sec document

DEF 14A 1 formdef14a03701_03252003.htm sec document

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the registrant |X|

Filed by a party other than the registrant |_|

Check the appropriate box:

|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission only (as
permitted by Rule 14a-6(e)2)
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14(a)-12

The Millbrook Press Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)

--------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than Registrant)

Payment of filing fee (check the appropriate box):

|X| No fee required.

|_| Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction
applies:

--------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction
applies:

--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

--------------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement no.:

--------------------------------------------------------------------------------

(3) Filing Party:

--------------------------------------------------------------------------------

(4) Date Filed:

-2-

THE MILLBROOK PRESS INC.
--------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 25, 2003
--------------

To the Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of THE MILLBROOK PRESS INC., a Delaware corporation (the "Company"),
will be held at The Century Club, 7 West 43rd Street, New York, New York 10022,
on March 25, 2003, at 10:00 A.M., Local Time, for the following purposes:

1. To elect five (5) members of the Board of Directors
to serve until the next annual meeting of stockholders and until
their successors have been duly elected and qualified;

2. To approve amendments to the Company's 1994 Stock
Option Plan;

3. To ratify the appointment of Carlin, Charron & Rosen
LLP as the Company's independent auditors for the fiscal year ending
July 31, 2003; and

4. To transact such other business as may properly be
brought before the Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on February
26, 2003 as the record date for the Meeting. Only stockholders of record on the
stock transfer books of the Company at the close of business on that date are
entitled to notice of, and to vote at, the Meeting.

By Order of the Board of Directors

DAVID ALLEN,
Secretary

Dated: February 28, 2003

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE
URGED TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE THAT
IS PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

THE MILLBROOK PRESS INC.
2 OLD NEW MILFORD ROAD
BROOKFIELD, CONNECTICUT 06804
----------------

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS

MARCH 25, 2003

----------------

INTRODUCTION

This Proxy Statement is being furnished to stockholders by the Board
of Directors of THE MILLBROOK PRESS INC., a Delaware corporation (the
"Company"), in connection with the solicitation of the accompanying Proxy for
use at the Annual Meeting of Stockholders of the Company (the "Meeting") to be
held at The Century Club, 7 West 43rd Street, New York, New York 10022, on March
25, 2003, at 10:00 A.M., Local Time, or at any adjournment thereof.

The principal executive offices of the Company are located at 2 Old
New Milford Road, Brookfield, Connecticut 06804. The approximate date on which
this Proxy Statement and the accompanying Proxy will first be sent or given to
stockholders is February 28, 2003.

RECORD DATE AND VOTING SECURITIES

Only stockholders of record at the close of business on February 26,
2003, the record date (the "Record Date") for the Meeting, will be entitled to
notice of, and to vote at, the Meeting and any adjournment thereof. As of the
close of business on the Record Date, there were 2,869,887 outstanding shares of
the Company's common stock, $.01 par value (the "Common Stock"). Each of such
shares is entitled to one vote. There was no other class of voting securities of
the Company outstanding on that date. All shares of Common Stock have equal
voting rights. A majority of the outstanding shares of Common Stock present in
person or by proxy is required for a quorum.

VOTING OF PROXIES

Shares of Common Stock represented by Proxies, which are properly
executed, duly returned and not revoked, will be voted in accordance with the
instructions contained therein. If no specification is indicated on the Proxy,
the shares of Common Stock represented thereby will be voted (i) for the
election as Directors of the persons who have been nominated by the Board of
Directors, (ii) for the approval of amendments to the Company's 1994 Stock
Option Plan (the "Plan"), (iii) for the ratification of the appointment of
Carlin, Charron & Rosen LLP as the Company's independent auditors for the fiscal
year ending July 31, 2003, and (iv) for any other matter that may properly be

brought before the Meeting or any adjournment thereof in accordance with the
judgment of the person or persons voting the Proxies.

The execution of a Proxy will in no way affect a stockholder's right
to attend the Meeting and vote in person. Any Proxy executed and returned by a
stockholder may be revoked at any time thereafter if written notice of
revocation is given to the Secretary of the Company prior to the vote to be
taken at the Meeting, or by execution of a subsequent proxy which is presented
to the Meeting, or if the stockholder attends the Meeting and votes by ballot,
except as to any matter or matters upon which a vote shall have been cast
pursuant to the authority conferred by such Proxy prior to such revocation. For
purposes of determining the presence of a quorum for transacting business at the
Meeting, abstentions and broker "non-votes" (i.e., proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted.
Brokers that do not receive instructions are entitled to vote on the election of
directors and the ratification of independent auditors. Abstentions may be
specified on all proposals (except the election of directors) and will be
counted as present for purposes of the item on which the abstention is noted.

The cost of solicitation of the Proxies being solicited on behalf of
the Board of Directors will be borne by the Company. In addition to the use of
the mails, proxy solicitation may be made by telephone, telegraph and personal
interview by officers, directors and employees of the Company. The Company will,
upon request, reimburse brokerage houses and persons holding Common Stock in the
names of their nominees for their reasonable expenses in sending soliciting
material to their principals.

SECURITY OWNERSHIP

The following table sets forth information concerning ownership of
the Company's Common Stock, as of the Record Date, by each person known by the
Company to be the beneficial owner of more than five percent of the Common
Stock, each director, each executive officer, and nominee for election as a
director and by all directors and executive officers of the Company as a group.
Unless otherwise indicated, the address for directors, executive officers and 5%
stockholders is 2 Old New Milford Road, Brookfield, Connecticut 06804.

