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                                                                   Exhibit 10.18


                              BELL & HOWELL COMPANY

                            NONQUALIFIED STOCK OPTION

                THIS NONQUALIFIED STOCK OPTION is granted as of this 31st day of
December, 2000 (the "Date of Grant"), by BELL & HOWELL COMPANY (the "Company"),
to JAMES ROEMER (the "Employee") pursuant to the Company's 1995 Stock Option
Plan, as amended (the "Plan").

                WHEREAS, the Company believes it to be in the best interests of
the Company, its subsidiaries and its stockholders for its officers and other
key employees to obtain or increase their stock ownership interest in the
Company in order that they will thus have a greater incentive to work for and
manage the Company's affairs in such a way that its shares may become more
valuable; and

                WHEREAS, the Employee is employed by the Company or one of its
subsidiaries as an officer or key employee;

                NOW, THEREFORE, in consideration of the premises and of the
services to be performed by the Employee, the Company hereby grants this stock
option to the Employee on the terms and conditions hereinafter expressed.

                1.      OPTION GRANT

                The Company hereby grants to the Employee an option to purchase
a total of 406,250 shares of Common Stock of the Company at an option exercise
price of $16.50 per share, being the closing price of a share of the Company's
Common Stock on the Date of Grant. This option is not intended to qualify as an
"incentive stock option" within the

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meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and this option does not entitle Employee to any reload options.

                2.      VESTING OF OPTIONS

                This option shall vest and become exercisable only at the time
or times and to the extent specifically provided in this Section 2. Any shares
that may be purchased hereunder shall be subject to the transfer restrictions
set forth in Section 3. This option may not be exercised, whether or not then
exercisable or vested, and shall forever lapse, at the time or times provided in
Section 4 hereof.

                (a)     Continuous Employment through December 31, 2003. Except
as otherwise provided in Sections 2(c), 2(d) or 2(e) below, this option may not
be exercised to any extent prior to December 31, 2003. If Employee remains in
the continuous employment of the Company at all times from the Date of Grant
through and including December 31, 2003, this option shall vest and become
exercisable from and after January 1, 2004, through the date of lapse of this
option under Section 4, to the extent of the product of (i) the total shares
awarded hereunder, multiplied by (ii) the Performance Percentage. For purposes
of this option, the "Performance Percentage" shall be the percentage calculated
in accordance with the following table based on the highest Stock Price Target
(as determined below) achieved with respect to the Company's Common Stock at any
time during the period beginning on January 1, 2001, and ending December 31,
2003:

                  Stock Price             Performance
                    Target                 Percentage
                  -----------------------------------
                  Less than  $21.30             0%
                  $21.30 to $24.329            20%
                  $24.33 to $27.649            40%
                  $27.65 to $31.249            60%

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                 $31.25 to $35.149            80%
                 $35.15 or higher            100%

For purposes of this option, a "Stock Price Target" will be deemed to have been
achieved at a particular level only if the closing price per share of the
Company's Common Stock, in consolidated reporting for securities listed on the
New York Stock Exchange, is within the price range specified in the table above
for such level for not less than 60 trading days during any period of 90
consecutive trading days, as reported in the Wall Street Journal.

                (b)     Voluntary Resignation or Termination by Company for
Cause prior to January 1, 2004. In the event of Employee's termination of
employment with the Company or any subsidiary at any time after the Date of
Grant and prior to January 1, 2004, by reason of Employee's voluntary
resignation or a termination of Employee's employment by the Company for Cause
(as defined in Section 4(d) below), this option shall immediately become
cancelled and forfeited upon the effective date of such termination.

                (c)     Termination of Employment due to Death or Permanent
Total Disability prior to January 1, 2004. In the event of Employee's
termination of employment with the Company or any subsidiary at any time after
the Date of Grant and prior to January 1, 2004, by reason of Employee's death or
permanent total disability (as defined in Section 4(d) below), this option shall
vest and become exercisable as of the date of such termination through the date
of lapse of this option under Section 4(a)(ii) hereof, to the extent of the
product of (i) the total shares awarded hereunder, multiplied by (ii) the
Performance Percentage, except that for purposes of this Section 2(c), the
Performance Percentage shall be determined based on the highest Stock Price
Target achieved with

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respect to the Company's Common Stock at any time during the period beginning on
January 1, 2001, and ending on the effective date of Employee's termination of
employment due to death or permanent total disability.

