EXHIBIT 10.45 Vertis Holdings, Inc. 2004 Restricted Stock Term Sheet  April 5, 2004 
  Goal:
  Provide an equity
  incentive for 2004 performance to certain key employees of Vertis Holdings,
  Inc. (the Company).Participant:
  Adriaan Roosen (the
  Participant).Award:
  3,750 shares of the
  Companys restricted common stock (the Award Shares) that will be granted
  upon the achievement of certain performance thresholds.Thresholds:
  1,875 of the Award
  Shares will be granted to the Participant if the Companys board of directors
  determines that the Companys EBITDA from its European operations for the
  year ended December 31, 2004 (European EBITDA) is at least $12.3
  million.   An additional 1,875 of the
  Award Shares will be granted if European EBITDA is at least $14.0
  million.  For European EBITDA of
  between $12.3 million and $14.0 million, the grant will be proportionately
  adjusted such that the total number of Award Shares granted equals 1,875 plus
  (1,875 multiplied by European EBITDA in excess of $12.3 million (up to $1.7
  million) and divided by $1.7 million). 
  In addition, the Company expects that the Award Shares will be granted
  in the form of a nil cost option rather than actual shares of the Companys
  common stock and the terms of the Award Shares described below will be
  adjusted accordingly.Timing:
  The Award Shares will
  be granted as soon as reasonably practicable following the Companys
  determination as to whether (and to what extent) the Participant has exceeded
  the 2004 thresholds described above.Restricted Stock:
  Upon issuance, the
  Award Shares will still constitute restricted shares of the Companys
  common stock.  The shares are
  restricted because they are subject to forfeiture and restrictions on
  transfer until the shares vest.  Once
  shares of restricted stock have vested, those shares will no longer be
  subject to forfeiture.Vesting:
  The shares of
  restricted stock will vest (assuming your continued employment) immediately
  prior to the first to occur of a liquidity event, your death or the date on
  which you suffer a disability.  Prior
  to vesting, your unvested restricted stock will be forfeited completely if
  you leave the employ of the Company (or its subsidiaries) for any or no
  reason (other than your death or disability), including voluntary resignation
  or termination of your employment with or without cause.  Because the vesting of the restricted stock
  depends on the occurrence of a future event which may or may not occur, the
  Company cannot assure you that the restricted stock will ever become vested.Transfers:
  Because the Company is
  privately owned, the restricted stock will continue to be subject to
  restrictions on transfer, even after it vests.Documentation:
  The Award Shares
  described in this term sheet will only be issued upon the full execution of a
  restricted stock agreement substantially in the form attached hereto as Exhibit
  A (the Restricted Stock Agreement). 
  This term sheet is qualified in its entirety by reference to the
  detailed terms and conditions included in the Restricted Stock
  Agreement.  You should carefully review
  the Restricted Stock Agreement.Confidentiality:
  The Award Shares are
  being made available only to the Participant and to a limited number of other
  key employees of the Company.  In order
  to receive any Award Shares, the Participant must maintain the
  confidentiality of this term sheet, the Award Shares and the thresholds
  described above.  Any disclosure in
  violation of this provision may result in the forfeiture of any Award Shares
  to which the Participant may become entitled.


Questions:
  Any questions regarding
  this transaction should be sent by e-mail to
  restrictedshare2004@vertisinc.com.  THIS TERM SHEET IS FOR
INFORMATIONAL PURPOSES ONLY.  THE
CONTENTS OF THIS TERM SHEET ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS OR TAX
ADVICE.  EACH PARTICIPANT SHOULD CONSULT
THE PARTICIPANTS OWN ATTORNEY, BUSINESS ADVISOR AND TAX ADVISOR AS TO LEGAL,
BUSINESS AND TAX ADVICE.   2