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                                                                    EXHIBIT 10.8


[* SIGNIFIES THAT CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]

                                                                November 1, 2004


W.W. Norton & Company
500 Fifth Avenue
New York, NY 10110

This contract, when counter executed and delivered to us, shall constitute an
agreement effective as of the above date between W.W. NORTON & COMPANY, INC.
("Publisher") and THE PEOPLE'S PUBLISHING GROUP INC. ("Distributor").

1)       APPOINTMENT.

         a)       Publisher hereby appoints Distributor, and Distributor accepts
                  appointment to be, Publisher's sole and exclusive
                  distributor in the areas and markets set forth on Schedule 1
                  (the "Market") for the promotion, sale, and distribution of
                  the print materials set forth on Schedule 1. Schedule 1
                  shall be deemed amended from time to time to include all
                  Norton, Liveright and Countryman books in print and such
                  other distributees as the Publisher shall time-to-time
                  permit unless specific written notice of an exception is
                  provided to Distributor, which notice shall include a
                  statement of the reason for the exception. (All such
                  materials are referred to as "Works") Publisher will give
                  Distributor timely advance notice and information concerning
                  all new Works it plans to publish, including notice of any
                  sales restrictions, and one free copy of each new Work on
                  availability.

         b)       All rights not specifically granted herein are retained by
                  Publisher.

         c)       This agreement shall be effective on the above date and shall
                  continue until September 30, 2007 unless earlier terminated as
                  provided in section d)(i) and d)(ii). The Agreement shall
                  thereafter be automatically renewed from year to year unless
                  either party gives notice of termination on or before March
                  31st of any year commencing with 2008 to be effective the
                  immediately following September 30th. References in this
                  Agreement to "year" "fiscal year" or to "FY" shall mean the
                  twelve-month period ending on March 31st.

         d)       This agreement may be terminated prior to September 30, 2007
                  in the event of any of the following occurrences:

                  i)       If Distributor fails to increase its purchases on a
                           year to year basis in order to sustain an average of
                           [*] over two fiscal years, then Publisher may
                           terminate this agreement on December 31st of the
                           fiscal year following that in which the shortfall
                           took place provided notification is given by June
                           15th. Purchases are defined as net purchases after
                           discount in the [*] percent discount categories, (see
                           Section 2) (i) - (iii)) plus purchases by resellers
                           less commission, Section 2) (v), and claimed sales
                           less commission, Section 2) (vi).


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                  ii)      If in the period prior to September 30, 2007
                           Distributor undertakes to act in a like capacity for
                           a publisher other than Publisher, and Publisher
                           reasonably determines that such joint representation
                           is antithetical to Publisher's best commercial
                           interests, then Publisher may by written notice
                           terminate this agreement effective the September 30th
                           that is at least 12 months from the date of notice.
                           Notwithstanding the foregoing, nothing in this
                           Agreement shall be deemed to limit any right, or
                           mandate any obligation on the part of Distributor to
                           sell to customers of its choosing.

2)       TERMS OF SALE.

         (a)      Distributor may purchase Works from Publisher's available
                  inventory on the following terms, in each case payable in U.S.
                  dollars within [*] days of invoice:

                  COLLEGE TEXT PURCHASES

                  i)       In each period, Purchases by Distributor of Works for
                           sale directly to schools shall be at a discount of
                           [*]% from Publisher's net price.

                  ii)      Purchases by Distributor of Works for resale to
                           school bookstores, and to enterprises that act as
                           resellers to secondary schools shall be at a discount
                           of [*]% from the Publisher's net price.

                  iii)     Purchases by Distributor of Works for Local Authority
                           Adoptions as defined in Schedule II shall be at a
                           discount of [*]% off Publisher's net price.