                (d)     Termination of Employment by the Company without Cause
prior to January 1, 2004. In the event of Employee's termination of employment
with the Company or any subsidiary at any time after the Date of Grant and prior
to January 1, 2002, by reason of a termination by the Company without Cause,
this option shall immediately become cancelled and forfeited upon the effective
date of such termination. In the event of Employee's termination of employment
with the Company or any subsidiary at any time after December 31, 2001, and
prior to January 1, 2004, by reason of a termination by the Company without
Cause, this option shall vest and become exercisable as of the date of such
termination through the date of lapse of this option under Section 4(a)(ii)
hereof to the extent of the product of (i) the total shares awarded hereunder
multiplied by (ii) the Performance Percentage, except that for purposes of this
Section 2(d), the Performance Percentage shall be determined based on the
highest Stock Price Target achieved with respect to the Company's Common Stock
at any time during the period beginning on January 1, 2001, and ending on the
effective date of Employee's termination by the Company without Cause.

                (e)     Change of Control prior to January 1, 2004. In the event
of a Change of Control of the Company (as defined below) at any time after the
Date of Grant and prior to January 1, 2004, provided Employee remains in the
continuous employment of the Company from the Date of Grant through and
including the effective date of such Change of Control, this option shall vest
and become exercisable as of the effective date of

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such Change of Control through the date of lapse of this option under Section 4,
to the extent of the product of (i) the total shares awarded hereunder
multiplied by (ii) the Performance Percentage, except that for purposes of this
Section 2(e), the Performance Percentage shall be the higher of (x) the
Performance Percentage determined based on the highest Stock Price Target
achieved with respect to the Company's Common Stock at any time during the
period beginning on January 1, 2001, and ending on the effective date of the
Change of Control, or (y) the Performance Percentage determined as if the Stock
Price Target was deemed to have been reached at an amount equal to the fair
market value of the aggregate consideration paid with respect to a share of the
Company's Common Stock in connection with such Change of Control. For purposes
of this option, "Change of Control" shall mean a Change of Control as defined in
Section 8 of the Plan, except that in the event the Company is combined (by
merger, share exchange, consolidation, or otherwise) with another corporation as
described in Section 8(c) of the Plan, no such transaction shall be considered a
Change of Control for purposes of this option in the event (1) Employee is
appointed or identified as the Chief Executive Officer of the combined or
resulting corporation, or any related corporation (collectively, the "Resulting
Entity") at or prior to the closing date of such transaction, and (2) Employee
has agreed, in writing or otherwise, to be or become the Chief Executive Officer
of the Resulting Entity. In the event of a Change of Control of the Company
prior to January 1, 2004, this Section 2(e) shall be the exclusive provision
under this option for determining the number of shares with respect to which
this option shall vest and become exercisable, it being understood that
following such Change of Control, no additional shares shall vest or become
exercisable under any of the remaining provisions of this Section 2 regardless
of whether and to what extent

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Employee remains in the employment of the Company or of any continuing or
surviving entity.

                (f)     Continuous Employment through December 31, 2007. To the
extent Employee remains in the continuous employment of the Company at all times
from the Date of Grant through and including December 31, 2007, this option
shall vest and become exercisable as to that portion of the total shares awarded
hereunder that did not previously vest and become exercisable in accordance with
Section 2(a) hereof, from and after December 31, 2007, through the date of lapse
of this option under Section 4.

                (g)     No Vesting following Termination of Employment.
Following a termination of Employee's employment with the Company or a
subsidiary for any reason, any shares that shall not have become vested and
exercisable under this Section 2 on or prior to the effective date of Employee's
termination of employment shall be cancelled and forfeited from and after
effective time of such termination.

                (h)     Employment. For purposes of this option, "employment"
shall mean the performance of services for the Company or a subsidiary as an
employee for federal income tax purposes. Employee's employment shall be deemed
to have terminated upon an actual termination of service with the Company or one
of its subsidiaries. Employee's employment with the Company or one of its
subsidiaries shall not be deemed to have terminated if the Employee takes any
military leave, sick leave, or other bona fide leave of absence approved by the
Company.

