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                                                                    EXHIBIT 99.2

As of April 1, 2003

Mr. David Allen
40 Edinburgh Lane
Madison, CT 06443

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" or the "Company")  agrees to employ you as President,
Chief Executive Officer and Chief Financial Officer.

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  President,  Chief
                 Executive  Officer  and  Chief  Financial  Officer,  you  shall
                 perform such duties and  exercise  such  authority,  consistent
                 with your  positions,  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 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
                 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 $5,000 if the

                 Company meets the estimate  prepared on March 25, 2003 for each
                 of net sales, cash flow, and net income.

            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.

8.          Competitive Activities

            8.1   NON-COMPETITION.  During the Employment  Term and for a period
                  of (1) year after  termination  for  cause,  or 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; (vi) your personal bankruptcy; or
                  (vii) 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 or
                  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/ David Allen
                ----------------------------
            David Allen
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