**Exhibit 10.50**

**MANAGEMENT SERVICESAGREEMENT**

**WITH**

**EVERCORE ADVISORS INC.**

**AGREEMENT** entered into as ofDecember 7, 1999, between Evercore Advisors Inc., a Delaware corporation (the “**Consultant**”), and Big Flower Holdings, Inc., a Delawarecorporation (“**Big Flower**”).

**WHEREAS**, the Consultant has andits affiliates have staff specially skilled in corporate finance, strategiccorporate planning and other management skills and services;

**WHEREAS**, as of the date hereof,Big Flower has completed its merger pursuant to the Amended and RestatedAgreement and Plan of Merger (as amended, the “**MergerAgreement**”) dated as of October 11, 1999 between Big Flower and BFHMerger Corp., a Delaware corporation;

**WHEREAS**, Big Flower will requirethe Consultant’s special skills and management advisory services in connectionwith its general business operations; and

**WHEREAS**, the Consultant iswilling to provide such skills and services to Big Flower.

**NOW**, **THEREFORE**,in consideration of the mutual promises contained herein, the parties hereto,intending to be legally bound, do hereby agree as follows:

**1.****         Engagement.**Big Flower hereby engages the Consultant for the Term (as defined in Section 2)and upon the terms and conditions herein set forth to provide consulting andmanagement advisory services to Big Flower, as requested by Big Flower. Theseservices will be in connection with financial and strategic corporate planningand such other management services as the Consultant and Big Flower shallmutually agree. In consideration of the remuneration herein specified, theConsultant accepts such engagement and agrees to perform the services specifiedherein.

**2.****         Term.** The engagement hereunder shallbe for a term commencing on January 1, 2000 and expiring on the date thatEvercore (as defined in the Investors’Agreement) ceases to own, at leastone-third of the number of shares of Big Flower common stock that Evercoreholds immediately after the Effective Time (at defined in the MergerAgreement), unless the Consultant and Big Flower agree to extend the termbeyond such date, in which case the term shall expire on the date agreed to bythe Consultant and Big Flower (the “Term”). “Investors’ Agreement” means theInvestors’

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Agreement dated as of the date hereof among Big Flower, R. TheodoreAmmon, Thomas H. Lee Equity Fund IV, L.P., Evercore Capital Partners L.P. andthe other parties named therein.

**3.**         **Services to be Performed.**The Consultant shall devote reasonable time and efforts to the performance ofthe consulting and management advisory services contemplated by this Agreement.However, no precise number of hours is to be devoted by the Consultant on aweekly or monthly basis. The Consultant may perform services under thisAgreement directly, through its employees or agents, or with such outsideconsultants as the Consultant may engage for such purpose. The Consultantagrees that the consulting and management advisory services provided hereunderwill be performed by individuals qualified in accordance with the Consultant’snormal business practices and in a manner providing quality of standards nolower than the quality provided by the Consultant to its other customers.

**4.**         **Compensation; ExpenseReimbursement.**

(a)       Inconsideration of the management advisory services hereunder, Big Flower agreesto pay to the Consultant an annual fee equal to $250,000. The annual fee shallbe payable in equal quarterly installments each year, to be paid in advance onthe first day of each calendar quarter with the first such payment to be madeon January 1, 2000, except to the extent that any such payment is prohibited bySection 9.06 of the Credit Agreement, dated as of the date hereof, among BigFlower, as a Guarantor, Big Flower Press Holdings, Inc. and variousSubsidiaries of Big Flower Press Holdings, Inc., as Borrowers, various Lenders,Chase Securities, Inc. and Deutsche Bank Securities Inc. as Joint LeadArrangers and Joint Book Managers, The Chase Manhattan Bank, as AdministrativeAgent, Bankers Trust Company, as Syndication Agent, Bank of America, N.A., (as suchterms are defined in such Credit Agreement), in which case payments of theannual fee shall be made in such a manner as to comply with such Section 9.06of such Credit Agreement.

(b)       BigFlower shall reimburse the Consultant for all reasonable out-of-pocket expensesincurred by the Consultant, and its affiliates, in connection with managementadvisory services provided by the Consultant hereunder, including, withoutlimitation, reasonable travel, lodging, accounting, legal, administrative andsimilar out-of-pocket costs reasonably incurred by it in connection with itsperformance of services for Big Flower hereunder. Reimbursement shall be madeonly upon presentation to Big Flower by the Consultant of reasonably itemizeddocumentation therefor.

**5.****         Indemnification.**(a) In addition to its agreements and obligations under this Agreement,Big Flower agrees to indemnify and hold harmless the Consultant, and itsaffiliates (including their respective officers, directors, stockholders,partners, members, employees and agents) from and against any and all actions,claims, liabilities, losses and damages (or actions in respect thereof), in anyway related to or arising out of

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the execution, delivery and existence of this Agreement, or theperformance by the Consultant of services under Sections 1 and 3 of thisAgreement (other than for expenses described in Section 4(b) hereof which arereimbursed under Section 4 hereof), and to reimburse the Consultant and anyother such indemnified person for reasonable out-of-pocket legal and otherexpenses incurred by it in connection with or relating to investigating,preparing to defend, or defending any actions, claims or other proceedings(including any investigation or inquiry) arising in any manner out of or inconnection with the Consultant’s performance under this Agreement (whether ornot such indemni­fied person is a named party in such proceeding); provided,however, that Big Flower shall not be responsible under this Section 5 for anyclaims, liabilities, losses, damages or expenses to the extent that they arefinally judicially determined to result from actions taken by the Consultant(or such other indemnified person) due to the Consultant’s (or such otherindemnified person’s) gross negligence or willful misconduct.

