EXHIBIT
10.39  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:
  Catherine
  Leggett (the Participant).Award:
  3,750 shares of
  the Companys restricted common stock (the Award Shares) that will be
  granted upon the achievement of certain performance thresholds.Thresholds:
  1,875 of the
  Award Shares will be granted to the Participant if the Companys board of
  directors determines that the Companys EBITDA for the year ended December
  31, 2004 (Company EBITDA) is at least $207.0 million.  An additional 1,875 of the Award Shares
  will be granted if Company EBITDA is at least $214.0 million. For Company
  EBITDA of between $207.0 million and $214.0 million, the grant will be
  proportionately adjusted such that the total number of Award Shares granted
  equals 1,875 plus (1,875 multiplied by Company EBITDA in excess of
  $207.0 million (up to $7.0 million) and divided by $7.0 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