**Exhibit10.28**

**EMPLOYMENT AND NON-COMPETITIONAGREEMENT**

**(GaryJ. Kittredge)**

This **EMPLOYMENT AND NON-COMPETITION AGREEMENT**(this “Agreement”), dated as of March 29, 2007, is between The SheridanGroup, Inc., a Maryland corporation (the “Employer”), and Gary J.Kittredge (the “Employee”).

**WHEREAS**, the Employer wishes toemploy the Employee as an executive officer of the Employer, and the Employeewishes to work as an executive officer of the Employer, on the terms set forthbelow.

**NOW, THEREFORE**,it is hereby agreed as follows:

§1. **EMPLOYMENT**.  The Employer hereby employs the Employee, andthe Employee hereby accepts employment, upon the terms and subject to theconditions hereinafter set forth.

§2. **DUTIES**. The Employee shall be employed as the President and Chief OperatingOfficer of Dartmouth Printing Company, a New Hampshire corporation.  In such capacity, the Employee shall have theexecutive responsibilities and duties assigned by the Employer’s Board ofDirectors (the “Board”) and shall report directly to the GroupPresident, Sheridan Publication Services, of the Employer.  The Employee agrees to devote his full timeand best efforts to the performance of his duties to the Employer.  Nothing contained herein shall be construedas prohibiting the Employee from serving as a director of any entity that isnot in the Designated Industry, as defined in §8, so long as such activity doesnot involve a substantial time commitment and otherwise does not interfere withthe performance of his duties under this Agreement.

§3. **TERM**. The term of employment of the Employee hereunder shall commence on April1, 2007 (the “CommencementDate”) and shall continue until March31, 2008 (the “InitialTerm”), unless earlier terminated pursuantto §6, and shall be renewed automatically for additional one (1) year termsthereafter unless terminated by either party by written notice to the otherparty given at least  ninety (90) daysprior to the expiration of the then current term.

§4. **COMPENSATIONANDBENEFITS**.  During the term of the Employee’s employmenthereunder, in consideration for the services of the Employee hereunder, theEmployer shall compensate the Employee as follows:

(a) **BaseSalary**.  The Employer shall pay the Employee, inaccordance with the Employer’s current payroll practices, a base salary (the “BaseSalary”).  The Base Salary will bepaid at an annual rate of $210,000.  TheBase Salary may be increased from time to time at the discretion of the Boardand is in addition to the other benefits set forth herein.

(b) **ManagementIncentiveBonus**.  The Employee shall be eligible to receivefrom the Employer, for each of the fiscal years of the Employer ended after thedate hereof, a management incentive bonus (the “IncentiveBonus”)in an amount up to fifty percent (50%) of the Base Salary for such fiscal year,in accordance with an incentive bonus plan to be adopted by the Board prior tothe end of the first fiscal quarter for each such fiscal year.  In accordance with applicable Federal law,the Incentive Bonus, if any, will be paid by the March 15 following the fiscalyear during which the Employee becomes vested in his Incentive Bonus.

(c) **Insurance; OtherBenefits**.  Accident, disability, and health insurancefor the Employee shall be provided by the Employer under group accident,disability, and health insurance plans maintained by the Employer for, and onthe terms and conditions generally applicable to, its full-time, salariedemployees as such employment benefits may be modified from time to time by theEmployer for all full-time, salaried employees.  The amount and extent of such coverage shallbe subject to the discretion of the Board. The Employee shall also be eligible to participate in any deferredcompensation or retirement plans maintained by the Employer, in accordance withthe terms of such plans as in effect from time to time.

§5. **EXPENSES**.  The Employer shall reimburse the Employee forall reasonable expenses of types authorized by the Employer and incurred by theEmployee in the performance of his duties hereunder.  The Employee shall comply with such budgetlimitations and approval and reporting requirements with respect to expenses asthe Employer may establish from time to time.

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§6. **TERMINATION**.  The Employee’s employment hereunder shallcommence on the Commencement Date and continue until the expiration of theInitial Term, and any extension of such term pursuant to §3, except that theemployment of the Employee hereunder shall earlier terminate:

(a) **DeathorDisability**.  Upon the death of the Employee during theterm of his employment hereunder or, at the option of the Employer, in theevent of the Employee’s physical or mental disability, upon thirty (30) days’written notice from the Employer.  TheEmployee shall be deemed disabled if an independent medical doctor (selected bythe Employer’s health or disability insurer) certifies that the Employee hasfor 180 days, consecutive or non-consecutive, in any twelve (12) monthperiod been physically or mentally disabled in a manner which seriously interfereswith his ability to perform his responsibilities under this Agreement.  Any refusal by the Employee to submit to amedical examination for the purpose of certifying physical or mental disabilityunder this §6(a) shall be deemed to constitute conclusive evidence of theEmployee’s physical or mental disability.