                3.      LIMITATIONS ON TRANSFERS OF SHARES

                (a)     Notwithstanding anything to the contrary herein whether
express or implied, Employee (and any transferee of this option under Section 6)
agrees not to,

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directly or indirectly, by operation of law or otherwise, voluntarily or
involuntarily, anticipate, alienate, attach, sell, assign, pledge, encumber,
charge or otherwise transfer (collectively, a "Transfer"), other than to a
Permitted Transferee as described in Section 3(b) below, any of the shares of
Common Stock that may be purchased hereunder prior to December 31, 2003. After
December 31, 2003, Employee and the Company agree that Employee (or any
transferee of this option under Section 6), may Transfer any shares purchased
hereunder, subject to compliance with all applicable requirements of federal,
state and foreign law with respect to such securities, subject to the following
limits: (1) Employee may not Transfer more than 50% of the total shares which
shall have vested and become exercisable under Section 2 hereof after December
31, 2003 but prior to December 31, 2004; (2) Employee may not Transfer more than
75% of the total shares which shall have vested and become exercisable under
Section 2 hereof on or after December 31, 2004 but prior to December 31, 2005;
and (3) after December 31, 2005, Employee may Transfer 100% of the total shares
which shall have vested and become exercisable under Section 2 hereof. The
Company and Employee expressly agree and acknowledge that the limitations set
forth in this Section 3 shall not apply to a Transfer pursuant to or following a
Change of Control of the Company.

                (b)     Employee shall be allowed to Transfer any of the shares
of Common Stock that may be purchased hereunder without regard to the
limitations set forth in Section 3(a) hereof to the extent such Transfer is to a
Permitted Transferee, but only to the extent the Permitted Transferee shall have
agreed in writing to be bound by the limitations on Transfers set out in Section
3(a) hereof. For purposes of this option, a "Permitted

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Transferee" means members of the Employee's immediate family or trusts or family
partnerships for the benefit of such persons.

                4.      LAPSE OF OPTION

                (a)     This option may not be exercised, whether or not then
vested and exercisable, and shall forever lapse as follows:

                (i)     in the event of a termination of Employee's employment
        with the Company or a subsidiary at any time after the Date of Grant and
        prior to January 1, 2004, by reason of Employee's voluntary resignation
        or a termination by the Company for Cause, this option shall become
        cancelled and forfeited in its entirety immediately upon the effective
        time of such termination of employment.

                (ii)    in the event of a termination of Employee's employment
        with the Company or a subsidiary at any time after the Date of Grant and
        prior to January 1, 2004, by reason of Employee's death, permanent total
        disability, a termination by the Company without Cause, or for any other
        reason (other than by reason of Employee's voluntary resignation or a
        termination by the Company for Cause), this option shall remain
        exercisable (but only to the extent of the number of shares that become
        vested and exercisable under Sections 2(c) or (d) hereof), during the
        period beginning on the effective date of such termination and ending as
        follows: (1) this option shall lapse as to 50% of the total shares with
        respect to which this option shall have vested and become exercisable
        under Section 2 hereof on June 30, 2004 (or, if earlier, six months
        after the first date on which such shares may be subject to a Transfer
        under Section 3 hereof); (2) this option shall lapse as to an additional
        25% of the total shares with respect to which this option shall have
        vested and

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        become exercisable under Section 2 hereof on June 30, 2005 (or, if
        earlier, six months after the first date on which such shares may be
        subject to a Transfer under Section 3 hereof); and (3) this option shall
        lapse as to all of the remaining shares with respect to which this
        option shall have vested and become exercisable under Section 2 hereof
        on June 30, 2006 (or, if earlier, six months after the first date on
        which such shares may be subject to a Transfer under Section 3 hereof);

                (iii)   in the event of a termination of Employee's employment
        with the Company or a subsidiary for any reason after December 31, 2003,
        this option shall remain exercisable (but only to the extent of the
        number of shares that become vested and exercisable as of Employee's
        termination of employment under Section 2 hereof) during the period
        beginning on the effective date of such termination and ending on the
        earlier of (A) the expiration of the three (3) year "retirement" period
        beginning on the effective date of such termination of the Employee's
        employment or (B) on December 29, 2010; or

                (iv)    in the event of a Change of Control of the Company, this
        option shall lapse upon the effective date of the transaction giving
        rise to such Change of Control if this option is not assumed or
        substituted for by the successor to the Company; provided however that
        in the event of a lapse of this option under this Section 4(a)(iv), the
        Company further agrees to provide Employee, not later than ten (10)
        business days following the effective date of such Change of Control,
        with a cash payment (less applicable withholding taxes) in cancellation
        of this option in an amount equal to the excess, if any, of (A) the fair
        market value of a share of the Company's Common Stock (or the fair
        market value of the acquisition

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        consideration payable with respect to a share of the Company's Common
        Stock in connection with such Change of Control) on the effective date
        of the Change of Control, over (B) the exercise price per share as
        provided in Section 1 hereof, multiplied by the number of vested shares
        remaining available for exercise hereunder (determining after taking
        into account any acceleration of vesting as a result of such Change of
        Control pursuant to Section 2(e) hereof).

