# **Exhibit10.42**

# January 10, 2007

Douglas L. Mann

Dear Doug,

Weare excited about the possibility of your joining Vertis Communications.Clearly you bring to us an enormous amount of experience, expertise, energy,drive and proven results. Therefore, we are pleased to extend to you an offerto join what we believe is one of the most successful and dynamic organizationsin targeted advertising, media, and marketing solutions. You have a uniqueopportunity to participate in the positioning, growth and challenges offered byour company.

Following are the summarizedterms of our offer:

1.     Specifically, you will join Vertis Communications in the position ofSenior Vice President/General Manager - Advertising Inserts****andwill be****responsible forproviding the leadership, vision and strategy needed to grow top line revenue for the Advertising Inserts portion of the Company’sbusiness.

2.     It is our understanding that you will resign from your current positionand begin work with Vertis Communications on Monday, February 5, 2007.

3.     Your starting base salary will be $350,000 annualized, distributed in an amount of $13,461.54 bi-weekly on Fridays.

4.     In addition, should you begin your employment on or before February 5th, 2007, you will receive a signing bonus of$75,000, paid within the first 30 days. Should you choose to end yourassociation with Vertis or should Vertis terminate you for Cause as definedbelow prior to you completing one full year of employment, you agree to repay thisamount in full and agree Vertis may offset such an amount against amounts owingto you at the end of your employment.

5.     You will receive anautomobile allowance of $990 permonth or $11,880 annually.

6.     You will participate in the Employee Incentive Plan, with bonuseligibility of 50% of your base salary. The details of this Plan, includingyour plan objectives, will be discussed and refined after you have acceptedthis offer.

7.     As anelement of your compensation, the Company intends to grant to you 5,000 sharesof the Company’s restricted common stock under the Vertis Holdings, Inc. equityplan, subject to approval by the Company’s Board of Directors at its nextmeeting. These shares of restricted stock would be subject to the Company’sstandard vesting provisions and restrictions on transfer. These provisionswould be more fully set forth in a Restricted Stock Agreement, to be enteredinto upon the award of the shares.

8.     You will be eligible to participate in the company’s DeferredCompensation Plan. Upon acceptance of this offer, the details of this Plan willbe provided to you.

9.     Your job performance will be reviewed annually.Merit increases are based on performance and in accordance with the company’scurrent policy and procedures.

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10.   You will be eligible for coverage under our grouphealth, life insurance and disability plans in accordance with the terms ofthose plans. Our health insurance plans provide coverage for most medical,dental and vision expenses. Several coverage options are available allowing youto select the program that best meets your needs. Again, upon acceptance ofthis offer our benefit brochures and more detailed and specific informationwill be provided to you under separate cover.

11.   You will be eligible to participate in our 401KPlan within 15 days of your hire date.

12.   Youwill be immediately eligible for all Vertis holidays, which are:

·      Thanksgiving Day

·      Day After Thanksgiving

·      Christmas Eve Day

·      Christmas Day

·      New Year’s Day

·      Memorial Day

·      Independence Day

·      LaborDay

13.   As a seniormember of management, your personal time off will be covered under ourExecutive Leave policy, which provides you up to 4 weeks of compensated leaveeach year. (Leave cannot be accumulated from year to year).

14.   VertisCommunications requires that all employees take and pass a pre-employmentcontrolled substance screening prior to the beginning of employment. Therefore,this offer is contingent upon the laboratory results of that test. Detailscontaining our testing procedures are included with this letter.

15.   Asappropriate for your position in senior management, this offer is contingentupon the successful completion and results of comprehensive reference andbackground checks.

Dueto the highly sensitive nature of our business, we require all professional andor management personnel to sign a Business Responsibility Agreement. ThisAgreement is enclosed for your review. Please sign one copy of the Agreementand return the other copy to me.

Federal requirementsstate that, at the time of your employment, you must provide documentationestablishing your identity and legal right to work in the United States.Therefore, this offer is contingent on this validation.

Weunderstand that you are not a party to any employment contract or agreementwhich restricts your ability to devote the full range of your skills andknowledge to Vertis Communications, or your right to engage in competition withyour present employer after the termination of your employment. If thisunderstanding is incorrect, please notify us immediately. Accordingly, ouroffer is contingent upon our receipt and review of any such agreement.

Furthermore,should you accept this offer; there is no express or implied contract ofemployment between you and Vertis Communications. You will be employed for noparticular period of time; you have the right to terminate your employment atany time for any reason, and the company has a similar right. If the Companyterminates your employment for any reason other than for Cause, then uponexecution of a Separation and Release Agreement, you will receive severancepay, in the form of payroll continuation of your annual base salary as of yourdate of separation, for a period of twelve (12) months, less all legallyrequired deductions. “Cause” shall mean (i) gross negligence or willfulmisconduct by you in connection with the performance of your duties that ismaterially injurious to the Company, monetarily or otherwise, (ii) theconviction of you by a court of competent jurisdiction for felony criminalconduct or (iii) material violation by you of the non-disclosure ofconfidential information or non-solicitation provisions of your BusinessResponsibility Agreement.

