Exhibit 10.33    To:          Dave Colatriano From:      Herb Moloney Date:       August 15, 2003 Re:          Memo of Understanding  I am pleased to confirm your
new position as Group President  Vertis North America East. In this role you
will work closely with me, Tom Zimmer and all of our senior management, as
together we take Vertis to the next step of its evolution into a single,
integrated company with unprecedented targeted advertising and marketing
capabilities.  You have been selected for
this important role because of your outstanding record of success in leading
our DMS business unit, and your commitment to the Vision we share for the
future of Vertis.  Salient points about your
new position:  1.Effective August 11, 2003, your title will be
Group President  Vertis North America East.  2.You will continue to report directly to me.  3.You will be responsible for managing and
delivering the results for Vertis sales and operations for the eastern half of
North America. Among your responsibilities will be strategy, planning, execution,
organizational effectiveness, budgeting, forecasting and ensuring that the
Vertis Values are maintained.  4.Your new annual salary will be $300,000. Your
executive incentive plan payout at target will increase to 60% and will
continue to be subject to the terms of the Executive Incentive Plan for the
Company.  Your monthly auto allowance
will remain at $990. This is a total potential annual W2 compensation package
of $491,880 at target, with a maximum potential of $671,800 under the current
terms of the Executive Incentive Plan.  5.Your performance and salary will be reviewed
in one year.  6.You will continue to receive four (4) weeks
of executive leave per year under the executive leave policy.  During your employment with the Company, you
will be eligible to participate in the retirement, welfare benefit, and fringe
benefit plans, practices, policies and programs of the Company (including any
medical, prescription, dental, disability, life


insurance, accidental death
and travel accident insurance plans, the Supplemental Executive Retirement Plan
and Deferred Compensation Plan, all as maintained by the Company) to the same
extent, and subject to substantially the same terms and conditions, as these
arrangements are made available generally to officers of the Company similarly
situated.  7.If the Company (i) terminates your employment
for any reason other than for Cause, Disability or death, or (ii) requires that
you be based at a location which is more than fifty (50) miles from the office
at which you are based at the time you are notified of the requirement to
relocate, then you will receive severance pay, in the form of payroll
continuation of your annual base salary as of your Date of Separation, for a
period of twelve (12) months, less all legally required deductions.  If you remain unemployed following the
aforementioned payments, you will be eligible for a continuation of the
severance pay, less all legally required deductions, for up to six (6)
additional months for each month in which you remain unemployed.  8.The Company has the right to terminate your
employment due to your Disability, and your employment will terminate
automatically upon your death.  If your
employment is terminated by the Company due to your Disability, or if your
employment is terminated automatically upon your death then, the Company will
pay you (or your estate, as applicable) any portion of your annual base salary
earned through the Date of Separation that has not been paid.  Disability means that (1) you are
permanently disabled within the meaning of the long-term disability plan of the
Company in which you participate or (2) if there is no such plan in effect,
that (i) you have been absent from the full-time performance of your duties
with the Company for a period of 120 days, (ii) the Company will have given you
a notice of termination for Disability, and (iii) within 30 days after such
notice of termination is given, you will not have returned to the full-time
performance of your duties.  The
effective date of any such termination for Disability will be (A) in the case
of a termination under clause (1), the date on which you are determined to be
disabled for purposes of such plan or, (B) in the case of a termination under
clause (2), the date which is 30 days following the notice of termination for
Disability (either such date, the Disability Effective Time).  9.If your employment is terminated under
Paragraphs 7 or 8, then in addition to the payments described in those
paragraphs, you will receive the following:  a.            The Company will also provide to you (and, as applicable,
your eligible dependents), continued coverage through COBRA in the  2


Companys medical, dental,
prescription and vision care plans for up to eighteen (18) months.  During that eighteen (18) month period, the
Company will be responsible for paying the employer and employee portions of
the COBRA premiums for the first six (6) months of COBRA coverage.  After that six-month period, you will solely
be responsible for the payment of any COBRA premiums if you elect to continue
COBRA coverage.  b.            The Company will treat you as if you have earned an
annual bonus (the Pro-rata Bonus) equal to the bonus (if any) you would have
received (as determined consistent with the provisions set forth below) had you
remained employed by the Company through the last day of the fiscal year during
which the Date of Separation occurs, multiplied by a fraction, the numerator of
which is the number of days in such fiscal year during which you were employed
by the Company and the denominator of which is 365.  The Pro-rata Bonus payment shall be based on
the actual results for the completed fiscal year during which the Date of
Separation occurs, shall be made at the time the Company normally pays such
bonuses to its senior executives, and will be subject to the terms and
conditions of the applicable Executive Incentive Plan but without giving effect
to any requirement therein that you remain employed with the Company through
the payment date or the last day of the applicable fiscal year in order to
receive payment.  c.            The Company will pay the cost of providing you with
outplacement services, up to a maximum of five percent (5%) of the sum of your
annual base salary plus any bonus under the Executive Incentive Plan, provided
that such services are (a) utilized by you within the earlier of (i) your
employment with a new employer or (ii) six (6) months following the Date of
Separation and (b) provided by a recognized outplacement provider.  Such payment shall be made by the Company
directly to the service provider promptly following the provision of such
services and the presentation to the Company of documentation of the provision
of such services.  Such services shall
include office facilities and telephone answering services.  10.If your employment is terminated by the
Company for Cause or if you voluntarily terminate employment then, the Company
will pay you (or your estate, as applicable) any portion of your annual base
salary earned through the Date of Separation that has not been paid and earned
annual bonuses for completed fiscal years prior to the Date of Separation.  Cause shall mean (i) gross negligence or
willful misconduct by you in connection with the performance of your duties
that is materially injurious  3