(b) **For Cause**.  For “Cause” immediately upon written noticeby the Employer to the Employee.  Forpurposes of this Agreement, a termination shall be for Cause if any one or moreof the following has occurred:

(i)  the Employee shall have committed an act offraud, embezzlement or misappropriation against the Employer, including, butnot limited to, the offer, payment, solicitation or acceptance of any unlawfulbribe or kickback with respect to the Employer’s business; or

(ii)  the Employee shall have been convicted by acourt of competent jurisdiction of, or pleaded guilty or nolo contendere to,any felony or any crime involving moral turpitude; or

(iii)  the Employee shall have refused, after explicitwritten notice, to obey any lawful resolution of or direction by the Boardwhich is consistent with his duties hereunder; or

(iv)  the Employee has been chronically absent fromwork (excluding vacations, illnesses or leaves of absence approved by theBoard); or

(v)  the Employee shall have failed to perform theduties incident to his employment with the Employer on a regular basis, andsuch failure shall have continued for a period of twenty (20) days afterwritten notice to the Employee specifying such failure in reasonable detail(other than as a result of the Employee’s Disability); or

(vi)  the Employee shall have engaged in theunlawful use (including being under the influence) or possession of illegaldrugs on the Employer’s premises; or

(vii)  the Employee shall have breached any one ormore provisions of the Stock Purchase Agreement, dated as of August 1, 2003,among the Employer and its stockholders as amended and in effect from time totime, and such breach shall have continued for a period of ten (10) days afterwritten notice to the Employee specifying such breach in reasonable detail.

(c) **ResignationWithoutGoodReason;Without Cause**.  Upon thirty (30) days’ written notice by theEmployer to the Employee without Cause or by the Employee to the Employerwithout Good Reason (as defined below).

(d) **ResignationWithGoodReason. **Upon written notice by the Employee tothe Employer for Good Reason specifying in reasonable detail the basis for suchtermination, provided, that such notice shall be given no more than thirty (30)days following the event or condition which gives rise to suchtermination.  For purposes of thisAgreement, the term “Good Reason” shall mean the occurrence of any of theevents or conditions described in subparagraphs (i) through (ii) hereof withoutthe Employee’s express written consent which is not corrected within twenty(20) days after delivery by the Employee of written notice to the Employer:

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(i) a materialreduction in the Employee’s status, position, scope of authority orresponsibilities, the assignment to the Employee of any duties orresponsibilities which are materially inconsistent with such status, position,authority or responsibilities; involuntary relocation of the Employee to anextent requiring an increase in his commute to his normal place of employmentof more than 50 miles; or any removal of the Employee from or failure toreappoint him to any of positions to which the Employee has been appointed bythe Employer, except in connection with the termination of his employment; or

(ii) a materialreduction by the Employer in the Employee’s compensation or benefits, except inconjunction with a general reduction by the Employer in the salaries of it’sexecutive level employees or the  DPCsite management team.

(e) **RightsandRemediesUponTermination**.

(i) Ifthe Employee’s employment hereunder is terminated by the Employer without Causepursuant to §6(c) or by the Employee with Good Reason pursuant to §6(d), thenthe Employee shall be entitled to receive (A) severance payments, in accordancewith the Employer’s payroll practices in existence on the date of Separationfrom Service at an annual rate equal to the sum of (1) the Employee’s BaseSalary in effect at the time of such termination plus (2) the average ofthe Incentive Bonuses earned by the Employee for the two fiscal yearsimmediately     preceding the date oftermination, for a period equal to eighteen (18) months (the “Severance Period”),(B) provided that the Employee elects continuation coverage, commonly known asCOBRA coverage, under the health insurance plan maintained by the Employer forits full time salaried employees, the Employer, during the Severance Period,will pay the excess of the required COBRA premium for the Employee (and hisspouse and dependents to the extent covered by the Employer’s health insuranceplan at the time of Executive’s termination of employment) over the premiumpaid by the Employee for such coverage immediately prior to the Employee’stermination of employment, (C) payment of any expense reimbursements under §5hereof for expenses incurred in the performance of his duties prior totermination (which shall be  made by theDecember 31 of the second calendar year following the year in which theEmployee experiences a Separation from Service), and (D) immediate vesting ofthe Employee’s deferred compensation account in accordance with the DeferredCompensation Plan.  No payment will bemade under this Section 6(e) unless the Employee experiences a Separation fromService (as defined in subsection (iv) below). Once payments commence under §6(e)(i)(A), there shall be no changes madeto the payment schedule.

