VON HOFFMANN HOLDINGS INC
10.16
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>mv_ex10-16.txt
<DESCRIPTION>10.16
<TEXT>
                                                                 Exhibit 10.16

                                Terms of Service
                                       of
                            Harold Layman ("Layman")
                            ------------------------


Scope                            o          Independent director of Von Hoffmann
                                            Holdings Inc. ("Holdings") and Von
                                            Hoffmann Corporation ("Company").

                                 o          Chairman of Audit Committees of each
                                            of Holdings' and Company Board of
                                            Directors.

                                 o          Layman may also be asked to serve as
                                            a member of other committees
                                            (including compensation) of the
                                            Boards of Directors of Holdings and
                                            Company.

                                 o          It is anticipated that the scope of
                                            Layman's duties as Chairman of each
                                            of Holdings' and Company's Audit
                                            Committee will require Layman to
                                            dedicate at least 20-30 days per
                                            annum to these activities.

                                 o          Layman will be expected to attend or
                                            participate in all regular and
                                            special meetings of Holdings' and
                                            Company's Board of Directors.
                                            Currently, Company holds one regular
                                            Board of Directors' meeting per
                                            fiscal quarter.


Fees & Expenses                  o          Layman will be reimbursed for
                                            reasonable out-of-pocket expenses he
                                            incurs in connection with his
                                            serving as a director of Holdings
                                            and Company, as Chairman of each of
                                            Holdings' and Company's Audit
                                            Committee and as a member of any
                                            other committee of Holdings or
                                            Company, including travel expenses
                                            incurred to attend meetings incident
                                            to his duties, in accordance with
                                            the standard practices of Holdings
                                            and Company.

                                 o          As compensation for his serving
                                            Holdings and Company as described
                                            above, and for as long as he
                                            continues to serve as a director of
                                            Holdings or Company, Layman will
                                            receive an annual retention fee
                                            equal to $50,000, payable in equal
                                            quarterly installments on the first
                                            day of each fiscal quarter;
                                            provided, however, that the
                                            retention fee for 2003 shall be
                                            $54,167 and that Layman will receive
                                            the first installment of such fiscal
                                            year 2003 retainer, which shall


<PAGE>
                                            equal $16,667 (with the remain
                                            quarterly installments for 2003 each
                                            equalling $12,500), on the date on
                                            which he is appointed formally as a
                                            director of Holdings and Company,
                                            which is expected to occur prior to
                                            January 15, 2003.

                                 o          Currently, neither Holdings nor
                                            Company pays any special "meeting"
                                            fees to any of its respective
                                            directors. To the extent payment of
                                            such "meeting" fees is implemented
                                            by Holdings or Company, Layman will
                                            be entitled to receive the same in
                                            addition to the $50,000 annual
                                            retainer set forth above.

Stock Options                    o          Within 30 days of his appointment as
                                            a director of Holdings and Company,
                                            Layman will be granted options to
                                            purchase 50,000 shares of Holdings
                                            common stock at an exercise equal to
                                            $1.00 per share. These options will
                                            be granted pursuant and be subject
                                            to Holdings' stock option plan.

                                 o          In addition to the foregoing stock
                                            options, Holdings may, at the
                                            discretion of its Board of
                                            Directors, issue Layman additional
                                            stock options from time to time.


Implementation &
 Term of Service                 o          Each of Holdings and Company will
                                            cause its respective Boards of
                                            Directors and stockholders to cause
                                            Layman to be appointed as a director
                                            of Holdings and Company as soon as
                                            practicable and to adopt resolutions
                                            approving and implementing the terms
                                            set fort herein.

                                 o          Layman will serve as a director of
                                            Holdings and Company on an annual
                                            basis, subject to his removal in
                                            accordance with applicable law and
                                            the organizational documents of
                                            Holdings or Company, or his earlier
                                            death, permanent disability or
                                            resignation. To the extent Layman
                                            wishes to resign as a director of
                                            Holdings and/or Company, he will
                                            provide Holdings and/or Company, as
                                            applicable, at least 30 days' prior
                                            written notice of his desire to so
                                            resign.


                                       2
<PAGE>
                                                                       ANNEX B

                        POTENTIAL INVESTMENT OPPORTUNITY
                        --------------------------------



Offer:                           At such later time approved by the Board of
                                 Directors of Holdings, Harold Layman ("Layman")
                                 will be afforded the opportunity to purchase at
                                 least 100,000, but not more than 500,000,
                                 shares of common stock of Holdings; provided
                                 that Layman will only be able to purchase such
                                 shares so long as any such purchase would not
                                 adversely "affect" Layman being considered an
                                 "independent" director under any applicable law
                                 or applicable rule of the SEC or any other
                                 applicable regulatory body or governmental
                                 agency.


Transfer Restrictions/
Repurchase Right:                The ability of Layman to transfer any shares of
                                 Holdings common stock so purchased will be
                                 subject to restrictions substantially similar
                                 to the transfer restrictions (including as to
                                 rights of first offer and tag-along rights) to
                                 which "management" stockholders of Holdings are
                                 presently subject.

                                 Shares of Holdings common stock so purchased by
                                 Layman will also be subject to drag-along
                                 rights in favor of DLJ Merchant Banking
                                 Partners II, L.P.

                                 To the extent Layman is no longer serving as a
                                 director of Holdings or Von Hoffmann
                                 Corporation, Holdings will have to the ability
                                 to purchase shares of Holdings common stock
                                 owned by Layman, which buy-back right will be
                                 substantially similar to the one that Holdings
                                 presently has with respect to shares of
                                 Holdings common stock owned by the "management"
                                 stockholders of Holdings.


Documentation:                   Any such purchase of Holdings common stock by
                                 Layman will be effected pursuant to a stock
                                 purchase agreement satisfactory to Holdings,
                                 which shall include, among other things,
                                 investor-suitability representations from
                                 Layman, and provisions setting forth the
                                 transfer restrictions and buy-back rights
                                 described above.



                                       3

</TEXT>
</DOCUMENT>
