`U. S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                   FORM 10-QSB


     (Mark One)
(X)  Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934
For the quarterly period ended April 30, 2001.
( ) Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ________________ to _________________
Commission file number _____________

                            THE MILLBROOK PRESS INC.
              (Exact Name of Small Business Issuer in Its Charter)

DELAWARE                                            06-1390025
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                      Identification No.)

                      2 Old New Milford Road, P.O. Box 335
                              Brookfield, CT 06804
                    (Address of principal executive offices)
                                 (203) 740-2220
                (Issuer's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

            Check whether the issuer: (1) filed all reports required to be filed
by  Section  13 or 15(d) of the  Exchange  Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.

     Yes  / /          No /X/


                       APPLICABLE ONLY TO CORPORATE ISSUES

     State the number of share outstanding of each of the issuer's classes of
common equity, as of April 30, 2001.

                  2,849,887 shares of Common Stock outstanding
--------------------------------------------------------------------------------
Transitional Small Business Disclosure Format (check one):

     Yes   /X/         No / /




                            THE MILLBROOK PRESS, INC.
                              INDEX TO FORM 10-QSB
                                 APRIL 30, 2001



PART I.  FINANCIAL INFORMATION

Item 1.     Financial Statements

            Statements of Operations for the three and nine months
            ended April 30, 2001 and 2000

            Balance Sheet as of April 30, 2001

            Statements of Cash Flows for nine months ended April 30,
            2001 and 2000

            Notes to Financial Statements


Item 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations

PART II.  OTHER INFORMATION

Item 5.     Other Information

Item 6.     Exhibits and Reports on Form 8 - K





                            THE MILLBROOK PRESS INC.
                            STATEMENTS OF OPERATIONS



                                                  NINE MONTHS ENDED                                THREE MONTHS ENDED
                                                      APRIL 30                                          APRIL 30
                                             2001                  2000                      2001                     2000
                                             ----                  ----                      ----                     ----

Net sales                               $ 15,955,000            $ 15,582,000                $ 5,287,000             $ 5,023,000

Cost of sales                              8,644,000               8,420,000                  3,012,000               2,568,000
                                        ------------            ------------                -----------             -----------

Gross profit                               7,311,000               7,162,000                  2,275,000               2,455,000

Operating expenses:
    Selling and marketing                  4,846,000               4,439,000                  1,690,000               1,595,000
    General and administrative             1,444,000               1,374,000                    450,000                 506,000
                                        ------------            ------------                -----------             -----------
   Total operating expenses                6,290,000               5,813,000                  2,140,000               2,101,000
                                        ------------            ------------                -----------             -----------

Operating income                           1,021,000               1,349,000                    135,000                 354,000

Interest expense                             345,000                 368,000                    108,000                 129,000
                                        ------------            ------------                -----------             -----------

Income before income tax                     676,000                 981,000                     27,000                 225,000

Provision for income tax                     218,000                 129,000                      6,000                  13,000
                                        ------------            ------------                -----------             -----------

Net income                                 $ 458,000               $ 852,000                   $ 21,000                $212,000
                                        ============            ============                ===========             ===========


Earnings per share - basic                  $   0.16                $   0.27                    $  0.01                 $  0.07
                                            ========                ========                    =======                 =======
Earnings per share - diluted                $   0.16                $   0.27                    $  0.01                 $  0.07
                                            ========                ========                    =======                 =======

Weighted average shares outstanding        2,856,337               3,157,444                  2,849,887               2,859,887
                                           =========               =========                  =========               =========






                            THE MILLBROOK PRESS INC.
                                  BALANCE SHEET
                                 APRIL 30, 2001

ASSETS

Cash                                                                $   18,000
Accounts receivable, net                                             6,450,000
Inventory, net                                                       6,991,000
Royalty advances, net                                                  725,000
Prepaid expense and other assets                                       302,000
                                                           --------------------
            TOTAL CURRENT ASSETS                                    14,486,000

Plant costs, net                                                     4,374,000
Royalty advances, net                                                1,498,000
Fixed assets, net                                                      222,000
Deferred tax                                                           181,000
Goodwill, net                                                        2,752,000
                                                           --------------------

