EXHIBIT 10.38  RESTRICTED STOCK AGREEMENT  VERTIS HOLDINGS, INC.
1999 EQUITY AWARD PLAN  GRANTEE: CATHERINE
LEGGETT  NO. OF SHARES: 6,520  This Agreement (the Agreement),
approved by Thomas H. Lee Equity Fund IV, L.P. (the Sponsor),
evidences the award of 6,520 restricted
shares (each, an Award Share, and
collectively, the Award Shares) of the Common
Stock of Vertis Holdings, Inc., a Delaware corporation (the Company), granted to you, Catherine Leggett, effective as of May 20, 2004
(the Grant Date), pursuant to the
Vertis Holdings, Inc. 1999 Equity Award Plan (the Plan)
and conditioned upon your agreement to the terms described below.  All of the provisions of the Plan are
expressly incorporated into this Agreement.  You must return to Jennifer M. Bass an
executed copy of this Agreement within 10 Business Days after the date
indicated below the name of the officer who signed this Agreement on behalf of
the Company.  If you fail to do so, the
Award Shares will be forfeited without consideration and this Agreement will be
null and void.  1.Terminology.  The Glossary at the end of this Agreement
contains definitions of all words that appear in this Agreement with an initial
capital letter that are not defined elsewhere in this Agreement.  2.Vesting.  All of the Award Shares are nonvested and
forfeitable as of the Grant Date.  So
long as your Service with the Company is continuous from the Grant Date through
the applicable date upon which vesting occurs, the Award Shares will vest and
become nonforfeitable immediately prior to the first to occur of the following:  (a)a
Liquidity Event; (b)your
death; or (c)the
date upon which you suffer a Disability.  Except as provided above, unless otherwise determined by the
Administrator, none of the Award Shares will become vested and nonforfeitable
after your Service with the Company ceases.  3.Termination
of Employment or Service.  3.1Unvested
Award Shares.  If your Service with
the Company ceases for any reason other than your death or Disability, all Award
Shares that are not then vested and nonforfeitable will be immediately
forfeited to the Company upon such cessation for no consideration.  3.2Vested
Award Shares.  If your Service with
the Company ceases for any reason, all Award Shares that are then vested and
nonforfeitable will not be affected by such cessation but will remain subject
to the provisions of this Agreement, including the restrictions on transfer set
forth under Section 4 of this Agreement.


4.Restrictions
on Transfer.  4.1Except
as otherwise provided under Sections 4.3 or 7 of this Agreement or in
accordance with your will or the laws of descent and distribution upon your
death, until an Award Share becomes vested and nonforfeitable and a
Liquidity Event has occurred, the Award Share may not be assigned, transferred,
pledged, hypothecated or disposed of in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.  4.2You hereby
represent and warrant to the Company as follows:  (a)You will hold
the Award Shares for your own account for investment only and not with a view
to, or for resale in connection with, any distribution of the Award Shares
within the meaning of the Securities Act.  (b)You understand
that the Award Shares have not been registered under the Securities Act by
reason of a specific exemption and that the Award Shares must be held
indefinitely, unless they are subsequently registered under the Securities Act
or you obtain an opinion of counsel, in form and substance satisfactory to the
Company and its counsel, that such registration is not required.  You further acknowledge and understand that
the Company is under no obligation to register the Award Shares.  (c)You understand
that the Company may, in its discretion, impose restrictions on the sale,
pledge or other transfer of the Award Shares (including the placement of
appropriate legends on stock certificates) if, in the judgment of the Company,
such restrictions are necessary or desirable to comply with the Securities Act,
the securities laws of any State or any other law.  (d)You are aware
that your investment in the Company is a speculative investment that has
limited liquidity and is subject to the risk of complete loss.  4.3The provisions of Sections 4.1 and
4.2(b) shall not apply to the following transfers; provided, however,
that no transfer of Award Shares pursuant to this Section 4.3 (other than a
transfer to the Company) shall be given effect on the books of the Company
unless and until the Permitted Transferee (as defined below) executes an
agreement in writing with the parties hereto pursuant to which he, she, or it
agrees to be bound by all of the terms and conditions of this Agreement to the
same extent as the parties hereto; provided, further, that no
transfer will be permitted if the Company determines that, in its sole
discretion, such transfer is, or is reasonably likely to be, in violation of