Name and Address Shares Percentage
of Beneficial Owner Beneficially Owned of Class(1)
------------------- ------------------ -----------

Barry Fingerhut 1,066,035(2)(18) 37.1%
767 Fifth Avenue, 45th Floor
New York, NY 10153

Irwin Lieber 1,041,535(3)(18) 36.3%
767 Fifth Avenue, 45th Floor
New York, NY 10153

Barry Rubenstein 1,037,536(4)(18) 36.2%
68 Wheatley Road
Brookville, NY 11545

John Kornreich 973,917(5)(18) 33.9%
767 Fifth Avenue, 45th Floor
New York, NY 10153

Michael J. Marocco 968,917(6)(18) 33.8%
767 Fifth Avenue, 45th Floor
New York, NY 10153

Andrew Sandler 953,988(7)(18) 33.2%
767 Fifth Avenue, 45th Floor
New York, NY 10153

21st Century Communications 943,678(8)(18) 32.9%
Foreign Partners, L.P.
c/o Fiduciary Trust (Cayman) Limited
P.O. Box 1062
Grand Cayman, B.W.I.

21st Century Communications 943,678(9)(18) 32.9%
Partners, L.P.
767 Fifth Avenue, 45th Floor
New York, NY 10153

21st Century Communications 943,678(10)(18) 32.9%
T-E Partners, L.P.
767 Fifth Avenue, 45th Floor
New York, NY 10153

Shufro, Rose & Co., LLC 276,100(11) 9.6%
745 Fifth Avenue
New York, NY 10151

Name and Address Shares Percentage
of Beneficial Owner Beneficially Owned of Class(1)
------------------- ------------------ -----------

Frank J. Farrell 154,205(12) 4.8%

Howard Graham 235,475(13) 7.2%

Jean E. Reynolds 65,839(14) 1.9%

David Allen 47,500(15) *

Simon Boughton 6,666(15) *

Hannah Stone 952,764(16)(18) 32.9

Bruno A. Quinson 4,000(15) *

Joseph Kanon 4,000(15) *

All directors and executive officers
as a group (8 persons) 1,470,449(17) 44.9%

---------
*Less than 1%

(1) Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission ("Commission") and generally
includes voting or investment power with respect to securities,
shares of Common Stock upon the exercise of options, warrants
currently exercisable, or exercisable or convertible within 60 days,
are deemed outstanding for computing the percentage ownership of the
person holding such options or warrants but are not deemed
outstanding for computing the percentage ownership of any other
person.

(2) Represents (i) 108,357 shares of Common Stock owned by Mr.
Fingerhut, (ii) an aggregate of 943,678 shares of Common Stock owned
by 21st Century Communications Partners, L.P. ("21st Partners"),
21st Century Communications T-E Partners, L.P. ("21st T-E") and 21st
Century Communications Foreign Partners, L.P. ("21st Foreign") and
(iii) 14,000 shares owned by Pamela Fingerhut, the wife of Mr.
Fingerhut. By virtue of being a shareholder, officer and director of
InfoMedia Associates, L.P. ("InfoMedia") which is a general partner
of 21st Partners, 21st T-E and 21st Foreign, and the husband of
Pamela Fingerhut, Mr. Fingerhut may be deemed to have shared power
to vote and to dispose of 957,678 shares of Common Stock owned by
such recordholders, of which Mr. Fingerhut disclaims beneficial
ownership, except to the extent of his equity interest in such
recordholders.

(3) Represents (i) 97,857 shares owned by Mr. Lieber and (ii) 943,678
shares of Common Stock owned by 21st Partners, 21st T-E and 21st
Foreign. By virtue of being a shareholder, officer and director of
InfoMedia which is a general partner of 21st Partners, 21st T-E and

21st Foreign, and a general partner of Wheatley, Mr. Lieber may be
deemed to have shared power to vote and dispose of the shares of
Common Stock owned by 21st Partners, 21st T-E and 21st Foreign and
Wheatley. Mr. Lieber disclaims beneficial ownership of the
securities owned by 21st Partners, 21st T-E and 21st Foreign and
Wheatley, except to the extent of his equity interest in such
recordholders.

(4) Represents (i) an aggregate of 943,678 shares of Common Stock owned
by 21st Partners, 21st T-E and 21st Foreign, (ii) 89,858 shares of
Common Stock owned by Woodland Partners ("Woodland") and (iii) 4,000
shares owned by Brian Rubenstein, the son of Barry Rubenstein. By
virtue of being a shareholder, officer and director of InfoMedia
which is a general partner of 21st Partners, 21st T-E and 21st
Foreign and a general partner of Woodland, Mr. Rubenstein may be
deemed to have shared power to vote and dispose of the securities
owned by 21st Partners, 21st T-E and 21st Foreign, and Woodland and
the father of Brian Rubenstein. Mr. Rubenstein disclaims beneficial
ownership of all of the above securities except to the extent of his
equity interest in such recordholders.

(5) Represents (i) 30,239 shares of Common Stock owned by Mr. Kornreich
and (ii) 943,678 shares of Common Stock owned by 21st Partners, 21st
T-E and 21st Foreign. By virtue of being the majority shareholder
and director of an entity which is a general partner of an entity
which is the general partner of another entity which is a general
partner of 21st Partners, 21st T-E and 21st Foreign, Mr. Kornreich
may be deemed to have shared power to vote and to dispose of the
securities owned by 21st Partners, 21st T-E and 21st Foreign, of
which Mr. Kornreich disclaims beneficial ownership.

(6) Represents (i) 25,239 shares of Common Stock owned by Mr. Marocco
and (ii) an aggregate of 943,678 shares of Common Stock owned by
21st Partners, 21st T-E and 21st Foreign. By virtue of being the
sole shareholder, officer and director of an entity which is a
general partner of an entity which is the general partner of another
entity which is a general partner of 21st Partners, 21st T-E and
21st Foreign, Mr. Marocco may be deemed to have shared power to vote
and to dispose of the securities owned by 21st Partners, 21st T-E
and 21st Foreign, of which Mr. Marocco disclaims beneficial
ownership.

(7) Represents (i) 10,310 shares of Common Stock owned by Mr. Sandler
and (ii) an aggregate of 943,678 shares of Common Stock owned by
21st Partners, 21st T-E and 21st Foreign. By virtue of being the
majority shareholder and director of an entity which is a general
partner of an entity which is the general partner of another entity
which is a general partner of 21st Partners, 21st T-E and 21st
Foreign, Mr. Sandler may be deemed to have shared power to vote and
to dispose of the securities owned by 21st Partners, 21st T-E and
21st Foreign, of which Mr. Sandler disclaims beneficial ownership.

