S-8

As filed with the Securities and Exchange Commission on June 30, 2008

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

VALASSIS COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	38-2760940
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number.)

19975 Victor Parkway

Livonia, Michigan 48152

(734) 591-3000

(Address of Principal Executive Offices, including Zip Code

and Telephone Number)

VALASSIS COMMUNICATIONS, INC. 2008 OMNIBUS INCENTIVE COMPENSATION PLAN

(Full Title of the Plan)

Todd L. Wiseley, Esq.

Valassis Communications, Inc.

19975 Victor Parkway

Livonia, Michigan 48152

(734) 591-3000

(Name, Address, including Zip Code, and Telephone Number,

including Area Code, of Agent for Service)

Copies to:

Amy S. Leder, Esq.

McDermott Will & Emery LLP

340 Madison Avenue

New York, New York 10173

(212) 547-5400

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)(2)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.01 per share	5,746,533 shares(3)	$13.38(4)	N/A	N/A
Common Stock, par value $0.01 per share	943,000 shares(5)	$11.69(6)	N/A	N/A
Common Stock, par value $0.01 per share	28,700 shares(5)	$14.21(6)	N/A	N/A
Common Stock, par value $0.01 per share	550,000 shares(5)	$16.18(6)	N/A	N/A
Total (2)	7,268,233 shares	N/A	N/A	N/A

(1) This Registration Statement also covers (i) any additional shares of Registrant’s common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without Registrant’s receipt of consideration which results in an increase in the number of outstanding shares of Registrant’s common stock and (ii) any associated preferred stock purchase rights granted under any rights plan relating to the shares above.

(2) As described in the Explanatory Note on page 2 of this Registration Statement, the number of shares of common stock registered hereby consists of 7,268,233 shares (the “Carried Forward Shares”), which represents (a) 44,500 shares that were previously available for issuance under the Valassis Communications, Inc. 2005 Executive Restricted Stock Plan (the “2005 Executive Plan”) and registered pursuant to the Registrant’s Registration Statement on Form S-8, filed with the United States Securities and Exchange Commission (the “SEC”) on September 7, 2005 (File No. 333-128158), (b) 4,085 shares that were previously available for issuance under the Valassis Communications, Inc. 2005 Employee and Director Restricted Stock Award Plan (the “2005 Employee and Director Plan”) and registered pursuant to the Registrant’s Registration Statement on Form S-8, filed with the SEC on September 7, 2005 (File No. 333-128158), (c) 210,930 shares that were previously available for issuance under the Valassis Communications, Inc. Broad-Based Incentive Plan (the “Broad-Based Plan”) and registered pursuant to the Registrant’s Registration Statement on Form S-8, filed with the SEC on September 7, 2005 (File No. 333-128158), (d) 8,718 shares that were previously available for issuance under the Valassis Communications, Inc. 2002 Long-Term Incentive Plan (the “2002 Plan”) and registered pursuant to the Registrant’s Registration Statement on Form S-8, filed with the SEC on March 27, 2003 (File No. 333-104072), and (e) 7,000,000 shares that were previously available for issuance under the ADVO, Inc. 2006 Incentive Compensation Plan, as amended (the “ADVO Plan” and, together with the 2005 Executive Plan, the 2005 Employee and Director Plan, the Broad-Based Plan and the 2002 Plan, the “Prior Plans”) and registered pursuant to the Registrant’s Registration Statement on Form S-8, filed with the SEC on May 7, 2007 (File No. 333-142661).

The Registrant is concurrently filing with the SEC post-effective amendments to the Registration Statements on Form S-8 specified in clauses (a) through (e) above deregistering the Carried Forward Shares under the Prior Plans, as applicable. Pursuant to Interpretation 89 under Section G of the Manual of Publicly Available Telephone Interpretations of the Division of Corporation Finance of the SEC (July 1997) and Instruction E to the General Instructions to Form S-8, the Registrant has carried forward the registration fee for the Carried Forward Shares. Therefore, no further registration fee is required.

(3) Represents the remaining pool of shares available for grant under the Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan.

(4) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended (the “Securities Act”) based on the average of the high and low prices of the securities being registered hereby on the New York Stock Exchange LLC on June 25, 2008.

(5) Represents shares of common stock subject to outstanding options under the Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan.

(6) Calculated based on the option exercise price in accordance with Rule 457(h) under the Securities Act.