applicable federal or state securities laws:  (a)a transfer of vested Award Shares
made to an Affiliate of the Company or an Affiliate of any subsidiary of the
Company;  (b)a transfer of vested Award Shares
upon your death to your executors, administrators, testamentary trustees,
legatees or beneficiaries;  (c)a transfer of vested Award Shares to
a trust, the beneficiaries of which include only you and your spouse, siblings,
or direct lineal ancestors or descendants;  (d)a transfer of vested Award Shares
made as a gift to your spouse or lineal descendants; or  (e)a transfer of vested Award Shares
made pursuant to a court order in connection with a divorce proceeding.  2


The transferee in each of
the subclauses (a) through (e) above is referred to herein as a Permitted Transferee.  Notwithstanding anything to the contrary in
this Agreement, no transfer made to the Company, any subsidiary of the Company,
or the Sponsor shall be subject to any restriction on transfer contained
herein, so long as any such transfer is made in accordance with all applicable
federal and state securities laws and does not violate any contractual
agreement in effect at the time of such transfer.  4.4The Company
shall not be required to (a) transfer on its books any Award Shares that
have been sold or transferred in contravention of this Agreement or
(b) treat as the owner of Award Shares, or otherwise accord voting,
dividend or liquidation rights to, any transferee to whom Award Shares have
been transferred in contravention of this Agreement.  5.Stock
Certificates.  You will be reflected
as the owner of record of the Award Shares as of the Grant Date on the Companys
books.  The Company will hold the share
certificates for safekeeping, or otherwise retain the Award Shares in
uncertificated book entry form, until the Award Shares become vested and
nonforfeitable and until they may be transferred freely without restriction
under this Agreement.  Until the Award
Shares become vested and nonforfeitable, any share certificates representing
such shares will include a legend in substantially the following form, in
addition to any other legends that may be required under federal or state
securities laws.  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE
BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN
SAID ACTS.  NO SALE, OFFER TO SELL OR
OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE
UNLESS A REGISTRATION STATEMENT UNDER SAID ACTS IS IN EFFECT WITH RESPECT TO
THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SUCH ACTS
IS THEN APPLICABLE.  THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFER AND THE OTHER TERMS AND CONDITIONS SET FORTH IN A
CERTAIN RESTRICTED STOCK AGREEMENT DATED MAY 20, 2004, AS AMENDED FROM
TIME TO TIME, BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THIS CERTIFICATE
(OR HIS PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION
WITHOUT CHARGE AT THE OFFICE OF THE SECRETARY OF THE COMPANY.  All regular cash dividends and other distributions on the Award Shares
held by the Company will be paid directly to you, but any stock dividends will
be treated in the manner set forth in Section 9 of this Agreement.  6.Market
Stand-Off Agreement.  You agree that
following the effective date of a registration statement of the Company filed
under the Securities Act, to the extent requested by the Company and an
underwriter of Common Stock or other securities of the Company, you will not
offer, sell, contract to sell, pledge or otherwise dispose of, directly or
indirectly, any equity securities of the Company, or any securities convertible
into or exchangeable or exercisable for such securities, enter into a
transaction which would have the same effect, or enter into any swap, hedge or
other arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of such securities, whether any such transaction is
to be settled by delivery of such securities or other securities, in cash or
otherwise, or publicly disclose the intention to make any such offer, sale,
pledge or disposition, or to enter into any such transaction, swap, hedge or
other arrangement, in each case during the seven days prior to and the one
hundred and eighty (180) days after the effectiveness of any underwritten
offering of the Companys equity securities (or such longer or shorter period
as may be requested in writing by the managing underwriter and agreed to in
writing by the Company) (the Market Stand-Off Period),
except as part of such underwritten registration if otherwise permitted.  In addition, you agree to execute any further
letters, agreements and/or other documents requested by the Company or its underwriters
which are consistent with the terms of this Section 6.  The  3


Company may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such Market Stand-Off Period.  7.Tag-Along and Drag-Along Rights.  7.1.Tag-Along Rights. 