(8) Represents (i) 86,142 shares of Common Stock owned by 21st Foreign
and (ii) 639,840 shares of Common Stock and 217,696 shares of Common
Stock owned by 21st Partners and 21st T-E, respectively, of which
21st Foreign disclaims beneficial ownership. The general partners of
21st Foreign are Sandler Investment Partners, L.P., a New York
limited partnership ("Sandler General Partner") and InfoMedia. The
general partner of the Sandler General Partner is Sandler Capital
Management, a New York general partnership ("SCM"). The general
partners of SCM are corporations that are affiliates of John

Kornreich, Michael Marocco, Andrew Sandler and Hannah Stone.
Infomedia's shareholders are Irwin Lieber, Barry Fingerhut and Barry
Rubenstein.

(9) Represents (i) 639,840 shares of Common Stock owned by 21st
Partners, (ii) 217,696 shares of Common Stock and 86,142 shares of
Common Stock owned by 21st T-E and 21st Foreign, respectively, of
which 21st Partners disclaims beneficial ownership. The general
partners of 21st Partners are the Sandler General Partner and
InfoMedia. The general partner of the Sandler General Partner is
SCM. The general partners of SCM are corporations that are
affiliates of one or more of John Kornreich, Michael Marocco, Andrew
Sandler and Hannah Stone. Infomedia's shareholders are Irwin Lieber,
Barry Fingerhut and Barry Rubenstein.

(10) Represents (i) 217,696 shares of Common Stock owned by 21st T-E,
(ii) 639,840 shares of Common Stock and 86,142 shares of Common
Stock owned by 21st Partners and 21st Foreign, respectively, of
which 21st T-E disclaims beneficial ownership. The general partners
of 21st Partners are the Sandler General Partner and InfoMedia. The
general partner of the Sandler General Partner is SCM. The general
partners of SCM are corporations that are affiliates of one or more
of John Kornreich, Michael Marocco, Andrew Sandler and Hannah Stone.
Infomedia's shareholders are Irwin Lieber, Barry Fingerhut and Barry
Rubenstein.

(11) Such information is derived from a Schedule 13G filed with the
Commission by such entity on February 13, 2003.

(12) Includes 84,696 shares of Common Stock issuable upon presently
exercisable options.

(13) Represents 155,696 shares of Common Stock issuable upon presently
exercisable options and 79,779 shares of Common Stock which are
owned by Mr. Graham and his wife as joint tenants.

(14) Includes 51,333 shares of Common Stock issuable upon presently
exercisable options.

(15) Consists of shares issuable upon presently exercisable options.

(16) Represents (i) 2,586 shares of Common Stock owned by Ms. Stone, (ii)
6,500 shares of Common Stock issuable upon the exercise of options
and (iii) an aggregate of 943,678 shares of Common Stock owned by
21st Partners, 21st T-E and 21St Foreign. By virtue of being the
sole shareholder and controlling person of an entity which is a
general partner of an entity which is the general partner of another
entity which is a general partner of 21st Partners, 21st T-E and
21st Foreign, Ms. Stone may be deemed to have shared power to vote
and dispose of the securities owned by 21st Partners, 21st T-E and
21st Foreign, of which Ms. Stone disclaims beneficial ownership.

(17) Includes options and other shares of Common Stock described in
footnotes 12-16 above.

(18) With respect to Barry Rubenstein, Irwin Lieber, and Barry Fingerhut,
the foregoing information is derived from a Schedule 13D filed with
the Commission by such individuals or entities on July 18, 2002.
With respect to 21st Partners, 21st T-E, 21st Foreign, Michael J.
Marocco, John Kornreich, Andrew Sandler and Hannah Stone, the
foregoing information is derived from a Schedule 13D filed with the
Commission by such individuals or entities on July 18, 2002.

PROPOSAL I--ELECTION OF DIRECTORS

Nominees

Unless otherwise specified, all Proxies received will be voted in
favor of the election of the persons named below as directors of the Company, to
serve until the next Annual Meeting of Stockholders of the Company and until
their successors shall be duly elected and qualified. Directors shall be elected
by a plurality of the votes cast, in person or by proxy, at the Meeting.
Abstentions from voting and broker nonvotes on the election of directors will
have no effect since they will not represent votes cast at the Meeting for the
purpose of electing directors. All nominees are currently directors of the
Company. The terms of the current directors expire at the Meeting and when their
successors are duly elected and qualified. Management has no reason to believe
that any of the nominees will be unable or unwilling to serve as a director, if
elected. Should any of the nominees not remain a candidate for election at the
date of the Meeting, the Proxies will be voted in favor of those nominees who
remain candidates and may be voted for substitute nominees selected by the Board
of Directors. The names of the nominees and certain information concerning them
are set forth below:

First Year
Name Age Became Director
---- --- ---------------

Howard Graham 72 1989
Frank J. Farrell 66 1989
Hannah Stone 37 1997
Bruno A. Quinson 64 1999
Joseph Kanon 56 1999

HOWARD GRAHAM, one of the Company's founders, has been a director of
the Company since its inception in 1989, served as a Vice-President from the
Company's inception in 1989 until December 1997 and has been Chairman of the
Board of the Company since October 1997. From 1970 to 1988, Mr. Graham served in
various senior management positions at Grolier, Inc. ("Grolier") and its
subsidiaries, including President of Grolier International and executive Vice
President of Grolier. He also served on Grolier's board of directors from 1983
to 1988.

FRANK J. FARRELL, one of the Company's founders, has been a director
of the Company since its inception and served as a Vice President and Secretary
from its inception until December 1996. From 1978 to 1989, Mr. Farrell served in
various senior management positions with Grolier and its subsidiaries, including
President of Grolier Educational Corporation and President of Grolier Electronic
Publishing, Inc. and Group Vice President of Grolier's domestic reference
materials operations. He also served on Grolier's board of directors from 1988
to 1989.

