<PAGE>

                                                                   EXHIBIT 10.8

                       HAIGHTS CROSS COMMUNICATIONS, INC.

                                2002 EQUITY PLAN

         Haights Cross Communications, Inc., a Delaware corporation (the
"Company"), hereby adopts the 2002 Equity Plan (the "Plan") as an inducement to
certain employees of the Company and/or its subsidiaries (the Company and each
subsidiary, as applicable, an "Employer") to continue their service to, and
maximize the value of, the Company. The Plan is effective as of January 1, 2002
(the "Effective Date").

                                    SECTION 1
            ELIGIBILITY; CONSIDERATION and OTHER AGREEMENTS; CERTAIN
                                  DEFINITIONS

         1.1      PARTICIPANTS. Each employee who (a) is selected by the
Company's Board of Directors, in its sole discretion, to participate in the
Plan, and (b) continues to be an employee of an Employer through December 31,
2002, shall be deemed to be, and shall be referred to herein as, a
"Participant."

         1.2      OTHER AGREEMENTS. Any benefit specifically identified herein
for which a Participant is eligible shall be in addition to (a) the benefits
available to such Participant under the terms and conditions of any current
employment, change in control or similar agreement to which such Participant is
a party, and (b) any amounts payable to such Participant under the Company's
standard annual bonus program.

         1.3      DEFINITIONS. For purposes of this Plan, the following terms
shall have the following meanings:

                  (a)      "Cause" shall mean that the Participant has:

                           (i)      Acted with negligence or willful misconduct
         in connection with the performance of his or her material duties;

                           (ii)     Acted in an insubordinate, recalcitrant,
         disobedient, refractory, truculent, or unmanageable manner;

                           (iii)    Acted in a violent manner;

                           (iv)     Used abusive language toward any manager or
         employee;

                           (v)      Been the subject of excessive unreported or
         unexcused absences;

                           (vi)     Committed a material act of common law fraud
         against the Company or any Employer or any of their respective
         officers;

                           (vii)    Been convicted of a felony;

<PAGE>

                           (viii)   Breached a fiduciary duty owed to the
         Company or any Employer;

                           (ix)     Embezzled assets of the Company or any
         Employer;

                           (x)      Failed to adequately treat a drug or alcohol
         dependency problem which has an adverse impact on the performance of
         the Participant's duties;

                           (xi)     Violated any material policy of the Company
         or any Employer, including the Company's Equal Employment and
         Harassment Policy; or

                           (xii)    Voluntarily resigned his or her employment
         with an Employer.

                  (b)      "Change in Control" shall mean the consummation of a
single transaction or series of related transactions in which any one of the
following occur: (i) all or substantially all of the assets of the Company on a
consolidated basis are sold to an unrelated person or entity, (ii) a merger,
reorganization or consolidation is effected in which the outstanding shares of
the Company's capital stock are converted into or exchanged for securities of
the successor entity and the stockholders of the Company immediately prior to
such merger, reorganization or consolidation own less than a majority of the
successor entity's issued and outstanding voting securities immediately after
such merger, reorganization or consolidation; or (iii) any other type of
transaction is effected following which the owners of the Company's outstanding
voting power immediately prior to such transaction do not own at least a
majority of the outstanding voting power of the Company or any successor entity
immediately after such transaction.

                  (c)      "EBITDA" shall mean, with respect to each Employer,
such Employer's earnings from continuing operations before (i) interest expense,
(ii) federal and state corporate income taxes, (iii) depreciation on property
and equipment, and (iv) amortization of goodwill and other intangibles. EBITDA
shall include amortization of capitalized product development costs. EBITDA
shall exclude gains and/or losses on the sale of assets and any other
non-recurring types of gains and/or losses or expenses. Consistent with this
definition, EBITDA for the Company on a consolidated basis shall be calculated
in a manner consistent with the calculation of the Company's traditional
measurement known as Net EBITDA. EBITDA for each Employer and for the Company on
a consolidated basis shall be determined by the Company's certified public
accounting firm following the completion of the Company's fiscal year 2002
audited consolidated financial statements.

                  (d)      "Qualified Public Offering" shall mean the Company's
first underwritten public offering on a firm commitment basis by a nationally
recognized investment banking organization or organizations pursuant to an
effective registration statement under the Securities Act of 1933, as amended
(the "Securities Act"), covering the offer and sale of the Company's common
stock ("Common Stock") with respect to which (i) the Company receives aggregate
net proceeds attributable to sales of Common Stock for the account of the
Company (after deduction of underwriting discounts and commissions) of not less
than $50 million, and (ii) such Common Stock is listed for trading on either the
New York Stock Exchange, the NASDAQ National Market, or other recognized
national securities exchange.

