**Exhibit 10.48**

**MANAGEMENT SERVICESAGREEMENT**

**WITH**

**THOMAS H. LEE CAPITAL, LLC**

**AGREEMENT** entered into as ofDecember 7,1999, between Thomas H. Lee Capital, LLC, a Delaware limitedliability company (the “**Consultant**”),and Big Flower Holdings, Inc., a Delaware corporation (“**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 and an affiliate of the Consultant;

**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 considerationof the mutual promises contained herein, the parties hereto, intending to belegally 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 andenagement 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 shall be for a term commencing on January 1, 2000 andexpiring on the date that the THL Entities (as defined in the Investors’Agreement) cease to own, collectively, at least one-third of the number ofshares of Big Flower common stock they hold collectively immediately after theEffective Time (as defined in the Merger Agreement), unless the Consultant andBig Flower agree to extend the term beyond such date, in which case the termshall expire on the date agreed to by the Consultant and Big Flower (the “Term”).“Investors’ Agreement” means

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the Investors’ Agreement dated as of the date hereof among Big Flower,R. Theodore Ammon, Thomas H. Lee Equity Fund IV, L.P., Evercore CapitalPartners L.P. and the 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;Expense Reimbursement**.

(a)       Inconsideration of the management advisory services hereunder, Big Flower agreesto pay to the Consultant an annual fee equal to $414,150 (to be adjusted as setforth in the Addendum to this Agreement). The annual fee shall be payable inequal quarterly installments each year, to be paid in advance on the first dayof each calendar quarter with the first such payment to be made on January 1,2000, except to the extent that any such payment is prohibited by Section 9.06of the Credit Agreement, dated as of the date hereof, among Big Flower, as aGuarantor, Big Flower Press Holdings, Inc. and various Subsidiaries of BigFlower Press Holdings, Inc., as Borrowers, various Lenders, Chase Securities,Inc. and Deutsche Bank Securities Inc. as Joint Lead Arrangers and Joint BookManagers, The Chase Manhattan Bank, as Administrative Agent, Bankers TrustCompany, as Syndication Agent, Bank of America, N.A., (as such terms aredefined in such Credit Agreement), in which case payments of the annual feeshall be made in such a manner as to comply with such Section 9.06 of suchCredit 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,

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losses and damages (or actions in respect thereof), in any way relatedto or arising out of the execution, delivery and existence of this Agreement,or the performance 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’ (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 (orsuch 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 be unreasonablywithheld. Big Flower shall not, without the

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prior written consent of the Consultant (or such other indemnifiedperson), settle or compromise any claim, or permit a default or consent to theentry of any judgment in respect thereof, unless such settlement, compromise orconsent includes, as an unconditional term thereof, the giving by the claimantto the Consultant (or such other indemni­fied person) of an unconditionalrelease from all liability in respect of such claim.

**6.**         **Notices**. Allnotices hereunder, to be effective, shall be in writing and shall be sent byreputable nationwide courier, or sent by facsimile, as follows:

(i)                       Ifto the Consultant:

Thomas H. Lee Capital, LLC570 Madison AvenueNew York, New York 10022Attention: Thomas H. LeeFacsimile: 212-888-6388

(ii)                    Ifto Big Flower:

Big Flower Holdings, Inc.3 East 54th StreetNew York, New York 10022Attention: 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.**         **Successors****and****Assigns**. ThisAgreement shall be binding upon and inure to the benefit of the patties andtheir respective successors and assigns but may not be assigned by either partywithout the prior written consent of the other. Notwithstanding the foregoing(but subject to the final sentence of Section 3), the Consultant may elect tohave its obligations hereunder performed in whole or in part by a partnershipor other entity affiliated with the Consultant, and the Consultant may directthat any compensation (including all or a portion of the fees under Section4(a), and reimbursement of expenses be paid to the affiliate performing theservices hereunder with respect thereto.

**9.**         **Captions**.Captions have been inserted solely for the conveniencs 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.****      Governing****Law**. This Agreement shall be construed under and governed by andconstrued in accordance with the laws of the State of New York, without referenceto principles of conflicts or choice of laws, or any other law that would makethe laws of any jurisdiction other than the State of New York applicablehereto.

**11.**      **Counterpart**.This Agreement may be signed in two counter-parts, each of which shall be deemedan original but which together shall constitute one and the same instrument.

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**IN WITNESS WHEREOF**, the parties have duly executed thisManagement Services Agreement as of the date first above written.
|        | ** ** | **THOMAS H. LEE CAPITAL, LLC**       |
|--------|------------|--------------------------------------|
|   | ** ** |                                 |
|   | ** ** |                                 |
|   |       | By:                                  | /s/ Thomas H.  Lee |   |
|   |       |      Name:  |   |
|   |       |      Title: |   |
|   |       |                                 |   |   |
|   |       |                                 |   |   |
|   |       | **BIG FLOWER HOLDINGS, INC.**        |
|   |       |                                 |   |   |
|   |       |                                 |   |   |
|   |       | By:                                  | /s/ Irene B.  Fisher |   |
|   |       |      Name:  |   |
|   |       |      Title: |   |
|        |            |                                      |  |  |  |

 

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**Addendum to ManagementServices Agreement with Thomas H. Lee Capital, LLC**

The parties understand and agree that in accordancewith the Limited Partnership Agreement of Thomas H. Lee Equity Fund IV, L.P. (“**Fund IV**”), THL Equity Advisors IV, LLC (“**Advisors IV**”) is obligated to advise Big Flower when certainlimitations have been reached on management, consulting and transaction feeincome received from Big Flower, pursuant to this Agreement by “**GP Affiliates**” (which term includes the Consultant) asdefined in the Limited Partnership Agreement of Fund IV (the “**Special Fee Limitation**”), and to direct that certain of suchfees after such Special Fee Limitation is reached be paid instead directly toAdvisors IV pursuant to that certain Management Services Agreement (the “**Advisors IV Agreement**”) dated as of the date hereof betweenBig Flower and Advisors IV. Big Flower hereby agrees that it will act asdirected in any such written notice with respect to such fees, which shall beadditional consideration to Advisors IV for the services rendered pursuant tothe Advisors IV Agreement.

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