(a)  If the Sponsor proposes to
transfer all or a portion of the shares of Common Stock beneficially owned by
it to a Third Party which would not be an Affiliate of the Sponsor immediately
upon consummation of such transfer, and the Sponsor does not exercise its Drag-Along
Rights in accordance with Section 7.4 (a Tag-Along Sale),
the Sponsor shall cause you and your Permitted Transferees to have the option
to exercise your rights under this Section 7.1, provided, however,
that you and your Permitted Transferees, if any, shall have no rights under
this Section 7.1 if the shares of Common Stock to be transferred in such
transaction and any shares of Common Stock which have been transferred to any
Third Party within a 90-day period preceding the date of such transfer have, in
the aggregate, a Fair Market Value less than ten million dollars ($10,000,000)
(a Small Transfer), and provided,
further, that when the cumulative Fair Market Value of all such Small
Transfers, the value to be calculated at the time of each such transfer,
exceeds fifty million dollars ($50,000,000), the restrictions provided for in
the first proviso of this Section 7.1(a) shall no longer be in effect.  Moreover, you and your Permitted Transferees,
if any, shall have no rights under this Section 7.1 with respect to any
transfer by the Sponsor of any shares of Common Stock beneficially owned by it
to any limited partner of the Sponsor.  (b)In the event of a proposed Tag-Along
Sale:  (i)the Sponsor shall provide you
written notice of the terms and conditions of such proposed Tag-Along Sale, as
described in Section 7.1(c) (Tag-Along Notice),
at least 10 Business Days prior to the consummation of such proposed Tag-Along
Sale and offer you and your Permitted Transferees the opportunity to
participate in such Tag-Along Sale on the terms and conditions set forth in
this Section 7.1; and  (ii)subject to Section 7.1(c), you and
your Permitted Transferees shall be entitled to sell up to a Pro Rata Portion
(as defined below) of your Award Shares (the Tag
Shares) at the same price and on the same terms as the shares
of Common Stock proposed to be sold by the Sponsor in such Tag-Along Sale in
accordance with the terms set forth in this Section 7.1.  The Pro-Rata Portion of your Tag
Shares shall mean an amount of such Tag Shares equal to the product of:  (A)(x) a fraction, the numerator of
which is the number of shares of Common Stock proposed to be transferred by the
Sponsor and its Affiliates in such Tag-Along Sale and the denominator of which
is the total number of shares of Common Stock beneficially owned by the Sponsor
and its Affiliates collectively, immediately prior to transferring such shares
of Common Stock; or, (y) for the first transfer after the restrictions set
forth in the first proviso of Section 7.1(a) are no longer in effect, a
fraction, the numerator of which is the number of shares of Common Stock
proposed to be transferred by the Sponsor and its Affiliates in such Tag-Along
Sale plus the cumulative number of shares of Common Stock transferred by the
Sponsor and its Affiliates in all Small Transfers, and the denominator of which
is the total number of shares of Common Stock beneficially owned by the Sponsor
and its Affiliates collectively, immediately prior to transferring such shares
of Common Stock plus the cumulative number of shares of Common Stock
transferred by the Sponsor and its Affiliates in all Small Transfers; and  (B)the total amount of Tag Shares
beneficially owned by such Executive at the time of the Tag-Along Sale.  4


(c)The Tag-Along Notice shall identify
the proposed transferee, the number of shares of Common Stock to be sold by the
Sponsor in the Tag-Along Sale, the Pro Rata Portion of your Tag Shares which
you shall be entitled to transfer in such Tag-Along Sale, the price at which
the transfer of shares of Common Stock is proposed to be made, and all other
material terms and conditions of the proposed Tag-Along Sale.  From the date of the Tag-Along Notice, you
and your Permitted Transferees shall have the right (a Tag-Along
Right), exercisable by written notice (Tag-Along
Response Notice) given by you to the Sponsor within seven
Business Days from the date of the Tag-Along Notice (the Tag-Along
Response Notice Period), to request that the Sponsor includes
