**Exhibit 10.49**

**MANAGEMENT SERVICESAGREEMENT**

**WITH**

**THL EQUITY ADVISORS IV,LLC**

**AGREEMENT** entered into as ofDecember 7,1999, between THL Equity Advisors IV, LLC, a Massachusetts 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 consideration of the mutual promises contained herein, the parties hereto,intending to be legally bound, do hereby agree as follows:

**1.**         **Engagement**. BigFlower hereby engages the Consultant for the Term (as defined in Section 2) andupon 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 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**”

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means the Investors’ Agreement dated as of the date hereof among BigFlower, 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 $385,850 (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, BigFlower agrees to indemnify and hold harmless the Consultant, and its affiliates(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, preparingto defend, or defending any actions, claims or other proceedings (including anyinvestigation or inquiry) arising in any manner out of or in connection withthe Consultant’s performance under this Agreement (whether or not such indemni­fiedperson is a named party in such proceeding); provided, however, that Big Flowershall not be responsible under this Section 5 for any claims, liabilities,losses, damages or expenses to the extent that they are finally judiciallydetermined to result from actions taken by the Consultant (or such otherindemnified person) due to the Consultant’s (or such other indemnified 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)       If anyaction, 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 beunreasonably withheld. 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)    | If to the Consultant:         |
|--------|--------|-------------------------------|
|   |   |                          |
|   |   | THL Equity  Advisors IV, LLC  |
|   |   | c/o Thomas H.  Lee Company    |
|   |   | 75 State Street               |
|   |   | Boston,  Massachusetts 02109  |
|   |   | Attention:  Anthony J. DiNovi |
|   |   | Facsimile:  617-227-3514      |
|   |   |                          |
|   | (ii)   | If to Big Flower;             |
|   |   | Big Flower  Holdings, Inc.    |
|   |   | 3 East 54th Street       |
|   |   | New York, New  York 10022     |
|   |   | Attention: Irene  B. Fisher   |
|   |   | Facsimile:  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**.This Agreement shall be binding upon and inure to the benefit of the partiesand their respective successors and assigns but may not be assigned by eitherparty without the prior written consent of the other. Notwithstanding theforegoing (but subject to the final sentence of Section 3), the Consultant mayelect to have its obligations hereunder performed in whole or in part by apartnership or other entity affiliated with the Consultant, and the Consultantmay direct that any compensation (including all or a portion of the fees underSection 4(a), and reimbursement of expenses be paid to the affiliate performingthe 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.**      **Governing Law**.This Agreement shall be construed under and governed by and construed inaccordance with the laws of the State of New York, 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 New York applicable hereto.

**11.**      **Counterparts**.This Agreement may be signed in two counterparts, 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 partieshave duly executed this Management Services Agreement as of the date firstabove written.
|        | ** ** | **THL EQUITY ADVISORS IV, LLC** |
|--------|------------|---------------------------------|
|   | ** ** | ** **                      |
|   | ** ** | ** **                      |
|   |       | By:                             | /s/ Anthony J.  DiNovi |   |
|   |       |                            | Name: | Anthony J. DiNovi |
|   |       |                            | Title: | Managing Director |
|        |            |                                 |  |  |  |

 
|        | ** ** | **BIG FLOWER HOLDINGS, INC.** |
|--------|------------|-------------------------------|
|   | ** ** | ** **                    |
|   | ** ** | ** **                    |
|   |       | By:                           | /s/ Irene B.  Fisher |   |
|   |       |                          | Name: |   |
|   |       |                          | Title: |   |
|        |            |                               |  |  |  |

 

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**Addendum**

The parties understandand agree that in accordance with the Limited Partnership Agreement of ThomasH. Lee Equity Fund IV, L.P. (“**Fund IV**”), theConsultant is obligated to advise Big Flower when certain limitations have beenreached on management, consulting and transaction fee income received from BigFlower, pursuant to that certain Management Services Agreement dated as of thedate hereof between Big Flower and Thomas H. Lee Capital, LLC, by “**GP Affiliates**” (which term includes Thomas H. Lee Capital,LLC) as defined 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 tothe Consultant, pursuant to this Agreement. Big Flower hereby agrees that itwill act as directed in any such written notice with respect to such fees,which shall be additional consideration to the Consultant for the servicesrendered hereunder.

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