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                                                                    EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

         This Agreement is made by and between Houghton Mifflin Company (the
"Company") and Anthony Lucki (the "Executive").

         Whereas, the operations of the Company and its Affiliates are a complex
matter requiring direction and leadership in a variety of arenas, including
financial, strategic planning, regulatory, community relations and others;

         Whereas, the Executive is possessed of certain experience and expertise
that qualify him to provide the direction and leadership required by the Company
and its Affiliates; and

         Whereas, subject to the terms and conditions hereinafter set forth, the
Company therefore wishes to employ the Executive as its President and Chief
Executive Officer and the Executive wishes to accept such employment;

         Now therefore, in consideration of the foregoing premises and the
mutual promises, terms, provisions and conditions set forth in this Agreement,
the parties hereby agree:

1.       Employment. Subject to the terms and conditions set forth in this
         Agreement, the Company hereby offers and the Executive hereby accepts
         employment, effective as of October 1, 2003 (the "Employment Date"). In
         the event that the Executive fails to commence work hereunder within
         ten (10) business days following the Employment Date, this Agreement
         shall be void and of no force or effect.

2.       Term. Subject to earlier termination as hereafter provided, the
         Executive shall be employed hereunder for an original term of three (3)
         years commencing on the Employment Date, which term shall be
         automatically extended thereafter for successive terms of one year
         each, unless either party provides notice to the other at least ninety
         (90) days prior to the expiration of the original or any extension term
         that this Agreement is not to be extended. The term of the Executive's
         employment under this Agreement, as from time to time extended, is
         hereafter referred to as "the term of this Agreement" or "the term
         hereof."

3.       Capacity and Performance.

         a.       Position. During the term hereof, the Executive shall serve
                  the Company as its President and Chief Executive Officer. In
                  such capacity, the Executive will be responsible for the
                  operations and financial performance and the coordination of
                  the strategic direction of the Company. The Executive shall
                  report to the Board of Directors of the Company (the "Board")
                  and shall have such other powers, duties and responsibilities
                  as may from time to time be prescribed by the Board. In
                  addition, and without further compensation, the Executive
                  shall serve as a director or officer of one or more of the
                  Company's Affiliates, if so elected or appointed from time to
                  time.

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         b.       Performance. During the term hereof, the Executive shall be
                  employed by the Company on a full-time basis. The Executive
                  shall devote his full business time and his best efforts,
                  business judgment, skill and knowledge exclusively to the
                  advancement of the business and interests of the Company and
                  its Affiliates and to the discharge of his duties and
                  responsibilities hereunder. Except for business travel
                  necessary or desirable for the performance of his services
                  hereunder, the Executive shall provide services hereunder from
                  the Company's principal place of business in Massachusetts.
                  The Executive shall not engage in any other business activity
                  or serve in any industry, trade, professional, governmental or
                  academic position during the term of this Agreement, except as
                  may be expressly approved in advance by the Board in writing.

         c.       Board Membership. The Company agrees to propose to the
                  shareholders of the Company at each appropriate Annual Meeting
                  of such shareholders during the term hereof the election or
                  reelection of the Executive as a member of the Board.

4.       Compensation and Benefits. As compensation for all services performed
         by the Executive under and during the term hereof and subject to
         performance of the Executive's duties and of the obligations of the
         Executive to the Company and its Affiliates, pursuant to this Agreement
         or otherwise:

         a.       Base Salary. During the term hereof, the Company shall pay the
                  Executive a base salary at the rate of not less than Six
                  Hundred Thousand Dollars ($600,000) per annum, payable in
                  accordance with the payroll practices of the Company for its
                  executives and subject to increase from time to time by the
                  Board, in its sole discretion. Such base salary, as from time
                  to time increased, is hereafter referred to as the "Base
                  Salary".

         b.       Annual Bonus Compensation. Commencing January 1, 2004, each
                  fiscal year during the term hereof, the Executive shall be
                  considered by the Board for an annual bonus with a target
                  equal to one times the Base Salary, pro-rated in accordance
                  with Section 5 hereof in the event of termination during a
                  fiscal year. The amount of the bonus shall be determined by
                  the Board, based on its assessment, in its discretion, of the
                  Executive's performance and that of the Company against
                  appropriate and reasonably obtainable goals established
                  annually by the Board after consultation with the Executive;
                  which bonus, if any, shall be payable not later than the end
                  of the first quarter of the fiscal year following that for
                  which the bonus was earned. Any bonus paid to the Executive
                  shall be in addition to the Base Salary.

         c.       Stock Options. As of the Employment Date, the Executive will
                  be granted options to purchase 14,088 shares of the Class A
                  Common Stock of the Company's parent corporation ("Parent")
                  pursuant to the form of Class A Option Certificate attached
                  hereto as Exhibit A, which options shall be subject to all
                  terms and provisions of Parent's 2003 Stock Option Plan and
                  such Stock Option Certificate. The Company hereby represents
                  and warrants that: (i) the entire authorized and outstanding
                  capital stock of Parent is as set forth on Schedule 1

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                  and (ii) except as set forth in (A) First Amended and Restated
                  Stockholders Agreement dated as of January 28, 2003 among
                  Parent and the Company and the other parties thereto and (B)
                  as may be granted under Parent's 2003 Stock Option Plan, there
                  are no outstanding options, warrants, other securities or
                  other rights of any kind which would obligate Parent or any of
                  its subsidiaries to issue, deliver or sell shares of its and
                  their capital stock.

         d.       Vacations. During the term hereof, the Executive shall be
                  entitled to earn four (4) weeks of vacation per year, to be
                  taken at such times and intervals as shall be determined by
                  the Executive, subject to the reasonable business needs of the
                  Company. Vacation shall be otherwise governed by the policies
                  of the Company, as in effect from time to time.

         e.       Other Benefits. During the term hereof and subject to any
                  contribution therefor generally required of executives of the
                  Company, the Executive shall be entitled to participate in any
                  and all employee welfare and retirement benefit plans from
                  time to time in effect for executives of the Company
                  generally, except to the extent such plans are in a category
                  of benefits otherwise provided to the Executive hereunder
                  (e.g., severance pay). Such participation shall be subject to
                  the terms of the applicable plan documents and generally
                  applicable Company policies. The Company may alter, modify,
                  add to or delete its employee benefit plans at any time as it,
                  in its sole judgment, determines to be appropriate.

         f.       Relocation Expenses. The Executive is expected to relocate
                  within a reasonable commuting distance of the Company's
                  headquarters promptly following the Employment Date, but in no
                  event later than three (3) months following that date. The
                  Company shall reimburse the Executive for his reasonable
                  relocation expenses, to a maximum of Fifty Thousand Dollars
                  ($50,000), which expenses shall include the cost of moving
                  and/or purchasing the Executive's household goods.

         g.       Business Expenses. The Company shall pay or reimburse the
                  Executive for all reasonable business and travel expenses
                  incurred or paid by the Executive in the performance of his
                  duties and responsibilities hereunder, subject to any maximum
                  annual limit and other restrictions on such expenses set by
                  the Board and to such reasonable substantiation and
                  documentation as may be specified by the Company from time to
                  time.

         h.       Initial Bonuses.

                  i.       Within ten (10) business days following the
                           Employment Date, the Company will pay the Executive a
                           starting bonus in the amount of Two Hundred and
                           Fifty-Four Thousand, One Hundred Sixty-Seven Dollars
                           ($254,167) (the "Starting Bonus"). The Starting Bonus
                           is in lieu of any annual bonus for the period from
                           the Employment Date through December 31, 2003.

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                  ii.      To compensation the Executive for the bonus
                           opportunity which he forewent in accepting employment
                           hereunder, the Company will pay the Executive the sum
                           of Three Hundred Thousand Dollars ($300,000) within
                           ten (10) business days following the Employment Date.

         i.       Legal Expenses. Upon execution of this Agreement, the Company
                  will reimburse the Executive his reasonable legal expenses
                  incurred in the negotiation, execution and delivery of this
                  Agreement, provided that the Executive provides reasonable
                  documentation and substantiation of those expenses.

         j.       Life Insurance. During the term hereof, the Company will pay
                  the premium cost of term life insurance for the Executive with
                  a face amount of Three Million Dollars, provided that the
                  Executive is insurable at normal rates. The Executive agrees
                  to submit to any medical examinations and comply with any
                  other requirements of the insurer for coverage.

5.       Termination of Employment and Severance Benefits. Notwithstanding the
         provisions of Section 2 hereof, this Agreement shall terminate prior to
         the expiration of the term under the following circumstances:

         a.       Death. In the event of the Executive's death during the term
                  hereof, this Agreement shall immediately and automatically
                  terminate. In such event, the Company shall pay to the
                  Executive's designated beneficiary or, if no beneficiary has
                  been designated by the Executive, to his estate, (i) the Base
                  Salary earned but not paid through the date of termination,
                  (ii) pay for any vacation time earned but not used through the
                  date of termination, (iii) any bonus compensation awarded for
                  the preceding fiscal year but not yet paid on the date of
                  termination, (iv) the estimated share of annual bonus
                  compensation under Section 4.b hereof which would have been
                  payable to the Executive had he been employed for the entire
                  bonus plan year in which his employment terminated, pro-rated
                  to the date of termination of his employment, taking into
                  account achievement of goals (or partial year goals) for such
                  partial year of employment, but without regard to any other
                  conditions for payment of such amount and (v) any business
                  expenses incurred by the Executive but un-reimbursed on the
                  date of termination, provided that such expenses and required
                  substantiation and documentation are submitted within thirty
                  (30) days of termination and that such expenses are
                  reimbursable under Company policy (all of the foregoing,
                  "Final Compensation"). The Company shall have no further
                  obligation to the Executive hereunder.

         b.       Disability.

                  i.       The Company may terminate this Agreement, upon notice
                           to the Executive, in the event that the Executive
                           becomes disabled during the term hereof through any
                           illness, injury, accident or condition of either a
                           physical or psychological nature and, as a result, is
                           unable to perform substantially all of his duties and
                           responsibilities hereunder, with or without
                           reasonable accommodation, for one hundred and twenty
                           (120)

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                           days during any period of three hundred and
                           sixty-five (365) consecutive calendar days. In the
                           event of such termination, the Company shall have no
                           further obligation to the Executive, other than for
                           payment of Final Compensation.

                  ii.      The Board may designate another employee to act in
                           the Executive's place during any period of the
                           Executive's disability. Notwithstanding any such
                           designation, the Executive shall continue to receive
                           the Base Salary in accordance with Section 4.a and
                           benefits in accordance with Section 4.e, to the
                           extent permitted by the then-current terms of the
                           applicable benefit plans, until the Executive becomes
                           eligible for disability income benefits under the
                           Company's disability income plan, if any, or until
                           the termination of his employment, whichever shall
                           first occur.

                  iii.     While receiving disability income payments under the
                           Company's disability income plan, the Executive shall
                           not be entitled to receive any Base Salary under
                           Section 4.a hereof, but shall continue to participate
                           in Company benefit plans in accordance with Section
                           4.e and the terms of such plans, until the
                           termination of his employment.

                  iv.      If any question shall arise as to whether during any
                           period the Executive is disabled through any illness,
                           injury, accident or condition of either a physical or
                           psychological nature so as to be unable to perform
                           substantially all of his duties and responsibilities
                           hereunder, the Executive may, and at the request of
                           the Company shall, submit to a medical examination by
                           a physician selected by the Company to whom the
                           Executive or his duly appointed guardian, if any, has
                           no reasonable objection to determine whether the
                           Executive is so disabled and such determination shall
                           for the purposes of this Agreement be conclusive of
                           the issue. If such question shall arise and the
                           Executive shall fail to submit to such medical
                           examination, the Company's determination of the issue
                           shall be binding on the Executive.

         c.       By the Company for Cause. The Company may terminate this
                  Agreement for Cause at any time upon notice to the Executive
                  setting forth in reasonable detail the nature of such Cause.
                  The following, as determined by the Board in its reasonable
                  judgment, shall constitute Cause for termination:

                  i.       Willful failure to perform, or gross negligence in
                           the performance of, the Executive's duties and
                           responsibilities relating to the Company and its
                           Affiliates, which remains uncured or continues after
                           fifteen (15) days' notice to the Executive specifying
                           in reasonable detail the nature of such failure or
                           negligence;

                  ii.      Material breach by the Executive of any of his
                           obligations under Sections 7, 8 and 9 of this
                           Agreement;

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                  iii.     Fraud, embezzlement or other material dishonesty with
                           respect to the Company or any of its Affiliates; or

                  iv.      Commission of a felony or other crime involving moral
                           turpitude.

         Upon the giving of notice of termination of this Agreement for Cause,
         the Company shall have no further obligation to the Executive other
         than for Final Compensation (excluding the amount described in Section
         5.a.iv above).

         d.       By the Company Other than for Cause.

                  (i)      The Company may terminate this Agreement at any time
                           prior to the Employment Date upon notice to the
                           Executive. In the event of such termination, the
                           Company will pay to the Executive an amount equal to
                           the Starting Bonus plus One Million Dollars
                           ($1,000,000) as liquidated damages and shall have no
                           further obligations to the Executive hereunder.

                  (ii)     The Company may terminate this Agreement other than
                           for Cause at any time during the term hereof upon
                           notice to the Executive. In the event of such
                           termination, in addition to Final Compensation and
                           provided that no benefits are payable to the
                           Executive under a separate severance agreement or
                           severance plan as a result of such termination, the
                           Company will provide the Executive, as Severance Pay,
                           eighteen (18) months of Base Salary at the rate in
                           effect on the date of termination and, subject to any
                           employee contribution applicable to the Executive on
                           the date of termination, shall continue to contribute
                           to the cost of the Executive's participation in the
                           Company's group medical and dental plans for the
                           period of eighteen (18) months from the date of
                           termination or, if less, until he becomes eligible
                           for coverage under the health plan of another
                           employer, provided that he is eligible for such
                           continued participation under applicable law and plan
                           terms. In the event that Executive is eligible for
                           benefits under a separate severance agreement or
                           severance plan, payments provided under this Section
                           5.d.ii shall be reduced by the amount of such
                           benefits.

                  (iii)    Any obligation of the Company to the Executive under
                           this Section 5.d is conditioned upon the Executive
                           signing a release of claims in the form provided by
                           the Company (the "Release of Claims") within
                           twenty-one days (or such greater period as the
                           Company may specify) following the later of the date
                           on which the Executive (or, in the case of
                           termination by the Executive for Good Reason, the
                           Company) receives notice of termination of this
                           Agreement or the date the Executive receives a copy
                           of the Release of Claims and upon the Executive not
                           revoking the Release of Claims in a timely manner
                           thereafter. Any Severance Pay to which the Executive
                           is entitled under Section 5.d.ii shall be payable in
                           accordance with the normal payroll practices of the
                           Company for its executives and will begin at the
                           Company's next regular payday which is at least five
                           (5)

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                           business days following the later of the effective
                           date of the Release of Claims or the date the Release
                           of Claims, signed by the Executive, is received by
                           the Company, but shall be retroactive to the next
                           business day following the date of termination.

         e.       By the Executive for Good Reason. The Executive may terminate
                  this Agreement during the term hereof for Good Reason, upon
                  notice to the Company setting forth in reasonable detail the
                  nature of such Good Reason. The following shall constitute
                  Good Reason for termination by the Executive:

                  i.       Failure of the Company to continue the Executive in
                           the position of President and Chief Executive Officer
                           or failure of the Company to cause the Executive to
                           be elected as a member of the Board at the first
                           Annual Meeting following the Employment Date or to
                           cause him to be continued as a member of the Board
                           thereafter and while his employment hereunder
                           continues;

                  ii.      Material diminution in the nature or scope of the
                           Executive's responsibilities, duties or authority;
                           provided, however, the Company's failure to continue
                           the Executive's appointment or election as a director
                           or officer of any of its Affiliates and any
                           diminution of the business of the Company or any of
                           its Affiliates, whether by sale of assets or
                           otherwise, shall not constitute "Good Reason"; or

                  iii.     Material failure of the Company to provide the
                           Executive compensation in accordance with the terms
                           of Section 4 hereof, excluding an inadvertent failure
                           which is cured within ten (10) business days
                           following notice from the Executive specifying in
                           detail the nature of such failure.

         In the event of termination in accordance with this Section 5.e, the
         Executive will be entitled to the same pay and benefits he would have
         been entitled to receive had this Agreement been terminated by the
         Company other than for Cause in accordance with Section 5.d.ii above
         (including the application of any offset for benefits payable to the
         Executive under a separate severance agreement or severance plan as a
         result of such termination); provided that the Executive satisfies all
         conditions to such entitlement, including without limitation the
         signing of an effective Release of Claims.

         f.       By the Executive Other than for Good Reason. The Executive may
                  terminate this Agreement during the term hereof at any time
                  upon ninety (90) days' notice to the Company, unless such
                  termination would violate any obligation of the Executive to
                  the Company under a separate severance agreement. In the event
                  of termination of the Executive pursuant to this Section 5.f,
                  the Board may elect to waive the period of notice, or any
                  portion thereof, and, if the Board so elects, the Company will
                  pay the Executive the Base Salary for the notice period (or
                  for any remaining portion of the period). The Company shall
                  have no further obligation to the Executive, other than for
                  any Final Compensation due to him (excluding the amount
                  described in Section 5.a.iv above).

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         g.       Post-Agreement Employment. In the event the Executive remains
                  in the employ of the Company or any of its Affiliates
                  following termination of this Agreement, by the expiration of
                  the term or otherwise, then such employment shall be at will.

