<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>e500678_ex2-1.txt
<DESCRIPTION>PLAN OF REORGANIZATION
<TEXT>

UNITED STATES BANKRUPTCY COURT
DISTRICT OF CONNECTICUT

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

In re:                                                  Chapter 11

MPLC, Inc., f/k/a The Millbrook Press,                  Case No. 04-50145 (AHWS)
Inc.,

                               Debtor.

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

                 FIRST AMENDED CHAPTER 11 PLAN OF REORGANIZATION
                 FOR MPLC, INC., f/k/a THE MILLBROOK PRESS, INC.

                                             Attorneys for MPLC, Inc., f/k/a The
                                             Millbrook Press, Inc.

                                             Jed Horwitt, Esq.
                                             ZEISLER & ZEISLER, P.C.
                                             558 Clinton Avenue
                                             Bridgeport, CT  06605
                                             (203) 368-4234

                                             Matthew J. Gold, Esq.
                                             OLSHAN GRUNDMAN FROME ROSENZWEIG
                                             & WOLOSKY LLP
                                             Park Avenue Tower
                                             65 East 55 Street
                                             New York, New York 10022
                                             (212) 451-2300

Dated: January 25, 2005

<PAGE>

      MPLC, Inc., f/k/a The Millbrook Press, Inc., the above-captioned debtor
and debtor-in-possession in this Chapter 11 case, proposes the following amended
chapter 11 plan of reorganization pursuant to section 1121(a) of the Bankruptcy
Code.

                                    ARTICLE I
                                   DEFINITIONS

      Whenever from the context it appears appropriate, each term stated in
either the singular or the plural shall include the singular and the plural, and
pronouns stated in the masculine, feminine or neuter gender shall include the
masculine, the feminine and the neuter. The words "herein", "hereto", "hereof",
"hereunder" and others of similar import refer to this Plan as a whole and not
to any particular section, subsection, or clause contained in this Plan. Unless
the context requires otherwise, the following words and phrases shall have the
meaning set forth below when used in capitalized form in this Plan:

      Administrative Expense: (a) Any cost for administration of the Chapter 11
Case asserted or arising under section 503(b) or 507(b) of the Bankruptcy Code,
(b) a Claim given the status of an Administrative Expense by Final Order of the
Bankruptcy Court and (c) all fees or charges assessed against the Debtor's
estate under title 28, United States Code, section 1930.

      Administrative and Disputed Claims Reserves: The reserves established
pursuant to section 12.01 of this Plan.

      Allowed: With respect to Claims and Interests, (a) any Claim against, or
Interest in the Debtor, proof of which is timely filed, or by order of the
Bankruptcy Court is not or will not be required to be filed, (b) any Claim or
Interest that has been or is hereafter listed in the Debtor's Schedules as
neither disputed, contingent or unliquidated, and for which no timely proof of
claim has been filed, or (c) any Claim or Interest allowed pursuant to this Plan
and, in each such case in (a) and (b) above, as to which either (i) no objection
to the allowance thereof has been interposed within the applicable period of
time fixed by this Plan, the Bankruptcy Code, the Bankruptcy Rules or the
Bankruptcy Court or (ii) such an objection is so interposed and the Claim or
Interest shall have been allowed by a Final Order (but only to the extent so
allowed).

      Bankruptcy Code: Title 11 of the United States Code, as amended from time
to time.

      Bankruptcy Court: The United States Bankruptcy Court for the District of
Connecticut, or any other court having jurisdiction over this Chapter 11 Case.

      Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure, as amended,
promulgated under section 2075 of title 28 of the United States Code.

      Business Day: Any day other than a Saturday, Sunday or "legal holiday" as
such term is defined in Bankruptcy Rule 9006(a).


                                       2
<PAGE>

      Causes of Action: Any and all actions, causes of action, suits, accounts,
controversies, agreements, promises, rights to legal remedies, rights to
equitable remedies, rights to payment, and claims, whether known or unknown,
reduced to judgment, not reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, secured, unsecured and
whether asserted or assertable directly or derivatively, in law, equity or
otherwise.

      Chapter 11 Case: The case under Chapter 11 of the Bankruptcy Code
concerning the Debtor under case number 04-50145 (AHWS), which was commenced on
the Filing Date.

      Claim: Any right to (a) payment from the Debtor, whether or not such right
is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (b)
an equitable remedy for breach of performance if such breach gives rise to a
right to payment from the Debtor, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured.

      Class: A class of Claims or Interests designated pursuant to this Plan.

      Confirmation Date: The date on which the Confirmation Order is entered on
the docket maintained by the Clerk of the Bankruptcy Court with respect to the
Chapter 11 Case.

      Confirmation Hearing: The hearing held by the Bankruptcy Court pursuant to
section 1128(a) of the Bankruptcy Code regarding the confirmation of this Plan
pursuant to section 1129 of the Bankruptcy Code.