                  iv)      Purchases by Distributor of Works for State Adoptions
                           as defined in Schedule II shall be at the larger of a
                           discount of [*]% off Publisher's net price or [*]%
                           off Distributor's negotiated list price to the State
                           authority. Distributor will enter a State Adoption
                           only upon agreement with Publisher as outlined in
                           Schedule II.

                  v)       In each period, the Publisher will pay to the
                           Distributor a commission of [*]% of the net sales of
                           Works by resellers in the secondary school market who
                           buy direct from Publisher, as outlined in Schedule 1.
                           The commission will be paid only upon [*]. Publisher
                           will assist the Distributor in obtaining reseller
                           sales reports by school.

                  vi)      Distributor can claim [*]% commission on documented
                           orders to resellers in the Distributor's market as
                           defined in Schedule 1 provided that Distributor
                           actively sells to the school where the texts were
                           ultimately used. Publisher will calculate commission
                           on net sales after returns.



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                  TRADE TITLES

         (a)      Purchases will be at the discounts and terms established, from
                  time to time, by Publisher for its trade wholesaler accounts.
                  Trade titles are not included in the definition of works in
                  Schedule 1. Publisher does not grant an exclusive to
                  Distributor on sales of Trade titles to the secondary market.

         (b)      Publisher shall provide to Distributor each month an
                  electronic listing of all titles and their respective net
                  prices. It is Distributor's responsibility to notify Publisher
                  of any such listings not received.

         (c)      Sales shall be F.O.B. Publisher's bindery or warehouse, as
                  applicable. Publisher shall bill Distributor for the
                  discounted sales plus actual postage or other transportation
                  charges.

         (d)      Distributor will use reasonable efforts to batch orders.

         (e)      Distributor can qualify for the following incentive discounts.

                  "BASE SALES AMOUNT" is established as follows for each
                  12-month period ended March 31st, 2005 through March 31st,
                  2008.

                  The "Base Sales Amount" equals [*]% of the highest year's net
                  Purchases, from FY04 to FY08, by Distributor at the [*]%,
                  [*]%, and [*]% levels plus net sales less commission to
                  purchases of Works by resellers in the secondary school market
                  who buy direct from Publisher, as outlined in Schedule 1.

                  If the returns from Distributor to Publisher in the period
                  from which the Base Sales amount was calculated exceed [*]% of
                  gross purchases (net plus returns), then the Base Sales amount
                  will equal [*]% of the highest year's total as described
                  above.

                  Purchases by Distributor from Publisher after the Base Sales
                  amount is reached in a 12-month period ending March 31st, will
                  qualify for an extra discount of [*]% in each applicable
                  category -- [*]% will rise to [*], [*]% will rise to [*]%,
                  [*]% will rise to [*]%.

                  The extra discount earned after reaching the Base Sales amount
                  will not be calculated at purchase. The extra discount will be
                  paid after the end of the respective period ending March 31st.

3)       RETURNS.

         For so long as Distributor is not in breach of this Agreement,
         Distributor will have the right to return Works in saleable condition,
         for full credit against amounts due Publisher from Distributor or, if
         there are no such amounts due, for refund. Works received by
         Distributor containing manufacturing defects may be returned pursuant
         to the applicable provisions of the Uniform Commercial Code.


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         Returns of superceded editions will only be accepted for [*] following
         the publication of a new edition. Continuing purchases of previous
         edition texts made in order to fulfill contractual obligations may be
         returned up to [*] from date of purchase.

         When Publisher determines that damaged returns are due to use of the
         text and not to defect, the Publisher may decline to accept the return.
         Publisher will not accept claims of damaged books after [*] months from
         date of the first use of the text. Distributor may buy replacement
         copies at the unit cost of the text.

         Distributor will enact a returns policy for its customers with respect
         to Publisher's products that is substantially similar to the policy in
         effect at that time with respect to Publisher's sales to the Market.

4)       RESPONSIBILITIES FOR PROMOTION.