            TOTAL ASSETS                                           $23,513,000
                                                           ====================

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses                              $ 3,307,000
Notes payable to bank                                                5,680,000
Royalties payable                                                      182,000
Current portion of long term debt                                      464,000
                                                           --------------------
            TOTAL CURRENT LIABILITIES                                9,633,000

Long term debt                                                             --
                                                           --------------------
            TOTAL LIABILITIES                                        9,633,000
                                                           --------------------

STOCKHOLDERS' EQUITY
Common stock, par value $.01, 12,000,000
   shares authorized, 3,455,000 shares issued
   and 2,849,887 shares outstanding                                     35,000
Additional paid in capital                                          17,556,000
Treasury stock                                                        (987,000)
Accumulated deficit                                                 (2,724,000)
                                                           --------------------
            TOTAL STOCKHOLDERS' EQUITY                              13,880,000
                                                           --------------------

            TOTAL LIABILITIES & STOCKHOLDERS' EQUITY           $23,513,000
                                                           ====================





                            THE MILLBROOK PRESS INC.
                            STATEMENTS OF CASH FLOWS


                                                                                  NINE MONTHS ENDED
                                                                                      APRIL 30
                                                                               2001            2000
                                                                               ----            ----
CASH FLOW  FROM OPERATING ACTIVITIES:
Net income                                                                 $ 458,000         $ 852,000

Add (deduct) to reconcile net income to net cash flow:
Depreciation and amortization                                              1,541,000         1,455,000
Changes in assets & liabilities:
   Accounts receivable                                                      (290,000)          536,000
   Inventory                                                                (342,000)         (261,000)
   Prepaid expenses and other assets                                        (621,000)           20,000
   Accounts payable & accrued expenses                                (1,012,000)         (682,000)
                                                                       ---------------     -------------

            NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES             (266,000)        1,920,000
                                                                       ---------------    -------------

CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures                                                         (71,000)          (90,000)
Plant costs                                                               (1,322,000)       (1,080,000)
                                                                       ---------------     -------------
            NET CASH USED IN INVESTING ACTIVITIES                         (1,393,000)       (1,170,000)
                                                                       ---------------     -------------

CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from (repayment of) borrowings under notes payable                1,997,000          (760,000)
(Repayment of) proceeds from long term debt                                 (300,000)          864,000
Purchase of treasury stock                                                   (20,000)         (967,000)
                                                                       --------------      -------------
            NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES            1,677,000          (863,000)
                                                                       --------------      -------------

            NET INCREASE (DECREASE) IN CASH                                   18,000          (113,000)

CASH AT BEGINNING OF PERIOD                                                     --             133,000
                                                                       --------------     -------------

CASH AT END OF PERIOD                                                       $ 18,000          $ 20,000
                                                                       ==============     =============

SUPPLEMENTAL DISCLOSURES:
Interest paid                                                              $ 349,000          $368,000
                                                                       ==============     =============
Income tax paid                                                            $ 338,000          $ 39,000
                                                                       ==============     =============





NOTES TO FINANCIAL STATEMENTS
April 30, 2001


BASIS OF PRESENTATION

The  financial  statements of The  Millbrook  Press Inc. (the Company)  included
herein have been prepared without audit pursuant to the rules and regulations of
the Securities and Exchange Commission (SEC). In the opinion of management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
present fairly the financial position, results of operations and changes in cash
flows for all  periods  presented  have been made.  The results of the April 30,
2001 interim  period are not  necessarily  indicative of the results that may be
expected for the full year.

Certain information and footnote  disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting  principles
in the United States have been condensed or omitted.  These financial statements
should be read in conjunction  with the audited  financial  statements and notes
thereto included in the Company's Form 10-KSB for the fiscal year ended July 31,
2000.

STOCK OPTION PLAN

The Company has  reserved  675,000  shares of common  stock,  $.01 par value per
share (the "Common  Stock"),  under its 1994 Stock Option Plan  ("Option  Plan")
which provides that the Stock Option and Compensation  Committee of the Board of
Directors, may grant stock options to eligible employees,  officers or directors
of the Company or its affiliates.  The number of shares reserved for issuance is
adjusted in accordance  with the  provisions  of the Option Plan.  Stock options
granted by the Company  generally expire seven years after the grant date. Stock
options  generally  vest 50% one year  from the date of grant and 25% in each of
the next two years from the date of grant.