      Confirmation Order: The order of the Bankruptcy Court confirming this Plan
pursuant to section 1129 of the Bankruptcy Code.

      Creditor: Any Entity that is the Holder of a Claim against the Debtor that
arose on or before the Filing Date or a Claim against the Debtor's estate of the
kind specified in section 502(g), 502(h), or 502(i) of the Bankruptcy Code.

      Creditor Fund: The property remaining in the estate after all Allowed
Administrative Expenses, Allowed Secured Claims, Allowed Priority Claims and
Allowed Priority Tax Claims are paid in full as required by the Plan.

      Debtor: MPLC, Inc., f/k/a The Millbrook Press, Inc., a Delaware
corporation.

      Disclosure Statement: The Disclosure Statement that relates to this Plan
and that has been approved by the Bankruptcy Court as containing adequate
information as required by section 1125 of the Bankruptcy Code (including all
exhibits and schedules attached thereto or referred to therein).

      Disputed: With respect to Claims, any Claim that is not Allowed.


                                       3
<PAGE>

      Disputed Interest: An Interest, or portion thereof, that has not become an
Allowed Interest.

      Effective Date: The date that is either 11 days after the Confirmation
Date or such other date promulgated in writing by the Debtor, or, if such date
is not a Business Day, the next succeeding Business Day; provided, however, that
if, on or prior to such date, all conditions to the Effective Date set forth in
section 14.02 of this Plan have not been satisfied or waived in accordance with
the terms of section 14.02 of this Plan, then the Effective Date shall be the
first Business Day following the day on which all such conditions to the
Effective Date have been satisfied or waived; provided, further, that if a stay
of the Confirmation Order is in effect on such date, the Effective Date shall be
the first Business Day after such stay is no longer in effect.

      Entity: Any individual, corporation, limited or general partnership,
limited liability company, joint venture, association, joint stock company,
estate, person, entity, trust, trustee, United States trustee, unincorporated
organization, government, governmental unit (as defined in the Bankruptcy Code),
agency or political subdivision thereof.

      Estate: The estate of the Debtor formed pursuant to section 541 of the
Bankruptcy Code.

      Estate Administrator: David Allen, or such other person as is appointed
under section 11.02 to administer the Estate Escrow following the Investment
Date.

      Estate Escrow: The escrow to be formed pursuant to section 10.04.

      Equity Fund: The funds remaining in the Estate after all Allowed Secured,
Allowed Priority, Allowed Priority Tax Claims, Allowed Unsecured Claims and
Administrative Expenses have been paid.

      Filing Date: February 6, 2004, the date on which the Debtor filed a
voluntary petition for relief under chapter 11 of the Bankruptcy Code.

      Final Order: An order, ruling or judgment that: (i) is in full force and
effect; (ii) is not stayed; and (iii) is no longer subject to review, reversal,
modification or amendment, by appeal or writ of certiorari.

      Holder: Any Entity that holds a Claim or Interest. Where the identity of
the Holder of a Claim or Interest is set forth on a register or other record
maintained by or at the direction of the Debtor, the Holder of such Claim or
Interest shall be deemed to be the Holder as identified on such register or
record, unless the Debtor is otherwise notified in a writing authorized by such
Holder or in a proof of claim timely filed by such Holder with the Bankruptcy
Court.

      Impaired: Any Claim or Interest that is impaired within the meaning of
section 1124 of the Bankruptcy Code.

      Interest: Any and all equity or ownership interests in the Debtor,
including, without limitation, all stock certificates and other investment
securities, whether or not certificated, representing any such equity or
ownership interests and any and all rights, options, warrants, calls,
subscription or other agreements and contractual rights to acquire any such
equity or ownership interests.


                                       4
<PAGE>

      Investment Date: March 31, 2005, or such other date as is mutually
agreeable to the Debtor and the Investor.

      Investor: First American Partners, LLC or its designee.

      Plan: This Chapter 11 plan of reorganization of the Debtor, together with
all exhibits hereto, as the same may be amended and modified from time to time
in accordance with the terms hereof.

      Priority Claim: Any Claim, other than a Priority Tax Claim or an
Administrative Expense, that is entitled to priority of payment under section
507(a) of the Bankruptcy Code.

      Priority Tax Claim: Any Claim that is entitled to priority of payment
under section 507(a)(8) of the Bankruptcy Code.

      Receipts: All earnings, revenues, fees, charges, receipts, proceeds,
issues, profits, and income paid or payable to the Debtor or its agents for the
benefit of the Debtor in respect of the corporation or any part thereof,
including, without limitation, all amounts paid or payable by customers and
payments pursuant to any warranty, guaranty or indemnity.

      Related Documents: This Plan and all documents necessary to consummate the
transactions contemplated by this Plan.

      Reorganized Debtor: The Debtor from and after the Effective Date.