         (a)      Distributor will use reasonable efforts to promote Works in
                  the Market by means of telemarketing, catalogues and other
                  appropriate means. Distributor's responsibilities shall be as
                  set forth on Schedule 3. In the events of any alleged breach,
                  Distributor shall have ninety days from receipt of written
                  specific notice to affect a cure.

         (b)      At Distributor's reasonable and timely request, Publisher will
                  provide Distributor, without charge except for transportation,
                  reasonable numbers of catalogues and samples of sales
                  promotional materials as issued. Publisher will provide PDFs
                  of its promotional materials, for which it owns the rights, at
                  no cost to Distributor. Publisher will provide book cover
                  scans in electronic format at no charge to Distributor. Such
                  scans may only be used in whole, and not be cropped or
                  otherwise modified. Publisher assumes no liability or cost for
                  use by Distributor of such scans.

5)       FREE COPIES

         a)       Publisher will supply to Distributor a reasonable number of
                  desk copies, free copies for conventions and displays and
                  sample copies to be sent to customers for review and
                  inspection of Works (collectively, "Samples"). The Publisher
                  will be responsible for postage or shipping charges and paper,
                  printing and binding on Samples, to a limit of [*]% of its net
                  sales to Distributor. Under no circumstances may Distributor
                  knowingly sell such copies to any other party. Such expenses
                  in excess of [*]% will be the responsibility of Distributor.
                  The Publisher will not charge Distributor for packing and
                  fulfillment.

                  i)       Distributor and Publisher will agree upon annual
                           budget amounts for formal State adoptions that shall
                           be excluded from the [*]% limit.

                  ii)      Distributor and Publisher will agree upon annual
                           budget amounts for official College Board Sponsored
                           AP Workshops that shall be excluded from the [*]%
                           limit.


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         b)       Publisher shall provide monthly reports of sample copies sent
                  and postage expense. It is the Distributor's responsibility to
                  create cumulative reports for any other periods. It is the
                  Distributor's responsibility to report to publisher a missing
                  monthly report. The absence of a sample copy expense report
                  does not absolve the Distributor of responsibility for the
                  expenses unless Publisher knowingly and willingly withholds
                  the report.

                  Publisher shall provide on a quarterly basis a cumulative
                  report including known free copy expenses and postage expense.

                  Publisher shall provide on an annual basis a cumulative report
                  including costs of free copies, manufacturing costs of all
                  other items, and postage expenses. The annual report will be
                  used to calculate the free copy budget.

                  It is Distributor's responsibility to make timely suggestions
                  about modification of report, or to indicate any missing
                  expense information. It is the Publisher's responsibility to
                  make a good faith effort to provide missing expense
                  information.

         c)       [*].

6)       REPORTS. Distributor shall semi-annually report to Publisher its
         estimated needs for Works in the forthcoming 6-month period.

7)       HANDLING OF ORDERS.

         a)       Distributor shall be responsible for invoicing and for
                  providing to Publisher all shipping documents reasonably
                  necessary for fulfillment.

         b)       Publisher shall be responsible for picking, packing and
                  shipping orders. Distributor will reimburse Publisher for the
                  expense of postage or other shipping of such orders.

         c)       In the event Publisher receives any orders or inquiries for
                  Works that would fall within Distributor's market as defined
                  in paragraph 1, Publisher will promptly turn such orders and
                  inquiries over to Distributor. Publisher will inform the
                  customer of agreement with Distributor. Publisher will make
                  reasonable efforts to enforce the market as defined in
                  Schedule 1. If Publisher determines a re-seller has valid
                  business reasons for buying direct from Publisher, e.g. it
                  serves additional or multiple markets separate from Secondary
                  schools, the Distributor can seek commission through Clause 2)
                  a) vi)

8)       WINDING UP. On termination, Publisher will accept returns from
         Distributor pursuant to Section 3 for [*].