EXPLANATORY NOTE

The stockholders of Valassis Communications, Inc. (the “Registrant,” the “Company” or “Valassis”) approved the Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan (the “Plan”) on April 24, 2008 (the “Stockholder Approval Date”). The Plan provides that shares remaining available for grants under the (i) Valassis Communications, Inc. 2005 Executive Restricted Stock Plan (the “2005 Executive Plan”), (ii) Valassis Communications, Inc. 2005 Employee and Director Restricted Stock Award Plan (the “2005 Employee and Director Plan”), (iii) Valassis Communications, Inc. Broad-Based Incentive Plan (the “Broad-Based Plan”), (iv) Valassis Communications, Inc. 2002 Long-Term Incentive Plan (the “2002 Plan”), and (v) ADVO, Inc. 2006 Incentive Compensation Plan, as amended (the “ADVO Plan” and, together with the 2005 Executive Plan, the 2005 Employee and Director Plan, the Broad-Based Plan and the 2002 Plan, the “Prior Plans”) as of the Stockholder Approval Date are available for grants under the Plan. The Company’s authority to grant new awards under the 2005 Executive Plan, the 2005 Employee and Director Plan, the Broad-Based Plan and the 2002 Plan terminated upon stockholder approval of the Plan.

The purpose of this Registration Statement is to carry forward 7,268,233 shares of the Company’s common stock remaining available for future grant as of the Stockholder Approval Date under the Prior Plans (the “Carried Forward Shares”) to this Registration Statement. The Carried Forward Shares were previously registered under the Registration Statements on Form S-8 set forth in footnote (2) to the “Calculation of Registration Fee” table on the cover page of this Registration Statement. The aggregate registration fee paid with respect to the registration of the Carried Forward Shares on such Registration Statements was approximately $5,290.58.

The Company is concurrently filing with the SEC post-effective amendments to the Registration Statements on Form S-8 set forth in footnote (2) to the “Calculation of Registration Fee” table on the cover page of this Registration Statement deregistering the Carried Forward Shares under the Prior Plans, as applicable. In accordance with the principles set forth in Interpretation 89 under Section G of the Manual of Publicly Available Telephone Interpretations of the SEC’s Division of Corporation Finance (July 1997) and Instruction E to the General Instructions to Form S-8, this Registration Statement is hereby filed to carry forward the Carried Forward Shares and the $5,290.58 aggregate registration fee previously paid with respect to the registration of those shares.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

As permitted by the rules of the SEC, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan as required by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). These documents are not being filed with the SEC as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

The following documents of the Company, each as filed with the SEC, are incorporated as of their respective dates in this Registration Statement by reference:

(a) Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 001-10991) filed with the SEC on February 29, 2008 (except to the extent updated by the Current Report on Form 8-K filed with the SEC on May 23, 2008);

(b) Current Report on Form 8-K (File No. 001-10991) filed with the SEC on May 23, 2008 (which contains updated historical financial statements which reclassify the segment footnote to such historical financial statements to reflect a change in segment reporting);

(c) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2007;

(d) The description of the Company’s common stock contained in the Registration Statement on Form 8-A filed with the SEC on January 23, 1992 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description; and

(e) The description of the Company’s Series A Junior Preferred Stock Purchase Rights contained in the Registration Statement on Form 8-A filed with the SEC on September 27, 1999 under Section 12(b) of the Exchange Act, as amended by Registration Statements on Form 8-A/A filed with the SEC on November 8, 1999, October 14, 2003 and January 8, 2007, including any other amendments or reports filed for the purpose of updating such description.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act shall be deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from the respective date of filing of each of those reports or documents until the filing of a post-effective amendment to this Registration Statement which indicates either that all securities offered by this Registration Statement have been sold or which deregisters all of the securities under this Registration Statement then remaining unsold.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The Company’s Secretary, Todd L. Wiseley, Esq., has passed upon the validity of the shares of the Company’s common stock to be issued under the Plan, which opinion is included herewith as Exhibit 5.1. Mr. Wiseley beneficially owned as of June 30, 2008 approximately 25,651 shares of the Company’s common stock, which includes currently exercisable options to purchase 24,080 shares of the Company’s common stock. Mr. Wiseley is eligible to participate in the Plan.

Item 6. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware (the “Delaware Law”) permits a Delaware corporation to indemnify any persons who were or are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer or director acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the corporation’s best interests, and, for criminal proceedings, had no reasonable cause to believe his/her conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the

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corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him/her against the expenses which such officer or director actually and reasonably incurred.

In accordance with the Delaware Law, the Restated Certificate of Incorporation of the Company contains a provision to limit the personal liability of the directors for violations of their fiduciary duty. This provision eliminates each director’s liability to the Company or its respective stockholders for monetary damages except (i) for any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law or any amendment thereto or successor provision thereto, or (iv) for any transaction from which a director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence.

The Company’s Restated Certificate of Incorporation and Amended and Restated By-Laws provide for indemnification to its directors and such of its officers, employees and agents as the Board of Directors may determine, from time to time, to the fullest extent permitted by Section 145 of the Delaware Law.

The Company has obtained directors and officers liability insurance coverage. The policy insures directors and officers of the Company against losses arising from claims made against such directors or officers by reason of certain wrongful acts (as defined), such as errors, misstatements, misleading statements, acts, omissions, negligence or breaches of duty, but does not insure such persons against losses arising from claims made against such directors or officers for the return of certain unauthorized remunerations, for violations of Section 16(b) of the Exchange Act and for violations of similar laws and certain other matters.

The above discussion of the Delaware Law and the Company’s Restated Certificate of Incorporation and Amended and Restated By-Laws is not intended to be exhaustive and is qualified in its entirety by such statute, the Restated Certificate of Incorporation and the Amended and Restated By-Laws.

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.

Exhibit No.	Description
4.1	Indenture, dated as of January 12, 1999, between Valassis and The Bank of New York, as trustee, relating to the 6 5/8% Senior Notes due 2009 (incorporated by reference to Exhibit 4.1 to Valassis’ Registration Statement on Form S-4 (SEC File No. 333-75041) filed on March 25, 1999).
4.2	First Supplemental Indenture, dated as of March 9, 1999, between Valassis and The Bank of New York, as trustee, to the Indenture, dated as of January 12, 1999 (incorporated by reference to Exhibit 4.1(a) to Valassis’ Registration Statement on Form S-4 (SEC File No. 333-75041) filed on March 25, 1999).
4.3	Second Supplemental Indenture, dated as of March 2, 2007, between Valassis and The Bank of New York Trust Company, N.A., as trustee, to the Indenture, dated as of January 12, 1999 (incorporated by reference to Exhibit 4.3 to Valassis’ Form 8-K (SEC File No. 001-10991) filed on March 8, 2007).
4.4	Indenture dated as of May 22, 2003, between Valassis and BNY Midwest Trust Company, as trustee, relating to the Senior Convertible Notes due 2033 (incorporated by reference to Exhibit 4.1 to Valassis’ Registration Statement on Form S-3 (SEC File No. 333-107787) filed on August 8, 2003).
4.5	First Supplemental Indenture, dated as of March 2, 2007, between Valassis and BNY Midwest Trust Company, as trustee, to the Indenture, dated as of May 22, 2003 (incorporated by reference to Exhibit 4.4 to Valassis’ Form 8-K (SEC File No. 001-10991) filed on March 8, 2007).
4.6	Indenture, dated as of March 2, 2007, by and among Valassis, the Subsidiary Guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 8 1/4% Senior Notes due 2015 (incorporated by reference to Exhibit 4.1 to Valassis’ Form 8-K (SEC File No. 001-10991) filed on March 8, 2007).
4.7	Rights Agreement, dated as of September 1, 1999, between Valassis and The Bank of New York, as rights agent (incorporated by reference to Exhibit 99.1 to Valassis’ Form 8-A (SEC File No. 001-10991) filed on September 27, 1999).
4.8	Amendment No. 1, dated as of October 10, 2003, to the Rights Agreement, dated as of September 1, 1999, between Valassis and National City Corporation, as rights agent (incorporated by reference to Exhibit 2 to Valassis’ Form 8-A/A (SEC File No. 011-10991) filed on October 14, 2003).
4.9	Amendment No. 2, dated as of January 5, 2007, to the Rights Agreement, dated as of September 1, 1999, as amended on October 10, 2003, between Valassis and National City Corporation, as rights agent (incorporated by reference to Exhibit 4.1 to Valassis’ Form 8-K (SEC File No. 001-10991) filed on January 8, 2007).
5.1	Opinion of Todd L. Wiseley, Esq., Secretary of Valassis Communications, Inc., dated June 30, 2008, as to the legality of the securities being offered.
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm.

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23.2	Consent of Todd L. Wiseley, Esq. (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature page to this Registration Statement).
99.1	Form of Non-Qualified Stock Option Agreement for Executive Officers and Directors under the Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan.
99.2	Form of Restricted Stock Agreement for Executive Officers and Directors under the Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan.

Item 9. Undertakings.

The Company hereby undertakes:

(a) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(1) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(2) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(3) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1) and (a)(2) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(b) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offer thereof.

(c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The Company hereby undertakes that, for the purpose of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration

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statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Livonia, State of Michigan, on the 30th day of June, 2008.

VALASSIS COMMUNICATIONS, INC.
By:	/s/ Alan F. Schultz
	Alan F. Schultz President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Alan F. Schultz, Robert L. Recchia and Todd L. Wiseley, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorney-in-fact and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act and any requirements of the SEC in respect thereof, in connection with the filing with the SEC of this Registration Statement on Form S-8 under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the SEC, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorney-in-fact and agent, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	Title	Date
/s/    Joseph B. Anderson, Jr.         Joseph B. Anderson, Jr.	Director	June 30, 2008
/s/    Patrick F. Brennan         Patrick F. Brennan	Director	June 30, 2008
/s/    Kenneth V. Darish         Kenneth V. Darish	Director	June 30, 2008
Walter H. Ku	Director	June 30, 2008