      Secured Claim: Any Claim that is a secured claim under section 506(a) of
the Bankruptcy Code.

      Shareholder Committee: The Committee to be appointed under section 11.02
hereof.

      Stock Purchase Agreement. That certain agreement, substantially in the
form attached hereto as Exhibit 1, between the Debtor and the Investor.

      Ultimately Allowed Claim: Any Disputed Claim that becomes an Allowed Claim
in accordance with section 12.02 of this Plan.

      Unsecured Claim: Any Claim other than a Secured Claim, an Administrative
Expense, a Priority Claim, or a Priority Tax Claim.

      U.S. Trustee Fees: As defined in section 10.01 of this Plan.


                                       5
<PAGE>

                                   ARTICLE II
               PROVISIONS FOR TREATMENT OF ADMINISTRATIVE EXPENSES

            2.01. Administrative Expenses. Unless otherwise provided for herein,
each Allowed Administrative Expense accrued on or prior to, but unpaid as of,
the Effective Date shall be paid in full in cash, on the Effective Date or in
the ordinary course of business or as otherwise agreed.

                                  ARTICLE III
                 PROVISIONS FOR TREATMENT OF PRIORITY TAX CLAIMS

            3.01. Priority Tax Claims. Each Holder of an Allowed Priority Tax
Claim shall be paid in full in cash on the latest of (i) the Effective Date,
(ii) the date on which the Bankruptcy Court enters an order allowing such
Priority Tax Claim, and (iii) the date on which the Debtor and the Holder of
such Allowed Priority Tax Claim otherwise agree; provided, however, that the
full Allowed Priority Tax Claims may be paid by deferred cash payments over a
period not exceeding six years after the date of assessment of such Claim,
including an interest component as required by the provisions of
ss.1129(a)(9)(C) of the Bankruptcy Code, which interest component will be
determined by the Court in the event the Debtor chooses this option. The claim
may be prepaid in whole or in part at any time, without penalty.

                                   ARTICLE IV
                     CLASSIFICATION OF CLAIMS AND INTERESTS

      Pursuant to section 1122 of the Bankruptcy Code, set forth below is a
designation of classes of Claims and Interests. Administrative Expenses and
Claims of the kinds specified in sections 507(a)(1) and 507(a)(8) of the
Bankruptcy Code (the treatment of which is set forth in Articles Two and Three,
above) have not been classified and are excluded from the following classes in
accordance with section 1123(a)(1) of the Bankruptcy Code.

            4.01. Claims.

                  Class 1. Class 1 consists of all Priority Claims.

                  Class 2. Class 2 consists of all Secured Claims.

                  Class 3. Class 3 consists of all Unsecured Claims.

            4.02. Interests.

                  Class 4. Class 4 consists of all Interests.


                                       6
<PAGE>

                                   ARTICLE V
                     IDENTIFICATION OF CLASSES OF CLAIMS AND
                 INTERESTS IMPAIRED AND NOT IMPAIRED BY THE PLAN

            5.01. Classes of Claims Unimpaired by this Plan and Not Entitled to
Vote. The Priority Claims and Secured Claims (Classes 1 and 2) are Unimpaired by
this Plan and the Holders of such Claims and/or Interests are not entitled to
vote to accept or reject this Plan.

            5.02. Classes of Claims Impaired by this Plan and Entitled to Vote.
The Unsecured Claims (Class 3) and Interests (Class 4) are Impaired by this Plan
and the Holders of such Claims and/or Interests are entitled to vote to accept
or reject this Plan.

                                   ARTICLE VI
                           PROVISIONS FOR TREATMENT OF
                              CLAIMS AND INTERESTS

            6.01. Priority Claims. (Class 1) Each Holder of an Allowed Priority
Claim shall be paid in full in cash on the latest of (i) the Effective Date,
(ii) the date on which the Bankruptcy Court enters an order allowing such
Priority Claim, and (iii) the date on which the Debtor and the Holder of such
Allowed Priority Claim otherwise agree.

            Class 1 is Unimpaired.

            6.02. Secured Claims. (Class 2) Other than the People's Bank Secured
Claim for which there has already been full payment from the proceeds of the
sale of its collateral, the Debtor does not believe that there are any other
Secured Claims. If there are any each one shall be in a separate class as Class
2A, 2B, etc.

Except to the extent that a Class 2 Claimant may otherwise agree, each holder of
an Allowed Secured Class 2 Claim shall be fully satisfied, at the Debtor's
option, by one of the following:

                  (a) Cash Option: The Debtor may elect, at any time on or
before the Effective Date, to pay a Class 2 Secured Claim in full, in cash, on
or promptly after the Effective Date.

                  (b) Abandonment Option: The Debtor may also elect, at any time
on or before the Effective Date, to fully satisfy a Class 2 Claim by abandoning
the collateral securing such Claim to the holder of such Claim. To the extent
that the creditor is undersecured it shall have a Class 3 Claim for the
deficiency.

