THE MILLBROOK PRESS INCORPORATED
                             2 Old New Milford Road
                              Brookfield, CT 06804

                                                                February 1, 1999

Mr. David Allen
The Millbrook Press Inc.
2 Old New Milford Road
Brookfield, CT 06804

Dear Mr. Allen:

         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 Financial 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 February 1, 1999
unless sooner terminated in accordance with the provisions of Section 9 hereof.

                  1.2 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 Financial
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 President 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 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.


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         3.       Compensation.

                  3.1 Annual  Salary.  During the  Employment  Term, you will be
compensated  at a base  salary at the rate of  $150,000  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  thousand  dollars  ($15,000) per
annum.  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 of
Directors 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.  You will be granted as of the  commencement  of your
employment,  February  1, 1999,  a stock  option to  purchase  50,000  shares of
Millbrook's  common stock.  The exercise price for the options will be $4.50 per
share.  The option  will become  exercisable  for one fifth of the shares on the
first  anniversary of the grant and one fifth on subsequent  anniversary  dates.
Exercise of the options is contingent  upon your being  employed by the Company.
For a further  description  of the terms of the options,  please see the form of
option letter attached hereto as Exhibit A.


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         6.       Change of Control

                  6.1 Termination Following a Change of Control. If prior to the
Expiration  of the  Employment  Term,  there is a Change of Control  (as defined
hereinafter), all options held by you shall immediately become exercisable.

                  6.2 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 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

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<PAGE>

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  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 Board of Directors of the Company 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 one (1) 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 Board of
Directors  of the  Company,  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.

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<PAGE>

                  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 Board of Directors of the Company, 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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<PAGE>

                  9.4  Severance  Pay.  In  addition  to any rights you may have
pursuant  to  Section 6 hereof,  in the event  that  Millbrook  terminates  your
employment  prior to  February 1, 2002  (other  than for  "cause"),  you will be
entitled to a  severance  payment  equal to one month of your annual  salary for
every year you were  employed by  Millbrook.  If your  employment  is terminated
after February 1, 2002, 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 2 Old New Milford Road, Brookfield,  CT 06804, 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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<PAGE>

                  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:__________________________________________
                                      Howard B. Graham, Chairman of the Board
                                                        of Directors

                                   By:__________________________________________
                                      Jeffrey Conrad, President

Accepted and Agreed:


By:_________________________
        David Allen

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