SIGNATURE	Title	Date
/s/    Robert L. Recchia         Robert L. Recchia	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	June 30, 2008
/s/    Marcella A. Sampson         Marcella A. Sampson	Director	June 30, 2008
/s/    Alan F. Schultz         Alan F. Schultz	President, Chief Executive Officer and Director (Principal Executive Officer)	June 30, 2008
/s/    Wallace S. Snyder         Wallace S. Snyder	Director	June 30, 2008
/s/    Faith Whittlesey         Faith Whittlesey	Director	June 30, 2008

EXHIBIT INDEX

Exhibit No.	Description
4.1	Indenture, dated as of January 12, 1999, between Valassis and The Bank of New York, as trustee, relating to the 6 5/8% Senior Notes due 2009 (incorporated by reference to Exhibit 4.1 to Valassis’ Registration Statement on Form S-4 (SEC File No. 333-75041) filed on March 25, 1999).
4.2	First Supplemental Indenture, dated as of March 9, 1999, between Valassis and The Bank of New York, as trustee, to the Indenture, dated as of January 12, 1999 (incorporated by reference to Exhibit 4.1(a) to Valassis’ Registration Statement on Form S-4 (SEC File No. 333-75041) filed on March 25, 1999).
4.3	Second Supplemental Indenture, dated as of March 2, 2007, between Valassis and The Bank of New York Trust Company, N.A., as trustee, to the Indenture, dated as of January 12, 1999 (incorporated by reference to Exhibit 4.3 to Valassis’ Form 8-K (SEC File No. 001-10991) filed on March 8, 2007).
4.4	Indenture dated as of May 22, 2003, between Valassis and BNY Midwest Trust Company, as trustee, relating to the Senior Convertible Notes due 2033 (incorporated by reference to Exhibit 4.1 to Valassis’ Registration Statement on Form S-3 (SEC File No. 333-107787) filed on August 8, 2003).
4.5	First Supplemental Indenture, dated as of March 2, 2007, between Valassis and BNY Midwest Trust Company, as trustee, to the Indenture, dated as of May 22, 2003 (incorporated by reference to Exhibit 4.4 to Valassis’ Form 8-K (SEC File No. 001-10991) filed on March 8, 2007).
4.6	Indenture, dated as of March 2, 2007, by and among Valassis, the Subsidiary Guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 8 1/4% Senior Notes due 2015 (incorporated by reference to Exhibit 4.1 to Valassis’ Form 8-K (SEC File No. 001-10991) filed on March 8, 2007).
4.7	Rights Agreement, dated as of September 1, 1999, between Valassis and The Bank of New York, as rights agent (incorporated by reference to Exhibit 99.1 to Valassis’ Form 8-A (SEC File No. 001-10991) filed on September 27, 1999).
4.8	Amendment No. 1, dated as of October 10, 2003, to the Rights Agreement, dated as of September 1, 1999, between Valassis and National City Corporation, as rights agent (incorporated by reference to Exhibit 2 to Valassis’ Form 8-A/A (SEC File No. 011-10991) filed on October 14, 2003).
4.9	Amendment No. 2, dated as of January 5, 2007, to the Rights Agreement, dated as of September 1, 1999, as amended on October 10, 2003, between Valassis and National City Corporation, as rights agent (incorporated by reference to Exhibit 4.1 to Valassis’ Form 8-K (SEC File No. 001-10991) filed on January 8, 2007).
5.1	Opinion of Todd L. Wiseley, Esq., Secretary of Valassis Communications, Inc., dated June 30, 2008, as to the legality of the securities being offered.
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm.

23.2	Consent of Todd L. Wiseley, Esq. (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature page to this Registration Statement).
99.1	Form of Non-Qualified Stock Option Agreement for Executive Officers and Directors under the Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan.
99.2	Form of Restricted Stock Agreement for Executive Officers and Directors under the Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan.

EX-5.1

[VALASSIS LETTERHEAD]

EXHIBIT 5.1

Valassis Communications, Inc. 19975 Victor Parkway Livonia, Michigan 48152 June 30, 2008

Re: 7,268,233 shares of common stock, $0.01 par value per share (the “Common Stock”), reserved for issuance pursuant to the Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan (the “Plan”)

Ladies and Gentlemen:

I have acted as counsel to Valassis Communications, Inc. (the “Company”) and am delivering this opinion in connection with the preparation and filing with the United States Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, with respect to 7,268,233 shares of Common Stock reserved for issuance pursuant to the Plan.

In arriving at the opinion expressed below I, or attorneys under my supervision, have examined the Registration Statement, the Plan, and such other documents as I have deemed necessary to enable me to express the opinion hereinafter set forth. In addition, I have examined and relied, to the extent I deemed proper, on certificates of officers of the Company as to factual matters, on the originals or copies certified or otherwise identified to my satisfaction of all such corporate records of the Company and such other instruments and certificates of public officials and other persons as I have deemed appropriate. In my examination, I have assumed the authenticity of all documents submitted to me as originals, the conformity to the original documents of all documents submitted to me as copies, and the genuineness of all signatures on documents reviewed by me and the legal capacity of natural persons.

Based upon and subject to the foregoing, I am of the opinion that the shares of Common Stock issuable under the Plan have been duly authorized and, when and to the extent issued, delivered and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

The foregoing opinion is limited to the Federal laws of the United Sates and the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws), and I express no opinion herein as to the laws of any other jurisdiction.

I hereby consent to all references to myself in the Registration Statement and to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Todd L. Wiseley, Esq.

Todd L. Wiseley, Esq.

Secretary

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of (i) our report dated February 29, 2008 (May 23, 2008 as to Note 12), relating to the financial statements and financial statement schedule of Valassis Communications, Inc. and subsidiaries (the “Company”) (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a change in the method of accounting for share-based payments to conform to Financial Accounting Standards Board (FASB) Statement No. 123R, Share-Based Payment, and the adoption of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes), and (ii) our report dated February 29, 2008, relating to the effectiveness of the Company’s internal control over financial reporting, appearing in Exhibit 99.1 of the Current Report on Form 8-K of Valassis Communications, Inc. dated May 23, 2008.

/s/ DELOITTE & TOUCHE LLP

Detroit, Michigan

June 30, 2008

EX-99.1

Exhibit 99.1

FORM OF

NON-QUALIFIED STOCK OPTION AGREEMENT

«Insert Date»

«FirstName» «LastName»

«Title»

Valassis Communications, Inc.

19975 Victor Parkway

Livonia, MI 48152

Dear Mr. / Ms. «LastName»:

This Agreement confirms the grant of a non-qualified stock option to you effective as of «Insert Date» (the “Grant Date”) under the Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan (the “Plan”), upon the following terms and conditions. Capitalized terms used in this Agreement, but not defined herein, shall have the meanings set forth in the Plan.

1. Grant of Option. Valassis Communications, Inc. (the “Company”) hereby grants to you an option (the “Option”) to purchase an aggregate of «Insert Share Amount» shares of Stock (the “Common Shares”) at a per share purchase price equal to                      Dollars and                      Cents ($XX.XX) (the “Purchase Price”), which represents the Fair Market Value of a Common Share on the Grant Date. This Option is a non-qualified stock option.

2. Times of Exercise and Term of the Option.

(a) Subject to Paragraph 3 hereof, the Option shall be vested and exercisable as follows, subject to you remaining continuously employed by the Company, a Subsidiary, or an Affiliate on the applicable vesting date:

[INSERT VESTING SCHEDULE]

(b) Notwithstanding the foregoing, the Option, to the extent unvested, shall become fully vested and exercisable (unless earlier terminated in accordance with their terms) upon:

(i) a Change in Control, if you remain continuously employed on the effective date of a Change in Control, or

«FirstName» «LastName»

«Insert Date»

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(ii) a termination of your employment under the following conditions:

(A) by reason of death or Disability (as “Disability” is defined in your employment agreement with the Company, a Subsidiary, or an Affiliate; if no “Disability” definition exists in your employment agreement (or no employment agreement exists), a Disability shall be deemed to occur if you are absent from your duties with the Company, a Subsidiary, or an Affiliate for a period of at least 180 days during any 12 month period as a result of incapacity due to a mental or physical illness, as determined solely in the discretion of the Committee);

(B) by the Company other than for Cause (as “Cause” is defined in your employment agreement with the Company, a Subsidiary, or an Affiliate; if no “Cause” definition exists in your employment agreement (or no employment agreement exists), Cause shall have the following meaning: (1) conviction of any felony or misdemeanor; (2) violation of any Company policy, including, but not limited to, the Company’s Drug and Alcohol policies, code of conduct, and/or employee handbook; (3) the commission of any act detrimental to the best interests or reputation of the Company; (4) the failure to follow the reasonable directives of your supervisory personnel; or (5) the failure to meet applicable performance standards);

(C) by you for Good Reason (if and only if termination for Good Reason is permitted under your employment agreement with the Company, a Subsidiary, or an Affiliate and only to the extent defined in your employment agreement); or

(D) by reason of your retirement under the Valassis Employees’ Retirement Savings Plan.

(c) If you choose to exercise the Option for less than the entire vested portion of the Option, you may exercise the remaining vested portion of the Option at any subsequent time or times during the term of the Option. The Option shall expire in its entirety on the                      anniversary of the Grant Date (the “Option Expiration Date”) subject to earlier termination as hereinafter provided in Paragraph 3 below. The Option shall not be exercised for fractional shares.