                                       2

<PAGE>

                  (e)      "Regular Bonus Amount" shall mean the Participant's
2002 base compensation amount multiplied by the Participant's annual bonus
percentage opportunity at the Participant's Employer's 2002 target level of
performance. For example, a Participant with 2002 base compensation of $50,000
and an annual bonus percentage based on the applicable Employer's performance of
20% would have a "Regular Bonus Amount" for purpose of this Plan of $10,000.

                  (f)      "Schedule A" shall refer to a schedule to be
delivered separately to each employee of an Employer selected to participate in
the Plan, which schedule shall set forth, on an individual basis, the manner in
which each such selected employee's 2002 Equity Plan Payment (as defined below)
would be calculated if such employee's Employer achieves the EBITDA targets
described therein. The information provided on a Schedule A is for illustrative
purposes only and shall not be deemed to grant any rights to or enlarge any
rights of any person receiving a copy thereof.

                  (g)      "Significant Transaction" shall mean the consummation
of a single transaction or series of related transactions (not otherwise
constituting a Change in Control) in which a majority or more of the assets of
the Company on a consolidated basis, as determined by the Company's Board of
Directors, are sold to an unrelated person or entity.

                                   SECTION 2
                             EQUITY VALUE INCENTIVE

         2.1      INCENTIVE PAYMENT.

                  (a)      In the event a Participant's Employer achieves EBITDA
for the fiscal year ending December 31, 2002 ("2002 EBITDA") in an amount equal
to at least the "Floor" for such Employer as indicated on such Participant's
Schedule A delivered in connection herewith, the Participant shall be eligible
to receive under this Plan an amount equal to such Participant's Regular Bonus
Amount multiplied by the "2002 Equity Plan Percentage" as shown on such
Participant's Schedule A, the product of which is shown on such Participant's
Schedule A as the Participant's "2002 Equity Plan Payment."

                  (b)      A Participant's 2002 Equity Plan Payment based on the
Participant's Employer achieving 2002 EBITDA at the Floor and at certain defined
levels above the Floor, together with such Participant's applicable 2002 Equity
Plan Percentage at such levels, shall be as set forth on such Participant's
Schedule A. The calculation of a Participant's 2002 Equity Plan Payment if the
Participant's Employer achieves 2002 EBITDA between any of the defined
performance levels set forth on such Participant's Schedule A shall be made on a
straight line basis, based on where actual 2002 EBITDA falls between such
defined performance levels. There shall be deducted from any Participant's 2002
Equity Plan Payment under this Plan any tax or other withholding amounts
required to be withheld by the Company or any Employer under applicable law.

         2.2      PAYMENTS. Subject to Section 2.3 below, a Participant shall be
entitled to receive his or her applicable 2002 Equity Plan Payment as follows:

                                       3

<PAGE>

                  (a)      Upon the first to occur of a Change in Control or a
Qualified Public Offering, in each case which is consummated on or after January
1, 2003, each Participant that is employed by an Employer on the date such
Change in Control or Qualified Public Offering is consummated shall be entitled
to receive an amount equal to (i) 100% of such Participant's 2002 Equity Plan
Payment, minus (ii) any amounts previously paid to such Participant pursuant to
Section 2.2(b) or Section 2.2(c) below. Any amounts paid under this Section
2.2(a) shall be paid by the Company to such Participant in a lump sum cash
payment as soon as practicable, but in no event later than 30 days following the
date of consummation of such Change in Control or Qualified Public Offering.

                  (b)      Upon the occurrence of a Significant Transaction
which is consummated on or after January 1, 2003, provided that a Change in
Control or Qualified Public Offering has not been consummated prior to the date
such Significant Transaction is consummated, each Participant that is employed
by an Employer on the date such Significant Transaction is consummated shall be
entitled to receive an amount equal to the lesser of (i) the percentage of such
Participant's 2002 Equity Plan Payment which is equivalent to the percentage of
the Company's assets which is sold in such Significant Transaction, or (ii) such
Participant's 2002 Equity Plan Payment minus any amounts previously paid to such
Participant pursuant to this Section 2.2(b) and Section 2.2(c) below. Any
amounts paid under this Section 2.2(b) shall be paid by the Company to such
Participant in a lump sum cash payment as soon as practicable, but in no event
later than 30 days following the date of such Significant Transaction.

