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                                                                    EXHIBIT 99.3

As of April 1, 2003

Mr. Simon Boughton
60 Old Turnpike Road
Bridgewater, CT 06752

Dear Mr. Boughton:

            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"  or the "Company")  agrees to employ you as Executive
Vice  President and  Publisher of the  Company's  fiction and picture book line,
hereinafter called Roaring Brook Press ("RB").

1.          Term of Employment

            1.1    TERM.  Millbrook  hereby  employs you, and you hereby  accept
                   employment with Millbrook, for the period commencing April 1,
                   2003 and terminating July 31, 2005,  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 Executive  Vice
                   President  and Publisher  Roaring  Brook Press,  you shall be
                   totally  responsible  for the  acquisition,  publication  and
                   management of the RB publishing  program and you will 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.

            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.

3.          Compensation

            3.1    ANNUAL  SALARY.  During  the  Employment  Term,  you  will be
                   compensated  at a base  salary  at the rate of  $160,000  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  FOR THE FISCAL  YEARS ENDED JULY 31,
                   2004 AND JULY 31,  2005.  With  respect to each of the fiscal
                   years ended July 31, 2004 and July 31, 2005, you will receive
                   a bonus of $14,000  (the  "Guaranteed  Bonus").  In addition,
                   with  respect to each of the fiscal years ended July 31, 2004
                   and July 31, 2005,  you will be eligible  annually to earn up
                   to an  additional  $24,000  of  incentive  compensation  (the
                   "Initial  Performance  Bonus"). The Initial Performance Bonus
                   will be based on the  Company  meeting  the  annual  budgeted
                   amount of net sales,  cash flow and net  income.  The Initial
                   Performance Bonus may be partially paid if one or more items,
                   but not all three  items,  are met.  If all  three  items are
                   satisfied, you will be entitled to receive all of the Initial
                   Performance   Bonus  and  you  may  be  entitled  to  receive
                   additional incentive compensation subject to the satisfaction
                   of  additional  requirements  as  further  described  in this
                   Section  3.2.  With respect to each of the Fiscal Years ended
                   July 31, 2004 and July 31, 2005,  if each of net sales,  cash
                   flow and net  income  equals or  exceeds  110% of the  annual
                   budgeted amount,  then in addition to the Initial Performance
                   Bonus,  you will be entitled to receive an  additional  bonus
                   equal to $8,000 per annum (the "Second  Performance  Bonus").
                   With  respect to each of the Fiscal Years ended July 31, 2004
                   and July 31,  2005,  if each of net sales,  cash flow and net
                   income equals or exceeds 120% of the annual budgeted  amount,
                   then in  addition to the  Initial  Performance  Bonus and the
                   Second  Performance Bonus, you will be entitled to receive an
                   additional  bonus  equal to  $16,000  per annum  (the  "Third
                   Performance Bonus"). The budgeted figures are those submitted
                   by the  Company  to and  approved  by the Board of  Directors
                   based on the plan  presented  to the Board  Directors  in the
                   Board  package for the  February  10, 2003 Board of Directors
                   meeting of the  Company.  In order to  receive  any or all of
                   your Guaranteed  Bonus,  Initial  Performance  Bonus,  Second
                   Performance  Bonus, or Third Performance Bonus for any Fiscal
                   Year,  you must be employed by the Company at the end of such
                   Fiscal Year.

            3.3    INCENTIVE  COMPENSATION  FOR THE  FISCAL  YEAR ENDED JULY 31,
                   2003.  With  respect to the Fiscal Year ended July 31,  2003,
                   you will be eligible to receive  additional  compensation  of
                   $28,000 and an  additional  bonus of $20,000  relating to the
                   awarding  of the  Coldecott  Award  to  one of the  Company's
                   books.  In order to receive  the $28,000  bonus,  you must be
                   employed  by the  Company at the end of the fiscal year ended
                   July 31, 2003.

            3.4    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 retirement,  disability,  medical  insurance and life insurance plans as the
same may be placed into effect from time to time.  You shall be entitled to four
weeks of vacation  for each of the Fiscal Years ended July 31, 2004 and July 31,
2005.  With respect to the Fiscal Year ended July 31, 2003, you will be entitled
to vacation  time equal to four weeks minus the amount of vacation time you have
used  through the date of this  Agreement  during the Fiscal Year ended July 31,
2003. 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  options to  purchase  100,000  shares of Common
Stock at an  exercise  price  equal to the  average  closing  sales price of the
Company's Common Stock during the five trading days immediately  preceding April
1, 2003, as reported on the Nasdaq Stock Market. Such options will vest in equal
annual  installments  over a four-year period  commencing April 1, 2004 and will
have such other terms as are  contained  in the form of Stock  Option  Agreement
attached as Exhibit A hereto.

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 (i) any merger,  consolidation,  or combination
                   of  Millbrook  into or with  another  corporation  or  entity
                   unless the  stockholders  of Millbrook  immediately  prior to
                   such merger,  consolidation  or combination  continue to own,
                   directly or  indirectly,  more than Fifty (50) percent of the
                   voting  power  of  the  then  outstanding  voting  securities
                   entitled to vote  generally  in the  election of directors of
                   the new (or  continued  entity)  or (ii)  the  sale of all or
                   substantially all of the assets of the Company.

7.          Confidentiality

            7.1    CONFIDENTIALITY. 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,  imprints,
                   clients, suppliers, authors, employees, consultants and other
                   business  associates (all such  information to be 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 is required by law or in
                   the course of 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)  any
                   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  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 the  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  aforesaid   described   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.

            7.6    ORIGINAL  BOOKS.  It is agreed that original books written by
                   you are excluded from the  provisions  of paragraphs  7.5 and
                   2.2  above,  except  that you  agree to offer  Millbrook  the
                   opportunity to publish any such books and, if Millbrook wishs
                   to  publish  the same,  to  negotiate  in good faith with the
                   Executive  Vice-President/Publisher  and  President the terms
                   for such  publication.  If Millbrook does not wish to publish
                   such books,  or if you and  Millbrook  are unable to agree on
                   terms, you shall be free to offer them elsewhere.

8.          Competitive Activities

            8.1    NON-COMPETITION.  During the Employment Term and for a period
                   of 90 days after  termination  for cause,  or for a period of
                   180 days after  termination by you for any 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  directly 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
                          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 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
                   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  OF  CAUSE.   Millbrook  reserves  the  right  to
                   terminate  this  Agreement at any time 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
                   any 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;  or (vi) the  happening of any
                   other event which, under 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 giving  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.   Notwithstanding  the  foregoing,   if  Millbrook
                   proposes to exercise  this  right,  it will  provide you with
                   written  notice  and give  you a  reasonable  opportunity  to
                   present, with the assistance of an attorney if you so choose,
                   to the Board of Directors of  Millbrook  facts and  witnesses
                   related to the proposed  termination  before such termination
                   becomes  effective.  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.

            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 on or before July 31, 2004 (other
                   than  for  "cause"),  you  will be  entitled  to a  severance
                   payment  equal to twelve  months of your  annual  salary.  In
                   addition  to any  rights you may have  pursuant  to Section 6
                   hereof,   in  the  event  that  Millbrook   terminates   your
                   employment at any time from August 1, 2004 until on or before
                   July 31, 2005 (other than for "cause"),  you will be entitled
                   to a  severance  payment  equal to six months of your  annual
                   salary.

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,  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 maters
                   set forth  herein and shall  supercede  any and all  previous
                   contracts, arrangements or understandings between the Company
                   and you. 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 the  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
                   Connecticut  without  giving  effect to the  conflict of laws
                   principles thereunder.

            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/ Simon Boughton
                ------------------------
            Simon Boughton
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