«FirstName» «LastName»

«Insert Date»

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3. Certain Exercise Requirements. The Option is exercisable by you only while you are in the employ of the Company, a Subsidiary, or an Affiliate, except that upon termination of your employment, the Option, to the extent vested and exercisable as of such termination, shall be exercisable by you for a period of six (6) months following the date of such termination, but in no event beyond the Option Expiration Date. Notwithstanding the foregoing, if your employment is terminated by the Company for Cause, the Option, whether or not vested and exercisable, shall be immediately forfeited by you, with no consideration due to you.

4. Manner of Exercise.

(a) To exercise this Option, you must follow the Company’s established exercise procedures. These procedures currently require an optionee to initiate their exercise by logging onto their account at www.retireonline.com or by calling JPMorgan at 1-800-345-2345. All Rule 144 or 16(b) officers should contact Mellon’s Executive Services Group at 1-800-851-1982 to initiate their exercise. Please direct any exercise inquiries to the Accounting Department (Mary Stencel, ext. 14953 or Linda Schalek, ext. 14976).

(b) In the event you choose not to do a “cashless exercise” (a simultaneous purchase and sale of the Common Shares underlying the vested portion of the Option) and, instead, choose to exercise the vested portion of the Option and hold the Common Shares received upon exercise pending a future decision to sell, you must accompany your notice of exercise with shares of Stock (whether then owned by you or issuable upon exercise of the Option) having a Fair Market Value equal to the purchase price or consideration of cash and Stock and/or with cash, check, draft, money order, or wire transfer made payable to the order of the Company for the full amount of the Purchase Price for the Common Shares to be purchased within three business days of such notice.

5. Withholding Taxes.

(a) You acknowledge that you will consult with your personal tax advisor regarding the federal, state and local tax consequences of the Option grant, any exercise thereof, and any other matters related to this Agreement. You are relying solely on your advisors and not on any statements or representations of the Company or any of its agents. You understand that you are responsible for your own tax liability that may arise as a result of this Option grant, any exercise thereof, or any other matters related to this Agreement.

(b) In order to comply with all applicable federal, state or local income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all income and payroll taxes, which are your sole and absolute responsibility, are withheld or collected from you at the minimum required withholding rate.

«FirstName» «LastName»

«Insert Date»

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(c) In accordance with the terms of the Plan, and such rules as may be adopted by the Committee administering the Plan, in the discretion of the Committee, you may elect to satisfy any applicable tax withholding obligations arising from the exercise of the Option by:

(i) delivering cash (including check, draft, money order or wire transfer made payable to the order of the Company);

(ii) having the Company withhold a portion of the Shares having a Fair Market Value equal to the amount of the minimum statutory withholding obligations;

(iii) delivering to the Company shares of Stock having a Fair Market Value equal to the amount of such taxes. The Company will not deliver any fractional Share but will pay, in lieu thereof, the Fair Market Value of such fractional Share. Your election must be made on or before the date that the amount of tax to be withheld is determined; or

(iv) using such other methods of payment that the Committee, in its discretion, deems appropriate from time to time.

6. Conditions to Issuance of Stock Certificates. The Company shall not be required to issue or deliver any Common Shares purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:

(a) The admission of such Common Shares to listing on all stock exchanges on which such Common Shares are then listed;

(b) The completion of any registration or other qualification of such Common Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable;

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and

(d) The receipt by the Company of full payment for such Common Shares, including payment of any applicable withholding tax (subject to any minimum statutory withholding limits).

7. Incorporation of Plan Provisions. This Agreement is made pursuant to the Plan and is subject to all the terms and provisions of such Plan as if the same were fully set forth herein. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the Plan shall control.

«FirstName» «LastName»

«Insert Date»

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8. Shareholder Rights. You shall not be, nor have any of the rights or privileges of, a holder of Common Shares in respect of any Common Shares purchasable upon the exercise of the Option, including any rights regarding voting or payment of dividends, unless and until a certificate representing such Common Shares has been delivered to you or a book-entry registration for such Common Shares has been made in your name or in the names of your legal representatives, beneficiaries, or heirs, as applicable.

9. Option Not Transferable. The Option may not be sold, pledged, assigned or transferred in any manner unless and until the Common Shares underlying the Option have been issued and all restrictions applicable to such Shares have lapsed. Notwithstanding the foregoing, the Option may be transferred (a) by will or the laws of descent and distribution or (b) to a family member (as defined in the Form S-8 Registration Statement under the Securities Act of 1933) as a gift or by a domestic relations order, only if, in each case, the transferee executes a written consent to be bound by the terms of this Agreement. Neither the Option nor any interest or right therein shall be liable for your debts, contracts or engagements or your successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11. Entire Agreement. This Agreement represents the complete understanding with respect to the Option granted hereunder and supersedes and cancels all prior written or oral agreements and understandings relating to the terms of this Agreement and the Option.

