THE MILLBROOK PRESS INCORPORATED
                                 27A Main Street
                           Southampton, New York 11968

                                                                  August 1, 1998

Mr. Jeff Conrad
8 Mary Austin Place
Norwalk, Conn. 06859

Dear Mr. Conrad:

         Upon the terms and  subject to the  conditions  set forth  below,  this
letter shall  constitute  the agreement  pursuant to which The  Millbrook  Press
Incorporated ("Millbrook") agrees to employ you as Chief Executive Officer.

         1.       TERM OF EMPLOYMENT.

                  1.1 TERM.  Millbrook hereby employs you, and you hereby accept
employment with Millbrook,  for a period of two years commencing  August 1, 1998
unless sooner terminated in accordance with the provisions of Section 9 hereof.

                  1.2 FORMER AGREEMENT.  Upon commencement of the term described
in paragraph  1.1, the  employment  agreement of September  27, 1996, as amended
December  13, 1996  (collectively  the "Old  Employment  Agreement"),  is deemed
terminated.  After August 1, 1998, the Old Employment Agreement is of no further
force or effect and your  employment will be based solely upon the terms of this
Employment Agreement (the "Agreement").

                  1.3 DEFINITION.  As used herein,  "Employment  Term" means the
entire period of your employment by Millbrook hereunder,  whether for the period
provided above,  or whether sooner  terminated in accordance with the provisions
of Section 9 hereof.

         2.       DUTIES.

                  2.1 DESCRIPTION OF DUTIES. In your capacity as Chief Executive
Officer,  you shall perform such duties and exercise such authority,  consistent
with  your  position,  as may from  time to time be given to you by the Board of
Directors of Millbrook (the "Directors").  You shall have the responsibility for
the supervision of the day-to-day operations of Millbrook.

                  2.2 DEVOTION OF ENTIRE TIME.  During the Employment  Term, you
agree that you will loyally and  conscientiously  devote your entire  productive
time, efforts, ability and attention to the duties of your office and to promote
the interests of Millbrook,  and that you will not engage in any other  business
duties or pursuits whatsoever. Notwithstanding any of the foregoing, you


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will  not be  prohibited  from  making  passive  personal  investments  or being
involved in the private  business affairs of your immediate family to the extent
that such  activities  do not  interfere  with the  performance  of your  duties
hereunder and are not in any way competitive with the business of Millbrook.

         3.       COMPENSATION.

                  3.1 ANNUAL  SALARY.  During the  Employment  Term, you will be
compensated  at a base  salary at the rate of  $200,000  per  annum,  payable in
accordance with the customary  payroll policies of Millbrook;  provided however,
that if,  pursuant  to Section  9.1,  9.2.  or 9.3 hereof,  your  employment  is
terminated  prior  to the end of the  Employment  Term,  you  will  receive  the
appropriate  pro rata portion of your annual  salary for the period during which
you are actually employed by Millbrook.

                  3.2 INCENTIVE  COMPENSATION.  You will be eligible annually to
earn  incentive  compensation  equal to  fifteen  percent  (15%) of your  annual
salary.  Such incentive  compensation will be based on your meeting or exceeding
the annual budgeted amount of operating and net income as a percentage of sales.
The budgeted  figures are those  submitted by the Company to and approved by the
Board of Directors. Such submission and approval will be completed prior to July
15th of each year. Such incentive  compensation  shall be available provided you
complete each fiscal year. Neither full nor partial incentive  compensation will
be paid unless your employment is continued  through that date. The Board at its
discretion may provide additional compensation for exceeding the budgeted goals.

                  3.3  REIMBURSEMENT  FOR  BUSINESS  EXPENSES.   Millbrook  will
reimburse  you, upon  presentation  of proper  expense  statements or such other
supporting  information as Millbrook may reasonably require, for your reasonable
and necessary  business  expenses  (including,  without  limitation,  telephone,
travel and  entertainment  expenses)  incurred or paid by you in connection with
the performance of your duties hereunder.

         4.       FRINGE  BENEFITS.  You shall be entitled to participate on the
same basis and subject to the same qualifications as all other regular full time
executive  employees of Millbrook in any fringe  benefit plans  Millbrook  makes
available  from time to time for all its  employees,  including  those  benefits
available, if any, under any vacation, retirement, disability, medical insurance
and life  insurance  plans as the same may be placed  into  effect  from time to
time. In addition,  you shall be entitled to  participate  in such other benefit
plans,  if any, as  Millbrook  makes  generally  available  from time to time to
members of its executive staff.