9)       INFRINGEMENT AND PIRACY. Distributor will promptly report to Publisher
         all incidents of copyright infringement of the Works that come to its
         attention, and will cooperate in civil and/or criminal prosecution of
         the entities engaging in such activity.


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10)      COMPLETE AGREEMENT; AMENDMENT. This agreement sets forth the complete
         understanding of the parties and cannot be waived, amended or modified
         except in writing signed by Distributor and Publisher. This agreement
         cancels and supersedes all prior Agreements between the parties in
         respect to the subject matter hereof.

11)      NO PARTNERSHIP, AGENCY, FRANCHISE OR JOINT VENTURE. It is understood
         that Distributor is and shall remain an independent contractor,
         operating a separately established business, and not Publisher's agent,
         partner or legal representative and that Distributor has no authority
         to commit Publisher to any legal obligation to a third-party.

12)      ARBITRATION; EXCLUSIVE JURISDICTION AND VENUE. In order to provide for
         certainty and convenience to the parties, all disputes hereunder shall
         be resolved by arbitration in New York, New York pursuant to the
         Commercial Arbitration Rules of the American Arbitration Association or
         Article 75 of the New York Civil Practice Law and Rules and exclusive
         jurisdiction over all matters related to such arbitration shall lie in
         the state courts of the State of New York sitting in New York country;
         and no other court or tribunal shall have jurisdiction to determine any
         controversy or dispute arising under or concerning this Agreement. Each
         party agrees to submit to the jurisdiction of such courts in the City
         and State of New York and consents to the service or process on it (in
         addition to service as provided by law) in the same manner as
         prescribed for service of notices under this Agreement.

13)      NOTICES. Notices hereunder shall be in writing and delivered by hand or
         by express courier as follows:

         If to Publisher:                           If to Distributor:
         W.W. Norton & Company, Inc.                The Peoples Publishing Group
         500 Fifth Avenue                           299 Market Street
         New York, NY 10110                         Saddle Brook, NJ 07663
         Attn.: CFO                                 Attn.: Chairman

Notices shall be effective upon delivery.


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14)      RESALE MARKET. During the term of this agreement, distributor will not
         engage in the sale or distribution of "used" books of Publisher.
         Nothing in this Section shall affect the right of Distributor to
         receive and to resell copies of Works pursuant to Section 3.

15)      SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
         parties and their successors and assigns. Except in connection with the
         sale of substantially all of the business of a party, this agreement
         may not be assigned by either party without the prior approval of the
         other party, which approval will not be unreasonably withheld.

ACCEPTED AND AGREED
PEOPLES PUBLISHING GROUP

By: James Peoples
Title: Chairman


Signature: /s/ James Peoples


ACCEPTED AND AGREED:
W.W. NORTON & COMPANY, INC.

By: W. Drake McFeely
Title: President


Signature: /s/ W. Drake McFeely


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                                   SCHEDULE 1.

MARKET

         The Market will be the United States public and private schools, grades
         K-12. The Market also includes DODDS and International Bilingual
         Schools actively marketed by Distributor The audience includes both the
         day and evening enrollments in the schools. The Market also includes
         high school bookstores and distributors whose primary business is
         reselling college books to high schools and who represent that book
         orders are to supply high schools and high school bookstores. Home
         schooling suppliers are not included in the market.

         Both Distributor and Publisher recognize that certain re-sellers will
         continue to purchase books direct from Publisher (including but not
         limited to Varsity Books, Adams Online, Baker and Taylor, MBS). The
         Publisher will make reasonable efforts to direct the purchase of Works
         to the Distributor. In cases where Publisher deems it should sell
         direct to reseller then sales and commission will be accounted for as
         laid out in contract.

         The Market does not include secondary school enrollments in courses at
         post secondary institutions where Works are purchased by resellers
         whose primary business is post secondary enrollments.

WORKS

         All Norton and Liveright net price college texts (together with
         supplemental and ancillary materials) published by Publisher. Trade
         books (list price) in hardcover and paperback format are not included
         in definition of works though Distributor may promote and purchase
         these for resale on a non-exclusive basis from Publisher.



