Exhibit
10.23  INDEPENDENT CONTRACTOR AGREEMENT  1.     Parties.Barry Kohn (Contractor) provides THIS
AGREEMENT for the benefit of Vertis, Inc. dba Vertis Communications  its subsidiaries, affiliates, successors and
assigns (collectively, Company) and serves as a legally binding
acknowledgment and assignment of the ownership of all Work Product (as
defined below) and agreement on other terms herein.  2.     Services.In consideration of the Companys
engagement of Contractor as an independent contractor, and for other good and
valuable consideration as set forth on Exhibit A
the receipt and sufficiency of which Contractor hereby acknowledges, Contractor
hereby agrees to the following.  For
purposes of this Agreement, the term Work Product shall mean all tangible
items created or developed by Contractor during or as the result of Contractors
engagement by the Company and within the scope of Contractors engagement, as
well as all non-copyrightable ideas and inventions conceived or created by
Contractor during the course of such activities, whether or not reduced to
tangible form, and all Intellectual Property Rights (as defined below) in and
to any of the foregoing.  The term Work
Product shall include all such items and materials even though created or developed
by Contractor after working hours, away from the Companys premises or on an
unsupervised basis, and whether created by Contractor or with others as long as
such items and materials are within the scope of Contractors engagement.  3.     Ownership Rights.Contractor acknowledges and agrees that
all rights in and to the Work Product, including all the tangible copies
thereof, shall belong exclusively to the Company.  By way of example and not limitation, the
Company will be the exclusive owner of all intellectual property rights which
may be applicable to the Work Product, including without limitation all
copyrights, patents, trade secrets, trademarks, servicemarks, trade dress and
other similar rights (collectively, Intellectual Property Rights).  In this regard, all copyrightable Work
Product is to be considered a work made for hire on behalf of the Company whose
ownership will vest exclusively with the Company on its creation.  Contractor hereby assigns all patentable
inventions to the Company.  To the extent
any Work Product may not, by operation of law or this Agreement, be considered
a work made for hire, Contractor upon the creation of all items of such Work
Product automatically assigns, without further consideration, the exclusive
ownership thereof to the Company. 
Contractor also irrevocably relinquishes to or licenses to Company,
whichever is most expansive but enforceable at law, for the benefit of the
Company and its assigns any moral rights in the Work Product which may be
recognized by applicable law.  4.     Further Acts.Upon the request of the Company, during
or after Contractors engagement as an independent contractor, Contractor
agrees to perform such further acts as may be necessary or desirable to
transfer, perfect, and defend the Companys rights, including without
limitation by (1) executing, acknowledging, and delivering any requested
affidavits and documents of assignment or conveyance, (2) obtaining and/or
aiding in the enforcement of any Intellectual Property Rights with respect to
the Work Product in any country, and (3) providing testimony in connection
with any proceeding affecting the rights of the Company in any Work Product.
This document shall function as a limited power of attorney in favor of Company
to accomplish the acts set forth in this paragraph.  5.     Confidential Information.During the course of Contractors
engagement and thereafter, Contractor agrees not to use or disclose any trade
secrets of the Company at any time except as necessary to perform Contractors
duties for the Company. A trade secret generally consists of valuable, secret
information or ideas that the Company collects or uses and which give it a
business advantage, including confidential information supplied to the Company
by its customers, clients, vendors, or agents. By way of example and not
limitation, the Companys trade secrets are such technical information as
manufacturing or operating processes, equipment design, product specifications,
computer software in source, object, script or other code form, and other
proprietary technology, as well as such business information as selling and
pricing information and procedures, customer lists, business and marketing
plans, and internal financial statements. These restrictions do not apply to
any information generally available to the public or any information properly
obtained from a completely independent source. Because the Company would not
have an adequate remedy at law in the event of any breach or threatened breach
of this Agreement, Contractor hereby consents to the granting of equitable
relief against Contractor restraining such breach without the requirement that
the Company post any bond or other security therefor.  Nothing in this Agreement shall be  1


