of laws principals.  Whenever possible each provision of this Amendment
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable law, but if any provision of this Amendment shall be prohibited by or
invalid under such law, such  provision  shall be  ineffective  to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of such
provision or the remaining provisions of this Amendment.

                  (c) Counterparts. This Amendment may be executed in any number
of counterparts,  and each such  counterpart  shall be deemed to be an original,
but all  such  counterparts  shall  together  constituted  but one and the  same
Agreement.

                  (d)  Successors and Assigns.  This Amendment  shall be binding
upon Borrower and Lender and their respective  successors and assigns, and shall
inure to the sole benefit of Borrower and Lender and their respective successors
and assigns.

                  (e)  References.   Any  reference  to  the  Credit   Agreement
contained  in any  notice,  request,  certificate,  or other  document  executed
concurrently with or after the execution and delivery of this Amendment shall be
deemed to include this Amendment unless the context shall otherwise require.

                  (f) Continued  Effectiveness.  The Credit Agreement as amended
hereby and each of the other Loan Documents remains in full force and effect.

                  (g)  Costs,   Expenses   and  Taxes.   Borrower   affirms  and
acknowledges  that  subsection  1.3(B) of the Credit  Agreement  applies to this
Amendment  and  the  transactions  and  Agreements  and  document   contemplated
hereunder.


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         Delivered  at  Chicago,  Illinois,  as of the day and year first  above
written.

                                       AKI, INC.


                                       By:           /S/ WILLAIM J. FOX
                                                     ------------------
                                       Name Printed: William J. Fox
                                       Title:        President

                                       HELLER FINANCIAL, INC., as Lender


                                       By:           /S/ GEORGE F. KURTESON
                                                     ----------------------
                                       Name Printed: George F. Kurteson
                                       Title:        Senior Vice President