EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated effective on June

30, 2003, by and between The Peoples Publishing Group, Inc., a Delaware

corporation (the "Company"), and James J. Peoples, an individual resident of the

State of New Jersey (the "Executive").



                                   WITNESSETH:



         WHEREAS, the Company and the Executive previously entered into an

Employment Agreement, dated February 23, 1990 (the "1990 Agreement"), and now

desire to amend and restate the 1990 Agreement in its entirety as set forth in

this Agreement; and



         WHEREAS, the Company desires to continue the employment of the

Executive and the Executive wishes to continue his employment with the Company

upon the terms and conditions set forth in this Agreement.



         NOW, THEREFORE, in consideration of the foregoing and the mutual

agreements herein contained, the Company and the Executive agree as follows:



         1. Employment. The Executive shall serve as a senior advisor to the

Company and the Parent (as defined below), and as such senior advisor, shall

advise the Company and the Parent on matters related to their business strategy

and growth, and shall have such additional titles as the Executive and the Board

of Directors of the Company or the Parent shall from time to time agree; and the

Executive accepts such employment and agrees to perform services for the Company

and its Affiliates in accordance with the requirements of such positions, for

the period and upon the other terms and conditions set forth in this Agreement.

The Executive shall be nominated for election as a director of the Company and

the Parent by the Company's and the Parent's stockholders at each annual or

special meeting where directors are elected during the term of this Agreement.

Subject to the provisions of a certain Voting Agreement between the Executive,

the Parent and School Power Limited Partnership, dated on or about the date

hereof, as long as the Executive continues to serve as a director of the Company

and the Parent from the date hereof through August 1, 2005, the Executive shall

also be elected as the Chairman of the Board during such period. The term

"Affiliate" as used in this Agreement shall mean any subsidiary or parent

corporation of the Company and any other corporation under common control with

the Company, including Peoples Educational Holdings, Inc., a Delaware

corporation (hereinafter referred to as the "Parent").



         2. Term. Unless terminated at an earlier date in accordance with

Section 8, the term of the Executive's employment hereunder shall commence on

the date hereof and continue through July 31, 2008. Each period from August 1

through the July 31 of the immediately succeeding year shall be referred to as a

"Contract Year" in this Agreement. Thereafter, the term of this Agreement may be

extended upon the mutual written agreement of the Executive and the Company.

Notwithstanding the foregoing, the terms of Sections 3.03 (Indemnification),

4.04 (Registration Rights), 5 (Confidential Information), 7 (Non-Competition), 8

(Termination) and 9 (Miscellaneous) shall survive the expiration or termination

of this Agreement (whether such expiration or termination occurs as a result of

the expiration of the term as provided herein, by mutual agreement, as a result

of the Executive's resignation, termination by the Company with or without

cause, or any other reason), and continue in full force and effect in accordance

with their terms.



          3. Position and Duties.



                  3.01 Service with Company. During the term of this Agreement,

the Executive shall perform such duties for the Company and its Affiliates as

are consistent with Section 1.



                  3.02 Performance of Duties. The Executive shall serve the

Company and its Affiliates faithfully and to the best of his ability, and devote

such percentage of his time, attention and efforts to the business and affairs

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