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                                                                   EXHIBIT 10.54

PEARL MEYER & PARTNERS

                                 PULITZER INC.

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                      Incentive Opportunities for JOHN HOLT

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This term sheet outlines certain incentive opportunities that will be offered to
you if the current strategic review process leads to a sale of the Company (a
"Transaction") that takes place before September 1, 2005.

A.       TRANSACTION INCENTIVE OPPORTUNITY

         To encourage you to continue with the Company and share in the value
         realized by our stockholders, you will be eligible to receive the
         following amounts UPON THE TRANSACTION CONSUMMATION IF YOU ARE THEN
         STILL EMPLOYED BY THE COMPANY:

         DEAL PARTICIPATION BONUS

                  $25,000           This Bonus is being offered to you in
                                    recognition of your efforts up until the
                                    date of the Transaction consummation.

         BONUS IN LIEU OF 2004 STOCK OPTION GRANT

                  $51,000           This Bonus is being offered in lieu of a
                                    2004 stock option grant.

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                  $76,000           TOTAL TRANSACTION INCENTIVE OPPORTUNITY

B.       RETENTION INCENTIVE OPPORTUNITY

         To encourage you to continue with the Company following the
         transaction, you will be eligible to receive the following amount on
         the date that is THREE MONTHS FOLLOWING THE TRANSACTION CONSUMMATION IF
         YOU ARE THEN EMPLOYED BY THE COMPANY (OR ITS SUCCESSOR):

         RETENTION BONUS

                 $159,533           You would also be entitled to the Retention
                                    Bonus if your employment is terminated
                                    during the period of three months following
                                    the Transaction other than by the Company
                                    for "Cause" or by you without "Good Reason"
                                    (as those terms are defined in your
                                    Executive Transition Agreement).


                                                     A Clark Consulting Practice
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PEARL MEYER & PARTNERS

                                 PULITZER INC.

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                      Incentive Opportunities for JOHN HOLT

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C.       STOCK OPTIONS

         All of your unvested options to purchase common stock of Pulitzer Inc.
         will vest immediately before consummation of the Transaction, assuming
         your employment continues until that time. Your vested options are, of
         course, currently exercisable, subject to compliance with federal
         securities laws and Company policies.

D.       EXECUTIVE TRANSITION PLAN

         The above incentive opportunities will be in addition to any rights or
         entitlements you have under your Executive Transition Agreement,
         subject, however, to the golden parachute excise tax limitation (the
         "280G Limit") described in Section 6 of your Executive Transition
         Agreement. Your 280G Limit is determined with reference to your average
         compensation from the Company for the five years preceding a change in
         control transaction. If a Transaction occurs in 2005, your compensation
         for 2004 will be taken into account in calculating the average. The
         accelerated payment of your 2004 bonus (see the attached cover letter)
         should increase your average to some extent. Nevertheless, because of
         the complexity of the rules relating to the 280G Limit and the fact
         that 2004 is nearly over, we suggest you consult with a professional
         tax adviser regarding the potential application of this limitation in
         your situation.


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                                                     A Clark Consulting Practice