HANNAH STONE has served as a director of the Company since June
1997. Ms. Stone is Managing Director of Sandler Capital Management, which she
joined in 1993. Sandler Capital Management, through affiliates, is involved in
the management of 21st Partners, 21st T-E and 21st Foreign. Ms. Stone also
serves as a director of several private companies and Penton Media.

BRUNO A. QUINSON has served as a director of the Company since
November 1999. Mr. Quinson served as Chief Executive Officer of Henry Holt and
Co., Inc. Prior to that Mr. Quinson was President of the General Books Division
at the Macmillan Publishing Co. Currently Mr. Quinson serves as a consultant to
the Publishing Industry.

JOSEPH KANON has served as a director of the Company since November
1999. Mr. Kanon served as Executive Vice President for Trade and Reference
Publishing at Houghton Mifflin Inc. from 1987 to 1995. Prior to that Mr. Kanon
was Chief Executive Officer of E.P. Dutton. Mr. Kanon is currently an author and
has published two best-selling novels.

The Board of Directors has a Stock Option and Compensation Committee
which administers the Company's 1994 Stock Option Plan (the "Plan") and makes
recommendations concerning salaries, incentive compensation for employees of and
consultants to the Company, and an Audit Committee which reviews the results and
scope of the audit and other services provided by the Company's independent
accountants. The Stock Option and Compensation Committee is composed of Mr.
Graham and Ms. Stone. The Audit Committee is composed of Mr. Farrell, Mr. Kanon
and Mr. Quinson. The Company also has a Finance Committee to review potential
equity or debt financings. Such Finance Committee consists of Mr. Graham, Ms.
Stone and Mr. Kanon. The Company presently does not have a Nominating Committee,
the customary functions of such committee being performed by the entire Board of
Directors.

Director Compensation

The Company's internal directors are not compensated for attendance
at meetings. The Company currently compensates its outside directors for
services rendered in their capacity as directors at a rate of $1,000 per
meeting.

Meetings

The Board of Directors held four (4) meetings, during the fiscal
year ended July 31, 2002. From time to time, the members of the Board of
Directors act by unanimous written consent pursuant to the laws of the State of
Delaware.

Audit Committee Report

The audit committee reviews the Company's financial statements and
accounting policies, resolves potential conflicts of interest, receives and
reviews the recommendations of the independent auditors and confers with the
Company's independent auditors with respect to the training and supervision of
internal accounting personnel and the adequacy of internal accounting controls.
For the fiscal year ended July 31, 2002, the members of the Company's audit
committee were Mr. Farrell, Ms. Stone and Mr. Quinson. In October 2002, at the

meeting of the audit committee, Ms. Stone resigned as a member of the audit
committee and was replaced by Mr. Kanon. The audit committee has adopted a
written audit committee charter, a copy of which was included as Appendix A to
the Company's Proxy Statement for its last annual meeting.

The audit committee held two meetings during the fiscal year ended
July 31, 2002. All its members were present in all meetings. The members of the
audit committee have reviewed and discussed the Company's audited financial
statements with the Company's management and have discussed matters required to
be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU
Section 380) with DiSanto Bertoline & Company, P.C., the Company's independent
auditors for the fiscal year ended July 31, 2002. The audit committee has
received the written disclosures and the letter from DiSanto Bertoline &
Company, P.C., as required by the Independent Standards Board Standard No. 1,
and have recommended that the audited financial statements be included in the
Company's annual report for the fiscal year ended July 31, 2002. DiSanto
Bertoline & Company, P.C. merged with the firm of Carlin, Charron & Rosen LLP
effective October 16, 2002 with Carlin, Charron & Rosen LLP becoming the new
firm name.

Other Executive Officers

DAVID ALLEN, 47, has been Vice President and Chief Financial Officer
of the Company since February 1999. On June 1, 2002, Mr. Allen was appointed
President of the Company and he became Chief Executive Officer in October 2002.
Prior thereto, Mr. Allen was (i) Vice President of JDM, Inc. from December 1996
to December 1998, and (ii) Vice President, Atlas Editions, Inc. formerly GMH
Marketing, from June 1985 to December 1996.

JEAN E. REYNOLDS, 60, one of the Company's founders, has served as
Senior Vice President-Publisher since October 1996 and as President of the
Company from its inception in 1989 to October 1996. From 1970 to 1981, Ms.
Reynolds served in various management positions at Grolier, including the
editor-in-chief of Young People's Publications and of The New Book of Knowledge.
Ms. Reynolds is a director of the Book Industry Study Group and chairs its
Juvenile Interest Group, which monitors industry statistics. She is a director
of the industry trade organization, The Children's Book Council. She also serves
as a director of Kiper Enterprises, Inc., a private company specializing in
first aid materials and Wellington Leisure Products, Inc., a private company
specializing in the manufacturing of rope, craft and watersports material. On
June 1, 2000, Ms. Reynolds was elected Executive Vice President and Publisher of
the Company.

SIMON BOUGHTON, 41, joined the Company in October 2000 as Vice
President & Publisher Roaring Brook Press to establish and run the new
trade/fiction imprint named Roaring Brook Press, which launched in Spring 2002.
He was previously Vice President & Publishing Director, Alfred A. Knopf & Crown
Books for Young Readers, a division of Random House and also held editorial
positions at Simon & Schuster Books for Young Readers and Kingfisher Books
(London).

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF
THE NOMINEES FOR DIRECTOR.

Executive Compensation

The following table sets forth, for the Company's 2002 fiscal year,
all compensation awarded to, earned by or paid to David Allen, the Company's
President, Chief Operating Officer and Chief Financial Officer, and the most
highly compensated executive officers of the Company other than Mr. Allen who
were executive officers of the Company at the end of the fiscal year ended July
31, 2002 and whose salaries and bonus exceeded $100,000 (three individuals) with
respect to the fiscal year ended July 31, 2002.