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Theterms of this offer of employment extended to you are outlined in this letterand any additions or other changes must also be in writing.

Please acknowledge your receiptof this offer, acceptance of it and agreement with the terms outlined above bysigning the attached copy of this letter and returning it to me.

I am sure you realize that thisposition provides you the opportunity to enhance your already considerableskills. I am certain you will find your new role challenging, rewarding andsatisfying. We look forward to having you on the Vertis Communications team.

Sincerely,
| /s/ James G. Foley |   |
|--------------------|--------|

James G. Foley

Vice President, Human Resources
| Acknowledged: | /s/ Douglas L.  Mann |   |
|---------------|----------------------|--------|

 
| Date: |                                |   |
|-------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|

 

Consent to DrugTesting and Release of Claims

Forensic DrugTesting Custody and Control

U.S. Immigration& Naturalization Service I-9

Business Responsibility Agreement

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#### **BUSINESS RESPONSIBILITY AGREEMENT**

Dear Doug:

Asyou know, your position involves exposure and access to very sensitive areas ofVertis Communications’ (“**Vertis**”)business, including confidential and proprietary information. This letterconfirms the terms and conditions of your access to that information, and itreflects the agreement between you and Vertis that compliance with these termsis essential to your employment with Vertis. You also understand that theobligations of this letter are in addition to the obligations set forth inVertis’ current Employee Handbook.

Inconsideration of your employment or continued employment and your eligibilityfor positions that give you access to Vertis’ confidential and proprietaryinformation, and for other consideration, you and Vertis agree as follows:

1.             BusinessConduct. In addition to the terms and conditions in this Agreement, you will besubject to the Vertis Employee Handbook, including any updates or changes, aswell as all other policies and procedures of Vertis.  You agree at all times to perform faithfullythe duties assigned to you to the best of your ability, experience and talentsand you will not do any other work that interferes with your responsibilitiesfor Vertis.  Further, you represent andwarrant that you are not subject to any restrictions, limitations orobligations that would prevent you from being able to fully perform the dutiesassigned to you by Vertis.

2.             Confidentiality.   You acknowledge that the successfulmarketing and development of Vertis products and services requires substantialtime and expense.  Such efforts generatevaluable proprietary and confidential information for Vertis that gives Vertisa business advantage over others who do not have such information.  You acknowledge that during your employmentwith Vertis you have developed and/or acquired and will develop and/or acquireConfidential Information (as defined in this Agreement).  You will use your best efforts and the utmostdiligence to guard and protect all Confidential Information of Vertis.  Vertis “Confidential Information” includesall information about Vertis’ business which has not been made availablegenerally to the public by Vertis, whether or not it is reduced towriting.  It includes, withoutlimitation, any information about any Vertis customers; Vertis’ marketingmethods, business plans and related data; the costs of any materials, theprices, discounts or terms at which it sells its products or services;manufacturing and sales costs; financial information; compensation paid toemployees, and other proprietary information and trade secrets. You will not,at any time during or after your employment by Vertis, disclose or use for thebenefit of any other person or entity any Vertis Confidential Information.  If your employment by Vertis is terminatedfor any reason, you will leave with Vertis any and all Company and personal records,papers, electronic media and materials, which contain or otherwise discloseVertis Confidential Information.

3.             Discoveriesand Inventions. You willpromptly report to Vertis any and all discoveries, inventions or improvementsof any nature, whether or not patentable, which you discover, conceive or makeduring the period of your employment, which relate to the business of Vertis.All such discoveries, inventions and improvements will be the sole andexclusive property of Vertis. During or after your employment with Vertis, youwill execute any documents Vertis deems necessary for the protection of itsinterest in discoveries, inventions and improvements.

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4.             Conflictsof Interest. You willavoid actual, perceived or potential conflicts of interest with Vertis’business. In this regard, you agree not to accept any cash or cash equivalents,no matter what the value or accept any gifts, entertainment or gratuities witha value over $100.00 from actual or prospective customers, suppliers,competitors or others with whom Vertis has business relationships.  In addition, you agree not to have directlyor indirectly, financial interests in competing or supplying companies whichcould affect your duties to Vertis.  Ifany actual or potential conflict of interest arises, you agree to report themimmediately in writing to an officer of Vertis.