EARNINGS PER SHARE

The  Company  presents  earnings  per  share  on a basic  and  diluted  basis in
accordance with Statement of Financial  Accounting Standard (SFAS 128) "Earnings
Per  Share".  The  computation  of basic  earnings  per share is based on income
available  to common  stockholders  and the  weighted  average  number of common
shares outstanding during the three and nine month periods. Diluted EPS reflects
the  potential  dilution  that could occur from Common  Stock  issuable  through
stock-based compensation plans including stock options, restricted stock awards,
warrants and other convertible securities.

PURCHASE OF TREASURY STOCK

On December 16, 1999, the Company  purchased 595,113 shares of Common Stock in a
private  transaction  for an aggregate  purchase price of $967,000 or $1.625 per
share.  Upon  consumation of the transaction,  the repurchased  shares of Common
Stock were  placed in  treasury.  On January  31,  2000,  the  Company  borrowed
additional funds to finance the transaction (see Notes Payable to Bank). For the
period from December 16, 1999 to January 31, 2000, the Company's working capital
was used for this  transaction.  In  addition,  on January  22, 2001 the Company
purchased  an  additional  10,000  shares of Common





Stock in the open  market at $1.98 per share.  The  Company  used funds from its
working capital line to purchase these shares.  The repurchased 10,000 shares of
Common Stock were placed in treasury. The Company may purchase additional shares
of Common Stock in the future and has allocated  $450,000 of its working capital
line for that purpose.

NOTES PAYABLE TO BANK

As of April 30, 2001,  the Company had available a $7,500,000  revolving line of
credit with People's Bank and the Company had $5,680,000  outstanding under this
line.  The  $7,500,000 is the maximum  available,  however it may be lower based
upon the eligible value of accounts  receivable  and inventory.  As of April 30,
2001, the eligible inventory and accounts receivable was $7,355,000. The Company
is in compliance with all covenants of the loan agreement with People's Bank, as
amended  January 31, 2000.  This line of credit is scheduled to expire  December
14, 2001.  The Company  intends to extend this line of credit with the Bank.  On
January 31, 2000, the Company borrowed an additional $964,000 from People's Bank
for the purchase of 595,113  shares of its Common  Stock,  of which  $600,000 is
based on a 24 month  unsecured term loan with equal monthly  payments of $25,000
per  month,  with  interest  on the  outstanding  balance  at prime plus 2%. The
outstanding balance was $100,000 as of April 30, 2001. The remaining $364,000 is
secured by eligible  accounts  receivable  and  inventory  of the Company and is
payable on January 1, 2002. Interest on the outstanding balance is at the Bank's
prime rate.

INCOME TAXES

Federal and state income taxes have been  provided for the three and nine months
ended  April 30,  2001 and 2000,  as the  Company  has  fully  utilized  its net
operating loss  carryforwards.  The Company has established a deferred tax asset
to recognize the timing difference between book and taxable income.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS


OVERVIEW

            General

The Company is a publisher of children's  fiction and non-fiction books, in both
hardcover  and  paperback,  for the school and library  market and the  consumer
market. Since its inception, the Company has published more than 1,400 hardcover
and 600 paperback books under its Millbrook,  Copper Beech, Twenty-First Century
and Magic Attic Press imprints. The Company's books have been placed on numerous
recommended lists by libraries, retail bookstores and educational organizations.
Books  published  under the  Millbrook  imprint have  evolved  from  information
intensive school and library books to include its current mix of highly graphic,
consumer-oriented books. Therefore,  many of its books can be distributed to the
school and public library market as hardcover  books while being  simultaneously
distributed to the consumer market as either  hardcover or paperback  books. The
majority of Copper Beech books are  published  for both the consumer and library
markets.  Twenty-First  Century  book  titles are  published  primarily  for the
library market.  The Company has incurred  significant  expenses relating to the
establishment of the  infrastructure  which can enable the Company to sell books
to the consumer  market and/or  develop books that can appeal to both the school
and public library market and consumer market.




            Consumer Market Compared to the School and Public Library Market

As the  Company  sells its  products  in the  consumer  market,  the  results of
operations  and  its  financial   condition   could  be  influenced  by  certain
distinctions  between  the  consumer  market and the  school and public  library
market.  It is generally more  difficult to collect  receivables in the consumer
market than in the school and library market.  Sales to the consumer market have
a higher  return  rate than sales to the school  and public  library  market and
accordingly  the Company  will need to deduct a higher  reserve for returns from
its gross sales.  Sales to the consumer  market have a lower gross profit margin
than sales to the school and library market  because  consumer sales have higher
sales discounts and  promotional  allowances than sales to the school and public
library market.

            Variability in Quarterly Results

A substantial portion of the Company's business is highly seasonal, causing
significant variations in operating results from quarter to quarter. In the
school and library market, net sales tend to be lowest in the second calendar
quarter and highest in the third calendar quarter, as schools purchase heavily
in anticipation of opening in September. The consumer market also tends to be
highly seasonal and, given the importance of holiday gifts, a large proportion
of net sales can occur in the third calendar quarter in anticipation of the
holiday gift season. The Company's current and future net sales and operating
results will reflect these seasonal factors.

            Sales Incentives and Returns

In  connection  with  the  introduction  of new  books,  many  book  publishers,
including the Company,  discount  prices of existing  products,  provide certain
promotional  allowances  and  credits or give other  sales  incentives  to their
customers.  The Company  intends to continue  such  practices in the future.  In
addition,  the  practice  in the  publishing  industry  is to  permit  customers
including  wholesalers and retailers to return merchandise.  Most books not sold
may be returned  to the  Company for credit.  The rate of return also can have a
significant  impact on quarterly results since certain  wholesalers return large
quantities of products at one time  irrespective of marketplace  demand for such
products, rather than spreading out the returns over the course of the year. The
Company  computes net sales by deducting  actual  returns as well as  additional
reserves  as  required  from its gross  sales.  Return  allowance  may vary as a
percentage  of gross  sales  based on actual  return  experience.  Although  the
Company  believes  its  reserves  have been  adequate  to date,  there can be no
assurance  that returns by customers in the future will not exceed  historically
observed  percentages or that the level of returns will not exceed the amount of
reserves  in the  future.  In the event  that the amount  reserved  proves to be
inadequate, the Company's operating results will be adversely affected.


RESULTS OF OPERATIONS

Net sales for the  quarter  ended  April 30,  2001 were  $5,287,000  compared to
$5,023,000 for the same period last year, an increase of $264,000. Net sales for
the nine months ended April 30, 2001 were  $15,955,000  compared to  $15,582,000
for the same period last year, an increase of $373,000.  Increased  sales in the
consumer market accounted for the favorable results.

Gross profit margin for the quarter ended April 30, 2001 amounted to $2,275,000,
or 43.0% of net sales  compared to $2,455,000 or 48.9% of net sales for the same
period last year.  For the nine






months ended April 30, 2001 gross profit margin was $7,311,000,  or 45.8% of net
sales  compared  to  $7,162,000  or 46.0% of net sales for the same  period last
year.  Increased sales in the less  profitable  product lines (ie., the consumer
market) account for the unfavorable variance in the third quarter.

Selling and  marketing  expenses for the quarter ended April 30, 2001 were 32.0%
of net sales  compared  to 31.8% of net sales for the  quarter  ended  April 30,
2000.  For the nine  months  ended April 30,  2001,  these  expenses  were 30.4%
compared  to 28.5% of net  sales  for the same  period  in 2000.  The  increased
expenses are due mainly to additional  investment in the publishing  program and
increased marketing costs.

General and  administrative  expenses  decreased  by $56,000 to $450,000 for the
quarter  ended April 30, 2001  compared to $506,000 for the quarter  ended April
30, 2000.  This  decrease is due to nature and timing of expenses.  For the nine
months ended April 30, 2001,  general and  administrative  expenses increased by
$70,000 to $1,444,000  compared to $1,374,000  for the same period in 2000.  The
increased expenses are due mainly to the additional  investment needed to expand
the publishing program.

During the quarter  ended April 30, 2001,  the Company had  operating  income of
$135,000 compared with operating income of $354,000 for the same period in 2000.
For the nine  months  ended  April 30,  2001,  operating  income was  $1,021,000
compared to $1,349,000 for the same period in 2000.

Interest  expense for the quarter ended April 30, 2001 was $108,000  compared to
$129,000 for the same period last year. For the nine months ended April 30, 2001
interest expense was $345,000 compared to $368,000 for the same period in 2000.

Net income after tax for the quarter  ended April 30, 2001 was $21,000  compared
to $212,000  for the same period last year.  For the nine months ended April 30,
2001 net income was  $458,000  compared to $852,000 for the same period in 2000.
The Company has income tax expense of $218,000 as the Company has fully utilized
its net operating loss carryforwards.

For the remainder of fiscal year 2001,  the Company will  continue  implementing
its plan of  strengthening  the business.  The Company has committed  additional
funds for expansion of its Copper Beech and Twenty-First  Century imprints,  and
has  initiated  a fiction  imprint to be launched  in Spring  2002.  The Company
believes, although there can be no assurance, that these actions should serve to
further increase sales in fiscal 2002 and beyond.


LIQUIDITY AND CAPITAL RESOURCES

As of April 30,  2001,  the Company  had up to a  $7,500,000  revolving  line of
credit with People's Bank. The $7,500,000 is the maximum  available,  however it
may be lower based upon the eligible value of accounts receivable and inventory.
As of April 30,  2001,  the  eligible  inventory  and  accounts  receivable  was
$7,355,000.  The line of credit  restricts  the ability of the Company to obtain
working capital in the form of indebtedness,  to grant security  interest in the
assets of the Company or pay  dividends on the  Company's  securities.  The line
provides for the repurchase of up to $450,000 of Company Common Stock.

As of April 30, 2001,  the Company had  $5,680,000  outstanding  under this line
compared to $4,698,000 as of April 30, 2000.  This debt increased to accommodate
working capital requirements.






In addition,  on April 30, 2001, the Company had an outstanding loan of $464,000
from People's Bank used to finance the purchase of treasury stock.

As of April 30,  2001,  the Company had cash and working  capital of $18,000 and
$4,853,000,  respectively, as opposed to cash and working capital of $20,000 and
$5,329,000,  respectively, as of April 30, 2000. The decrease in working capital
is largely due to the implementation of the new fiction program.

Inventory of finished goods totaled  $6,991,000 and $7,340,000 at April 30, 2001
and 2000,  respectively.  The level of inventory has remained  constant with the
prior year and  reflects  an  adequate  level of trade and  school  and  library
backlist titles. The increase in accounts  receivable of $882,000 from April 30,
2000 is due to  increased  sales and the timing of sales year over year and does
not reflect a collection problem.

Based on its current  operating  plan,  the Company  believes  that its existing
resources  together  with cash  generated  from  operations  and cash  available
through its credit line will be sufficient to satisfy the Company's contemplated
working capital requirements at least through  approximately  December 14, 2001.
This is the date that the current revolving line of credit with People's Bank is
scheduled  to  expire.  It is the  Company's  intention  to renew this loan with
People's Bank.  However,  there can be no assurance  that the Company's  working
capital requirements will not exceed its available resources or that these funds
will be sufficient  to meet the  Company's  longer-term  cash  requirements  for
operations.  Accordingly,  either before or after December 14, 2001, the Company
may seek additional funds through debt or equity  financing.  The Company has no
agreements,  commitments or  understandings  with respect to such debt or equity
financing at this time.


FORWARD-LOOKING STATEMENTS

This Form 10-QSB contains certain forward-looking  statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the  safe  harbors   created   hereby.   Investors   are   cautioned   that  all
forward-looking  statements  involve risks and  uncertainty,  including  without
limitation,  the Company's  future cash  resources and  liquidity,  current year
revenue and net income,  future revenues from the Company's new fiction imprint,
improvements in the Company's Copper Beech and Twenty-First Century imprints and
the  ability of the Company to fully  exploit a book's  sales  potential  in the
school and library and consumer markets.  Although the Company believes that the
assumptions  underlying  the  forward-looking  statements  contained  herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can
be no assurance that the forward-looking statements included in this Form 10-QSB
will prove to be accurate. In light of the significant uncertainties inherent in
the   forward-looking   statements   included  herein,  the  inclusion  of  such
information  should not be  regarded as a  representation  by the Company or any
other person that the objectives and plans of the Company will be achieved.





PART II. OTHER INFORMATION


ITEM 5.  OTHER INFORMATION

Effective  June 1, 2001, the Company  entered into a termination  and settlement
agreement with Jeffrey Conrad,  President and Chief Executive  Officer,  whereby
Mr. Conrad resigned from such positions and as a Director of the Company.  It is
the Company's  intention not to replace Mr. Conrad at this time.  Howard Graham,
Chairman  of the  Board,  along  with  the  Executive  Committee,  David  Allen,
Executive Vice President and Chief Operating Officer,  Jean Reynolds,  Executive
Vice President,  Publisher and Richard McCullough,  Senior Vice President, Sales
and  Marketing,  will  assume  the  responsibilities  previously  handled by Mr.
Conrad.

Mr.  Conrad's  severance  package calls for a $15,000 per month payment,  on the
first day of each month through July 1, 2002. In accordance with the termination
and separation agreement,  this amount will be reduced, however if Mr. Conrad is
employed  anytime during the fourteen month period.  The Company plans to take a
profit  and loss  charge in the  fourth  quarter  of fiscal  2001 for the entire
severance amount.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits - Termination  and Settlement  Agreement,  dated June 1,
               2001 between the Company and Jeffrey Conrad

         (b)   Form 8-K-- None



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                                The Millbrook Press, Inc.
                                                ------------------------
                                                (Registrant)


June 13, 2001                                   By:/s/ David Allen
                                                   ------------------------
                                                   David Allen
                                                   Executive Vice President and
                                                   Chief Operating Officer



                                                                     EXHIBIT (A)

                      TERMINATION AND SETTLEMENT AGREEMENT

            Agreement,  dated as of June 1, 2001,  by and between The  Millbrook
Press Inc.,  a Delaware  corporation  (the  "Corporation")  and  Jeffrey  Conrad
("Conrad").

            WHEREAS,  the  Corporation  and Conrad  entered  into an  Employment
Agreement  dated as of August 1, 1998, as amended June 5, 2000 (the  "Employment
Agreement"); and

            WHEREAS,   the  Corporation  and  Conrad  desire  to  terminate  the
Employment Agreement and to resolve certain other matters.

            NOW,  THEREFORE,  in  consideration  of the  premises and the mutual
agreements herein set forth and for other good and valuable  consideration,  the
parties hereto agree as follows:

                                    ARTICLE 1
                                   TERMINATION

            1.1 Termination.

            (a)   Concurrently   with  the  execution  of  this  Agreement  (the
"Closing"),  the Employment  Agreement  between the Corporation and Conrad shall
terminate  and be of no further force and effect and the  Corporation  shall pay
Conrad the consideration  therefore as provided for in Sections 1.2 and 1.3 (the
"Buyout  Price").  Conrad  acknowledges as a result thereof that the Corporation
shall  have no  further  employment  or other  obligations  to him of any nature
relating to his employment or otherwise, except as otherwise provided herein.






             (b) Conrad agrees that the Buyout Price  represents the entire cash
consideration  due to him  pursuant  to the  terms of this  Agreement  and he is
solely  responsible for any withholding taxes or other taxes required to be paid
in connection  with the Buyout Price.  Conrad agrees that the  Corporation  will
have no  obligation  to pay any of his taxes  generated  by the  payment  on the
Buyout Price.

            1.2 Closing. Concurrently with the Closing:

            (a) the  Corporation  shall pay Conrad  the sum of Fifteen  Thousand
Dollars  ($15,000.00)  by bank check or wire transfer of  immediately  available
funds to an account of Conrad  designated  by him by notice to the  Corporation.
Conrad agrees that such Fifteen Thousand Dollar ($15,000) payment represents the
entire cash consideration due to him for June 2001.

            (b)  Conrad  shall  resign  as  an  employee  and  director  of  the
Corporation by executing the  resignation  letter in the form attached hereto as
Exhibit A.

            (c) Conrad shall deliver to the Corporation a general release in the
form annexed hereto as Exhibit B.

            (d) The Corporation shall deliver to Conrad a general release in the
form annexed hereto as Exhibit C.

            1.3 Post-Closing. (a) Commencing July 1, 2001, the Corporation shall
pay Conrad the sum of Fifteen Thousand Dollars  ($15,000.00) on the first day of
each  month (or the  first  business  day of each  month if the first day of the
month is not a business day) through and including July 1, 2002 by bank check or
wire


                                       -2-





transfer of immediately  available  funds to an account of Conrad  designated by
him by Notice to the  Corporation.  If Conrad is  entitled  to receive  from any
other employer as compensation  for services  performed  ("Other  Compensation")
during such month  (including  services  performed as a consultant,  independent
contractor, or a partner) and the amount of the Other Compensation in such month
is less than $17,917, the monthly payments that Conrad receives pursuant to this
Section 1.3(a) shall be reduced and offset by the Other  Compensation so that in
lieu of the  $15,000  monthly  payment,  Conrad  will  receive in such month the
difference  between  $17,917  and the Other  Compensation.  If the amount of the
Other  Compensation  in such month is equal to or greater than  $17,917,  Conrad
shall be entitled to no compensation under this Section 1.3(a). Conrad agrees to
notify the Corporation  promptly if he is entitled to Other Compensation and the
amount of such Other Compensation.

            (b) All  outstanding  options to purchase the  Corporation's  Common
Stock held by Conrad shall  expire in  accordance  with their  terms;  provided,
however, that all outstanding options to purchase the Corporation's Common Stock
held by Conrad shall expire no later than December 1, 2001. In  consideration of
the services to be provided pursuant to Section 4.2 hereof, on December 1, 2001,
the  Corporation  shall grant Conrad an option to purchase  40,000 shares of the
Corporation's  Common Stock at an exercise  price equal to the closing  price of
the Corporation's Common Stock as reported on the Nasdaq SmallCap


                                       -3-




Market on such date.  The options  shall have such terms and  conditions  as are
contained in the form of option agreement attached hereto as Exhibit D.

            (c) The  Corporation  shall  provide  Conrad  with the same  medical
insurance  coverage  that he currently  receives  until May 31, 2002;  provided,
however,  that the benefits for medical  insurance  coverage shall end as of the
date Conrad  becomes  covered under any other group health plan that Conrad does
not have as of the date hereof and any other group health plan not maintained by
the Company which provides equal or greater benefits than the medical  insurance
coverage that Conrad currently receives.

            (d) On or before June 15,  2001,  Conrad will submit to the Chairman
of the  Corporation  all of the  remaining  business  expenses  he  incurred  in
connection with his employment at the Corporation. Promptly after the submission
of such expenses,  the  Corporation  shall  reimburse  Conrad for all reasonable
expenses he has incurred.

                                    ARTICLE 2
                REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

            The Corporation represents and warrants to Conrad that:

            2.1 Authority;  Binding Effect. The Corporation has duly authorized,
executed and delivered  this Agreement and this Agreement is a valid and binding
agreement of the Corporation,  enforceable in accordance with its terms,  except
as the enforceability hereof may be limited by bankruptcy, insolvency,


                                       -4-





reorganization  or other similar laws  affecting the  enforcement  of creditors'
rights generally and to general equitable principles.

            2.2 No Conflict.  Neither the execution,  delivery or performance of
this  Agreement  will violate or conflict  with any statute,  rule or regulation
applicable to the Corporation,  or any material  contract or instrument to which
it is a party, or any order, judgment,  decree or writ, by which the Corporation
is bound or any of its assets or properties affected.

            2.3 Consent. No action, approval, consent,  authorization or filing,
including  but not limited to, any action,  approval,  consent,  authorizing  or
filing by or with any governmental or quasi-governmental  agency,  commission or
instrumentality  is necessary as to the Corporation in order for the Corporation
to consummate this Agreement.

                                    ARTICLE 3
                    REPRESENTATIONS AND WARRANTIES OF CONRAD

            Conrad represents and warrants to the Corporation that:

            3.1 No Conflict.  The execution  and delivery of this  Agreement and
the performance of his obligations hereunder will not conflict with, result in a
violation of, or be impaired in any way by any other  agreement or obligation or
duty,  whether  written or oral, to which he is a signatory or to which he is or
they are subject.

            3.2 No Claims.  Conrad has full right,  power and authority to enter
into this Agreement.


                                       -5-





                                    ARTICLE 4
                            MISCELLANEOUS PROVISIONS

            4.1 No Additional  Representations and Warranties.  It is understood
and agreed  that  Conrad has been  represented  by  counsel of his  choosing  in
connection with this Agreement and is knowledgeable generally as to the business
of the Corporation.

            4.2  Consultant.  Until  July  31,  2002,  if so  requested  by  the
Corporation, Conrad shall provide assistance in the operation of the business of
the Corporation and as consideration for such services shall receive the options
referred to in Section 1.3(b) hereof.

            4.3 Execution in Counterparts. This Agreement may be executed in two
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same document.

            4.4 Notices. All notices, requests, demands and other communications
which are required or may be given pursuant to the terms of this Agreement shall
be in  writing  and shall be deemed  given when  delivered  by hand or the third
business day after being  mailed by  certified  mail,  postage  prepaid,  return
receipt requested.

            4.5 Waiver.  No waiver of any provision of this Agreement made after
the date of Closing  shall be effective as against the waiving party unless such
waiver is in writing signed by the waiving party.  Waiver by a party as provided
in this Section 4.8


                                       -6-





shall not be construed as or constitute  either a continuing  waiver or a waiver
of any other matter.

            4.6 Amendment. This Agreement may only be modified,  supplemented or
amended by a written instrument executed by both parties.

            4.7  Entire  Agreement.   This  Agreement   constitutes  the  entire
agreement of the parties with respect to its subject matter,  and supersedes all
prior  agreements  and  understandings  of the parties,  oral and written,  with
respect to its subject matter.

            4.8  Applicable  Law.  This  Agreement  shall  be  governed  by  and
construed in accordance with the laws of the State of Connecticut  applicable to
contracts made and to be performed entirely therein.

            4.9 Headings.  The headings  contained in this Agreement are for the
sole  purpose of  convenience  of  reference,  and shall not in any way limit or
affect the meaning or  interpretation  of any of the terms or provisions of this
Agreement.

            4.10  Assignments.  This  Agreement may not be assigned by any party
without the prior written consent of the other party.

            4.11 Binding  Effect;  Benefits.  This Agreement  shall inure to the
benefit  of,  and be  binding  upon,  the  parties  to it and  their  respective
successors and permitted assigns.  Nothing contained in this Agreement,  express
or implied,  is intended to confer upon any person  other than the parties to it
and their respective  successors and permitted  assigns,  any rights or remedies
under or by reason of this Agreement.


                                       -7-





            4.12  Construction.  Whenever the sense of the  Agreement  requires,
words of the singular number shall be construed to be plural and vice versa, and
words of the masculine,  neuter or feminine  gender shall be construed to be any
of the other and vice versa.

            4.13 Further Assurances. Each party hereto shall execute and deliver
all such further instruments and documents as may reasonably be requested by the
other parties in order to carry out fully the intent and accomplish the purposes
of this Agreement and the transactions referred to herein.

            IN WITNESS WHEREOF,  this Agreement has been executed by the parties
hereto, all as of the date first above written.

                                             THE MILLBROOK PRESS INC.

                                             By: _________________________
                                                 Name:
                                                 Title:



                                             -----------------------------
                                             Jeffrey Conrad



                                       -8-





                                    Exhibit A

                                                                    June 1, 2001


Board of Directors
The Millbrook Press Inc.



Gentlemen:

            I hereby resign as President, Chief Executive Officer and a director
of The Millbrook Press Inc. effective immediately.



                                             Very truly yours,



                                             Jeffrey Conrad


                                       -9-





                                    Exhibit B





                                      -10-





                                    Exhibit C





                                      -11-




                                    Exhibit D


                                      -12-`