                (b)     Subject to earlier termination under Section 4(a)
hereof, this option may not be exercised under any circumstances (whether or not
then vested or exercisable) later than 5:00pm Central Standard Time on December
29, 2010.

                (c)     It is expressly agreed and understood that no additional
vesting of shares shall occur from and after the effective date of a termination
of Employee's employment with the Company or a subsidiary for any reason, it
being understood that the number of shares that may be purchased during any
post-termination exercise period under Sections 4(a)(ii) or (iii) shall be
limited to that number of shares that shall have become vested and exercisable
on or prior to the effective time of Employee's termination of employment as
provided in Section 2 hereof.

                (d)     For purposes of this option, Employee's "permanent total
disability" shall be determined in accordance with the established policies of
the Company applicable to officers and other key employees. For purposes of this
option, "Cause" shall mean the termination of Employee's employment with the
Company or one of its subsidiaries by reason of (1) an act of fraud,
embezzlement or theft in connection with the Employee's duties or in the course
of the Employee's employment; (2) unreasonable neglect or refusal by the
Employee to perform his duties (other than as a result of illness, accident or
other

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physical or mental incapacity), provided that (A) a demand for performance of
services has been delivered to the Employee by the Board of Directors of the
Company at least 60 days prior to such termination identifying the manner in
which such Board of Directors believes that the Employee has failed to perform
and (B) the Employee has thereafter failed to remedy such failure to perform;
(3) the engaging by the Employee in willful, reckless, or grossly negligent
misconduct which is or may be materially injurious to the Company or its
affiliates; or (4) the Employee's conviction of or plea of guilty or nolo
contendere to a felony.

                5.      METHOD OF EXERCISE

                (a)     The vested and exercisable portion of this option may be
exercised (to the extent not previously exercised) in whole or in part, at any
time and from time to time prior to the expiration of the term of this option,
by delivery of appropriate notice in writing to the Secretary of the Company and
accompanied by:

                (i)     a check payable to the order of the Company for the full
        purchase price of the shares purchased, and (ii) such other documents or
        representations as the Company may reasonably request in order to comply
        with securities, tax or other laws then applicable to the exercise of
        the option.

                (b)     Payment of the purchase price may be made in whole or in
part by the delivery of shares of Common Stock owned by the Employee (or by
certification of the Employee's ownership of such shares), valued at fair market
value (as determined under Section 10 of the Plan) on the date of exercise.
Shares may not be used for this purpose until the shares have been held by the
Employee for six months; provided that this holding

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period shall not apply if such shares were not acquired either directly or
indirectly from the Company. In addition, in the event shares of Common Stock of
the Company are registered under the Securities Exchange Act of 1934, and
subject to Section 3 hereof, payment of the option exercise price hereunder may,
in the sole discretion of the Company, also be made by delivering a properly
executed exercise notice to the Company together with a copy of irrevocable
instructions to an authorized broker to promptly deliver to the Company the
amount of sale or loan proceeds to pay the exercise price. To facilitate the
foregoing, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms. No such exercise shall be permitted hereunder to
the extent involving any brokerage firm other than a brokerage firm so
designated by the Company in its sole discretion.

                (c)     The exercise of this option is conditioned upon, and the
Company shall have no obligation to issue or deliver any shares hereunder prior
to, the Employee making arrangements satisfactory to the Company relating to any
required federal, state, local and foreign withholding taxes attributable to
such exercise. Further, the Company and its subsidiaries shall, to the extent
permitted by law, have the right, but not the obligation, to deduct any such
taxes from any payment of any kind, whether or not under the Plan, otherwise due
to Employee, and/or deduct from the shares issuable upon the exercise of this
option, or receive from the Employee shares having a fair market value
(determined at the time of such withholding) in an amount equal to all or any
part of the federal, state, local and/or foreign withholding taxes then due. The
fair market value of any shares withheld or tendered to satisfy any such tax
withholding obligation shall not

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exceed the amount due as determined by the applicable minimum statutory
withholding rates.