(b)       BigFlower also agrees that the Consultant (or such other indemnified person) shallnot have any liability (whether direct or indirect, in contract or tort orotherwise) to Big Flower or any of its affiliates for or in connection with theretention of the Consultant pursuant to this Agreement or the performance ofthe Consultant of its obligations under this Agreement, except to the extentthat any such liability is finally judicially determined to have resulted fromthe Consultant’s (or such other indemnified person’s) gross negligence orwillful misconduct.

(c)       Theindemnification provided for in this Section 5 shall be in addition to anyliability which Big Flower may otherwise have to the Consultant or the otherindemnified persons. Further, if and to the extent that the indemnificationprovided for in this Section 5 is not enforceable for any reason, Big Floweragrees to make the maximum contribution possible pursuant to applicable law tothe payment and satisfaction of any actions, claims, liabilities, losses anddamages incurred by the Consultant or the other indemnified persons for whichthey would have otherwise been entitled to be indemnified hereunder.

(d)       Ifany action, claim, proceeding or investigation is commenced as to which theConsultant (or such other indemnified person) proposes to demandindemnification, the Consultant shall notify Big Flower with reasonablepromptness; provided, however, that any failure by the Consultant(or such other indemnified person) to notify Big Flower shall not relieve BigFlower from its obligations hereunder. The Consultant (or such otherindemnified person) shall have the right to retain counsel of its own choice torepresent it, and Big Flower shall pay the reasonable fees, expenses anddisbursements of such counsel as incurred; and such counsel shall, to theextent consistent with its professional responsibilities, cooperate with BigFlower and any counsel designated by Big Flower. Big Flower shall be liable forany settlement of any claim against the Consultant (or such other indemnifiedperson) made with Big Flower’s written consent, which consent shall not beunreasonably withheld. Big Flower shall not, without the prior written consentof the Consultant (or such other indemnified person), settle or

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compromise any claim, or permit a default or consent to the entry ofany judgment in respect thereof, unless such settlement, compromise or consentincludes, as an unconditional term thereof, the giving by the claimant to theConsultant (or such other indemnified person) of an unconditional release fromall liability in respect of such claim.

**6.****         Notices.** All notices hereunder, to beeffective, shall be in writing and shall be sent by reputable nationwidecourier, or sent by facsimile, as follows:

(i)        Ifto the Consultant:

Evercore Advisors Inc.65 East 55th Street33rd FloorNew York, New York 10022Attention: Austin M. BeutnerFacsimile: 212-857-3122

(ii)       Ifto Big Flower:

Big Flower Holdings, Inc. 3 East 54th StreetNew York, New York 10022 Attention: Irene B. FisherFacsimile: 212-715-4902

**7.****         Modifications.**This Agreement constitutes the entire agreement between the parties hereto withregard to the subject matter hereof, superseding all prior understandings andagreements whether written or oral. This Agreement may not be amended orrevised except by a writing signed by the parties.

**8.****         Successorsand Assigns.** This Agreement shall be binding upon and inure to the benefitof the parties and their respective successors and assigns but may not beassigned by either party without the prior written consent of the other.Notwithstanding the foregoing (but subject to the final sentence of Section 3),the Consultant may elect to have its obligations hereunder performed in wholeor in part by a partnership or other entity affiliated with the Consultant, andthe Consultant may direct that any compensation (including all or a portion ofthe fees under Section 4(a), and reimbursement of expenses be paid to theaffiliate performing the services hereunder with respect thereto.

**9.***        ***Captions.**Captions have been inserted solely for the convenience of reference and in noway define, limit or describe the scope or substance of any provision and shallnot affect the validity of any other provision.

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**10.****      GoverningLaw.** This Agreement shall be construed under and governed by and construedin accordance with the laws of the State of Delaware, without reference toprinciples of conflicts or choice of laws, or any other law that would make thelaws of any jurisdiction other than the State of Delaware applicable hereto.

**11.****      Counterparts.**This Agreement may be signed in two counter­parts, each of which shall bedeemed an original but which together shall constitute one and the sameinstrument.

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**IN WITNESS WHEREOF,**theparties have duly executed this Management Services Agreement as of the datefirst above written.

 
|        | ** ** | **EVERCORE ADVISORS INC.**           |
|--------|------------|--------------------------------------|
|   | ** ** |                                 |
|   | ** ** |                                 |
|   |       | By:                                  | /s/ Neeraj Mital |   |
|   |       |      Name:  | Neeraj Mital |
|   |       |      Title: | Authorized Person |
|   |       |                                 |   |   |
|   |       |                                 |   |   |
|   |       | **BIG FLOWER HOLDINGS, INC.**        |
|   |       |                                 |   |   |
|   |       |                                 |   |   |
|   |       | By:                                  | /s/ Irene B.  Fisher |   |
|   |       |      Name:  |   |
|   |       |      Title: |   |
|        |            |                                      |  |  |  |

 

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