                  (c) Release of Lien: Upon the satisfaction of any note given
to any holder of a Class 2 Secured Claim pursuant to any of the methods provided
for in this Plan, the holder of such Class 2 Secured Claim shall execute all
instruments and documents necessary to release its Lien securing such Claim or
note.


                                       7
<PAGE>

            Class 2 is Unimpaired.

            6.03. Unsecured Claims. (Class 3) On the Effective Date, or as soon
as practicable thereafter, each Holder of an Allowed Unsecured Claim shall
receive in full satisfaction of such Holder's Allowed Unsecured Claim the lesser
of (i) a pro-rata share of the Creditors Fund, or (ii) one hundred cents
(100(cent)) on the Dollar, without interest. To the extent that the Debtor does
not have sufficient cash on the Effective Date to pay all Allowed Unsecured
Claims in full it shall make an interim distribution, following appropriate
reserves.

            Class 3 is Impaired.

            6.04. Interests. (Class 4) On the Investment Date, or as soon as
practicable thereafter, each Holder of an Allowed Interest shall receive its
pro-rata share of the Equity Fund, and shall retain its Interest. Additional
shares of stock in the Reorganized Debtor shall be issued to the Investor
pursuant to the Stock Purchase Agreement.

            Class 4 is Impaired.

                                  ARTICLE VII
                             ACCEPTANCE OF THIS PLAN

            7.01. Impaired Classes of Claims and Interests Entitled to Vote.
Each Holder of a Claim in Class 3 (Unsecured Claims) or of an Interest in Class
4 is Impaired and shall be entitled to vote to accept or reject this Plan.

            7.02. Acceptance by Impaired Class of Creditors and Interest
Holders. Consistent with section 1126(c) of the Bankruptcy Code, and except as
provided in section 1126(e) of the Bankruptcy Code, a class of Claims shall have
accepted this Plan if this Plan is accepted by at least two-thirds in amount and
more than one-half in number of the Holders of the Claims of such class that
have timely and properly voted to accept or reject this Plan. Consistent with
section 1126(d) of the Bankruptcy Code, and except as provided in section
1126(e) of the Bankruptcy Code, a class of Interests shall have accepted this
Plan if this Plan is accepted by Holders of at least two-thirds in amount of the
Interests of such class that have timely and properly voted to accept or reject
this Plan.

                                  ARTICLE VIII
                              EXECUTORY CONTRACTS

            8.01. Assumption or Rejection of Executory Contracts. Any executory
contract that is not listed on Schedule 8.01 hereto or was not expressly assumed
by the Debtor on or prior to the Confirmation Date shall be deemed to have been
rejected by the Debtor on the Effective Date unless, as of the Effective Date,
there is then pending before the Bankruptcy Court a motion to assume such
executory contract. Every party to an executory contract that is rejected
pursuant to this section must file a proof of claim by no later than 30 days
from the Effective Date.


                                       8
<PAGE>

            8.02. Rejection of Stock Options. As of the Effective Date the
Debtor shall reject all existing options to purchase the Debtor's common stock.
In compromise and settlement of any claim for damages regarding such rejections,
each holder of such an option shall receive the amount set forth in Schedule 1
hereto.

                                   ARTICLE IX
            VESTING OF PROPERTY, DISCHARGE, INJUNCTIONS AND RELEASES

            9.01. Vesting of Property. Except as otherwise provided in the Plan,
as of the Effective Date of the Plan all of the property of the Debtor shall
vest in the Reorganized Debtor.

            9.02. Property Free and Clear. Except as otherwise provided in the
Plan, all property dealt with by the Plan shall be free and clear of all claims,
liens and interests of any party as of the Effective Date. This Plan will
evidence the release of any and all liens or encumbrances against all property
dealt with by the Plan, unless such lien or encumbrance is specifically retained
in the Plan.

            9.03. Discharge of All Claims and Interests and Releases.

                  (a) Except as otherwise specifically provided by this Plan,
the confirmation of this Plan (subject to the occurrence of the Effective Date)
shall discharge the Debtor and the Reorganized Debtor from any debt that arose
before the Confirmation Date, and any debt of the kind specified in sections
502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not a proof of Claim
is filed or is deemed filed, whether or not such Claim is Allowed, and whether
or not the Holder of such Claim has voted on this Plan or voted to accept or
reject this Plan.