                6.      NON-TRANSFERABILITY; DEATH

                (a)     Except as otherwise provided in Section 6(b), this
option is not transferable by the Employee otherwise than by will or the laws of
descent and distribution and is exercisable during the Employee's lifetime only
by the Employee. If the Employee dies during the option period, this option may
be exercised in whole or in part and from time to time, in the manner described
in Section 5 hereof, by the Employee's estate or the person to whom the option
passes by will or the laws of descent and distribution, but only within the
period specified in Section 4 hereof. Any shares of Common Stock so acquired
following Employee's death will be subject to all of the terms and conditions
hereunder, including but not limited to the restrictions on Transfers set out in
Section 3 hereof.

                (b)     This option may be transferred, in whole or in part, at
any time during its term, to a Permitted Transferee, subject to all of the terms
and conditions set forth in this option, including but not limited to the
restrictions on Transfers of shares that may be acquired hereunder under Section
3.

                7.      SECURITIES COMPLIANCE.

                The issuance of shares upon exercise of this option shall be
subject to compliance with all applicable requirements of federal, state and
foreign law with respect to such securities. As a condition to the exercise of
this option, the Company may require the Employee to satisfy any qualifications
that may be necessary or appropriate, to evidence compliance with any applicable
law or regulation and to make any

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representation or warranty with respect thereto as may be requested by the
Company. Any shares issued in connection with an exercise of this option may be
inscribed with such legends as may be required to comply with the Securities Act
of 1933, as amended and applicable state securities or other laws, as well as a
legend referencing the transfer restrictions set forth in Section 3 hereof. The
Employee shall have no interest in shares covered by this option until
certificates for the shares are issued.

                8.      MISCELLANEOUS PROVISIONS

                (a)     Incorporation of Plan Provisions. This option is made
pursuant to the Plan and is subject to all the terms and provisions of the Plan
as if the same were fully set forth herein. Notwithstanding anything in this
agreement to the contrary, to the extent of any conflict between the terms of
the Plan and this option, the terms of this option shall control. Terms not
otherwise defined in this option shall have the meanings set forth for such
terms in the Plan.

                (b)     Integrated Agreement. This option and the Plan
constitute the entire understanding and agreement between the Employee and the
Company with respect to the subject matter contained herein and supersedes any
prior agreements, understandings, restrictions, representations, or warranties
between the Employee and the Company with respect to such subject matter other
than those as set forth or provided for herein. To the extent contemplated
herein, the provisions of this agreement shall survive any exercise of this
option and shall remain in full force and effect.

                (c)     Governing Law. This option shall be governed by and
construed in accordance with the laws of the State of Illinois without regard to
conflict of law principles.

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                (d)     Headings. The headings are intended only for convenience
in finding the subject matter and do not constitute part of the text of this
agreement and shall not be considered in the interpretation of this option.

                (e)     Saving Clause. If any provision(s) of this agreement
shall be determined to be illegal or unenforceable, such determination shall in
no manner affect the legality or enforceability of any other provision hereof.

                (f)     Notices. All notices, requests, consents and other
communications shall be in writing and be deemed given when delivered
personally, by e-mail or facsimile transmission or when received if mailed by
first class registered or certified mail, postage prepaid. Notices to the
Company or the Employee shall be addressed to such address or addresses as may
have been furnished by such party in writing to the other.

                (g)     Benefit and Binding Effect. This agreement shall be
binding upon and shall inure to the benefit of the parties hereto, their
respective successors, permitted assigns, and legal representatives. The Company
has the right to assign this agreement, and such assignee shall become entitled
to all the rights of the Company hereunder to the extent of such assignment.

                                      * * *

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                IN WITNESS WHEREOF, the Company has caused the execution hereof
by its duly authorized officer and Employee has agreed to the terms and
conditions of this option, all as of the date first above written.

                                        BELL & HOWELL COMPANY

                                        By
                                          --------------------------------------
                                                William Oberndorf
                                                Chairman, Compensation Committee
                                                Board of Directors
                                                Bell & Howell Company

                                        By
                                          --------------------------------------
                                                Linda Longo-Kazanova
                                                Vice President, Human Resources

                                        EMPLOYEE

                                        -----------------------------------
                                                James Roemer

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