in the proposed transfer the number of Tag Shares held by you and your
Permitted Transferees (up to their Pro Rata Portion) as is specified in such
Tag-Along Response Notice at the same price and on the same terms and
conditions set forth in the Tag Along Notice; provided, however,
that if the aggregate number of shares of Common Stock proposed to be sold by
(i) the Sponsor, (ii) you and your Permitted Transferees, (iii) Other Award
Share Grantees and their permitted transferees giving tag-along notices similar
to the Tag-Along Notice during such period prescribed in Other Award Share
Grantees Agreements and (iv) any other persons entitled to give (and giving on
a timely basis) tag-along notices similar to the Tag-Along Notice pursuant to
agreements substantially similar to this Agreement, including those certain
Option Transfer Agreements, those certain Amended and Restated Management
Subscription Agreements, and those certain Retained Share Agreements, each
between the Company, the Sponsor and you or Other Key People, as amended, (the
persons identified in subclauses (i), (ii), (iii) and (iv) of this subsection,
collectively, the Participants), in such
Tag-Along Sale exceeds the number of shares of Common Stock which can be sold
on the terms and conditions set forth in the Tag-Along Notice, then only the
Tag-Along Portion of shares of Common Stock beneficially owned by you shall be
sold pursuant to the Tag-Along Sale.  Tag-Along Portion means, with
respect to you and your Permitted Transferees, the number of shares of Common
Stock beneficially owned by you and your Permitted Transferees on the date of
the Tag-Along Notice multiplied by a fraction, the numerator of which is the
maximum number of shares of Common Stock which can be sold in the Tag-Along
Sale and the denominator of which is the aggregate number of shares of Common
Stock beneficially owned by the Participants, collectively.  (d)Delivery of a Tag-Along Response
Notice by you to the Sponsor pursuant to Section 7.1(c) shall constitute an
irrevocable election by you and your Permitted Transferees, if any, to sell the
number of Tag Shares beneficially owned by it or them as is specified in such
Tag-Along Response Notice in such Tag-Along Sale.  If, at the end of a 90-day period after such
delivery, the Tag-Along Sale has not been consummated on substantially the same
terms and conditions set forth in the Tag-Along Notice, all restrictions on
transfers of Tag Shares contained in this Agreement or otherwise applicable at
such time with respect to Tag Shares owned by you and your Permitted
Transferees shall again be in effect.  (e)If at the termination of the
Tag-Along Response Notice Period you and your Permitted Transferees, if any,
shall not have exercised its or their Tag-Along Right by providing the Sponsor
with a Tag-Along Response Notice, such Executive and such Executives Permitted
Transferees shall be deemed to have waived its or their Tag-Along Right with
respect to transferring its or their Tag Shares pursuant to such Tag-Along
Sale.  (f)The Sponsor may sell, on behalf of
you and your Permitted Transferees, if you and your Permitted Transferees, if
any, exercise your or their Tag-Along Right pursuant to this Section 7.1, the
shares of Common Stock entitled to be transferred in the Tag-Along Sale on the
terms and conditions set forth in the Tag-Along Notice within 90 days of the
date on which Tag-Along Rights shall have been waived or exercised.  7.2.Limitation of Rights Following
Termination of Employment. 
Notwithstanding any other provision of this Agreement, upon the
termination of your employment with the Company or any of its subsidiaries for
Cause, or if you terminate your employment with the Company or any of its
subsidiaries without Good Reason (as such term is defined in your employment
agreement with the Company, if any), you and your Permitted Transferees shall
have no rights under Section 7.1.  In the
case of any other termination of your employment, you and your Permitted
Transferees shall continue to have the rights specified in Section 7.1.  7.3.Termination of Tag-Along Rights. 
Notwithstanding anything to the contrary, the provisions of Section 7.1
shall not be applicable if the Common Stock is publicly traded on an Exchange
and there exists a Minimum Public Float.  5


7.4.Drag-Along Rights. 