6.       Effect of Termination. The provisions of this Section 6 shall apply to
         any termination, whether due to the expiration of the term hereof,
         pursuant to Section 5 or otherwise.

         a.       Payment by the Company of any contributions to the cost of the
                  Executive's continued participation in the Company's group
                  health and dental plans and other amounts that may be due the
                  Executive in each case under the applicable termination
                  provision of Section 5 shall constitute the entire obligation
                  of the Company to the Executive. The Executive shall promptly
                  give the Company notice of all facts necessary for the Company
                  to determine the amount and duration of its obligations in
                  connection with any termination pursuant to Section 5.d or 5.e
                  hereof.

         b.       Except for medical and dental plan coverage continued pursuant
                  to Section 5.d or 5.e hereof, benefits shall terminate
                  pursuant to the terms of the applicable benefit plans based on
                  the date of termination of the Executive's employment without
                  regard to any continuation of Base Salary or other payment to
                  the Executive following such date of termination.

         c.       Provisions of this Agreement shall survive any termination if
                  so provided herein or if necessary or desirable to accomplish
                  the purposes of other surviving provisions, including without
                  limitation the obligations of the Executive under Sections 7,
                  8 and 9 hereof. The obligation of the Company to make payments
                  to or on behalf of the Executive under Section 5.d or 5.e
                  hereof is expressly conditioned upon the Executive's continued
                  full performance of obligations under Sections 7, 8 and 9
                  hereof. The Executive recognizes that, except as expressly
                  provided in Section 5.d, 5.e or 5.f hereof, no compensation is
                  earned after termination of employment.

7.       Confidential Information.

         a.       The Executive acknowledges that the Company and its Affiliates
                  continually develop Confidential Information; that the
                  Executive may develop Confidential Information for the Company
                  or its Affiliates; and that the Executive may learn of
                  Confidential Information during the course of employment. The
                  Executive will comply with the policies and procedures of the
                  Company and its Affiliates for protecting Confidential
                  Information and shall not disclose to any Person or use, other
                  than as required by applicable law or for the proper
                  performance of his duties and responsibilities to the Company
                  and its Affiliates, any Confidential Information obtained by
                  the Executive incident to his employment or any other
                  associations with the Company or any of its Affiliates. The
                  Executive understands that this restriction shall continue to
                  apply after his employment terminates, regardless of the
                  reason for such termination.

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         b.       All documents, records, tapes and other media of every kind
                  and description relating to the business, present or
                  otherwise, of the Company or its Affiliates and any copies, in
                  whole or in part, thereof (the "Documents"), whether or not
                  prepared by the Executive, shall be the sole and exclusive
                  property of the Company and its Affiliates. The Executive
                  shall safeguard all Documents and shall surrender to the
                  Company at the time his employment terminates, or at such
                  earlier time or times as the Board or its designee may
                  specify, all Documents then in the Executive's possession or
                  control.

8.       Assignment of Rights to Intellectual Property. The Executive shall
         promptly and fully disclose all Intellectual Property to the Company.
         The Executive hereby assigns and agrees to assign to the Company (or as
         otherwise directed by the Company) the Executive's full right, title
         and interest in and to all Intellectual Property. The Executive agrees
         to execute any and all applications for domestic and foreign patents,
         copyrights or other proprietary rights and to do such other acts
         (including without limitation the execution and delivery of instruments
         of further assurance or confirmation) requested by the Company to
         assign the Intellectual Property to the Company and to permit the
         Company to enforce any patents, copyrights or other proprietary rights
         to the Intellectual Property. The Executive will not charge the Company
         for time spent in complying with these obligations. All copyrightable
         works that the Executive creates shall be considered "work made for
         hire".

9.       Restricted Activities. The Executive agrees that some restrictions on
         his activities during and after his employment are necessary to protect
         the goodwill, Confidential Information and other legitimate interests
         of the Company and its Affiliates:

         a.       While the Executive is employed by the Company and for a
                  period of twelve (12) months after his employment terminates
                  (in the aggregate, the "Non-Competition Period"), the
                  Executive shall not, directly or indirectly, whether as owner,
                  partner, investor, consultant, agent, employee, co-venturer or
                  otherwise, compete with the Company or any of its Affiliates
                  within the United States or in any other country in which the
                  Company or any of its Affiliates is doing business or
                  undertake any planning for any business competitive with the
                  Company or any of its Affiliates. Specifically, but without
                  limiting the foregoing, the Executive agrees not to engage in
                  any manner in any activity that is directly or indirectly
                  competitive or potentially competitive with the business of
                  the Company or any of its Affiliates as conducted or under
                  consideration at any time during the Executive's employment or
                  other associations with the Company or any of its Affiliates.
                  For the purposes of this Section 9, (i) "Affiliates" shall
                  include only those Affiliates of the Company with respect to
                  which the Executive has provided services or has had access to
                  Confidential Information during his employment, or any other
                  association, with the Company or any of its Affiliates and
                  (ii) the business of the Company and its Affiliates shall
                  include all Products and the Executive's undertaking shall
                  encompass all items, products and services that may be used in
                  substitution for Products.

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         b.       The Executive agrees that, during his employment with the
                  Company, he will not perform any consulting services and that
                  he will not undertake any other outside activity, whether or
                  not competitive with the business of the Company or its
                  Affiliates, that could reasonably give rise to a conflict of
                  interest or otherwise interfere with his duties and
                  obligations to the Company or any of its Affiliates.

         c.       The Executive further agrees that while he is employed by the
                  Company and during the Non-Competition Period, the Executive
                  will not hire or attempt to hire any employee of the Company
                  or any of its Affiliates, assist in such hiring by any Person,
                  encourage any such employee to terminate his or her
                  relationship with the Company or any of its Affiliates, or
                  solicit or encourage any customer or independent contractor of
                  the Company or any of its Affiliates to terminate or diminish
                  its relationship with them, or to conduct with any Person any
                  business or activity which such customer or independent
                  contractor conducts or could conduct with the Company or any
                  of its Affiliates.

10.      Notification Requirement. During the Non-Competition Period, the
         Executive shall give notice to the Company of each new business
         activity he plans to undertake, at least fifteen (15) business days
         prior to beginning any such activity. Such notice shall state the name
         and address of the Person for whom such activity is undertaken and the
         nature of the Executive's business relationship(s) and position(s) with
         such Person. The Executive shall provide the Company with such other
         pertinent information concerning such business activity as the Company
         may reasonably request in order to determine the Executive's continued
         compliance with his obligations under Sections 7, 8 and 9 hereof.

11.      Enforcement of Covenants. The Executive acknowledges that he has
         carefully read and considered all the terms and conditions of this
         Agreement, including the restraints imposed upon him pursuant to
         Sections 7, 8 and 9 hereof. The Executive agrees that said restraints
         are necessary for the reasonable and proper protection of the Company
         and its Affiliates and that each and every one of the restraints is
         reasonable in respect to subject matter, length of time and geographic
         area. The Executive further acknowledges that, were he to breach any of
         the covenants contained in Sections 7, 8 or 9 hereof, the damage to the
         Company would be irreparable. The Executive therefore agrees that the
         Company, in addition to any other remedies available to it, shall be
         entitled to preliminary and permanent injunctive relief against any
         breach or threatened breach by the Executive of any of said covenants,
         without having to post bond and for the recovery of reasonable
         attorneys' fees incurred in the enforcement of its rights hereunder.
         The parties further agree that, in the event that any provision of
         Section 7, 8 or 9 hereof shall be determined by any court of competent
         jurisdiction to be unenforceable by reason of its being extended over
         too great a time, too large a geographic area or too great a range of
         activities, such provision shall be deemed to be modified to permit its
         enforcement to the maximum extent permitted by law.

12.      Representations.

         a.       The Executive hereby represents and warrants that he has
                  furnished to the Company or its designated representative a
                  true, correct and complete copy of any

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                  and all agreements to which he is party or is bound which
                  could restrict, in any way, his provision of services to the
                  Company or any of its Affiliates and that he is not now
                  subject to any other restrictions that could limit or
                  otherwise affect his performance hereunder. The Executive will
                  not disclose to or use on behalf of the Company or any of its
                  Affiliates any proprietary information of a third party
                  without such party's consent.

         b.       The Executive hereby represents, warrants and agrees that he
                  will be able to, and will, comply in a timely manner with the
                  requirements of the Immigration Reform and Control Act or any
                  successor law.

13.      Definitions. Words or phrases which are initially capitalized or are
         within quotation marks shall have the meanings provided in this Section
         and as provided elsewhere herein. For purposes of this Agreement, the
         following definitions apply:

         a.       "Affiliates" means all persons and entities directly or
                  indirectly controlling, controlled by or under common control
                  with the Company, where control may be by management authority
                  or equity interest.

         b.       "Confidential Information" means any and all information of
                  the Company and its Affiliates that is not generally known by
                  others with whom they compete or do business, or with whom any
                  of them plans to compete or do business, and any and all
                  information, publicly known in whole or in part or not, which,
                  if disclosed by the Company or its Affiliates would assist in
                  competition against them. Confidential Information includes
                  without limitation such information relating to (i) the
                  development, research, testing, marketing and financial
                  activities of the Company and its Affiliates, (ii) the
                  Products, (iii) the costs, sources of supply, financial
                  performance and strategic plans of the Company and its
                  Affiliates, (iv) the identity and special needs of the
                  customers of the Company and its Affiliates and (v) the people
                  and organizations with whom the Company and its Affiliates
                  have business relationships and nature and substance of those
                  relationships. Confidential Information also includes any
                  information that the Company or any of its Affiliates have
                  received, or may receive hereafter, belonging to customers or
                  others with any understanding, express or implied, that the
                  information would not be disclosed.

         c.       "Intellectual Property" means inventions, discoveries,
                  developments, methods, processes, compositions, works,
                  concepts and ideas (whether or not patentable or copyrightable
                  or constituting trade secrets) conceived, made, created,
                  developed or reduced to practice by the Executive (whether
                  alone or with others, whether or not during normal business
                  hours or on or off Company premises) during the Executive's
                  employment that relate to either the Products or any
                  prospective activity of the Company or any of its Affiliates
                  or that make use of Confidential Information or any of the
                  equipment or facilities of the Company or any of its
                  Affiliates.

                                     - 11 -
<PAGE>

         d.       "Person" means an individual, a corporation, a limited
                  liability company, an association, a partnership, an estate, a
                  trust and any other entity or organization, other than the
                  Company or any of its Affiliates.

         e.       "Products" mean printed and electronic materials and all other
                  products planned, researched, developed, tested, manufactured,
                  sold, licensed, leased or otherwise distributed or put into
                  use by the Company or any of its Affiliates, together with all
                  services provided or planned by the Company or any of its
                  Affiliates, during the Executive's employment.

14.      Withholding. All payments made by the Company under this Agreement
         shall be reduced by any tax or other amounts required to be withheld by
         the Company under applicable law.

15.      Assignment. Neither the Company nor the Executive may make any
         assignment of this Agreement or any interest herein, by operation of
         law or otherwise, without the prior written consent of the other;
         provided, however, that the Company may assign its rights and
         obligations under this Agreement without the consent of the Executive
         in the event that the Executive is transferred to a position with any
         of the Affiliates or in the event that the Company hereafter shall
         effect a reorganization, consolidate with, or merge into, any Person or
         transfer all or substantially all of its properties or assets to any
         Person. This Agreement shall inure to the benefit of and be binding
         upon the Company and the Executive, their respective successors,
         executors, administrators, heirs and permitted assigns.

16.      Severability. If any portion or provision of this Agreement shall to
         any extent be declared illegal or unenforceable by a court of competent
         jurisdiction, then the remainder of this Agreement, or the application
         of such portion or provision in circumstances other than those as to
         which it is so declared illegal or unenforceable, shall not be affected
         thereby, and each portion and provision of this Agreement shall be
         valid and enforceable to the fullest extent permitted by law.

17.      Waiver. No waiver of any provision hereof shall be effective unless
         made in writing and signed by the waiving party. The failure of either
         party to require the performance of any term or obligation of this
         Agreement, or the waiver by either party of any breach of this
         Agreement, shall not prevent any subsequent enforcement of such term or
         obligation or be deemed a waiver of any subsequent breach.

18.      Notices. Any and all notices, requests, demands and other
         communications provided for by this Agreement shall be in writing and
         shall be effective when delivered in person, consigned to a reputable
         national courier service for overnight delivery or deposited in the
         United States mail, postage prepaid, registered or certified, and
         addressed to the Executive at his last known address on the books of
         the Company or, in the case of the Company, to the Chair of the Board
         at the Company's principal place of business or to such other address
         as either party may specify by notice to the other actually received.

                                     - 12 -

<PAGE>

19.      Entire Agreement. This Agreement constitutes the entire agreement
         between the parties and, by the parties' mutual agreement, supersedes
         all prior communications, agreements and understandings, written or
         oral, with respect to the terms and conditions of the Executive's
         employment.

20.      Amendment. This Agreement may be amended or modified only by a written
         instrument signed by the Executive and by an expressly authorized
         representative of the Company.

21.      Headings. The headings and captions in this Agreement are for
         convenience only and in no way define or describe the scope or content
         of any provision of this Agreement.

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

23.      Governing Law. This is a Massachusetts contract and shall be construed
         and enforced under, and governed in all respects, by the laws of The
         Commonwealth of Massachusetts, without regard to the conflict of laws
         principles thereof.

         IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by the Company, by its duly authorized representative, and by the
Executive, as of the date on which this Agreement is signed by the second of the
parties hereto.

THE EXECUTIVE:                              THE COMPANY
                                            Houghton Mifflin Company

/s/ Anthony Lucki                           By:     /s/ Mark Nunnelly
Anthony Lucki
                                            Title:  Director

Date:  September 1, 2003
                                            Date: September 17, 2003

                                     - 13 -

<PAGE>

                                                                      Schedule 1

<TABLE>
<CAPTION>
                                                       Class A*         Class L
                                                       --------         -------
                                                             Common Stock
                                                     ----------------------------
<S>                                                  <C>              <C>
Bain Capital VII Coinvest Fund, LLC                   65,475.0000      7,275.0000
Bain Capital Integral Investors, LLC                 178,792.3000     19,446.1290
BCIP TCV, LLC                                          1,732.7000        612.2043
Thomas H. Lee Equity Fund V, L.P.                      189,615.98     21,068.4422
Thomas H. Lee Parallel Fund V, L.P.                     49,197.75      5,466.4162
Thomas H. Lee (Caymen) Fund V, L.P.                      2,612.65        290.2940
Putnam Investments Holdings, L.P.                        1,481.05        164.5613
Putnam Employees' Securities Company I                   1,273.04        141.4493
Putnam Employees' Securities Company II                  1,136.65        126.2940
1997 Thomas H. Lee Trust                                   449.55         49.9503
Thomas H. Lee Investors Limited Partnership                233.33         25.9259
Blackstone Capital Partners III Merchant Ban         102,635.5100     11,403.9450
Blackstone Offshore Capital Partners III L.P          19,442.0000      2,160.2217
Blacksone Familiy Investment Partnership III             922.5000        102.5000
Management Shares (including to be issued)             4,837.1510        537.4612
                                                     ------------    ------------
                        Total                        619,837.1610     68,870.7944
</TABLE>

* Includes Class A-1 through Class A-10 Common Stock

<PAGE>

                                                                       EXHIBIT A

                                                   Optionee:   Anthony Lucki
                                                   Grant Date: [EMPLOYMENT DATE]

         This Option and any securities issued upon exercise of this Option are
subject to restrictions on voting and transfer and requirements of sale and
other provisions as set forth in the First Amended and Restated Stockholders
Agreement (the "Stockholders Agreement") among Houghton Mifflin Holdings, Inc.,
Houghton Mifflin Company, and certain other investors, dated as of January 28,
2003, as amended from time to time (this Option and any securities issued upon
exercise of this Option constitute Management Shares as defined therein).

                         HOUGHTON MIFFLIN HOLDINGS, INC.
                                  STOCK OPTION

                           CLASS A OPTION CERTIFICATE

         This stock option (the "Agreement") is granted by Houghton Mifflin
Holdings, Inc., a Delaware corporation ("Holdings"), to the Optionee, pursuant
to Holdings' 2003 Stock Option Plan, as amended from time to time (the "Plan").

1.       GRANT OF OPTION. This certificate evidences the grant by Holdings on
         the Grant Date to the Optionee of an option to purchase (the "Option"),
         in whole or in part, on the terms provided herein and in the Plan, the
         following shares of Class A-10 Common Stock of Holdings as set forth
         below in the following prices per share.

         (a)      4,696 shares of Class A-10 Common Stock of Holdings, par value
                  $.001 per share, at $100.00 per share (the "Tranche 1
                  Options");

         (b)      4,696 shares of Class A-10 Common Stock of Holdings, par value
                  $.001 per share, at $100.00 per share (the "Tranche 2
                  Options");

         (c)      4,696 shares of Class A-10 Common Stock of Holdings, par value
                  $.001 per share, at $100.00 per share (the "Tranche 3 Options"
                  and together with the Tranche 1 Options and Tranche 2 Options,
                  the "Options").

         The Option evidenced by this certificate is not intended to qualify as
an incentive stock option under Section 422 of the Internal Revenue Code (the
"Code").

2.       VESTING.

         (a)      The Tranche 1 Options will vest and become exercisable in
                  equal annual installments on the first, second, third and
                  fourth anniversaries of the Grant Date.

         (b)      The Tranche 2 Options will become eligible to vest in equal
                  annual installments on the first, second, third and fourth
                  anniversaries of the Grant Date. Tranche 2 Options which are
                  (or thereafter become) eligible to vest shall vest and become

<PAGE>

                  exercisable upon the earlier of (i) a Tranche 2 Vesting Event
                  or (ii) the seventh anniversary of the Grant Date.

         (c)      The Tranche 3 Options will become eligible to vest in equal
                  annual installments on the first, second, third and fourth
                  anniversaries of the Grant Date. Tranche 3 Options which are
                  (or thereafter become) eligible to vest shall vest and become
                  exercisable upon the earlier of (i) a Tranche 3 Vesting Event
                  or (ii) the seventh anniversary of the Grant Date.

         Notwithstanding any provision of the Plan or the forgoing provisions of
         this Section 2, if Optionee's employment with the Company or its
         Subsidiaries is terminated either (x) by the Company or its
         Subsidiaries other than for Cause or (y) by the Optionee for "Good
         Reason" (as defined in the Optionee's employment agreement with
         [_________] dated as of [__________]) at any time after a Change of
         Control and before the fourth anniversary of the Grant Date, (x) all
         Tranche 1 Options will immediately become vested and exercisable and
         (y) all Tranche 2 Options and Tranche 3 Options will immediately become
         eligible to vest.

3.       Exercise of Option. Each election to exercise this Option shall be
         subject to the terms and conditions of the Plan and shall be in
         writing, signed by the Optionee or by his or her executor or
         administrator or by the person or persons to whom this Option is
         transferred by will or the applicable laws of descent and distribution
         (the "Legal Representative"), and made pursuant to and in accordance
         with the terms and conditions set forth in the Plan. The latest date on
         which this Option may be exercised (the "Final Exercise Date") is the
         date which is the tenth (10th) anniversary of the Grant Date, subject
         to earlier termination in accordance with the terms and provisions of
         the Plan and this Agreement.

4.       REPRESENTATIONS AND WARRANTIES OF OPTIONEE.

         Optionee represents and warrants that:

         (a)      Authorization. Optionee has full legal capacity, power and
                  authority to execute and deliver this Agreement and to perform
                  Optionee's obligations hereunder. This Agreement has been duly
                  executed and delivered by Optionee and is the legal, valid and
                  binding obligation of Optionee enforceable against Optionee in
                  accordance with the terms hereof.

         (b)      No Conflicts. The execution, delivery and performance by
                  Optionee of this Agreement and the consummation by Optionee of
                  the transactions contemplated hereby will not, with or without
                  the giving of notice or lapse of time, or both (i) violate any
                  provision of law, statute, rule or regulation to which
                  Optionee is subject, (ii) violate any order, judgment or
                  decree applicable to Optionee, or (iii) conflict with, or
                  result in a breach of default under, any term or condition of
                  any agreement or other instrument to which Optionee is a party
                  or by which Optionee is bound.

         (c)      No Other Agreements. Except as provided by this Agreement, the
                  Stockholders Agreement and the Plan, Optionee is not a party
                  to or subject to any agreement or

                                      -2-
<PAGE>

                  arrangement with respect to the voting or transfer of this
                  Option or the shares of common stock issued upon exercise
                  hereof.

         (d)      Thorough Review, etc. Optionee has thoroughly reviewed the
                  Plan and this Agreement in their entirety. Optionee has had an
                  opportunity to obtain the advice of counsel (other than
                  counsel to Holdings, Houghton Mifflin Company or their
                  Affiliates) prior to executing this Agreement, and fully
                  understands all provisions of the Plan and this Agreement.

5.       OTHER AGREEMENTS; CALL OPTION.

         (a)      In addition to the terms and provisions of this Option and the
                  Plan, this Option and any shares received upon the exercise of
                  this Option shall be subject to certain rights, restrictions
                  and obligations set forth in the Stockholders Agreement.

         (b)      Optionee acknowledges and agrees that the shares received upon
                  exercise of this Option shall be subject to the Stockholders
                  Agreement and the transfer and other restrictions set forth
                  therein, and Optionee further acknowledges that, as a
                  condition to receiving this Option, Optionee must execute,
                  join and become party to the Stockholders Agreement as a
                  Manager (as such term is defined in the Stockholders
                  Agreement).

         (c)      Notwithstanding any provision of the Plan, Holdings will
                  satisfy its payment obligation upon any exercise of the Call
                  Option in cash unless such payment would:

                  (i)      constitute, result in or give rise to any breach or
                           violation of, or any default or right or cause of
                           action under, any agreement relating to debt for
                           borrowed money to which Holdings or any of its
                           Subsidiaries are, from time to time, a party, or

                  (ii)     leave Holdings and its Subsidiaries with less cash
                           than, in the good faith judgment of the Board, is
                           necessary to operate the business of Holdings and its
                           Subsidiaries in the ordinary course of business,

                  in which case, Holdings may satisfy its payment obligation by
                  issuing a promissory note in the aggregate principal amount of
                  such payment, the principal amount of which would be due and
                  payable in three consecutive, equal annual installments
                  beginning on the first anniversary of the issuance of such
                  note, and interest would accrue thereon at a rate equal to the
                  prime rate as published in the Money Rates section of The Wall
                  Street Journal at the time such note is issued and be payable
                  annually in arrears.

                                      -3-
<PAGE>

6.       LEGENDS. Certificates evidencing any shares issued upon exercise of the
         Option granted hereby may bear the following legends, in addition to
         any legends which may be required by the Stockholders Agreement or any
         agreement referred to in the immediately preceding paragraph:

         "The securities represented by this certificate were issued in a
         private placement, without registration under the Securities Act of
         1933, as amended (the "Act"), and may not be sold, assigned, pledged or
         otherwise transferred in the absence of an effective registration under
         the Act covering the transfer or an opinion of counsel, satisfactory to
         the issuer, that registration under the Act is not required."

7.       WITHHOLDING. No shares will be transferred pursuant to the exercise of
         this Option unless and until the person exercising this Option shall
         have remitted to Holdings an amount sufficient to satisfy any federal,
         state or local withholding tax requirements, or shall have made other
         arrangements satisfactory to Holdings with respect to such taxes.

8.       NONTRANSFERABILITY OF OPTION. This Option is not transferable by the
         Optionee other than by will or the applicable laws of descent and
         distribution, and is exercisable during the Optionee's lifetime only by
         the Optionee.

9.       STATUS CHANGE. Upon the termination of the Optionee's employment with,
         or other service to, Holdings or its Subsidiaries, this Option shall
         continue or terminate, as provided in the Plan or, to the extent
         applicable, in the last paragraph of Section 2.

10.      EFFECT ON EMPLOYMENT. Neither the grant of this Option, nor the
         issuance of shares upon exercise of this Option, shall give the
         Optionee any right to be retained in the employ of Holdings, Houghton
         Mifflin Company or their Affiliates, affect the right of Holdings,
         Houghton Mifflin Company or their Affiliates to discharge or discipline
         such Optionee at any time, or affect any right of such Optionee to
         terminate his or her employment at any time.

11.      INDEMNITY. Optionee hereby indemnifies and agrees to hold Holdings
         harmless from and against all losses, damages, liabilities and expenses
         (including without limitation reasonable attorneys fees and charges)
         resulting from any breach of any representation, warranty or agreement
         of Optionee in this Agreement or any misrepresentation of Optionee in
         this Agreement.

12.      PROVISIONS OF THE PLAN. This Option is subject in its entirety to the
         provisions of the Plan, which are incorporated herein by reference. A
         copy of the Plan as in effect on the date of the grant of this Stock
         Option has been furnished to the Optionee. By exercising all or any
         part of this Stock Option, the Optionee agrees to be bound by the terms
         of the Plan and this Option In the event of any conflict between the
         terms of this Option and the Plan, the terms of this Option shall
         control.

13.      DEFINITIONS. The initially capitalized terms Optionee and Grant Date
         shall have the meanings set forth on the first page of this Agreement;
         initially capitalized terms not otherwise defined herein shall have the
         meaning provided in the Plan and the

                                      -4-
<PAGE>

         Stockholders Agreement and, as used herein, the following terms shall
         have the meanings set forth below:

                  "Affiliate" shall mean, with respect to any Person, any other
         Person directly or indirectly controlling, controlled by or under
         common control with such Person.

                  "Cash Value" shall mean in the case of cash the actual amount
         of such cash and in the case of Publicly Traded Securities, the Market
         Value of such Publicly Traded Securities at the time of the closing of
         the Sale Transaction.

                  "Consideration" shall mean cash and/or Publicly Traded
         Securities.

                  "Equity Purchase Price" shall mean [$619,837,151.00].

                  "Initial Public Offering" shall mean the occurrence of each of
         (i) the effectiveness of a registration statement under the Securities
         Act of 1933, as amended, covering the common stock of Holdings, and
         (ii) the completion of a sale of such common stock thereunder, which
         sale results in (x) Holdings becoming a reporting company under Section
         12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and
         (y) such Common Stock being traded on the New York Stock Exchange
         ("NYSE") or the American Stock Exchange, or being quoted on the Nasdaq
         Stock Market or being traded or quoted on any other national stock
         exchange or securities system.

                  "Market Value" shall mean with respect to any security
         publicly traded on a national exchange or the Nasdaq National Market or
         any comparable system, the number of shares of such securities
         multiplied by the average of the daily closing prices for 20
         consecutive trading days ending on the last full trading day on the
         exchange or market on which Holdings' Capital Stock is traded or
         quoted. The closing price for any day shall be the last reported sale
         price or, in case no such reported sale takes place on such day, the
         average of the closing bid and asked prices for such day, in each case
         (i) on the principal national securities exchange on which the shares
         of Common Stock are listed or to which such shares are admitted to
         trading, or (ii) if the Common Stock is not listed or admitted to
         trading on a national securities exchange, on the Nasdaq National
         Market or any comparable system, as applicable.

                  "Option Shares" shall mean, from time to time, the aggregate
         number of (i) shares of Class A-10 Common Stock that are then the
         subject of vested Options under the Plan and (ii) shares of Class A-10
         Common Stock that are then outstanding as the result of the exercise of
         Options under the Plan (equitably adjusted to take account of any stock
         dividend or other similar distribution (whether in the form of stock or
         other securities or other property), stock split or combination of
         shares, recapitalization, conversion, reorganization, consolidation,
         split-up, spin-off, combination, repurchase, merger, exchange of stock
         or other transaction or event that affects Holdings' capital stock
         occurring after the date of issuance).

                  "Original Investor Shares" shall mean the Investor Shares
         originally issued to Financiere Versailles S.a.r.l., a Luxembourg
         corporation ("Luxco"), at the Closing and distributed by Luxco to the
         Investors (equitably adjusted to take account of any stock

                                      -5-
<PAGE>

         dividend or other similar distribution (whether in the form of stock or
         other securities or other property), stock split or combination of
         shares, recapitalization, conversion, reorganization, consolidation,
         split-up, spin-off, combination, repurchase, merger, exchange of stock
         or other transaction or event that affects Holdings' capital stock
         occurring after the date of issuance).

                  "Person" shall mean any individual, partnership, corporation,
         association, trust, joint venture, unincorporated organization or other
         entity.

                  "Publicly Traded Securities" shall mean any security that is
         traded on the New York Stock Exchange, American Stock Exchange or the
         Nasdaq National Market.

                  "Sale Transaction" shall mean: (i) any change in the ownership
         of the capital stock of the Company (whether by way of sale of stock,
         merger, or otherwise) if, immediately after giving effect thereto, any
         Person (or group of Persons acting in concert) other than the Investors
         and their Affiliates will have the direct or indirect power to elect a
         majority of the members of the Board, or (ii) a sale or transfer of all
         or substantially all of the Company's assets.

                  "Tranche 2 Vesting Event" shall mean (i) a Sale Transaction in
         which the Cash Value of the net Consideration with respect to Original
         Investor Shares and Option Shares equals or exceeds two times (2x) the
         Equity Purchase Price, (ii) an Initial Public Offering in which the
         initial public offering price is equal to or greater than two times
         (2x) the amount obtained by dividing the Equity Purchase Price by the
         sum of (x) the number of Original Investor Shares and (y) the number of
         Option Shares, or (iii) the first day after the Initial Public Offering
         on which the Market Value of the Original Investor Shares and the
         Option Shares equals or exceeds two times (2x) the Equity Purchase
         Price.

                  "Tranche 3 Vesting Event" shall mean (i) a Sale Transaction in
         which the Cash Value of the net Consideration with respect to Original
         Investor Shares and Option Shares equals or exceeds three times (3x)
         the Equity Purchase Price, (ii) an Initial Public Offering in which the
         initial public offering price is equal to or greater than three times
         (3x) the amount obtained by dividing the Equity Purchase Price by the
         sum of (x) the number of Original Investor Shares and (y) the number of
         Option Shares, or (iii) the first day after the Initial Public Offering
         on which the Market Value of the Original Investor Shares and the
         Option Shares equals or exceeds three times (3x) the Equity Purchase
         Price.

14.      GENERAL. For purposes of this Option and any determinations to be made
         by the Board of Directors of Holdings hereunder, the determinations by
         the Board of Directors of Holdings shall be binding upon the Optionee
         and any transferee.

                                      -6-
<PAGE>

         IN WITNESS WHEREOF, Holdings has caused this Option to be executed
under its corporate seal by its duly authorized officer. This Option shall take
effect as a sealed instrument.

                                                 HOUGHTON MIFFLIN HOLDINGS, INC.

                                                 By:___________________________
                                                       Name:
                                                       Title:

Dated:

Acknowledged and Agreed

_______________________