DIRECTOR INDEMNIFICATION AGREEMENT



         This DIRECTOR INDEMNIFICATION AGREEMENT (the "Agreement") made and

entered into this 10th day of December, 1999, by and between Haights Cross

Communications, Inc., a Delaware corporation (the "Company"), and Stephen F.

Gormley (the "Indemnitee").



         WHEREAS, it is essential that the Company be able to retain and attract

as directors, officers and employees the most capable persons available;



         WHEREAS, increased corporate litigation has subjected directors to

litigation risks and expenses, and the limitations on the availability of

director and officer liability insurance has made it increasingly difficult for

the Company to attract and retain such persons;



         WHEREAS, the Company's By-laws permit it to enter into indemnification

arrangements and agreements;



         WHEREAS, the Company desires to provide the Indemnitee with specific

contractual assurances of the Indemnitee's rights to full indemnification

against litigation risks and expenses (regardless, among other things, of any

amendment to or revocation of the Company's By-laws or any change in the

ownership of the Company or the composition of its Board of Directors), which

indemnification is intended to be greater than that which is afforded by the

Company's Amended and Restated Articles of Incorporation and By-laws and, to the

extent insurance is available, the coverage of the Indemnitee under the

Company's directors and officers liability insurance policies; and



         WHEREAS, the Indemnitee is relying upon the rights afforded under this

Agreement in accepting Indemnitee's position as a director, officer or employee

of the Company.



         NOW, THEREFORE, in consideration of the mutual promises and covenants

contained herein, the Company and Indemnitee do hereby covenant and agree as

follows:



         1.       Definitions.



                  (a)      "Corporate Status" describes the status of a person

who is serving or has served (i) as a director, officer or employee of the

Company, (ii) in any capacity with respect to any employee benefit plan of the

Company, or (iii) as a director, partner, member, trustee, officer, employee, or

agent of any other Entity at the request of the Company.



                  (b)      "Entity" shall mean any corporation, partnership,

limited liability company, joint venture, trust, foundation, association,

organization or other legal entity and any group or division of the Company or

any of its subsidiaries.



{PAGE}



                  (c)      "Expenses" shall mean all reasonable fees, costs and

expenses incurred in connection with any Proceeding (as defined below),

including, without limitation, attorneys' fees, disbursements and retainers

(including, without limitation, any such fees, disbursements and retainers

incurred by Indemnitee pursuant to Section 10 of this Agreement), fees and

disbursements of expert witnesses, private investigators and professional

advisors (including, without limitation, accountants and investment bankers),

court costs, transcript costs, fees of experts, travel expenses, duplicating,

printing and binding costs, telephone and fax transmission charges, postage,

delivery services, secretarial services, and other disbursements and expenses.



                  (d)      "Indemnifiable Expenses," "Indemnifiable Liabilities"

and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in

Section 3(a) below.



                  (e)      "Liabilities" shall mean judgments, damages,

liabilities, losses, penalties, excise taxes, fines and amounts paid in

settlement.



                  (f)      "Proceeding" shall mean any threatened, pending or

completed claim, action, suit, arbitration, alternate dispute resolution

process, investigation, administrative hearing, appeal, or any other proceeding,

whether civil, criminal, administrative or investigative, whether formal or

informal, including a proceeding initiated by Indemnitee pursuant to Section 10

of this Agreement to enforce Indemnitee's rights hereunder.



         2.       Services of Indemnitee. In consideration of the Company's

covenants and commitments hereunder, Indemnitee agrees to serve or continue to

serve as a director, officer or employee of the Company. However, this Agreement

shall not impose any obligation on Indemnitee or the Company to continue

Indemnitee's service to the Company beyond any period otherwise required by law

or by other agreements or commitments of the parties, if any.



         3.       Agreement to Indemnify. The Company agrees to indemnify

Indemnitee as follows:



                  (a)      Subject to the exceptions contained in Section 4(a)

below, if Indemnitee was or is a party or is threatened to be made a party to

any Proceeding (other than an action by or in the right of the Company) by

reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the

Company against all Expenses and Liabilities incurred or paid by Indemnitee in

connection with such Proceeding (referred to herein as "Indemnifiable Expenses"

and "Indemnifiable Liabilities," respectively, and collectively as

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