                  (b) Furthermore, but in no way limiting the generality of the
foregoing, except as otherwise specifically provided by this Plan, the
distributions and rights that are provided in this Plan shall be in complete
satisfaction, discharge and release of all Claims and Causes of Action against,
liabilities of, liens on, charges, encumbrances, security interests, obligations
of and Interests in the Debtor or the Reorganized Debtor, whether known or
unknown, regardless of whether a proof of Claim or Interest was filed, whether
or not Allowed and whether or not the Holder of the Claim or Interest has voted
on this Plan, or voted to accept or reject this Plan, or based on any act or
omission, transaction or other activity or security, instrument or other
agreement of any kind or nature occurring, arising or existing prior to the
Effective Date that was or could have been the subject of any Claim or Interest,
in each case regardless of whether a proof of Claim or Interest was filed,
whether or not Allowed and whether or not the Holder of Claim or Interest has
voted on this Plan or voted to accept or reject this Plan.


                                       9
<PAGE>

                  (c) Except as otherwise provided in this Plan, or except as to
acts or omissions that are the result of fraud, gross negligence, or willful
misconduct or willful violation of federal or state securities laws or the
Internal Revenue Code, any consideration distributed under the Plan to creditors
and holders of Interests shall be in full exchange for and in complete
satisfaction, discharge and release of all Claims, Liens, encumbrances, causes
of action, demands, and lawsuits of any Creditor or Interest Holder against the
Debtor and/or relating in any way to the Debtor or any of the Debtor's (i)
property, or (ii) former or current officers, directors, employees, agents or
attorneys; and such Claims are deemed to be extinguished, released, compromised,
settled, and discharged, and shall not be asserted or pursued in any manner
against the Debtor (except for those liabilities expressly retained or assumed
by the Debtor), or against the Debtor's property, former or current officers,
directors, employees, agents or attorneys after the Effective Date of the Plan.
Confirmation of the Plan shall in no way extinguish, modify, change, or alter in
any way, any Claims, rights, or remedies that any Creditor may have or come to
have against an entity other than the Debtor that arises out of any guaranty of
any of the Debtor's obligations. Subject to Sections 524 and 1141 of the
Bankruptcy Code, the releases described herein shall not preclude police,
federal tax, or regulatory agencies from fulfilling their statutory duties.

            9.04. Injunction. Except as otherwise expressly provided in this
Plan, from and after the Effective Date, all Entities who have held, hold or may
hold Claims or Interests shall be permanently enjoined from (a) commencing or
continuing in any manner any action or other proceeding of any kind with respect
to any such Claim or Interest against the Debtor or the Reorganized Debtor or
any property of the foregoing, or cause of action discharged pursuant to section
9.03 hereof, (b) the enforcement, attachment, collection or recovery by any
manner or means of any judgment, award, decree or order against the Debtor, or
the Reorganized Debtor, (c) asserting any right of setoff, subrogation, or
recoupment of any kind against any obligation due from the Debtor or the
Reorganized Debtor.

            9.05. Term of Injunctions or Stay. Unless otherwise provided, all
injunctions or stays provided for in the Chapter 11 Case pursuant to section 105
or 362 of the Bankruptcy Code, or otherwise, and in existence on the
Confirmation Date, shall remain in full force and effect until the Effective
Date.

                                   ARTICLE X
                           IMPLEMENTATION OF THE PLAN

            10.01. U.S. Trustee Fees. All fees payable to the Office of the
United States Trustee under section 1930(a)(6) of title 28 of the United States
Code ("U.S. Trustee Fees") shall be paid by the Debtor.

            10.02. The Debtor's Causes of Action. Pursuant to section 1123(b)(3)
of the Bankruptcy Code, the Reorganized Debtor shall receive, with the exclusive
right to enforce in its sole discretion, any and all Causes of Action of the
Debtor, including all Causes of Action that may exist under sections 510, 541,
542, 544 through 550 and 553 of the Bankruptcy Code or under similar state laws,
including all Causes of Action of a trustee and debtor-in-possession under the
Bankruptcy Code; provided, however, that all Causes of Action as to which no
complaint has been filed as of the Investment Date shall be deemed released.


                                       10
<PAGE>

            10.03. Stock Purchase Agreement. The Debtor and the Investor shall
enter into the Stock Purchase Agreement prior to the entry of the Confirmation
Order, and entry of the Confirmation Order shall constitute approval by the
Bankruptcy Court of the Stock Purchase Agreement and all of the terms and
provisions thereof. Between entering into the Stock Purchase Agreement and the
closing of the transactions contemplated thereby, the Debtor shall cooperate
with the Investor to cause the registration of the Debtor's common stock under
the Securities Exchange Act of 1934 and to qualify the common stock for listing
on the OTC Bulletin Board, all as more fully set forth in the Stock Purchase
Agreement. Prior to the Investment Date, the Debtor shall amend its certificate
of incorporation to provide for the issuance of such additional stock as may be
necessary and to accomplish any other purposes consistent with the Stock
Purchase Agreement. On the Investment Date, the transactions contemplated by the
Stock Purchase Agreement shall be effected, pursuant to which, among other
things, the Debtor shall receive $75,000 from the Investor, and shall issue to
the Investor common stock equal to 90% of the total outstanding common stock of
the Debtor (inclusive of common stock to be issued to the Investor) on a fully
diluted basis, and the Debtor shall cause the board of directors of the debtor
to be comprised solely of the Investor's nominees.

            10.04. Payment of Claims; Establishment of Estate Escrow. The Debtor
shall pay all Allowed Claims and distribute the Equity Fund on a pro-rata basis
to all holders of Allowed Interests by no later than the Investment Date, unless
there are, as of the Investment Date, Disputed Claims or Interests that have not
been resolved by settlement or Final Order; Allowed Claims or Administrative
Expenses that have not been paid; or portions of the Equity Fund that have not
been distributed; in which case, on the Investment Date, the Debtor shall (a)
designate an Estate Administrator, and (b) contribute all property of the Estate
and the Debtor to the Estate Escrow, from which final distributions shall be
made as soon as practicable. The Estate Escrow shall dissolve upon the
distribution of all property in the Estate Escrow.

                                   ARTICLE XI
                             THE REORGANIZED DEBTOR

            11.01. Representative of Estate. On the Effective Date, the
Reorganized Debtor is appointed as the representative of the Estate pursuant to
section 1123(b)(3) of the Bankruptcy Code to pursue the Causes of Action and
shall be the only entity authorized to pursue actions to recover preferences,
fraudulent conveyances, and all other avoidance actions under chapter 5 of the
Bankruptcy Code. Unless the Reorganized Debtor consents, or unless otherwise
ordered by the Bankruptcy Court, no other party shall have the right or
obligation to pursue any such actions. Any creditor determined to have received
a transfer that is voidable pursuant to Sections 544, 547, 548, 549, and/or 550
of the Bankruptcy Code or any other applicable law shall be required to remit to
the Reorganized Debtor the determined amount of the avoided transfer prior to
receiving any distribution. All proceeds received by the Reorganized Debtor
shall be held by the Reorganized Debtor for the benefit of holders of Allowed
Claims and Interests or shall be used, as needed, to implement the provisions of
this Plan including, without limitation, to fund the expenses of any litigation.
Such funds shall not be subject to any claim by any entity except as provided
under this Plan.


                                       11
<PAGE>

            11.02. Estate Administrator; Shareholder Committee. In the event
that the Estate Escrow is created under section 10.04:

                  (a) The Shareholder Committee, consisting of the members of
the Board of Directors of the Reorganized Debtor as of immediately prior to the
Investment Date, shall be constituted to oversee the operations of the Estate
Escrow and distributions to Holders of Interests. The Shareholder Committee
shall be dissolved upon the dissolution of the Estate Escrow.

                  (b) David Allen, or such other person as is selected by the
Shareholder Committee, and is reasonably acceptable to the Investor, shall serve
as the Estate Administrator, with final authority to prosecute and resolve all
outstanding litigation involving the Estate, and to authorize all payments from
the Estate Escrow. In the event David Allen is unable to serve as Estate
Administrator at any time the Shareholder Committee shall designate a successor
Estate Administrator.

                  (c) All payments to the Estate Administrator, employees and
professionals retained pursuant to section 11.05 hereof, and all other costs and
expenses of the Shareholder Committee, or the administration of the Estate
Escrow, prosecution of objections to Disputed Claims, and the making of
distributions to Holders of Allowed Claims and Interests, shall be payable
solely out of cash and property of the Estate Escrow and not out of property of
the Reorganized Debtor acquired on or after the closing under the Stock Purchase
Agreement. From and after the closing under the Stock Purchase Agreement and
establishment of the Estate Escrow, the Reorganized Debtor shall have no further
liabilities or obligations to holders of Administrative Expenses of, or Claims
against the Debtor or the Estate.

                  (d) From and after the closing under the Stock Purchase
Agreement, the board of directors, officers, employees, attorneys, agents and
other professionals of the Reorganized Debtor (except the Estate Administrator
and any employees or professionals retained by the Estate Administrator pursuant
to Section 11.05 hereof) shall have no fiduciary or other obligations with
respect to, shall not participate in and shall not interfere with the
administration of or distributions from the Estate Escrow, the collection or
protection of assets constituting property of the Estate Escrow, the prosecution
of objections to Disputed Claims, or any other matter concerning the
consummation and administration of the Plan. All such obligations (and all
associated rights) shall be solely those of the Estate Administrator and
individuals or entities employed pursuant to Section 11.05 hereof.

            11.03. Compromise and Settlement. The Reorganized Debtor shall have
the right to pursue, prosecute, compromise, settle, or release any claim
objection, and the compromise or settlement by the Reorganized Debtor of any
claim objection may be effected without necessity of Bankruptcy Court
proceedings under Bankruptcy Rule 9019 or otherwise.


                                       12
<PAGE>

            11.04. Proceeds of the Estate. The Reorganized Debtor shall have a
duty consistent with this Plan to distribute the net proceeds of the Estate for
the benefit of holders of Allowed Claims and Interests in accordance with the
terms of this Plan; to maintain and administer the Estate; and to pay all
expenses incurred in connection with the administration of the Reorganized
Debtor. The net proceeds of the Estate shall be distributed by the Reorganized
Debtor as soon as practicable after the receipt thereof, in accordance with the
priorities of this Plan.

            11.05. Employees of Reorganized Debtor.

                  (a) The Reorganized Debtor may employ individuals and
professionals to assist it in administering and carrying out the purposes of the
Plan, as well as carrying out the business activities of the Debtor. Such
professionals or employees may include persons previously employed by the
Debtor.

                  (b) The amount of compensation to be paid to the professionals
and employees retained by the Reorganized Debtor shall be determined by the
Reorganized Debtor in the reasonable, good faith exercise of his discretion,
without need of an order of the Bankruptcy Court. All such compensation shall be
paid solely from the Estate and not from any other property of the Reorganized
Debtor.

            11.06. Indemnification. None of the Reorganized Debtor's directors,
officers, employees or agents, including, without limitation, the members of the
Shareholder Committee and the Estate Administrator, will be liable for any acts
or omissions concerning the implementation of this Plan except for such of their
own acts as shall constitute bad faith, willful misconduct or gross negligence.
Such persons shall be entitled to be indemnified by the Reorganized Debtor,
solely from the Estate and not from any other property of the Reorganized
Debtor, against any and all losses, claims, costs, expenses (including the cost
of defense), and liabilities arising out of or in connection with the Debtor's
Causes of Action or the affairs of the Reorganized Debtor, except for such of
their own acts as shall constitute bad faith, willful misconduct or gross
negligence. Neither the Reorganized Debtor nor its employees or agents shall
have any duty, obligation or liability to any Entity to pursue any Cause of
Action that may be held by the Reorganized Debtor or to object to any Claim.

            11.07. Actions Through Reorganized Debtor. From and after the
Investment Date, all references to the Reorganized Debtor in Articles 11, 12 and
13 hereof shall, where appropriate, refer to the Reorganized Debtor acting
through the Estate Administrator.


                                       13
<PAGE>

                                  ARTICLE XII
                        PROVISIONS COVERING DISTRIBUTIONS

            12.01. Reserves; Distributions Under this Plan; Means of Cash
Payments.

                  (a) On the Effective Date, and as appropriate subsequently,
and in any event prior to the Reorganized Debtor making any cash distributions,
appropriate reserves shall be established by the Reorganized Debtor from the
funds held by the Reorganized Debtor to take into account all distributions to
be made under the Plan, including, among other things, the following: (a) all
Administrative Expenses not Allowed or disallowed by the Bankruptcy Court as of
the Effective Date and those other Administrative Expenses that are estimated to
be incurred between any Administrative Expenses bar date established by the
Bankruptcy Court and the Effective Date, and (b) Disputed Unsecured Claims for
which proofs of claim were filed on or prior to the Bar Date.

                  (b) On the Effective Date, or as soon as reasonably possible
thereafter, the Reorganized Debtor shall make adequate reserves for the
estimated amount of the distributions (as estimated in the Confirmation Order),
required to be made to Holders of Allowed Administrative Expenses, Allowed
Priority Tax Claims, Allowed Priority Claims, and Allowed Unsecured Claims
pursuant to this Plan, subject to the terms hereof. Except as otherwise provided
in this Plan and without in any way limiting sections 9.01 and 13.03 of this
Plan, payments and distributions in respect of Allowed Claims that are required
by this Plan to be made on the Effective Date shall be made on, or as soon as
reasonably possible on or after, the Effective Date, or as otherwise provided,
as applicable. Except as otherwise specified in this Plan, cash payments made
pursuant to the Plan will be in U.S. dollars by check drawn on a domestic bank
selected by the Reorganized Debtor, or by wire transfer from a domestic bank, at
the option of the Reorganized Debtor.

            12.02. Interim Distributions. The Reorganized Debtor shall have the
authority to make distributions in accordance with this Plan to the Holders of
Allowed Claims and, to the extent applicable, to Holders of Allowed Interests,
in whole or in part, at any time and from time to time.

            12.03. Compliance With Tax Requirements. The Reorganized Debtor
shall withhold from any property distributed under this Plan any property that
must be withheld for taxes payable by the Entity entitled to such property to
the extent required by applicable law. As a condition to making any distribution
under this Plan, the Reorganized Debtor may request that the Holder of any
Allowed Claim provide such Holder's taxpayer identification number and such
other certification as may be deemed necessary to comply with applicable tax
reporting and withholding laws.