construed as conveying to
Contractor any right, title or interests or copyright in or to any Confidential
Information of Company; or to convey any license as to use, sell, exploit, copy
or further develop any such Confidential Information.  6.     Warranty.Contractor warrants that its services to
create the Work Product and any other services for the Company do not and will
not in any way conflict with any remaining obligations Contractor may have to
any prior employer or other party. Contractor also agrees to perform its
services as described in Exhibit A for the Company in a manner that
avoids even the appearance of infringement of any third partys Intellectual
Property Rights and in a workmanlike manner. 
Contractor hereby disclaims any and all express and implied warranties
other than those set forth in this paragraph, including without limitation any
warranty of fitness for a particular purpose or merchantability. Excepting
those matters set forth in the indemnification paragraph below, both parties
liability to each other are limited to the amount paid to contractor in total
under this Agreement and both parties expressly disclaim any consequential,
punitive or other special damages.  7.     Return of Work Product.Upon the request of the Company and, in
any event, upon the termination of Contractors engagement as an independent
contractor, Contractor will leave with the Company all copies of the Work
Product and all other materials relating to the Companys business.  8.     Indemnification.  a.  From
Contractor.  Contractor agrees to indemnify, defend and
hold Company, its affiliates, subsidiaries, employees, directors, officers,
shareholders, and clients harmless from any and all claims and threatened
claims by any third party, including employees of either party, arising out of,
under or in connection with: (i) the death or bodily injury of any third party,
the damage loss or destruction of any personal or real property; or (ii) an act
or omission of Contractor arising out of or relating to: (a) federal,
state or other laws or regulations for the protection of persons who are
members of a protected class or category or persons or (b) sexual
discrimination or harassment.  b.  To
Contractor:  Company agrees to indemnify, defend and hold
Contractor harmless from any and all claims and threatened claims by any third
party, including without limitation officers, investors, debt holders,
directors and employees of Company, arising out of, or under or in connection
with his services to Company, excepting 
only those matters  set forth
above where Contractor indemnifies Company.  Independent Contractor Status.Contractor
acknowledges and agrees that nothing herein shall constitute an offer to hire
or an employment contract, that the Companys engagement of Contractor as an
independent contractor shall not constitute a partnership, agency relationship
or joint venture and that Contractor is responsible for its own workers
compensation, social security and other obligations imposed by law on
independent contractors.  9.     Compliance with Rules and
Regulations.To the
extent Contractor has access to or use of the facilities or computer resources
of the Company or the Companys client, Contractor agrees to comply at all
times with the applicable rules and regulations regarding safety,
security, use, and conduct and agrees that such use provides Contractor no
rights therein, other than the limited right to use such for purposes expressly
set forth herein and no other.  10.   Termination.Contractor agrees that the Company may
terminate this agreement without cause upon fourteen (14) days written notice.  11.   Governing Law.This Agreement shall be governed by New
York law without regard to New Yorks conflict of law provisions. Any dispute
regarding this agreement and the matters related to it shall be resolved in the
federal and state courts of New York within the city of New York, specifically
the borough of Manhattan.  12.   Non-solicitation.During the term this Agreement is in
effect and for a period of two (2) years thereafter, Contractor agrees not
to solicit or to offer employment to any employees of Company or an affiliate
of Company without the prior written consent of Company.  13.   Entire Agreement,
Assignment, Waiver and Amendment.This Agreement and its Exhibits constitute the sole and exclusive
statement of the terms and conditions hereof and supersede any prior
discussions, writings, and negotiations with respect thereto.  Contractor shall not assign or transfer this  2


