EXHIBIT 10.49  Vertis Holdings, Inc. 2004 Restricted Stock Term Sheet  April 5, 2004  Goal:
  Provide an equity incentive for 2004 performance to
  certain key employees of Vertis Holdings, Inc. (the Company).Participant:
  Tom Zimmer (the Participant).Award:
  11,250 shares of the Companys restricted common
  stock (the Award Shares) that will be granted upon the achievement of
  certain performance thresholds.Thresholds:
  2,813 of the Award Shares will be granted to the
  Participant if the Companys board of directors determines that the Companys
  EBITDA from its North America West operations for the year ended December 31,
  2004 (the NAW EBITDA) is at least $74.9 million. An additional 2,812 of the
  Award Shares will be granted if the Companys NAW EBITDA is at least $78.0
  million. For NAW EBITDA of between $74.9 million and $78.0 million, the grant
  will be proportionately increased such that the total number of Award Shares
  granted equals 2,813 plus (2,812 multiplied by NAW EBITDA in excess of
  $74.9 million (up to $3.1 million) and divided by $3.1 million).In addition, 2,813 of the Award Shares will be
  granted to the Participant if the Companys board of directors determines
  that the Companys EBITDA from its North American operations for the year
  ended December 31, 2004 (the NA EBITDA) is at least $206.2 million. An
  additional 2,812 of the Award Shares will be granted if the Companys NA
  EBITDA is at least $212.4 million. For NA EBITDA of between $206.2 million
  and $212.4 million, the grant will be proportionately adjusted such that the
  total number of Award Shares granted equals 2,813 plus (2,812
  multiplied by NA EBITDA in excess of $206.2 million (up to $6.2 million) and
  divided by $6.2 million).Timing:
  The Award Shares will be granted as soon as
  reasonably practicable following the Companys determination as to whether
  (and to what extent) the Participant has exceeded the 2004 thresholds
  described above.Restricted Stock:
  Upon issuance, the Award Shares will still
  constitute restricted shares of the Companys common stock. The shares are
  restricted because they are subject to forfeiture and restrictions on
  transfer until the shares vest. Once shares of restricted stock have
  vested, those shares will no longer be subject to forfeiture.Vesting:
  The shares of restricted stock will vest (assuming
  your continued employment) immediately prior to the first to occur of a liquidity
  event, your death or the date on which you suffer a disability. Prior to
  vesting, your unvested restricted stock will be forfeited completely if you
  leave the employ of the Company (or its subsidiaries) for any or no reason
  (other than your death or disability), including voluntary resignation or
  termination of your employment with or without cause. Because the vesting of
  the restricted stock depends on the occurrence of a future event which may or
  may not occur, the Company cannot assure you that the restricted stock will
  ever become vested.Transfers:
  Because the Company is privately owned, the restricted
  stock will continue to be subject to restrictions on transfer, even after it
  vests.Documentation:
  The Award Shares described in this term sheet will
  only be issued upon the full execution of a restricted stock agreement
  substantially in the form attached hereto as Exhibit A (the Restricted
  Stock Agreement). This term sheet is qualified in its entirety by reference
  to the


detailed terms and conditions included in the
  Restricted Stock Agreement. You should carefully review the Restricted Stock
  Agreement.Confidentiality:
  The Award Shares are being made available only to
  the Participant and to a limited number of other key employees of the
  Company. In order to receive any Award Shares, the Participant must maintain
  the confidentiality of this term sheet, the Award Shares and the thresholds
  described above. Any disclosure in violation of this provision may result in
  the forfeiture of any Award Shares to which the Participant may become
  entitled.Questions:
  Any questions regarding this transaction should be
  sent by e-mail to restrictedshare2004@vertisinc.com.  THIS TERM SHEET IS FOR INFORMATIONAL PURPOSES
ONLY.  THE CONTENTS OF THIS TERM SHEET
ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS OR TAX ADVICE.  EACH PARTICIPANT SHOULD CONSULT THE
PARTICIPANTS OWN ATTORNEY, BUSINESS ADVISOR AND TAX ADVISOR AS TO LEGAL,
BUSINESS AND TAX ADVICE.  2