(a)  If the Sponsor and its
Affiliates propose to transfer all or any portion of the shares of Common Stock
beneficially owned by them to a Third Party (a Drag-Along
Sale), you and your Permitted Transferees shall, at the Sponsors
option and in the Sponsors sole discretion, upon your receipt of written notice
from the Sponsor, sell the Drag-Along Portion of your Award Shares to such
Third Party for the same consideration and otherwise on the same terms and
conditions on which the Sponsor and its Affiliates sell their shares of Common
Stock in such Drag-Along Sale (the Drag-Along Rights).  The Drag-Along Portion of your
Award Shares means, at any time, the number of Award Shares beneficially owned
by you and your Permitted Transferees, multiplied by a fraction, the numerator
of which is the number of shares of Common Stock proposed to be sold on behalf
of the Sponsor in such Drag-Along Sale and the denominator of which is the
total number of shares of Common Stock then beneficially owned by the Sponsor.  (b)The Sponsor shall provide written
notice of such Drag-Along Sale to you (a Drag-Along Notice)
not less than 20 days prior to the consummation of such proposed Drag-Along
Sale which notice shall state that the Sponsor proposes to effect a transfer of
a certain number of shares of Common Stock, the number of shares of Common
Stock proposed to be transferred, the purchase price, the proposed transferee,
the number of Award Shares which you are required to transfer in such
Drag-Along Sale (based on the methodology set forth in Section 7.4(a)), and all
other material terms and conditions of the Drag-Along Sale.  Subject to Section 7.4(c), you shall be
required to participate in the Drag-Along Sale on the terms and conditions set
forth in the Drag-Along Notice.  Not
later than the tenth day following the date of the Drag-Along Notice (the Drag-Along Notice Period), you
shall deliver to a representative of the Sponsor designated in the Drag-Along
Notice certificates representing all the Award Shares beneficially owned and
held by you, duly endorsed, together with all other documents required to be
executed in connection with such Drag-Along Sale, or, if such delivery is not
permitted by applicable law, an unconditional agreement to deliver such Award
Shares pursuant to this Section 7.4 at the closing for such Drag-Along Sale
against delivery to you of the consideration therefor.  If you should fail to deliver such
certificates to the Sponsor in a Drag-Along Sale pursuant to this Section 7.4,
the Company shall cause the books and records of the Company to show that such
shares of Common Stock are bound by the provisions of this Section 7.4 and that
such shares of Common Stock shall be transferred to the purchaser of the shares
of the Common Stock immediately upon surrender for transfer by the holder
thereof.  (c)The
Sponsor shall have a period of 90 days from the date of the Drag-Along Notice
to consummate the Drag-Along Sale on the terms and conditions set forth in such
Drag-Along Sale Notice.  If the
Drag-Along Sale shall not have been consummated during such period, the Sponsor
shall return to you all certificates representing Award Shares that you
delivered for transfer pursuant hereto, together with any documents in the
possession of the Sponsor executed by you in connection with such proposed
transfer, and the Drag-Along Notice shall be
deemed to be cancelled and this Agreement will remain in full force and effect
in accordance with its terms.  7.5.Other Responsibilities. 
The delivery of any notices to, and the obtaining of any consents from,
any Permitted Transferee with respect to any provision of this Agreement,
including, but not limited to, Sections 7.1 and 7.4, shall be your sole
responsibility, unless otherwise agreed to in writing between such Permitted
Transferee and the Sponsor.  Neither the
Company nor the Sponsor shall be liable to any Permitted Transferee for your
failure to deliver a notice to, or obtain a consent from, any Permitted
Transferee with respect to any provision of this Agreement, including, but not
limited to, Sections 7.1 and 7.4.  7.6.Sales to Principal Beneficial Owners. 
The Sponsor and its Affiliates shall not transfer all or any portion of
the shares of Common Stock beneficially owned by them to a Principal Beneficial
Owner, other than an Affiliate of the Sponsor, unless such Principal Beneficial
Owner agrees to be bound by this Section 7 as if it were the Sponsor.  To the extent that the Sponsor and its
Affiliates transfer any shares of Common Stock to a Principal Beneficial Owner
other than an Affiliate of the Sponsor, you and your Permitted Transferees
agree that such Principal Beneficial Owner shall receive the benefits set forth
in Sections 7.4 and 7.5 hereof as if such Principal Beneficial Owner were the
Sponsor.  6


8.Tax
Withholding and Tax Election.  8.1Tax
Withholding.  The Company shall have
the right to deduct from any compensation or any other payment of any kind
(including, upon approval of the Board of Directors of the Company, withholding
the delivery of shares of Common Stock) due you the amount of any federal,
state, local or foreign taxes required by law to be withheld which arise in
connection with the Award Shares; provided, however, that the
value of the shares of Common Stock withheld may not exceed the statutory
minimum withholding amount required by law. 