Agreement or subcontract
any work hereunder without the prior written consent of Company.  Any attempt to assign or transfer this
Agreement shall be void.  The parties
agree that this Agreement cannot be altered, amended or modified, except by a
writing signed by an authorized representative of each party.  No failure or delay in enforcing any right or
exercising any remedy will be deemed a waiver of any right or remedy.  14.   Survival.The provisions of this Agreement that are
by their nature meant to survive any termination or expiration of this
Agreement, including without limitation, 
ownership of Work Product and Intellectual Property, trade secrets, and
independent contractor status will survive any termination or expiration of
this Agreement.  15.   Severability.If any portion of this Agreement is
determined to be or becomes unenforceable or illegal, such portion shall be
reformed to the minimum extent necessary in order for this Agreement to remain
in effect in accordance with its terms as modified by such reformation.  16.   Notices.Any notice required under this Agreement
shall be given in writing and shall be deemed effective upon delivery to the
party to whom addressed.  All notices
shall be sent to the applicable address specified herein or to such other
address as the parties may designate in writing.  Unless otherwise specified, all notices to
Company shall be sent to the Office of the General Counsel, Vertis, Inc.
250 W. Pratt St. 18th Floor, Baltimore, MD 21201.  All notices to Contractor shall be sent to
10935 Hastings Lane, Powell, OH 43065.  Dated
this 12th day of February, 2007.  Acknowledged
and Accepted:      Vertis, Inc.
  dba Vertis Communications
  
  Barry
  Kohn/s/
  John V. HowardSignatureJohn
  V. Howard
  
  /s/
  Barry KohnNameSecretaryTitle  3


Exhibit A  Consulting
services as directed by Mike DuBose at a weekly rate of $10,000 per week plus
reasonable expenses as incurred, to be billed periodically.  Barry C. Kohn  4


Contractor Code of Conduct  This Contractor Code of
Conduct has been adopted by the management of Vertis, Inc. as well as all
other subsidiaries and affiliates of Vertis, Inc. (collectively, Vertis).  The Contractor Code of
Conduct wont answer every question or situation. If you are unsure about how
to handle a situation, please use common sense in making your decision and
contact Vertis Office of the General Counsel (OGC)
or Vertis Human Resources Department for further guidance. You should comply
not only with the letter of the Contractor Code of Conduct, but also the spirit
of these policies at all times.  General
Conduct  ·Vertis conducts its business operations in a manner to encourage individual
integrity, promote ethical practices and adhere to the highest standards of
personal and professional integrity. Vertis observes the applicable local,
state, U.S. and foreign laws, including those pertaining to copyright
infringement, intellectual property protection, and controlled substances. When
individuals contracted by Vertis (Contractors) are required to work at Vertis
customer sites, they must act professionally at all times and follow the rules and
procedures of Vertis customers. A customer rule might include testing the
Contractor for controlled substances. If any Contractor has any concerns
regarding a customer rule, the Contractor should notify their Vertis contact to
discuss their options.  ·While on Vertis premises or while performing services for Vertis,
Contractors should conduct themselves in a professional manner, including
complying with property management rules and requests in addition to
Vertis rules and procedures.  If
Contractor has any concerns regarding these rules, procedures, requests, or
otherwise, Contractor should notify his/her Vertis contact.  ·Contractor must never use Vertis funds or Contractor funds directly or
indirectly for bribery, payoffs, kickbacks, illegal or improper lobbying or
political contributions, personal gain or for any other illegal or improper
purpose.  ·Contractors should use common sense in not accepting or soliciting any
gifts or gratuities from anyone doing business with Vertis, with the exception
of the occasional token promotional items of nominal value. At no time should
such acceptance or solicitation violate any legal or ethical standards and such
items should be reported for tax purposes. Regardless of value no such item
should be accepted or sought if its receipt would cause public embarrassment
upon disclosure.  ·To further the safety of Vertis working environment, Contractors are
prohibited from carrying weapons (including firearms) on Vertis premises and at
any other time and place while performing services for Vertis.  Equal Employment
Opportunity and Harassment  ·Vertis is committed to the principle of equal employment opportunity
for all qualified employees and job applicants, and it administers all
employment matters without regard to race, color, religion, gender, sexual
orientation, national origin, age, disability, Veteran status or any other
status, or any condition or status protected by federal, state or local law.
Vertis equal employment opportunity policy strictly prohibits harassment of
any kind whether based on race, gender, or otherwise, including any conduct or
comment that could be viewed by the person harassed as sexual harassment.
Contractors must be fully committed to these principles and abide by them at
all times.  Compliance with
the Antitrust Laws  ·Vertis employees and Contractors of Vertis must never discuss with
Vertis competitors any competitive matters about Vertis, such as prices,
discounts, credit, costs, customers, suppliers, competitive conditions, or any
other competitive or confidential aspect of Vertis business.  If any confidential or competitive Vertis
matters arise during discussions at industry functions, trade association
meetings or any other legitimate contacts with competitors, you must end the
discussion immediately and report the incident to Vertis OGC.  Confidentiality  ·Customers and business partners entrust Vertis with confidential
information regarding their products, processes and business operations which
Vertis and its employees are obligated to protect from unauthorized disclosure.
Vertis and its Contractors must not use this information in any manner that may
compromise its confidentiality.  5