Summary Compensation Table
Long Term
Annual Compensation Compensation
------------------- ------------
Other Annual Number All other
Name and Compensation of Compensation
Principal Position Year Salary(s) Bonus($) ($)(1) Options ($)
------------------ ---- --------- -------- ------ ------- ---

David Allen, President, 2002 $153,000 - - 55,000 -
Chief Operating Officer, 2001 161,000 - - 10,000 -
Chief Financial 2000 153,000 15,000 - 25,000 -
Officer and Secretary

Jean E. Reynolds, 2002 $146,000 - - 25,000 -
Executive Vice 2001 145,000 - - - -
President and Publisher 2000 137,500 7,000 - 10,000 -

Richard McCullough, 2002 $138,000 - - 20,000 -
Senior Vice 2001 129,000 20,000 - - -
President Sales and 2000 125,000 20,000 - - -
Marketing (2)

Simon Boughton, 2002 $150,000 25,000 - 40,000 -
Vice President and 2001 133,000 20,000 - 10,000 -
Publisher (3)

(1) Perquisites and other personal benefits, securities or property to
each executive officer did not exceed the lesser of $50,000 or 10%
of such executive officer's salary and bonus.

(2) Mr. McCullough's employment with the Company commenced July 1999 and
terminated February 2003.

(3) Mr. Boughton's employment with the Company commenced October 2000.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES

The following table sets forth information with respect to the grant
of options to the named executive officers during the fiscal year ended July 31,
2002.

Option/SAR Grants in Last Fiscal Year
(Individual Grants)

Percent of
Number of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
(a) (b) (c) (d) (e)
--------------------------------------------------------------------------------------------------

David Allen 55,000 25% $2.41 August 2008
Jean E. Reynolds 25,000 12% $3.15 August 2008
Richard McCullough 20,000 9% $3.15 August 2008
Simon Boughton 40,000 18% $1.80 May 2009

During the fiscal year ended July 31, 2002, no named executive
officer exercised options. The following table provides information related to
the number of options held by the named executive officers at fiscal year end.
No options held by any such executive officer was in the money at fiscal year
end.

Number of Securities
Underlying Unexercised
Options at FY-End (#)

Exercisable Unexercisable
----------- -------------

Jean E. Reynolds 38,833 28,333
David Allen 30,000 60,000
Richard McCullough 6,667 23,333
Simon Boughton 3,333 46,667

The following table provides certain information with respect to
compensation plans under which equity securities of the Company are authorized
for issuance.

Equity Compensation Plan Information

Number of securities
remaining available
for future issuance
under equity
Number of Securities Weighted compensation plans
to be issued upon Average (excluding securities
exercise of Exercise price of reflected in column
Outstanding options Outstanding (a)
Plan Category --------------------- ---------------- ---------------------
------------- (a) (b) (c)

Equity compensation
plans approved by
security holders (1) 587,900 $ 2.74 87,100

Equity compensation
plans not approved by
security holders - - -

Total 587,900 $ 2.74 87,100

(1) Consists of the Company's 1994 Stock Option Plan.

EMPLOYMENT CONTRACTS WITH EXECUTIVE OFFICERS

The Company has entered into an employment agreement with Jean E.
Reynolds pursuant to which she is employed on a full-time basis as the Company's
Executive Vice President - Publisher. The term of the employment agreement
expires in December 1, 2004. Ms. Reynolds annual base cash compensation under
the employment agreement is $160,000. Ms. Reynolds' base salary will be reviewed
annually by the Board of Directors. Ms. Reynolds has agreed not to compete with
the Company during the term of her employment agreement and for a period of two
years thereafter.

On February l, 2001, the Company renewed the employment agreement
with David Allen pursuant to which he is employed on a full-time basis as the
Company's Chief Operating and Financial Officer. The term of the employment
contract expired February 1, 2003 and Mr. Allen is currently employed by the
Company without an employment contract. Mr. Allen's annual base compensation
under the employment agreement was $160,000. For the fiscal year ended July 31,
2002, Mr. Allen received no bonus. Mr. Allen has agreed not to compete with the
Company during the term of his employment agreement and for a period of one year
thereafter. The Company and Mr. Allen are in the process of renegotiating his
contract.

On October 1, 2000, the Company entered into an employment agreement
with Simon Boughton pursuant to which he is employed on a full time basis as the
Company's Vice President and Publisher of Roaring Brook Press. The term of the
employment contract expired October 1, 2002, and Mr. Boughton is currently
employed by the Company without an employment agreement. The Company and Mr.
Boughton are in the process of renegotiating his contract. Mr. Boughton's base
compensation is $150,000 with a guaranteed bonus of $25,000.

CHANGE OF CONTROL

The Company has entered into an agreement with David Allen which
provides that in the event of a sale or change of control of the Company, Mr.
Allen will receive a payment of $150,000.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Neither Mr. Allen, Mr. Boughton, Ms. Reynolds, Mr. Graham, Mr.
Farrell, Mr. Kanon, Mr. Quinson nor Ms. Stone have filed Form 4s to reflect the
grant to them of stock options during the fiscal year ended July 31, 2002. In
addition, Howard Graham did not file a Form 4 to reflect the redemption by the
Company, at a redemption price of $.01 per warrant, of warrants to purchase
12,500 shares previously held by him. It is the intention of all the above to
file Form 5s shortly to reflect their respective transactions

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has signed a consulting agreement with (Graham
International Publishing & Research, Inc.), one of the principals of whom is
Howard Graham, a Director of the Company. In the fiscal year ended July 31,
2002, the Company paid such entity $100,000.

There were no other transactions involving the Company and its
subsidiaries and its executive officers and/or Directors from August 1, 2000
which exceeded $60,000.

PROPOSAL II -- APPROVAL OF AMENDMENT TO THE
1994 STOCK OPTION PLAN

The Board of Directors proposes that the amendments to the 1994 Plan
(the "1994 Plan Amendments") be approved, whereby (i) the number of shares
issuable upon the exercise of options under the 1994 Plan would be increased
from 675,000 to 900,000 and (ii) the termination date of the 1994 Plan will be
extended to March 25, 2013.

As of the Record Date, options to purchase 87,100 shares were
available for grant under the 1994 Plan and options to purchase 587,900 shares
were issued and outstanding, with a weighted average exercise price of
approximately $2.81 per share. All such issued options vest over a 2 to 5 year
period.

The 1994 Plan is intended to assist the Company in attracting and
retaining employees, officers, directors, consultants and advisors (the
"Optionees") by allowing them to participate in the ownership and growth of the
Company through the grant of incentive and nonqualified stock options.

The Board of Directors believes it is in the Company's and its
stockholders' best interests to approve the 1994 Plan Amendments because it
would allow the Company to continue to grant options under the 1994 Plan which
facilitates the benefits of the additional incentive inherent in the ownership
of Common Stock by the Optionees and helps the Company retain the services of
these Optionees.

The 1994 Plan Amendments are attached as Exhibit A to this Proxy
Statement.

SUMMARY OF THE 1994 PLAN, AS AMENDED

The following summary of the 1994 Plan, assuming stockholder
approval of the 1994 Plan Amendments, is qualified in its entirety by the
specific language of the 1994 Plan.

GENERAL. The 1994 Plan provides for the grant of incentive and
nonqualified stock options to employees, officers, directors, consultants and
advisors of the Company.

SHARES SUBJECT TO THE 1994 PLAN. A maximum of 900,000 of the
authorized but unissued or treasury shares of the Common Stock of the Company
may be issued upon the exercise of options granted under the 1994 Plan. Upon any
stock dividend, stock split, reverse stock split, recapitalization, combination,
reclassification, or similar change in the capital structure of the Company,
appropriate adjustments will be made to the shares subject to the 1994 Plan and
to outstanding options. To the extent that any outstanding option under the 1994
Plan expires or terminates prior to exercise in full or if shares issued upon
the exercise of an option are repurchased by the Company, the shares of Common
Stock for which such option is not exercised or the repurchased shares are
returned to the 1994 Plan and again become available for grant.

ADMINISTRATION. The 1994 Plan will be administered by the Stock
Option and Compensation Committee, consisting of two or more members of the
Board of Directors appointed by the Board of Directors. The Stock Option and
Compensation Committee will also make any other determinations necessary or
advisable for the administration of the 1994 Plan. The determinations by the
Stock Option Committee will be final and conclusive.

TERMS AND CONDITIONS OF OPTIONS. Each option granted under the 1994
Plan is evidenced by a written agreement between the Company and the Optionee
specifying the number of shares subject to the option and the other terms and
conditions of the option, consistent with the requirements of the 1994 Plan. The
exercise price of each option is determined by the Stock Option and Compensation
Committee, but may not be less than 85% of the fair market value of the shares
of Common Stock covered by the option on the date the option is granted (or 100%
of such market price with respect to incentive stock options). If an incentive
stock option is to be granted to an employee who owns over 10% of the total
combined voting power of all classes of the Company's stock, then the exercise
price may not be less than 110% of the fair market value of the Common Stock

covered by the option on the date the option is granted. The exercise price may
be paid in cash, by check, or in cash equivalents, by tender of shares of the
Company's Common Stock owned by the Optionee having a fair market value not less
than the exercise price, by the assignment of the proceeds of a sale of some or
all of the shares of Common Stock being acquired upon the exercise of the
option, or by any combination of these. Notwithstanding the foregoing, an
Optionee may not take any actions which are prohibited by the Sarbanes-Oxley Act
of 2002 and the rules and regulations thereunder.

Options granted under the 1994 Plan become exercisable at such time
or times and subject to such terms and conditions as shall be determined by the
Stock Option and Compensation Committee at the time of grant. The term of each
option is seven years unless otherwise determined by the Stock Option and
Compensation Committee on the date of grant, subject to earlier termination in
the event the Optionee's service with the Company ceases.

In general, during the lifetime of the Optionee, the option may be
exercised only by the Optionee and may not be transferred or assigned, except by
will or the laws of descent and distribution. However, the 1994 Plan provides
that, with the consent of the Stock Option and Compensation Committee, an
Optionee may transfer a nonqualified option to (i) a trust for the exclusive
benefit of the or (ii) a member of the Optionee's immediate family (or a trust
for his or her benefit).

TERMINATION OR AMENDMENT. Unless earlier terminated by the Board,
the 1994 Plan will terminate on March 25, 2013.

SUMMARY OF UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

INCENTIVE STOCK OPTIONS. Incentive stock options granted under the
1994 Plan are intended to be "incentive stock options" as defined by Section 422
of the Internal Revenue Code of 1986, as amended. Under present law, the grantee
of an incentive stock option will not realize taxable income upon the grant or
the exercise of the incentive stock option and the Company will not receive an
income tax deduction at either such time. If the grantee does not sell the
shares acquired upon exercise of an incentive stock option within either (i) two
years after the grant of the incentive stock option or (ii) one year after the
date of exercise of the incentive stock option, the gain upon a subsequent sale
of the shares will be taxed as long-term capital gain. If the grantee, within
either of the above periods, disposes of the shares acquired upon exercise of
the incentive stock option, the grantee will recognize as ordinary income an
amount equal to the lesser of (i) the gain realized by the grantee upon such
disposition or (ii) the difference between the exercise price and the fair
market value of the shares on the date of exercise. In such event, the Company
would be entitled to a corresponding income tax deduction equal to the amount
recognized as ordinary income by the grantee. The gain in excess of such amount
recognized by the grantee as ordinary income would be taxed as a long-term
capital gain or short-term capital gain (subject to the holding period
requirements for long-term or short-term capital gain treatment).

Unless the shares subject to an incentive stock option are subject
to a risk of forfeiture at the time the option is exercised, the exercise of the
incentive stock option will result in the excess of the stock's fair market
value on the date of exercise over the exercise price being included in the
Optionee's

alternative minimum taxable income (AMTI). If the shares are subject to a risk
of forfeiture and are nontransferable, the excess described above will be
included in AMTI when the risk of forfeiture lapses or the shares become
transferable, whichever occurs sooner. Liability for the alternative minimum tax
is complex and depends upon an individual's overall tax situation. Before
exercising an incentive stock option, a grantee should discuss the possible
application of the alternative minimum tax with his tax advisor in order to
determine the tax's impact.

NON-QUALIFIED STOCK OPTIONS. Upon exercise of a non-qualified stock
option granted under the 1994 Plan, the grantee will recognize ordinary income
in an amount equal to the excess of the fair market value of the shares received
over the exercise price of such shares. That amount increases the grantee's
basis in the stock acquired pursuant to the exercise of the non-qualified
option. Upon a subsequent sale of the stock, the grantee will incur short-term
or long-term gain or loss depending upon his holding period for the shares and
upon the shares' subsequent appreciation or depreciation in value. The Company
will be allowed a federal income tax deduction for the amount recognized as
ordinary income by the grantee upon the grantee's exercise of the option.

SUMMARY OF TAX CONSEQUENCES. This outline is no more than a summary
of the federal income tax provisions relating to the grant and exercise of
options under the1994 Plan and the sale of shares acquired under the 1994 Plan.
Individual circumstances may vary these results. The federal income tax laws and
regulations are constantly being amended, and each participant should rely upon
his own tax counsel for advice concerning the federal income tax provisions
applicable to the 1994 Plan.

AMENDED PLAN BENEFITS

The following table sets forth the stock options outstanding under
the 1994 Plan as of the Record Date.

Stock Options
Outstanding
-----------
David Allen 90,000
Jean Reynolds 67,166
Simon Boughton 50,000
All Executive Officers as a Group 207,166
Non-Executive Directors as a Group 273,392
Non-Executive Officer Employees as a Group 10,000

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE 1994 STOCK OPTION
PLAN AMENDMENTS.

PROPOSAL III--RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS

The Board of Directors appointed DiSanto Bertoline & Company, P.C.,
certified public accountants, as the Company's independent auditors for the
fiscal year ending July 31, 2003 (now known as Carlin, Charron & Rosen LLP).
Although the selection of auditors does not require ratification, the Board of
Directors has directed that the appointment of Carlin, Charron & Rosen LLP, be
submitted to stockholders for ratification due to the significance of their
appointment to the Company. If stockholders do not ratify the appointment of
them, the Board of Directors will consider the appointment of other certified
public accountants. The approval of the proposal to ratify the appointment of
Carlin, Charron & Rosen LLP requires the affirmative vote of a majority of the
votes cast by all shareholders represented and entitled to vote thereon. An
abstention, withholding of authority to vote or broker non-vote, therefore, will
not have the same legal effect as an "against" vote and will not be counted in
determining whether the proposal has received the required shareholder vote.

CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

On August 2, 2002, The Millbrook Press Inc. (the "Company") received
a letter from the Securities Exchange Commission (the "SEC") which advised that
the SEC had received a letter from Arthur Andersen LLP ("Andersen") whereby
Andersen had notified the SEC that it was unable to perform future audit
services for the Company and, as a result, Andersen's relationship with the
Company was effectively terminated.

The audit reports of Andersen on the consolidated financial
statements of the Company for each of the fiscal years ended July 31, 2001 and
2000 did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company's two most recent fiscal years and the subsequent
interim period preceding the resignation of Andersen on August 2, 2002, there
were no disagreements between the Company and Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to Andersen's
satisfaction would have caused them to make reference to the subject matter of
the disagreement in connection with their reports.

During the fiscal years ended July 31, 2001 and 2000 and during the
fiscal year ended July 31, 2002, there were no "reportable events" as defined by
Item 304(a)(1)(v) of Regulation S-K.

The Company requested that Andersen furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the above statements. Because Anderson no longer employs the
engagement partner or manager, the Company is unable to provide this letter.

The Company engaged DiSanto Bertoline & Co. ("DiSanto") as its new
principal independent accountants on August 5, 2002.

Neither the Company nor anyone on its behalf has consulted DiSanto
during the Company's two most recent fiscal years, or any subsequent interim
period, prior to the engagement of DiSanto.

The decision to engage DiSanto as independent public accountants was
made by the Board of Directors of the Company following the recommendation of
its Audit Committee.

On October 17, 2002, DiSanto Bertoline & Company, P.C. ("DiSanto
Bertoline") resigned as the Company's independent public accountants. This
resignation results from DiSanto Bertoline's merger with Carlin, Charron & Rosen
LLP effective October 16, 2002.

DiSanto Bertoline's reports on the Company's financial statements
for the year ended July 31, 2002 did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.

During the year ended July 31, 2002 and through the date hereof,
there were no disagreements with DiSanto Bertoline on any matter of accounting
principle or practice, financial statement disclosure, or auditing scope or
procedure which, if not resolved to DiSanto Bertoline's satisfaction, would have
caused them to make reference to the subject matter in connection with their
report on the Company's financial statements for such year; and there were no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided DiSanto Bertoline with a copy of the foregoing
disclosures. A copy of DiSanto Bertoline's letter, dated October 17, 2002,
stating its agreement with such statements was filed as Exhibit A to Form 8-K.

Effective October 17, 2002, the Board of Directors, based upon a
recommendation of its Audit Committee, retained Carlin, Charron & Rosen LLP
("CCR") as its independent auditors to audit the Company's financial statements
for the year ending July 31, 2003. During the year ended July 31, 2002 and 2001
and through the date hereof, the Company did not consult CCR with respect to the
application of accounting principles to a specified transaction, either
completed of proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, or any other matters or reportable events as
set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

AUDIT FEES

DiSanto Bertoline & Company, P.C., billed the Company $37,000 for
the following professional services: audit of the Company's annual consolidated
financial statements for the fiscal year ended July 31, 2002 included in the
Company's annual report on Form 10-KSB and review of the Company's interim
financial statements included in the Company's quarterly reports on Form 10-QSB
for the period ended April 31, 2002.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

DiSanto, Bertoline & Company, P.C., did not render any professional
service related to financial information systems design and implementation
services for the fiscal year ended July 31, 2002.

ALL OTHER FEES

DiSanto Bertoline & Company, P.C., billed the Company $12,000 for
tax services rendered during the fiscal year ended July 31, 2002.

RECOMMENDATION

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF CARLIN, CHARRON & ROSEN LLP, AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JULY 31, 2003.