         5.       STOCK OPTIONS.  The Options  granted to you under Section 5 of
the Old Employment Agreement shall be modified to provide that


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(i) the  Option  Term (as  defined  in the Old  Employment  Agreement)  shall be
extended for two years from the date hereof and (ii) the  exercise  price of the
Option shall be corrected to be $4.50 per share.

         6.       CHANGE OF CONTROL

                  6.1  ADDITIONAL  OPTION.  If  prior to the  expiration  of the
Employment Term,  there is a Change of Control (as defined  hereinafter) you are
to be granted an additional Stock Option (the  "Additional  Option") for 100,000
immediately exercisable shares of stock at an exercise price of $4.00 per share.
The Additional  Option will have provisions  substantially  similar to the terms
and  conditions in  Millbrook's  Stock Option Plan and the Standard Stock Option
Agreement.

                  6.2 TERMINATION FOLLOWING A CHANGE OF CONTROL. If prior to the
Expiration  of the  Employment  Term,  there is a Change of Control  (as defined
hereinafter)  and thereafter  any of the following  occur:  (i) this  Employment
Agreement is, within one year of the anniversary date of such Change of Control,
terminated  otherwise  than by reason of cause as defined in paragraph 9.3; (ii)
within one week of the anniversary date of such Change of Control,  you tender a
notice of resignation from your position as Chief Executive  Officer;  (iii) you
are  placed in any  position  of  lesser  stature  than that of Chief  Executive
Officer of Millbrook;  are assigned duties  inconsistent  with a Chief Executive
Officer or duties which, if performed,  would result in a significant  change in
the nature or scope of powers,  authority,  functions or duties inherent in such
positions on the date hereof; are assigned  performance  requirements or working
conditions  which are at variance with the performance  requirements and working
conditions in effect on the date hereof; or are accorded  treatment on a general
basis that is in derogation of your stature as a Chief Executive  Officer;  (iv)
any breach of Sections 3 through 5,  inclusive,  of this  agreement;  or (v) any
requirement  of Millbrook  that the location at which you perform your principal
duties for Millbrook be outside a radius of 40 miles from the location which you
performed  such  duties  immediately  before  the Change of  Control,  then this
Agreement is deemed to be  terminated by Millbrook  otherwise  than by reason of
cause,  and  Millbrook  shall pay you  Severance  Pay in an amount equal to your
annual  salary  for one year  within  five days  after  notice  from you to such
effect.

                  6.3 DEFINITION.  For the purposes of this agreement,  a Change
of Control means the direct or indirect sale, lease,  exchange or other transfer
to any entity,  individual,  or group of  individuals of any number of shares of
capital  stock  which  would  then  allow a  stockholder  or  group  of  related
stockholders  to (i) replace,  appoint,  or  otherwise  change a majority of the
Board of Directors  (as  compared to the Board of Directors at the  beginning of
that fiscal year); or (ii) effect a substantial change in


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management,  or there is a merger,  consolidation,  or  combination of Millbrook
into or with another corporation or entity.  Change of Control shall not include
any  transfer  of shares to an entity or group  controlling  20% of  Millbrook's
outstanding shares as of the date of this Agreement.

         7.       CONFIDENTIALITY.

                  7.1 TRADE  SECRETS.  You and Millbrook  acknowledge  and agree
that  during  the  Employment  Term and in the course of the  discharge  of your
duties hereunder, you will have access to and become acquainted with information
concerning the operation of Millbrook and other valuable  information  regularly
used in Millbrook's  business and not generally known to others. You acknowledge
and agree that it is Millbrook's  policy to maintain such  information as secret
and  confidential,  whether  relating to  Millbrook's  business as heretofore or
hereafter conducted, or relating to Millbrook's customers,  clients,  suppliers,
employees and other business  associates (all such information being referred to
hereinafter as "Confidential  Information").  You acknowledge and agree that all
Confidential Information is owned by Millbrook and constitutes Millbrook's trade
secrets.