Contractors are expected to use the same
care and protection with Vertis and others confidential information as with
the Contractors own confidential information.  ·Contractors should never knowingly take or use confidential information
of a competitor, customer or other party.  Vertis
Internet, Email, Instant Messaging and Voice Mail Policies  ·Vertis believes that lawful and
appropriate use of the Internet and email (both internal and external) can
enhance productivity. However, conducting illegal or unprofessional activities,
such as requesting, sending, or obtaining unauthorized confidential information
or any bootlegged materials (such as music or movies) is strictly forbidden.  ·User IDs may not be shared with other
people.  ·All information in any format (including voicemail, email, and instant
messages) that is transmitted and/or stored by any means on Vertis equipment
(computer network drives, local hard drives, diskettes, etc.) is the property
of Vertis. Contractors should have no expectation of privacy in their email
messages, email attachments, instant messages, Internet use or voicemail
messages. The email and voicemail systems are for business use and Vertis
reserves the right to monitor these systems for business use. Vertis reserves
the right to monitor use of its equipment and storage facilities at any time,
and passwords or other security devices may be overridden by Vertis for any
reason, including but not limited to, (i) ensuring that only rightful
information resides on Vertis electronic storage facilities; (ii) preventing
facility misuse; (iii) investigating and resolving network or
communication problems; and (iv) ensuring compliance with this policy.
Because these storage facilities are subject to such inspection and monitoring,
do not assume that email messages, email attachments, Internet use or voicemail
messages are private.  ·Contractors must comply with any other policies or instructions of
Vertis IT Department as they are communicated to Contractors.  Software
Licensing  ·Vertis licenses the use of computer software from a variety of outside
companies. Vertis does not own this licensed software, and use of the software
must be in accordance with the licenses of the respective vendors. Such
software must not be reproduced unless authorized. In addition, Contractors
shall not utilize unlicensed (bootleg) software on Vertis computers.  Vertis-Sponsored
Functions  ·Vertis sponsors certain functions where alcohol is made available for
consumption. Contractors who attend those functions are expected to behave in a
sensible and professional manner, including the avoidance of excessive
consumption of alcohol. Contractors should never drive after excessive
consumption of alcohol.  ·Vertis may at times sponsor certain recreational activities, including
athletic events or leagues. Participation in recreational activities is
completely voluntary and at the Contractors own risk. All participants in
recreational activities will be required to sign a release of liability with
Vertis prior to participation.  Legal
Notices  ·For obvious reasons, it is very important that all subpoenas, summons
and other legal notices (or if youre not sure, anything that might be one of
those) involving Vertis which are received by or served upon any Contractor of
Vertis immediately be forwarded to Vertis Office of the General Counsel.  Speed is crucial with these matters because
response times are often quite short. Delivery should be by hand delivery to a
lawyer in the Vertis Office of the General Counsel in the Baltimore
Headquarters @ 250 W. Pratt St., 18th Floor, Baltimore Maryland
21201 if feasible, or if not, then by fax to 410-529-9287 with confirmation
copy sent by overnight mail.  Violations  ·If a Contractor of Vertis learns of a violation of this Contractor Code
of Conduct, he/she is obligated to notify his/her Vertis contact. Failure to do
so will be a violation of this Contractor Code of Conduct. Any violations of
this Contractor Code of Conduct will be noted with violators subject to action
by Vertis, up to and including immediate termination.  Interpretations/Clarifications  ·You are encouraged to directly contact your Vertis contact, Vertis
Office of the General Counsel, Human Resources, or an Officer of Vertis with
any questions about this Contractor Code of Conduct or any other Vertis
policies.  6