to the Company, monetarily
or otherwise, (ii) the conviction of you by a court of competent jurisdiction
for felony criminal conduct or (iii) material violation by you of the
provisions of Paragraph 12.  11.The Date of Separation means the date of
your death, the Disability Effective Time or the effective date on which you or
the Company terminate your employment.  12.(a)           You
shall hold in a fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the Company or any of
its predecessors or affiliated companies and their respective businesses that
you obtain or have obtained during your employment by the Company or any of its
predecessors or affiliated companies and that is not public knowledge (other
than as a result of the your violation of your obligations to the Company,
including those set forth in this Memorandum of Understanding) (Confidential
Information).  You will not use,
disclose, communicate, divulge or disseminate Confidential Information at any
time during or after your employment with the Company, except with the prior
written consent of the Company or as otherwise required by law or legal process
(of which you have delivered to the Company prompt prior notice and allowed the
Company an opportunity to defend).  In
order to render effective the foregoing relating to the Companys trade
secrets, you agree that, following the Date of Separation, you will not for
yourself or as a stockholder, director, officer, partner, agent or employee of
any other person, firm or corporation, directly or indirectly, render any
services in connection with the manufacture, development, sale or servicing of
any product or service competitive with, or usable for substantially the same
purposes as, any product or service manufactured or sold or in the process of
development by Company, for a period of eighteen (18) months following the Date
of Separation.  (b)          During your employment with the Company and for a period of
eighteen (18) months after the Date of Separation, you will not, without the
prior written consent of the Companys Board of Directors, directly or
indirectly solicit or attempt to solicit any customers or suppliers (including
prospective customers or suppliers) of the Company or any of its subsidiaries
or affiliates for the purpose of providing or obtaining products or services
competitive to those offered by the Company or any of its affiliated entities
or successors.  This restriction applies
only to those customers (including prospective customers or suppliers) with
whom you had material contact on behalf of the Company or any of its subsidiaries
or affiliates within the 12-month period preceding the Date of Separation.  4


(c)           During your employment with the Company and for a period
of eighteen (18) months after the Date of Separation, you will not, without the
prior written consent of the Companys Board of Directors, directly or
indirectly, hire any person who was employed by the Company or any of its
subsidiaries or affiliates within the six-month period preceding the date of
such hiring or solicit, entice, persuade or induce any person or entity doing
business with the Company and its subsidiaries or affiliates, to terminate such
relationship or to refrain from extending or renewing the same.  (d)          You agree that the restrictions set forth in this Paragraph
12 are reasonable and necessary to protect the legal interests of the
Company.  You further agree that the
Company will be entitled to injunctive relief in the event of any actual or
threatened breach of the restrictions and shall not be required to post bond or
prove actual damages.  If the scope or
content of any restriction contained in this Memorandum of Understanding is too
broad to permit enforcement of such restriction to its full extent, then the
restriction shall be enforced to the maximum extent permitted by law, and the parties
consent that the scope or restriction shall be judicially modified accordingly
in any proceeding brought with respect to the enforcement of the restriction.  13.Other than with respect to the Companys
right to obtain injunctive relief under Paragraph 12 (which shall not be
subject to the provisions of this Paragraph 13), the parties agree that all
disputes arising under or related to your employment or the provisions of this
Memorandum of Understanding will be brought first to confidential, non-binding
mediation in New Jersey.  14.This Memorandum of Understanding is personal
to you and without the prior written consent of the Company your rights under
this Memorandum of Understanding are not assignable (except by will or the laws
of descent and distribution).  This
Memorandum of Understanding will inure to the benefit of and be enforceable by
your legal representative and will be binding upon the Company and its
successors and assigns.  15.This Memorandum of Understanding shall be
governed by, and construed in accordance with, the laws of the State of New
Jersey, without reference to principles of conflict of laws.  This Memorandum of Understanding may not be
amended or modified except by a written agreement executed by the parties or
their respective successors and legal representatives.  5


16.Neither partys failure to insist upon strict
compliance with any provisions of, or to assert any right under, this
Memorandum of Understanding shall not be deemed to be a waiver of such
provision or right or of any other provision of or right under this Memorandum
of Understanding.  This Memorandum of
Understanding shall constitute the entire understanding of the parties with
respect to subject matter herein and supercedes any other agreement or other
understanding, whether oral or written, express or implied, between them
including, without limitation, the Non-Disclosure and Non-Competition Agreement
between you and Webcraft Technologies, Inc. dated January 12, 1987 and the
Retention Agreement between you and Webcraft, Inc. dated October 30, 1998.  This Memorandum of Understanding shall
terminate upon the termination of your employment, except that terms of this
Memorandum of Understanding which must survive the termination of this
Memorandum of Understanding in order to be effectuated (including, without
limitation, the provisions of Paragraphs 7, 8, 9, 10, 12, 13 and 16) shall
survive.  Upon the termination of your
employment, you consent to the notification by the Company to your new employer
of your obligations under this Memorandum of Understanding.  Dave, I believe we have an
incredible opportunity to take Vertis to the next level to build a stronger
company, built to last, that provides security and growth for our people,
financial reward for our investors, and unprecedented service to our customers.
I am pleased and proud to work with you in this exciting evolution of our
company!   Accepted and Agreed to By:Vertis, Inc.
  David Colatriano/S/ Herbert W. Moloney,
  III
  
  /S/ David ColatrianoPrinted Name:
  Herbert W. Moloney, III
  Date: 8/15/03Title:
  COODate:
  8/15/03  6