In lieu of such deduction, the Company may require you to make a cash
payment to the Company equal to the amount required to be withheld.  If you do not make such payment when
requested, the Company may refuse to issue any Common Stock certificate under
this Agreement until arrangements satisfactory to the Administrator for such
payment have been made.  8.2Tax
Election.  You hereby acknowledge
that you have been advised by the Company to seek independent tax advice from
your own advisors regarding the availability and advisability of making an
election under Section 83(b) of the Code, and that any such election, if
made, must be made within 30 days of the Grant Date.  You expressly acknowledge that you are solely
responsible for filing any such Section 83(b) election with the appropriate
governmental authorities, irrespective of the fact that such election is also
delivered to the Company.  You may not
rely on the Company or any of its officers, directors or employees for tax or
legal advice regarding this award.  You
acknowledge that you have sought tax and legal advice from your own advisors
regarding this award or have voluntarily and knowingly foregone such consultation.  You must pay over to the Company by check the
amount of any and all applicable withholding taxes at the time that you make a
Section 83(b) election.  9.Adjustments
for Corporate Transactions and Other Events.  9.1Stock Dividend, Stock Split and Reverse
Stock Split.Upon a stock dividend
of, or stock split, reverse stock split, or similar event affecting, the Common
Stock, the number of Award Shares and the number of such Award Shares that are
nonvested and forfeitable shall, without further action of the Administrator,
be adjusted to reflect such event.  The
Administrator may make adjustments, in its discretion, to address the treatment
of fractional shares with respect to the Award Shares as a result of the stock
dividend, stock split, reverse stock split, or similar event.  Adjustments under this Section 9 will be
made by the Administrator, whose determination as to what adjustments, if any,
will be made and the extent thereof will be final, binding and conclusive.  No fractional Award Shares will result from
any such adjustments.  9.2Binding Nature of Agreement. 
The terms and conditions of this Agreement shall apply with equal force
to any additional and/or substitute securities received by you in exchange for,
or by virtue of your ownership of, the Award Shares, whether as a result of any
spin-off, stock split-up, stock dividend, stock distribution, other
reclassification of the Common Stock of the Company, or similar event, except
as otherwise determined by the Administrator. 
If the Award Shares are converted into or exchanged for, or stockholders
of the Company receive by reason of any distribution in total or partial
liquidation or pursuant to any merger of the Company or acquisition of its
assets, securities of another entity, or other property (including cash), then
the rights of the Company under this Agreement shall inure to the benefit of
the Companys successor, and this Agreement shall apply to the securities or
other property received upon such conversion, exchange or distribution in the
same manner and to the same extent as the Award Shares.  10.Non-Guarantee
of Employment or Service Relationship. 
Nothing in the Plan or this Agreement shall alter your at-will or other
employment status or other service relationship with the Company, nor be
construed as a contract of employment or service relationship between the
Company and you, or as a contractual right of you to continue in the employ of,
or in a service relationship with, the Company for any period of time, or as a
limitation of the right of the Company to discharge you at any time with or
without cause or notice and whether or not such discharge results in the
forfeiture of any Award Shares or any other adverse effect on your interests
under the Plan.  7


11.Rights
as Stockholder.  Except as otherwise
provided in this Agreement with respect to the nonvested and forfeitable Award
Shares, you are entitled to all rights of a stockholder of the Company,
including the right to vote the Award Shares and receive dividends and/or other
distributions declared on the Award Shares.  12.The
Companys Rights.  Except as provided
under Section 7.6 of this Agreement, the existence of the Award Shares shall
not affect in any way the right or power of the Company or its stockholders to
make or authorize any or all adjustments, recapitalizations, reorganizations or
other changes in the Companys capital structure or its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred
or other stocks with preference ahead of or convertible into, or otherwise
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of the
Companys assets or business, or any other corporate act or proceeding, whether
of a similar character or otherwise.  13.Notices.  All notices and other communications made or
given pursuant to this Agreement shall be in writing and shall be sufficiently
made or given if hand delivered or mailed by certified mail, addressed to you
at the address contained in the records of the Company, or addressed to the
Administrator, care of the Company for the attention of its Corporate Secretary
at its principal executive office or, if the receiving party consents in advance,
transmitted and received via telecopy or via such other electronic transmission
mechanism as may be available to the parties.  14.Entire
Agreement.  This Agreement contains
the entire agreement between the parties with respect to the Award Shares granted
hereunder.  Any oral or written
agreements, representations, warranties, written inducements, or other
communications made prior to the execution of this Agreement with respect to
