EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT (the "Agreement:), dated effective as of

December 18, 2001, by and between The Peoples Publishing Group, Inc., a Delaware

corporation (the "Company"), and Brian T. Beckwith, an individual resident of

the State of New Jersey (the "Executive").



                                   WITNESSETH:



         WHEREAS, the Company desires to employ the Executive and the Executive

wishes to accept such 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 the President and Chief

Executive Officer of the Company and the Parent (as defined below), with such

additional titles as the Board of Directors of the Company or the Parent shall

from time to time approve, 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 also be appointed a

member of the Company's and the Parent's Boards of Directors and nominated for

election 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.

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 Holding, Inc., a Delaware

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



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

Section 8, the initial term of the Executive's employment hereunder shall be for

a period of three (3) years, commencing on the date hereof. Thereafter, the term

of this Agreement shall be automatically extended for successive one-year

periods unless either party objects to such extension by written notice to the

other party at least 180 days prior to the end of the initial term or any

extension term (the "Non-Renewal Notice"). Notwithstanding the foregoing, the

terms of Sections 3.03 (Indemnification), 4.05 (Registration Rights), 5

(Confidential Information), 7 (Non-Competition), 8 (Termination), 9 (Restriction

on Transfer of Shares; Right of First Refusal; Legend), 10 (Executive and Parent

Stock Purchase Rights) and 11 (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

the Board of Directors of the Company or the Parent shall assign to him from

time to time, consistent with the positions set forth in 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

his full time, attention and efforts to the business and affairs of the Company

and its Affiliates during normal business hours (and outside normal business

hours as reasonably required) during the term of this Agreement, except that

following any Non-Renewal Notice the Executive may devote a reasonable amount of

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