                  7.2 NON-DISCLOSURE.  You specifically agree that you shall not
use, publish, disseminate, misappropriate or otherwise disclose any Confidential
Information,  whether  directly or  indirectly,  either  during the term of this
Agreement or at any other time  thereafter,  except as required by law or in the
course  of  your  employment  hereunder.  This  provision  shall  not  apply  to
Confidential  Information  which becomes  generally known to the public by means
other than your breach of this Section.

                  7.3 UNFAIR  COMPETITION.  You  acknowledge  and agree that the
sale, unauthorized use or disclosure of any Confidential Information obtained by
you during the course of your employment under this Agreement, including but not
limited to (a) information  concerning  Millbrook's current,  future or proposed
work,  services,  or  products,  (b) the fact that any such  work,  services  or
products are planned, under consideration, or in production, as well as, (c) and
descriptions thereof,  constitute unfair competition.  You promise and agree not
to engage in any unfair  competition  with Millbrook,  either during the term of
this Agreement or at any other time thereafter.

                  7.4  PRECAUTIONS;  RETURN OF MATERIALS.  You agree to take all
reasonable precautions to protect the integrity of all Confidential Information,
including  all  documents  and other  material  entrusted to you  containing  or
embodying Confidential  Information.  You further agree that all files, records,
documents, and similar items relating to Millbrook's business,  whether prepared
by you or by others, are and shall remain exclusively the property of Millbrook,
and that upon the expiration or termination


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of your employment hereunder you shall return to Millbrook all such material and
all copies thereof in your possession or control.

                  7.5  COPYRIGHTABLE  AND PATENTABLE  MATERIALS.  You agree that
during  the  Employment  Term you will take any and all  business  developments,
opportunities  and  potentially  profitable  situations  relating to Millbrook's
business to the Directors for  exploitation by Millbrook.  You agree promptly to
disclose to Millbrook (and only to Millbrook) any and all knowledge possessed or
acquired  (by you by any means  whatsoever  during  the  Employment  Term  which
relates in any way to any developments,  concepts, ideas or innovations, whether
copyrightable or patentable or not,  relating to the business of Millbrook.  For
the compensation and benefits received hereunder, you hereby assign and agree to
assign to Millbrook  your entire right,  title and interest in and to any of the
aforedescribed  materials,   discoveries,   developments,   concepts,  ideas  or
innovations. All such materials, discoveries,  developments, concepts, ideas and
innovations shall be the property of Millbrook,  and you shall,  without further
compensation,  do all things  necessary to enable  Millbrook to perfect title in
such materials,  discoveries,  concepts, ideas and innovations and to obtain and
maintain  effective  patent or  copyright  protection  in the United  States and
foreign countries thereon, including,  without limitation,  rendering assistance
and executing necessary documents.

         8.       COMPETITIVE ACTIVITIES.

                  8.1  NON-COMPETITION.  During  the  Employment  Term and for a
period of two (2) years after the expiration or earlier  termination thereof for
whatever reason, you shall not within the United States:

                           (a)      Consult   with,   be  employed  by,   render
services  to,  or  engage  in any  business  activity  with  (whether  as owner,
controller, employee, employer, consultant, partner, officer, director, agent or
otherwise)  any  business  or  business  entity  competing  in any way  with the
business of Millbrook;

                           (b)      Without  the prior  written  consent  of the
Directors, personally solicit or cause to be solicited or authorize, directly or
indirectly,  for or on  behalf of  yourself  or any third  party,  any  business
competitive  with  Millbrook,  from others who are or were at any time within 12
months prior to the  expiration  or  termination  of your  employment  hereunder
customers,  suppliers,  clients, authors, agents or other business associates of
Millbrook.

                  8.2 SOLICITATION OF EMPLOYEES AND OTHERS.  You acknowledge and
agree  that  Millbrook's  directors,  officers  and  employees  possess  special
knowledge of Millbrook's  operations and are vitally  important to the continued
success of  Millbrook's  business.  You shall  not,  without  the prior  written
consent of the


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Directors,  directly or  indirectly  seek to persuade any  director,  officer or
employee of Millbrook  either to discontinue  his or her position with Millbrook
or to become employed or engaged in any activity competitive with the activities
of Millbrook.

                  8.3 SCOPE.  If any court  determines that any of the covenants
set forth herein, or any part or parts thereof, is unenforceable  because of the
duration or geographic scope of such provision,  such court shall have the power
to reduce the duration or scope of such  provision,  as the case may be, and, in
its  reduced  form,  such  provision  shall  then be  enforceable  and  shall be
enforced.