the Award Shares granted hereunder shall be void and ineffective for all
purposes.  15.Amendment.  This Agreement may be amended from time to
time only be a written instrument duly executed by the Company, the Sponsor,
and you.  16.Conformity
with Plan.  This Agreement is
intended to conform in all respects with, and is subject to all applicable
provisions of, the Plan.  Inconsistencies
between this Agreement and the Plan shall be resolved in accordance with the
terms of the Plan.  In the event of any
ambiguity in this Agreement or any matters as to which this Agreement is
silent, the Plan shall govern.  A copy of
the Plan isavailable upon request.  Please contact the Company by email at
dselby@vertisinc.com or at 250 W. Pratt Street, 18th Floor,
Baltimore, Maryland 21201, Attention: Dolores D. Selby (telephone: 410-361-8394),
to receive a copy of the Plan.  17.Governing
Law. The validity, construction and effect of this Agreement, and of any
determinations or decisions made by the Administrator relating to this
Agreement, and the rights of any and all persons having or claiming to have any
interest under this Agreement, shall be determined exclusively in accordance
with the laws of the State of Delaware, without regard to its provisions
concerning the applicability of laws of other jurisdictions.  Any suit with respect hereto will be brought
in the federal or state courts in the districts which include New York, New
York, and you hereby agree and submit to the personal jurisdiction and venue
thereof.  18.Headings.  The headings in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.  19.Notices.  All notices and other communications provided
for herein shall be dated and in writing and shall be deemed to have been duly
given when delivered, if delivered personally or sent by registered or
certified mail, return receipt requested, postage prepaid and when received if
delivered otherwise, to the party to whom it is directed:  (a)If
to the Company, to it at the following address:  250 W. Pratt Street, 18th Floor Baltimore, Maryland  21201 Attention: General Counsel Fax No.: (410) 528-9287  8


with a copy to the Sponsor, at the address set forth below:  (b)If
to you, at the address set forth in the Companys records;  (c)If
to the Sponsor, to it at the following address:  Thomas H. Lee Equity Fund IV, L.P. c/o Thomas H. Lee Company 75 State Street, Suite 2600 Boston, Massachusetts  02109 Attention: Anthony J. DiNovi Fax No.: (617) 227-3514  or at such other address as the parties hereto shall have specified by
notice in writing to the other parties (provided, that such notice of
change of address shall be deemed to have been duly given only when actually
received).  20.Limitation of Liability.  None of
the Affiliates of the Sponsor shall have any liability to the you or any of
your Permitted Transferees or the Company or any of its subsidiaries under any
provision of this Agreement.  In the
event of an alleged breach of this Agreement by the Sponsor, the parties hereto
acknowledge and agree that the sole remedy which may be sought against the
Sponsor shall be specific performance, provided, however, that if
the remedy of specific performance is not available, you, your Permitted
Transferees, if any, and the Company will only seek to recover direct damages
for any breach of this Agreement.  You,
your Permitted Transferees, if any, and the Company agree to waive any other
remedy against the Sponsor to which they might be entitled at law, including,
but not limited to, compensatory damages, consequential damages, continuing
damages, future damages, incidental damages, punitive damages and nominal
damages.  The Company shall indemnify,
defend, save and hold harmless Sponsor from and against any and all liabilities
arising under, pursuant to or in connection with this Agreement.  21.Severability.  The invalidity, illegality or
unenforceability of one or more of the provisions of this Agreement in any
jurisdiction shall not affect the validity, legality or enforceability of the
remainder of this Agreement in such jurisdiction or the validity, legality or
enforceability of this Agreement, including any such provision, in any other
jurisdiction, it being intended that all rights and obligations of the parties
hereunder shall be enforceable to the fullest extent permitted by law.  22.Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument, and it shall not be necessary in making
proof of this Agreement to produce or account for more than one such
counterpart.  9


GLOSSARY  (a)Administrator means the Committee
as determined under Section 2.7 of the Plan.  (b)Affiliate has the meaning given to
such term in the Plan.  (c)Business Day means any day other
than a Saturday, Sunday, or other day during which the Companys principal
executive office is not open for business.  (d)Cause generally means your
insubordination, dishonesty, incompetence, moral turpitude, other misconduct of
any kind or the refusal to perform your duties or responsibilities for any
reason other than illness or incapacity, in each case as determined by the
Board in good faith.  However, if you
have an employment agreement, consulting agreement, change of control agreement
or similar agreement in effect with the Company at the time in question that
defines cause (or words of like import), then cause has the meaning
ascribed to it under such agreement, as such agreement shall provide at the
time in question; provided that with respect to any agreement that conditions cause
on the occurrence of a change of control, such definition of cause shall not
apply until a change of control actually takes place and then only with regard
to a termination thereafter.  (e)Common Stock means the common
stock, $.01 par value, of Vertis Holdings, Inc..  (f)Company means Vertis Holdings, Inc.