5.             CompanyProperty. All equipment, notebooks, documents,memoranda, reports, files, samples, books, correspondence, mailing lists,calendars, card files, rolodexes, and all other written and graphic recordsaffecting or relating to the business of Vertis, regardless of the medium inwhich such information is stored (“Company Property”) shall be and remain thesole and exclusive property of Vertis You agree not to remove any things ordocuments from Vertis’ premises at any time unless those things or documentsare necessary to those duties, which you must perform outside of Vertis’premises. In the event of termination of employment with Vertis for any reason,you shall promptly deliver to Vertis all Company Property, which are or havebeen in your possession. You shall not maintain any copy or other reproductionwhatsoever of any of the items described in this section after the terminationof employment.

6.             EmployeeSolicitation. You agreethat Vertis invests substantial time and effort in assembling itspersonnel.  You agree that during youremployment and for a period of one (1) year after its termination for anyreason, you will not directly or indirectly solicit any employee of Vertis foremployment in any capacity by yourself or another company.

7.             CustomerSolicitation. You agreethat Vertis’ relationships with its customers are solely the assets andproperty of Vertis. You agree that during and for a period of one (1) yearfollowing termination of your employment with Vertis for any reason, you willnot directly or indirectly solicit, contact, serve or have any dealing with orattempt to solicit, contact serve or have any dealing with any of Vertis’customers with whom you had material contact on behalf of Vertis during thetwelve (12) month period before your termination. “Material contact” means: (i)direct personal contact with customer for the purpose of selling Vertis’products or services to the customer or (ii) any direct supervision of thedirect personal contacts other employees of Vertis may have with customers.

8.             Non-Competition.  You agree that during and for a period of one(1) year following termination of your employment with Vertis for any reason,you will not, for yourself or as a stockholder, director, officer, partner,agent or employee of any other person, firm or corporation, directly orindirectly, render any services in connection with the manufacture,development, sale or servicing of any product or service competitive with, orusable for substantially the same purposes as, any product or servicemanufactured or sold or in the process of development by Vertis or, for aperiod of one (1) year following said termination date, solicit from or servicethe accounts of any customer of Vertis. This section shall not preclude any investment in a security listed in anational securities exchange, if such investment is limited to not more thanone percent (1%) of the outstanding value of such security.

9.             Interpretationof Obligations. If anyprovision of this Agreement is held to be invalid, void or unenforceable, theremaining provisions will remain in effect and will not be affected, impairedor invalidated. If a court should determine that any restrictive provision inthis Agreement is unenforceable because of over-breadth, then the court willmodify the provision to make it reasonable and enforceable under thecircumstances.

10.           InjunctiveRelief. You acknowledge that should you violateany of the provisions in this Agreement, it will be difficult to determine theresulting damages to Vertis and that monetary damages would not be adequate inany event. In addition to any other remedies it may have, Vertis shall beentitled to temporary and permanent injunctive relief without the necessity ofproving actual damage.

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11.           Termof Employment. Youremployment with Vertis is not for a specified term, but is an employment-at-will.  You are free to terminate your employment atany time, with or without cause, and with or without advance notice and Vertisretains the same rights.

12.           OtherEmployment After Termination. Youacknowledge the restrictions in this Agreement are reasonably designed toprotect Vertis’ Confidential Information and other legitimate business interests.  You acknowledge and represent that you havesubstantial experience and knowledge such that you can readily obtainsubsequent employment, which does not violate this Agreement.  You also agree that Vertis may notify any ofyour future or prospective employers as to the existence and provision of thisAgreement and as to its intention to enforce its rights.

13.           Miscellaneous.This Agreement is governed by and construed in accordance with the laws of theState of Maryland.  If any legal actionis necessary to enforce the terms or conditions of this Agreement, the partiesagree that the Courts of the State of Maryland shall have proper venue andjurisdiction for the bringing of such action. The provisions of this Agreementare the entire Agreement between the parties and supersede all prior orcontemporaneous agreements related to the subject matter and may be modifiedonly in writing executed by the parties. Waiver of any default or breach of this Agreement shall not constitute awaiver of any other default or breach. You acknowledge that your obligations under this Agreement are uniqueand personal.  Therefore, you may notassign any of your rights or delegate any of your duties or obligations underthis Agreement.  Vertis may assign itsrights, duties or obligations under this Agreement to any person or entity withwhom it has merged or consolidated, or to whom it has transferred all, orsubstantially all, of its assets or as a consequence of a corporatereorganization or merger.

You certify that you have readthis Agreement, studied it, and have had sufficient opportunity to askquestions, and understand all rights and obligations under the Agreement.  You also certify that you had the option ofseeking legal counsel regarding this Agreement prior to execution.  If this Agreement is acceptable to you,please sign the enclosed copy and return it to Jim Foley.

Sincerely,
| /s/ James G. Foley |   |
|--------------------|--------|

James G. Foley

VicePresident, Human Resources

Accepted and agreed to on                          ,              
| By:                                                                                            | /s/ Douglas L.  Mann |   |
|------------------------------------------------------------------------------------------------|----------------------|--------|
|              Douglas  L. Mann |

 

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