12. Miscellaneous. This Agreement: (a) shall be binding upon and inure to the benefit of any successor of the Company and your successors, assigns and estate, including your executors, administrators and trustees; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) may not be amended except in writing. It is intended that this Option grant will be exempt from Section 409A of the Code. However, nothing in the Agreement shall be construed to result in a guarantee of this tax treatment, and you shall be responsible for all of your federal, state and local taxes (and any related liabilities). All actions or proceedings arising out of, or related to, this Agreement shall be brought only in an appropriate federal or state court in Michigan and the Parties hereby consent to the jurisdiction of such courts over themselves and the subject matter of such actions or proceedings.

To confirm your acceptance of the foregoing, please sign and return this Agreement to Todd L. Wiseley, Vice President, Administration and Secretary, Valassis Communications, Inc., 19975 Victor Parkway, Livonia, Michigan, 48152.

«FirstName» «LastName»

«Insert Date»

Page 6

VALASSIS COMMUNICATIONS, INC.
By:
	Todd L. Wiseley
	Vice President, Administration and Secretary

AGREED:

«Insert Name»

Date:

EX-99.2

Exhibit 99.2

FORM OF

RESTRICTED STOCK AGREEMENT

«Insert Date»

«FirstName» «LastName»

«Title»

Valassis Communications, Inc.

19975 Victor Parkway

Livonia, MI 48152

Dear Mr. / Ms. «LastName»:

This Agreement confirms the grant of an Award of Restricted Stock to you effective as of «Insert Date» (the “Grant Date”) under the Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan (the “Plan”), upon the following terms and conditions. Capitalized terms used in this Agreement, but not defined herein, shall have the meanings set forth in the Plan.

1. Award Grant. Valassis Communications, Inc. (the “Company”) hereby grants to you an Award of Restricted Stock under the Plan for an aggregate of «Insert Share Amount» shares of Stock (the “Restricted Shares”).

2. Restrictions.

(a) The Restricted Shares are being awarded to you subject to the transfer and forfeiture restrictions set forth below (the “Restrictions”). You may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, alienate, attach, sell, assign, pledge, encumber, charge or otherwise transfer any of the Restricted Shares still subject to the Restrictions. Notwithstanding the foregoing, Restricted Shares may be transferred to a family member (as defined in the Form S-8 Registration Statement under the Securities Act of 1933) as a gift or by a domestic relations order, only if, in each case, the transferee executes a written consent to be bound by the terms of this Agreement.

(b) The Restrictions shall lapse to the extent that the Restricted Shares have become vested as follows, subject to you remaining continuously employed by the Company, a Subsidiary, or an Affiliate on the applicable vesting date:

[INSERT VESTING SCHEDULE]

«FirstName» «LastName»

«Insert Date»

Page 2

(c) Notwithstanding the foregoing, all Restricted Shares (unless earlier forfeited in accordance with their terms) shall become fully vested and the Restrictions shall lapse with respect to all Restricted Shares upon:

(i) a Change in Control, if you remain continuously employed on the effective date of a Change in Control, or

(ii) a termination of your employment under the following conditions:

(A) by reason of death or Disability (as “Disability” is defined in your employment agreement with the Company, a Subsidiary, or an Affiliate; if no “Disability” definition exists in your employment agreement (or no employment agreement exists), a Disability shall be deemed to occur if you are absent from your duties with the Company, a Subsidiary, or an Affiliate for a period of at least 180 days during any 12 month period as a result of incapacity due to a mental or physical illness, as determined solely in the discretion of the Committee);

(B) by the Company other than for Cause (as “Cause” is defined in your employment agreement with the Company, a Subsidiary, or an Affiliate; if no “Cause” definition exists in your employment agreement (or no employment agreement exists), Cause shall have the following meaning: (1) conviction of any felony or misdemeanor; (2) violation of any Company policy, including, but not limited to, the Company’s Drug and Alcohol policies, code of conduct, and/or employee handbook; (3) the commission of any act detrimental to the best interests or reputation of the Company; (4) the failure to follow the reasonable directives of your supervisory personnel; or (5) the failure to meet applicable performance standards);

(C) by you for Good Reason (if and only if termination for Good Reason is permitted under your employment agreement with the Company, a Subsidiary, or an Affiliate and only to the extent defined in your employment agreement); or

(D) by reason of your retirement under the Valassis Employees’ Retirement Savings Plan.

3. Forfeiture. Except as otherwise expressly provided in Paragraph 2 of this Agreement, upon termination of your employment with the Company, a Subsidiary, or an Affiliate for any reason, all Restricted Shares for which the Restrictions have not lapsed at

«FirstName» «LastName»

«Insert Date»

Page 3

such time shall be immediately forfeited by you and shall be returned to or canceled by the Company, as applicable. Upon a forfeiture of your Restricted Shares, the Company will not be obligated to pay you any consideration whatsoever for the forfeited Restricted Shares.