         9.       TERMINATION.

                  9.1 BY DEATH.  Prior to the end of the Employment  Term,  your
employment hereunder shall be terminated in the event of your death.

                  9.2 PERMANENT  DISABILITY.  Your  employment  hereunder may be
terminated by Millbrook  upon thirty (30) days' prior  written  notice to you in
the event of your permanent  disability.  As used herein "permanent  disability"
shall mean any illness, injury or other physical or mental disability that shall
prevent you from performing a substantial  portion of your duties  hereunder for
any period of either 90 consecutive  days or an aggregate of 120 days during any
consecutive twelve (12) month period.

                  9.3  TERMINATION  FOR CAUSE.  Millbrook  reserves the right to
terminate  this  Agreement at any time and without notice for "cause" as defined
below. As used in this Agreement, the term "cause" shall mean (i) the commission
by you of any act which would constitute a felony under state or federal law, or
the equivalent  under foreign law, if prosecuted;  (ii) the commission by you of
any act of moral  turpitude;  (iii) the material breach by you of the provisions
of this  Agreement;  (iv) your  failure or refusal to perform  your  obligations
under  this  Agreement,  or other  acts or  omissions  constituting  neglect  or
dereliction  of  duties  hereunder;  (v)  fraud,  dishonesty  or  other  acts or
omissions  by you that  amount to a willful  breach  of your  fiduciary  duty to
Millbrook;  (vi) your personal  bankruptcy;  or (vii) the happening of any other
event which,  under the  provisions  of any laws  applicable to Millbrook or its
activities,  disqualifies you from acting in any or all capacities  provided for
herein.  Millbrook may, at its option,  terminate this Agreement for the reasons
stated in this Section by given  written  notice of  termination  to you without
prejudice to any other remedy to which  Millbrook may be entitled either by law,
in  equity,  or under  this  Agreement.  Upon any such  termination  under  this
Section,   and  upon  Millbrook's   request,   you  agree  to  resign  from  all
directorships  and  positions  as an  executive  officer  you may then hold with
Millbrook or any of its affiliates.


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                  9.4  SEVERANCE  PAY.  Other  than with  respect  to  Section 6
hereof,  whether  and to what  extent you are  entitled  to  severance  pay upon
termination of your  employment  with Millbrook will be determined  according to
Millbrook's severance policies, if any, at the time of such termination.

         10.      MISCELLANEOUS.

                  10.1 NOTICES.  Notices hereunder shall be in writing and shall
be delivered by hand or sent by registered  or certified  mail,  return  receipt
requested, if to you, at the address set forth above, and if to Millbrook Press,
at 27A Main Street, Southampton,  New York 11968, or at such other address as to
which notice has been given in the manner herein provided.

                  10.2  ENTIRE  AGREEMENT.  This  Agreement  sets forth your and
Millbrook's complete understanding with respect to the matters set forth herein.
This Agreement may be modified or amended only by an agreement in writing signed
by the parties hereto.

                  10.3  SEVERABILITY.  If  any  term,  provision,  covenant,  or
condition of this Agreement,  or the application thereof to any person, place or
circumstance,  shall be held by a court of competent jurisdiction to be invalid,
unenforceable,  or  void,  the  remainder  of  this  Agreement  and  such  term,
provision,  covenant,  or  condition  as  applied to other  persons,  places and
circumstances shall remain in full force and effect.

                  10.4 HEADINGS. The headings and captions of this Agreement are
provided for  convenience  only and are intended to have no effect in construing
or interpreting this Agreement.

                  10.5  APPLICABLE  LAW. This Agreement shall be governed by and
construed in  accordance  with the laws of the State of New York without  giving
effect to the conflict of laws principles thereunder.



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                  If the foregoing accurately reflects your understanding of our
agreement and is acceptable to you, please sign the enclosed copy of this letter
and return it to the undersigned.


Very truly yours,

THE MILLBROOK PRESS INCORPORATED

                                        By:/s/ Howard B. Graham
                                            -----------------------------
                                            Howard B. Graham, Chairman of
                                            the Board of Directors

                                        By: /s/ Barry Fingerhut
                                            -----------------------------
                                             Barry Fingerhut, Chairman of
                                             the Compensation Committee

Accepted and Agreed:



By:  /s/ Jeff Conrad
   -----------------------------
          Jeff Conrad



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