(ii)Notwithstanding the provisions of §6(e)(i), in the event the Employee acceptsother employment during the Severance Period, the Employer shall be entitled toreduce the amount payable under §6(e)(i) by an amount equal to the incomereceived by the Employee pursuant to such new employment during the SeverancePeriod.

(iii) Exceptas otherwise set forth in this §6(e), the Employee shall not be entitled to anyseverance or other compensation after termination.

(iv) Anemployee experiences a “Separation from Service” if the employee dies, retires,or otherwise has a termination of employment with the Employer, within themeaning of Internal Revenue Code section 409A. A “Separation from Service” shall occur if the Employee ceases toperform significant services for the Employer (for example, if the annual levelof services and remuneration are reduced to less than twenty percent (20%) [orless than fifty percent (50%), if the Employee becomes an independentcontractor] of average prior levels, based on the last three full calendar years of employment (or the actualemployment period, if shorter).

(v) A“Separation from Service” shall not occur if the Employee is on military leave,sick leave, or other bona fide leave of absence, if the period of such leavedoes not exceed six months, or if longer, so long as the Employee’s right toreemployment with the Employer is provided either by statute or by contract. Ifthe period of leave exceeds six months and the Employee’s right to reemploymentis not provided either by statute or by contract, a “Separation from Service”is deemed to occur on the first date immediately following such six-monthperiod.

§7. **INVENTIONS; ASSIGNMENT**.  All rights to discoveries, inventions,improvements and innovations (including all data and records pertainingthereto) related to the Employer’s business, whether or not patentable,copyrightable, registrable as a trademark, or reduced to writing, that theEmployee may discover, invent or originate during the term of his employmenthereunder, and for a period of six (6) months thereafter, either alone or withothers and whether or not during working hours or by the use of the facilitiesof the Employer (“Inventions”), shall be the exclusive property of theEmployer.  The Employee shall promptlydisclose all Inventions to the Employer, shall execute at the request of the Employerany assignments or other

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documents the Employermay deem necessary to protect or perfect its rights therein, and shall assistthe Employer, at the Employer’s expense, in obtaining, defending and enforcingthe Employer’s rights therein.  TheEmployee hereby appoints the Employer as his attorney-in-fact toexecute on his behalf any assignments or other documents deemed necessary bythe Employer to protect or perfect its rights to any Inventions.

§8. **CONFIDENTIALINFORMATION**.  The Employee recognizes and acknowledges thatcertain proprietary and confidential information of the Employer, includingwithout limitation information regarding customers, pricing policies, methodsof operation, proprietary computer programs, sales, products, profits, costs,markets, key personnel, formulae, product applications, technical processes,and trade secrets (hereinafter called “ConfidentialInformation”)are valuable, special, and unique assets of the Employer and itsaffiliates.  The Employee shall not,during or after his term of employment, disclose any or any part of theConfidential Information to any person, firm, corporation, association, or anyother entity for any reason or purpose whatsoever, directly or indirectly,except as may be required pursuant to his employment hereunder and except asrequired by law, unless and until such Confidential Information becomespublicly available other than as a consequence of the breach by the Employee ofhis confidentiality obligations hereunder. In the event of the termination of his employment, whether voluntary orinvoluntary and whether by the Employer or the Employee, the Employee shalldeliver to the Employer all documents and data pertaining to the ConfidentialInformation and shall not take with him any documents or data of any kind orany reproductions (in whole or in part) or extracts of any items relating tothe Confidential Information.

§9. **NON-COMPETITION**.  In consideration of the Employer’sobligations hereunder, during the term of the Employee’s employment hereunderand during the Designated Period (as defined herein), the Employee will not (i)anywhere within North America, engage, directly or indirectly, alone or as ashareholder (other than as a holder of stock of the Employer (or any of itsaffiliates) or as a holder of less than five percent (5%) of the common stockof any publicly traded corporation), partner, officer, director, employee orconsultant of any other business organization that (A) is engaged or becomesengaged in the business of providing publishing and printing services  journals, catalogs, and books or (B) isengaged in any other business activity that the Employer is conducting at thetime of the Employee’s termination or any activity related thereto of which theEmployee had knowledge that the Employer proposes to conduct (the “DesignatedIndustry”), (ii) divert to any competitor of the Employer any customerof the Employer, or (iii) solicit or encourage any officer, employee orconsultant of the Employer to leave its employ for employment by or with anycompetitor of the Employer.  The term “DesignatedPeriod” shall mean a period following the termination of the Employee’semployment hereunder equal to the longer of (a) twelve (12) months and (b) theSeverance Period.  If at any time theprovisions of this §9 shall be determined to be invalid or unenforceable, byreason of being vague or unreasonable as to area, duration or scope ofactivity, this §9 shall be considered divisible and shall become and beimmediately amended to only such area, duration and scope of activity as shall bedetermined to be reasonable and enforceable by the court or other body havingjurisdiction over the matter; and the Employee agrees that this §9 as soamended shall be valid and binding as though any invalid or unenforceableprovision had not been included herein.