ANNUAL REPORT

All stockholders of record as of the Record Date, have been sent, or
are concurrently herewith being sent, a copy of the Company's 2002 Annual Report
for the fiscal year ended July 31, 2002, which contains certified financial
statements of the Company for the fiscal year ended July 31, 2002.

ANY STOCKHOLDER OF THE COMPANY MAY OBTAIN WITHOUT CHARGE A COPY OF
THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED JULY 31,
2002 (WITHOUT EXHIBITS), AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
BY WRITING TO DAVID ALLEN, CHIEF FINANCIAL OFFICER AND SECRETARY AT THE
MILLBROOK PRESS INC., 2 OLD NEW MILFORD ROAD, BROOKFIELD, CONNECTICUT 06804.

STOCKHOLDER PROPOSALS

In order to be considered for inclusion in the proxy materials to be
distributed in connection with the next Annual Meeting of Stockholders of the
Company, stockholder proposals for such meeting must be submitted to the Company
no later than July 7, 2003.

On May 21, 1998 the Securities and Exchange Commission adopted an
amendment to Rule 14a-4, as promulgated under the Securities and Exchange Act of
1934, as amended. The amendment to Rule 14a-4(c)(1) governs the Company's use of
its discretionary proxy voting authority with respect to a stockholder proposal
which is not addressed in the Company's proxy statement. The new amendment
provides that if a proponent of a proposal fails to notify the Company at least
45 days prior to the month and day of mailing of the prior year's proxy

statement, then the Company will be allowed to use its discretionary voting
authority when the proposal is raised at the meeting, without any discussion of
the matter in the proxy statement.

With respect to the Company's 2003 Annual Meeting of Stockholders,
if the Company is not provided notice of a stockholder proposal, which the
stockholder has not previously sought to include in the Company's proxy
statement, by September 20, 2003, the Company will be allowed to use its voting
authority as outlined above.

OTHER MATTERS

As of the date of this Proxy Statement, management knows of no
matters other than those set forth herein which will be presented for
consideration at the Meeting. If any other matter or matters are properly
brought before the Meeting or any adjournment thereof, the persons named in the
accompanying Proxy will have discretionary authority to vote, or otherwise act,
with respect to such matters in accordance with their judgment.

David Allen
Secretary

February 28, 2003

EXHIBIT A

1994 PLAN AMENDMENT

The following amends Section 4 of the 1994 Stock Option Plan of The
Millbrook Press, Inc. All other terms of the Plan remain in full force and
effect.

4. COMMON STOCK. Options may be granted for a number of shares not
to exceed, in the aggregate 900,000 shares of common stock of the Corporation,
$.01 par value per share ("Common Stock"), except as such number of shares shall
be adjusted in accordance with the provisions of Section 6 hereof. Such shares
may be either authorized but unissued shares or reacquired shares or other
treasury shares. In the event that any option granted under the Plan expires
unexercised, or is surrendered by a participant for cancellation, or is
terminated or ceases to be exercisable for any other reason without having been
fully exercised prior to the end of the period during which options may be
granted under the Plan, the shares which had been subject to such option, or to
the unexercised portion thereof, shall again become available for new options to
be granted under the Plan to any eligible employee (including the holder of such
former option). Notwithstanding anything else contained herein, (i) the
termination date of the Plan is March 25, 2013, (ii) an Optionee may not take
any actions which are prohibited by the Sarbanes-Oxley Act of 2002 and the rules
and regulations hereunder and (iii) no recipient of Options may be granted
Options to purchase in excess of thirty-five percent of the maximum number of
shares of Common Stock authorized to be issued under the 1994 Plan.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE MILLBROOK PRESS INC.

Proxy - Annual Meeting of Stockholders
March 25, 2003

The undersigned, a stockholder of The Millbrook Press Inc., a Delaware
corporation (the "Company") does hereby appoint David Allen and Jean Reynolds,
and each of them, the true and lawful attorneys and proxies with full power of
substitution, for and in the name, place and stead of the undersigned, to vote
all of the shares of Common Stock of the Company which the undersigned would be
entitled to vote if personally present at the 2002 Annual Meeting of
Stockholders of the Company to be held at The Century Club, 7 West 43rd Street,
New York, New York 10022, on March 25, 2003, at 10:00 a.m. Local Time, or at any
adjournment or adjournments thereof.

The undersigned hereby instructs said proxies or their substitutes:

1. ELECTION OF DIRECTORS:
The election of the following directors: Howard Graham, Frank J. Farrell,
Bruno A. Quinson, Joseph Kanon and Hannah Stone to serve until the next
annual meeting of stockholders and until their successors have been duly
elected and qualified.

/ / FOR / / WITHHOLD TO WITHHOLD AUTHORITY TO VOTE FOR
VOTE ANY NOMINEE(S), PRINT NAME(S) BELOW

___________________________________

2. AMEND 1994 STOCK OPTION PLAN:
To approve amendments to the Company's 1994 Stock Option Plan.

/ / FOR / / AGAINST / / ABSTAIN

3. RATIFICATION OF APPOINTMENT OF AUDITORS:
To ratify the appointment of Carlin, Charron & Rosen LLP as the independent
auditors of the Company for the year ending July 31, 2003.

/ / FOR / / AGAINST / / ABSTAIN

4. DISCRETIONARY AUTHORITY:
To vote with discretionary authority with respect to all other matters
which may come before the Meeting.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREINBEFORE
GIVEN. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED TO ELECT
DIRECTORS, AMEND THE 1994 STOCK OPTION PLAN AND TO RATIFY THE APPOINTMENT
OF CARLIN, CHARRON & ROSEN LLP AS THE COMPANY'S INDEPENDENT AUDITORS.

The undersigned hereby revokes any proxy or proxies
heretofore given, and ratifies and confirms that all the
proxies appointed hereby, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue
hereof. The undersigned hereby acknowledges receipt of a
copy of the Notice of Annual Meeting and Proxy Statement,
both dated February 28, 2003, and a copy of the Company's
Annual Report on Form 10-KSB for the year ended July 31,
2002.

Dated _________________________________________________ 2003

____________________________________________________________