                  (c)      On each of March 31, 2003, September 30, 2003 and
March 31, 2004 (each, a "Partial Payment Date"), provided that a Change in
Control or Qualified Public Offering has not been consummated prior to such
applicable Partial Payment Date, each Participant that is employed by an
Employer on the applicable Partial Payment Date shall receive an amount equal to
the lesser of (i) thirty-three and one-third percent (33 1/3%) of such
Participant's 2002 Equity Plan Payment, or (ii) such Participant's 2002 Equity
Plan Payment minus any amounts previously paid to such Participant pursuant to
Section 2.2(b) above and this Section 2.2(c) (each, a "Partial Payment"). Any
Partial Payment made under this Section 2.2(c) shall be paid by the Company to
each Participant in a lump sum cash payment.

         2.3      TERMINATION OF EMPLOYMENT. Notwithstanding the foregoing, if,
after December 31, 2002 and prior to the payment in full of such Participant's
2002 Equity Plan Payment under Section 2.2 above, a Participant's employment
with his or her Employer is terminated by such Employer:

                  (a)      without Cause, then such terminated Participant shall
be entitled to receive such Participant's 2002 Equity Plan Payment or the
applicable portion thereof under Section 2.2(a) or Section 2.2(b) above (in the
case of a Change in Control, Qualified Public Offering or Significant
Transaction), or any remaining Partial Payments thereof under Section 2.2(c)
above, in the manner and at the times provided in Section 2.2(a), Section 2.2(b)
or Section 2.2(c) above, respectively, subject to Section 2.4 below; or

                  (b)      for Cause, then such terminated Participant shall not
be entitled to receive any part of such Participant's 2002 Equity Plan Payment
under Section 2.2(a) or Section 2.2(b)

                                       4

<PAGE>

above (in the case of a Change in Control, Qualified Public Offering or
Significant Transaction) or any remaining Partial Payments thereof under Section
2.2(c) above.

         2.4      PAYMENT IN CONNECTION WITH TERMINATION OF EMPLOYMENT WITHOUT
CAUSE. In connection with the termination of a Participant's employment with his
or her Employer without Cause, then the Company's obligation to pay to such
Participant any part of his or her 2002 Equity Plan Payment under Section 2.2(a)
or Section 2.2(b) above or any remaining Partial Payments thereof under Section
2.2(c) above shall be expressly conditioned upon such Participant's execution
and delivery to the Company of a general release of any and all claims against
the Company and any Employer, which release shall be in a form acceptable to the
Company.

                                    SECTION 3
                                 ADMINISTRATION

         3.1      ADMINISTRATION OF THE PLAN. The Chief Executive Officer of the
Company (the "Administrator") shall have the sole discretionary power to
interpret the provisions of this Plan, and make all decisions and exercise all
rights with respect to the Plan. The Administrator shall have final authority to
apply the provisions of the Plan, and shall also have the exclusive
discretionary authority to make all determinations (including, without
limitation, the interpretation and construction of the Plan and the
determination of relevant facts) regarding the entitlement of benefits hereunder
and the amount of benefits to be paid from the Plan. The Administrator's
exercise of its discretionary authority shall be binding on all parties.

         3.2      AMENDMENT OR TERMINATION OF PLAN. This Plan may be amended,
modified or terminated only by the Board of Directors of the Company. This Plan
will automatically terminate as to each Participant (a) as of December 31, 2002
if such Participant's Employer fails to achieve 2002 EBITDA in an amount equal
to at least the "Floor" for such Employer indicated on such Participant's
Schedule A, (b) upon the date such Participant is terminated for Cause, or (c)
upon the last date upon which payments under this Plan are made to such
Participant under Section 2.2 above. Notwithstanding the foregoing, this Plan
may be amended, modified or terminated earlier by the Board of Directors at any
time; provided, that the Board shall not be permitted to amend, modify or
terminate the Plan with respect to persons who, as of the date of such
amendment, modification or termination and absent such amendment, modification
or termination, would thereafter be entitled to payments under the Plan unless
each such person agrees in writing to such amendment, modification or
termination.

         3.3      EMPLOYMENT STATUS. This Plan does not constitute a contract of
employment or impose on any Participant any obligation to remain as an employee
of an Employer, or impose on an Employer any obligation (a) to retain any
employee or Participant as an employee, (b) to change the status of any employee
or Participant as an at-will employee, or (c) to change such Employer's policies
regarding termination of employment.

         3.4      CONFIDENTIALITY. As a condition to participation in the Plan,
each Participant agrees that he or she shall hold in strict confidence, and
shall protect and maintain the

                                       5

<PAGE>

confidentiality of, the terms and provisions of this Plan, such Participant's
Schedule A delivered in connection herewith, and all other matters related to or
contemplated by this Plan.

ADOPTED BY THE BOARD OF DIRECTORS: February 12, 2002

                                       6