§10.**GENERAL**.

(a) **Notices**.  All notices and other communicationshereunder shall be in writing or by written telecommunication, and shall bedeemed to have been duly given if delivered personally or if mailed bycertified mail, return receipt requested, postage prepaid or sent by writtentelecommunication or telecopy, to the relevant address set forth below, or tosuch other address as the recipient of such notice or communication shall havespecified to the other party hereto in accordance with this §10(a):

Ifto the Employer, to:

c/oThe Sheridan Group, Inc.11311 McCormick Road, Ste. 260Hunt Valley, Maryland  21031-1437Attention:  President

Witha copy to:

CarmenRomanoDechert LLPCira Centre Building2929 Arch StreetPhiladelphia, PA  19104-2808

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Ifto the Employee, to:

GaryJ. Kittredge5 Twin Brooks DriveHanover, New Hampshire 03755

(b) **Equitable Remedies**.  Each of the parties hereto acknowledges andagrees that upon any breach by the Employee of his obligations under §§7, 8 and9 hereof, the Employer will have no adequate remedy at law, and accordinglywill be entitled to specific performance and other appropriate injunctive andequitable relief.

(c) **Severability**.  If any provision of this Agreement is orbecomes invalid, illegal or unenforceable in any respect under any law, thevalidity, legality and enforceability of the remaining provisions hereof shallnot in any way be affected or impaired.

(d) **Waivers**.  No delay or omission by either party heretoin exercising any right, power or privilege hereunder shall impair such right,power or privilege, nor shall any single or partial exercise of any such right,power or privilege preclude any further exercise thereof or the exercise of anyother right, power or privilege.

(e) **Counterparts**.  This Agreement may be executed in multiplecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

(f) **Assigns**.  This Agreement shall be binding upon andinure to the benefit of the heirs and successors of each of the parties hereto.

(g) **Arbitration of Disputes.**  Any controversy or claim arising out of orrelating to this Agreement or the breach thereof shall, to the extent permittedby law, be settled by arbitration in any forum and form agreed upon by theparties, or in the absence of such an agreement, under the auspices of theAmerican Arbitration Association (“AAA”) in Baltimore, Maryland in accordancewith the Employment Dispute Resolution Rules of the AAA, including, but notlimited to, the rules and procedures applicable to the selection ofarbitrators.  Notwithstanding theforegoing, this §10(g) shall not preclude either party from pursuing a courtaction for the sole purpose of obtaining a temporary restraining order or apreliminary injunction in circumstances in which such relief is appropriate,provided that any other relief shall be pursued through an arbitrationproceeding pursuant to this §10(g).  Theprevailing party shall be entitled to collect reasonable fees and expensesincurred by the prevailing party in connection with such arbitration orlitigation from the other party to such arbitration or litigation.

(h) **EntireAgreement**.  This Agreement contains the entireunderstanding of the parties, supersedes all prior agreements andunderstandings relating to the subject matter hereof and shall not be amendedexcept by a written instrument hereafter signed by each of the parties hereto.

(i) **GoverningLaw**.  This Agreement and the performance hereofshall be construed and governed in accordance with the laws of the State ofMaryland.

**IN WITNESS WHEREOF**,and intending to be legally bound hereby, the parties hereto have caused thisAgreement to be duly executed as of the date and year first above written
| ** ** | ** ** | **THE SHERIDAN GROUP, INC.** |
|------------|------------|------------------------------|
| ** ** | ** ** | ** **                   |
| ** ** | ** ** | ** **                   |
|       |       | By:                          |  /s/ John  A. Saxton |   |
|       |       |                         | John A. Saxton |
|       |       |                         | President and  Chief Executive Officer |
|       |       |                         |   |
|       |       |                         |   |
|       |       |                         |  /s/ Gary  J. Kittredge |   |
|       |       |                         | Gary J.  Kittredge |

 

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