and its Affiliates, except where the context otherwise requires.  For purposes of determining whether a
Liquidity Event has occurred, Company shall mean only Vertis Holdings, Inc.  (g)Disability
means your inability to perform substantially your duties and responsibilities
to the Company by reason of a physical or mental disability or infirmity for a
continuous period of three months.  The
date of such disability shall be the earlier of (1) the last day of such
three-month period or (2) the day on which you submit, or cause to be
submitted, to the Board any medical evidence of such disability reasonably
satisfactory to the Board.  (h)Exchange
means the principal stock exchange, including The Nasdaq Stock Market, on which
the Common Stock is listed or approved for listing, if any.  (i)Liquidity Event means (1) a public
offering of the Common Stock registered pursuant to the Securities Act where
there is a Minimum Public Float immediately following such offering, (2) a
merger or other business combination or recapitalization whereby the Common
Stock is exchanged for cash and/or publicly traded equity or debt securities in
another entity or a combination of cash and other non-publicly traded equity or
debt securities where cash constitutes at least a majority of the consideration
to be received in such merger, business combination or recapitalization or (3)
a sale or other disposition of all or substantially all of the Companys assets
to another entity, for cash and/or publicly traded equity or debt securities of
another entity or a combination of cash and other non-publicly traded equity or
debt securities where cash constitutes at least a majority of the proceeds of
such sale or disposition, in each case, other than to the Company, any
subsidiary of the Company, or any entity controlled by the ultimate control
persons of the Company.  (j)Minimum Public Float means the
circumstances existing when (i) the consummation of one or more public
offerings registered pursuant to the Securities Act of shares of Common Stock
if, upon such consummation, the aggregate number of shares of Common Stock held
by the public, not including Affiliates of the Company, represents at least 20%
of the total number of outstanding shares of Common Stock at the time of such
public offering and (ii) the Common Stock is listed on an Exchange.  (k)Other Award Share Grantees means
other persons receiving Award Shares pursuant to a restricted stock agreement
having terms substantially identical to those contained in this Agreement.  10


(l)Other Key People means the
officers, members of management, key employees of the Company and its
Affiliates.  (m)Principal Beneficial Owner means
any of the Sponsor, CLI/THLEF IV Vertis LLC, Evercore Capital Partners L.P.,
CLI Associates LLC, J.P. Morgan Partners (BHCA), L.P., Wachovia Capital
Partners, LLC (formerly First Union Capital Partners, LLC), and Cadogan
Capital, LLC and their respective Affiliates and successors.  (n)Securities Act means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.  (o)Service means your employment or
other service relationship with the Company and its Affiliates.  Service will be considered to have ceased
with the Company if, after a sale, merger or other corporate transaction, the
trade, business or entity with which you are employed is no longer an Affiliate
of Vertis Holdings, Inc.  (p)Third Party means any person or
entity excluding each of the following: 
(a) the Company and its employees, officers, directors and (b) the Principal
Beneficial Owners.  (q)You; Your.  You means the recipient of the Award Shares
as reflected in the first paragraph of this Agreement.  Whenever the word you or your is used in
any provision of this Agreement under circumstances where the provision should
logically be construed, as determined by the Administrator, to apply to the
estate, personal representative, or beneficiary to whom the Award Shares may be
transferred by will or by the laws of descent and distribution, the words you
and your shall be deemed to include such person.  11


IN WITNESS WHEREOF, the Company and the Sponsor have caused this
Agreement to be executed by their duly authorized officers.   VERTIS
  HOLDINGS, INC.By:
  /S/ John V.
  HowardSenior Vice
  President, General Counsel and SecretaryDate: May
  20, 2004THOMAS H.
  LEE EQUITY FUND IV, L.P.By:
  /S/ Anthony
  DiNoviDate:   The undersigned hereby acknowledges that he/she has carefully read this
Agreement and agrees to be bound by all of the provisions set forth herein.  WITNESS:
  GRANTEE[Witness]
  
  /S/
  Catherine S. LeggettDate:  Enclosure:  Vertis Holdings, Inc.
1999 Equity Award Plan  12