4. Issuance and Custody of Certificates.

(a) The Company shall cause the Restricted Shares to be issued in your name, either by book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company. The Shares shall be restricted from transfer during the period during which the Restrictions exist and shall be subject to an appropriate stop-transfer order. If any certificate is issued, the certificate shall bear an appropriate legend referring to the Restrictions applicable to the Restricted Shares.

(b) If any certificate is issued, you shall be required to execute and deliver to the Company a stock power or stock powers relating to the Restricted Shares.

(c) Upon vesting, the Company shall promptly cause your Vested Shares (less any Shares that may have been withheld to pay taxes) to be delivered to you, free of the restrictions and/or legend described in Section 4(a) hereof, either by book-entry registration or in the form of a certificate or certificates, registered in your name or in the names of your legal representatives, beneficiaries or heirs, as applicable.

5. Withholding Taxes.

(a) You acknowledge that you will consult with your personal tax advisor regarding the federal, state and local tax consequences of the grant of the Restricted Shares, payment of dividends on the Restricted Shares (if any), the vesting of the Restricted Shares and any other matters related to this Agreement. You are relying solely on your advisors and not on any statements or representations of the Company or any of its agents. You understand that you are responsible for your own tax liability that may arise as a result of this grant of the Restricted Shares or any other matters related to this Agreement.

(b) In order to comply with all applicable federal, state or local income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all income and payroll taxes, which are your sole and absolute responsibility, are withheld or collected from you at the minimum required withholding rate.

(c) In accordance with the terms of the Plan, and such rules as may be adopted by the Committee administering the Plan, in the discretion of the Committee, you may elect to satisfy any applicable tax withholding obligations arising from the receipt of, or the lapse of restrictions relating to, the Restricted Shares by:

(i) delivering cash (including check, draft, money order or wire transfer made payable to the order of the Company);

«FirstName» «LastName»

«Insert Date»

Page 4

(ii) having the Company withhold a portion of the Vested Shares having a Fair Market Value equal to the amount of the minimum statutory withholding obligations;

(iii) delivering to the Company shares of Common Stock having a Fair Market Value equal to the amount of such taxes. The Company will not deliver any fractional Share but will pay, in lieu thereof, the Fair Market Value of such fractional Share. Your election must be made on or before the date that the amount of tax to be withheld is determined; or

(iv) using such other methods of payment that the Committee, in its discretion, deems appropriate from time to time.

6. Conditions to Issuance of Stock Certificates. The Company shall not be required to issue or deliver any Shares pursuant to this Agreement prior to fulfillment of all of the following conditions:

(a) The admission of such Shares to listing on all stock exchanges on which such Shares are then listed;

(b) The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable;

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and

(d) The receipt by the Company of any applicable withholding tax with respect to such Shares (subject to any minimum statutory withholding limits).

7. Incorporation of Plan Provisions. This Agreement is made pursuant to the Plan and is subject to all the terms and provisions of such Plan as if the same were fully set forth herein. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the Plan shall control.

8. Shareholder Rights. With respect to the Restricted Shares, you shall be entitled effective as of the Grant Date to exercise the rights of a shareholder of Stock of the Company, including the right to vote the Restricted Shares and the right to receive dividends on the Restricted Shares, unless and until the Restricted Shares are forfeited under Paragraph 3 above. Notwithstanding the foregoing, you shall be subject to the transfer restrictions in Paragraph 2. Your rights with respect to the Restricted Shares shall remain forfeitable at all times prior to the date or dates on which the Restrictions lapse with respect to the Restricted Shares.

«FirstName» «LastName»

«Insert Date»

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9. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10. Entire Agreement. This Agreement represents the complete understanding with respect to the Restricted Shares granted hereunder and supersedes and cancels all prior written or oral agreements and understandings relating to the terms of this Agreement and the Restricted Shares.

11. Miscellaneous. This Agreement: (a) shall be binding upon and inure to the benefit of any successor of the Company and your successors, assigns and estate, including your executors, administrators and trustees; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) may not be amended except in writing. It is intended that this Award will be exempt from Section 409A of the Code. However, nothing in the Agreement shall be construed to result in a guarantee of this tax treatment, and you shall be responsible for all of your federal, state and local taxes (and any related liabilities). All actions or proceedings arising out of, or related to, this Agreement shall be brought only in an appropriate federal or state court in Michigan and the Parties hereby consent to the jurisdiction of such courts over themselves and the subject matter of such actions or proceedings.

To confirm your acceptance of the foregoing, please sign and return this Agreement to Todd L. Wiseley, Vice President, Administration and Secretary, Valassis Communications, Inc., 19975 Victor Parkway, Livonia, Michigan, 48152.

VALASSIS COMMUNICATIONS, INC.
By:
	Todd L. Wiseley
	Vice President, Administration and Secretary

AGREED:

«Insert Name»

Date: