<SEQUENCE>3

<FILENAME>c61379ex10-6.txt

<DESCRIPTION>EMPLOYMENT AGREEMENT WITH MICHAEL L. DEMARCO

<TEXT>



<PAGE>   1





                              EMPLOYMENT AGREEMENT





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

6, 1999, by and between The Peoples Publishing Group, Inc., a Delaware

corporation (the "Company"), and Michael DeMarco, 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 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 Company hereby employs the Executive as Vice

President of Finance and Operations, and the Executive accepts such employment

and agrees to perform services for the Company and its affiliates in accordance

with the requirements of the position, for the period and upon the other terms

and conditions set forth in 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 Holdings, Inc., a Minnesota 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 years, commencing as on May 17, 1999. Thereafter, the term of

this Agreement may be extended by mutual written agreement between the parties.

Notwithstanding the foregoing, the terms of Sections 5 and 7 shall survive the

termination of this Agreement, except as set forth in Section 8.01.



         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 Chief Executive Officer ("CEO") or Board of Directors of the Company shall

assign to him from time to time.



                  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. The Executive

hereby confirms that he is under no contractual commitments inconsistent with

his obligations set forth in this Agreement, and that during the term of this

Agreement he shall not render or perform services for any other corporation,

firm, entity or person.



                  3.03 Certain Proprietary Information. If the Executive

possesses any proprietary information of another person or entity as a result of

prior employment or relationship, the Executive shall honor any confidentiality

or any other legal obligation that the Executive has with that person or entity

with respect to such proprietary information.



         4. Compensation.



                  4.01 Base Salary. As compensation in full for all services to

be rendered by the Executive under this Agreement during the initial term of

this Agreement, the Company shall pay to the Executive a base salary of $85,000

in the first year of this Agreement, which salary shall be paid in accordance

with the Company's normal payroll procedures and policies. The compensation

payable to the Executive for each year following the expiration of the initial

year of this Agreement shall be mutually agreed upon by the Company and the

Executive prior to the commencement of each such year based on the Executive's

performance. The Executive understands that executive salaries are subject to

the approval of the Company's and the Parent's Board of Directors.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC