SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
                 -----------------------------------------------

         WHEREAS,  The Millbrook  Press Inc., a Delaware  corporation,  with its
chief  executive  office  located  at  2  Old  New  Milford  Road,   Brookfield,
Connecticut  06804  (referred to herein as  "Borrower")  entered into a Loan and
Security  Agreement  with  PEOPLE'S  BANK,  a  Connecticut  banking  corporation
("People's"),  with a place of business located at Bridgeport  Center,  850 Main
Street, Bridgeport,  Connecticut 06607 (referred to herein as "Lender") dated as
of December 14, 1995 (the Loan and Security  Agreement  being herein referred to
as the "Loan Agreement"); and

         WHEREAS, Borrower and Lender entered into a First Amendment to Loan and
Security  Agreement  dated as of June 17, 1997  amending and  revising  Sections
2.1(a),  2.1(c),  2.6, 4.6,  6.13(a),  6.13(c) and 6.13(d) of the Loan Agreement
(the Loan and Security Agreement,  as amended by the First Amendment to Loan and
Security Agreement shall be referred to herein as the "Amended Agreement"); and

         WHEREAS, Borrower and Lender have agreed to further amend the terms and
provisions of the Loan  Agreement  effective as of the date stated herein by the
provisions set forth below;

         NOW,  THEREFORE,  Borrower and Lender hereby agree that effective as on
the date stated  herein as the date of  execution by Lender being June 10, 1998,
the Amended Agreement shall be amended to contain the provisions set forth below
and the applicable  provisions of the Amended  Agreement  shall be superseded to
the extent necessary to give effect to the provisions set forth below:

         1.  Section  2.1(a) of the  Amended  Agreement  shall be deleted in its
entirety and the following inserted in lieu thereof:

         2.1 Revolving Advances. (a) Subject to the terms and conditions of this
Agreement,  People's agrees to make revolving  advances to Borrower in an amount
at any one time  outstanding  not to exceed the Borrowing  Base. For purposes of
this Agreement, "Borrowing Base", as of any date of determination, shall mean an
amount equal to eighty  percent  (80%) of the amount of Eligible  Accounts  PLUS
(ii) an amount equal to the lowest of: (x) fifty  percent (50%) of the amount of
Eligible  Inventory,  (y) the amount of credit  availability  created by SECTION
2.1(A)  above  or  (z)  Three  Million  Seven  Hundred  Fifty  Thousand  Dollars
($3,750,000).

         2.  Section  2.1(c) of the  Amended  Agreement  shall be deleted in its
entirety and the following inserted in lieu thereof:

         2.1(c) People's shall have no obligation to make advances  hereunder to
the extent they would cause the outstanding  Obligations to exceed Seven Million
Dollars ($7,500,000) ("Maximum Amount").



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         3.  Section  2.6(d) of the  Amended  Agreement  shall be deleted in its
entirety and the following inserted in lieu thereof:

         (d) Unused Line Fee. On the first day of each month  during the term of
this Agreement,  and thereafter so long as any Obligations are  outstanding,  an
unused line fee in an amount equal to one-eighth (1/8%) of one percent per annum
of the  difference  between Seven Million  ($7,500,000)  Dollars and the average
amount of Obligations outstanding during the immediately prior calendar month.

         4.  Section  3.3 of the  Amended  Agreement  shall  be  deleted  in its
entirety and the following inserted in lieu thereof:

         3.3 Term. This Agreement shall become  effective upon the execution and
delivery  hereof by Borrower and  People's and shall  continue in full force and
effect for a term ending on December 14, 2001.  The  foregoing  notwithstanding,
People's shall have the right to terminate its obligations  under this Agreement
immediately  and without notice upon the occurrence and during the  continuation
of an Event of Default.

         5.  Section  6.13(c)  of the Loan  Agreement  shall be  deleted  in its
entirety and the following inserted in lieu thereof:

         6.13(c)  Tangible Net Worth.  Tangible Net Worth of at least $4,500,000
through  the  1998  fiscal  year  end and  thereafter,  measured  on a  calendar
month-end basis;

         6.  Section  6.13(d) of the Amended  Agreement  shall be deleted in its
entirety and the following inserted in lieu thereof:

         6.13(d)  Working  Capital.  Working Capital of not less than $3,750,000
through  the  1998  fiscal  year  end and  thereafter,  measured  on a  calendar
month-end basis.

         7. Lender has  requested  and  Borrower has agreed to execute a Secured
Promissory  Note to evidence  the maximum  amount of  advances  available  under
Section  2.1(c)  which  Secured  Promissory  Note shall be in the form  attached
hereto as Schedule A.

         8. Borrower agrees to pay a one time modification fee of Eight Thousand
Seven Hundred Fifty Dollars  ($8,750)  which is earned,  in full, and is due and
payable by Borrower to Lender in connection with the execution of this Agreement
on the date hereof.  Borrower  authorizes Lender to charge such modification fee
to its account with Lender as an advance.

         9. Except as herein  amended,  all of the terms and  provisions  of the
Amended Agreement shall remain in full force and effect.

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         10.  Borrower and Lender  agree that this Second  Amendment to Loan and
Security  Agreement  has been  prepared by the mutual effort of both parties and
that in the event of a conflict or  interpretive  question  with  respect to any
term,  provision  or section  contained  in this  Second  Amendment  to Loan and
Security  Agreement or the December 14, 1995 Loan and Security  Agreement,  that
this Second  Amendment to Loan and Security  Agreement and the December 14, 1995
Loan and Security Agreement shall not be construed more strictly against any one
party than any other party;  it being agreed that both  Borrower and Lender have
equally negotiated the terms hereof and thereof.

         11.  The  revisions  and  amendments  recited  herein  shall not become
effective  and shall be of no force or effect until  Borrower has executed  this
Second Amendment to Loan and Security Agreement and the original form of Secured
Promissory Note and provided Lender with a current  certificate of the Secretary
of Borrower  attesting to the adoption  and/or  passage of applicable  corporate
resolutions  authorizing and approving the revisions and amendments contained in
this Second  Amendment to Loan and  Security  Agreement  which such  certificate
shall also contain an acceptable form of incumbency certificate attesting to the
current officers and directors of Borrower.

         The date of  execution  of this Second  Amendment  to Loan and Security
Agreement by Borrower is June 10, 1998.

LENDER:                                    BORROWER:
PEOPLE'S BANK                              THE MILLBROOK PRESS INC.



By:  Peter Coates                           By: Satish Dua
   ---------------------------------           --------------------------------
Title: Vice President                      Title: Vice President & CFO
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