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                                  SCHEDULE II.

LOCAL AUTHORITY ADOPTIONS

         Local Authority Adoptions take place in all states including state
         adoption and open territory states. A consistent characteristic of a
         Local Authority adoption is the presence of a centralized formal
         adoption process that takes place within a school district, county,
         city, or dioceses. Local authority adoption share some but certainly
         not all, of the following characteristics:

         o        PPG receives notice of a school district or county adoption.
                  Usually this information is communicated by letter by the
                  adopting authority.

         o        The adoption unit requires multiple exam copies of textbooks
                  and ancillaries for school administrators and the adoption
                  committee.

         o        Formal on-site presentations to the adoption committee or in
                  some districts meeting with committee members and their school
                  advisors.

         o        Requirements to submit book correlations to state and/or AP
                  standards.

         o        Extensive pre-work prior to imposed blackout periods where
                  publishers are not allowed to contact committee members.

         o        Committee recommends book adoptions often listing multiple
                  books to provide local schools with purchase options.

         o        PPG begins selling process to influence school building
                  decisions.

         o        Large unit purchases - for our purposes let's agree a LA
                  purchase must be in excess of [*] units or $[*].

         o        Contract negotiations related to price, shipping and handling,
                  and availability.

         PPG will be responsible for maintaining and distributing monthly to
         Norton a Local Authority Pending and adoption file. In adoptions
         requiring a formal contract Peoples will negotiate terms and make
         recommendations to Norton. Final contract approval and administration
         will be a Norton responsibility.

         Local authority purchases will be identified and the appropriate
         discount taken when PPG sends the purchase information to Norton.
         Purchases not contained in the monthly pending report will not qualify
         as LA adoptions.


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STATE ADOPTIONS

         Formal call issued by the State Board of Education asking for
         publishers to submit instructional materials for state evaluation bids,
         contracting and purchase. Most but not all Adoption States require
         publishers to use a state depository.

         Many adoption states, such as GA, VA, FL, provide funding for the
         purchase of non-adoption materials by the local schools in a process,
         which we have described as Local Authority Adoptions. Other states such
         as TX and NC rigorously subscribe to the State Adoption process.

<TABLE>
         The State Adoption states are:
<S>     <C>                                <C>                        <C>                       <C>
         AL                                 ID                         NV                        SC
         AR                                 IN                         MN                        TN
         CA (K-8 only, 9-12 open)           KY                         NC                        TX
         FL                                 LA                         OK                        UT
         GA                                 MS                         OR                        VA
         WV
</TABLE>

         Publishers Duties

         o        Enter into State Adoption Contracts and contracts with
                  counties, school districts and other local authorities within
                  the state adoption states, taking into consideration the
                  Distributor's recommendations and the commercial interests of
                  both of the parties.

         Distributors Duties

         o        Distributor is responsible for all expense related to
                  promotion of Publisher titles to State Adoption contracts
                  except for free copies. Distributor and Publisher to agree
                  upon budget for free copy expenses as per Section 5 a) i).
                  Distributor will be responsible for free copy expenses in
                  excess of agreed budget.

         Terms of Sale

         o        Sales under State Adoption contracts shall be made directly
                  between the Publisher and the States. Net sales shall mean
                  receipts from sales, net of returns, less depository fees,
                  taxes, and postage and handling charges. Commission shall be
                  paid [*] days following receipt by Publisher of payments by
                  the state.

         Handling of Orders

         o        Orders received by Distributor for Works covered under State
                  Adoption Contracts shall be promptly turned over to the
                  Publisher. The Publisher shall be responsible for all order
                  processing, invoicing fulfillment, collection and bad debt of
                  works sold under State Adoption Contracts.


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                                  SCHEDULE III

Responsibilities for Promotion

[*]






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