            12.04. Undeliverable Distributions. If the Reorganized Debtor is
unable to make a payment or distribution to the Holder of an Allowed Claim under
this Plan for lack of a current address for the Holder or otherwise, the
Reorganized Debtor will file with the Bankruptcy Court the name, if known, and
last known address of the Holder and the reason for inability to make payment,
and if, after the passage of one year (or such other period of time as directed


                                       14
<PAGE>

by the Bankruptcy Court) and after any additional effort to locate the Holder
that the Bankruptcy Court may direct, the payment or distribution still cannot
be made, the payment or distribution and any further payment or distribution to
such Holder shall be immediately transferred to the Reorganized Debtor or its
designee and the Claim shall be deemed satisfied to the same extent as if
payment or distribution had been made to the Holder of the Claim.

                                  ARTICLE XIII
                            PROCEDURES FOR RESOLVING
                          DISPUTED CLAIMS AND INTERESTS

            13.01. Objections to Claims and Interests. Subject to an order of
the Bankruptcy Court providing otherwise, the Reorganized Debtor shall have the
authority to file objections to Claims and Interests after the Confirmation Date
and shall have the sole authority to prosecute pending claim objections. The
Reorganized Debtor may object to a Claim or Interest by filing an objection with
the Bankruptcy Court and serving such objection upon the Holder of such Claim or
Interest not later than 45 days after the later of the Effective Date and the
date set by order of the Bankruptcy Court as the last date for filing proof of
such Claim in the Chapter 11 Case, except that said date may be extended by the
Bankruptcy Court.

            13.02. Procedure. Unless otherwise ordered by the Bankruptcy Court
or agreed to by written stipulation of the Reorganized Debtor or until any
objection thereto by the Reorganized Debtor is withdrawn, the Reorganized Debtor
shall litigate the merits of each Disputed Claim and each Disputed Interest
until determined by a Final Order; provided, however, that the Reorganized
Debtor may compromise, settle, withdraw or resolve, by any method approved by
the Bankruptcy Court, any objection to any Claim or Interest.

            13.03. Estimation of Claims. The Bankruptcy Court will retain
jurisdiction to estimate any Claim at any time during litigation concerning any
objection to any Claim, including during the pendency of any appeal relating to
any such objection. All of the aforementioned Claims objection, estimation and
resolution procedures are cumulative and are not necessarily exclusive of one
another. Claims may be estimated and thereafter resolved by any permitted
mechanism.

            13.04. Payments and Distributions With Respect to Disputed Claims
and Disputed Interests. No payments or distributions shall be made in respect of
a Disputed Claim or Disputed Interest until such Disputed Claim or Disputed
Interest becomes allowed.

            13.05. Timing of Payments and Distributions With Respect to Disputed
Claims and Disputed Interests. Subject to the further provisions of this Plan,
payments and distributions with respect to each Disputed Claim or Disputed
Interest that becomes an Ultimately Allowed Claim or Ultimately Allowed Interest
that would have otherwise been made had the Ultimately Allowed Claim or
Ultimately Allowed Interest been an Allowed Claim or an Allowed Interest on the
Effective Date shall be made within ten days after the date that such Disputed


                                       15
<PAGE>

Claim or Disputed Interest becomes an Ultimately Allowed Claim or an Ultimately
Allowed Interest. Holders of Disputed Claims and Disputed Interests that become
Ultimately Allowed Claims or Ultimately Allowed Interests shall be bound,
obligated and governed in all respects by the provisions of this Plan.

                                  ARTICLE XIV
                              CONDITIONS PRECEDENT

            14.01. Conditions to Confirmation. The satisfaction of each of the
following are conditions to the confirmation of this Plan, which conditions may
be waived by the Debtor:

                  (a) the Confirmation Order shall be in a form and substance
reasonably acceptable to the Debtor;

                  (b) the Debtor shall have sufficient cash to pay all required
U.S. Trustee Fees and all Allowed Administrative Claims and Allowed Priority
Claims.

            14.02. Conditions to Effective Date. This Plan shall not become
effective, and the Effective Date shall not occur, until each of the following
conditions have been satisfied or waived by the Debtor:

                  (a) the Confirmation Order shall have been signed by the
Bankruptcy Court and duly entered and shall have become a Final Order;

                  (b) all actions and documents necessary to implement the
provisions of this Plan shall have been effected and/or executed by all parties
thereto.

                                   ARTICLE XV
                            MISCELLANEOUS PROVISIONS

            15.01. Bankruptcy Court to Retain Jurisdiction. The business and
assets of the Debtor shall remain subject to the jurisdiction of the Bankruptcy
Court until the Effective Date. From and after such date, the Bankruptcy Court
shall retain and have exclusive jurisdiction over the Debtor's Chapter 11 Case
for the purposes of determining all disputes and other issues presented by or
arising under this Plan including, without limitation, exclusive jurisdiction to
(a) determine any and all disputes relating to Claims and Interests and the
allowance and amount thereof, (b) determine any and all disputes among Creditors
with respect to their Claims, (c) consider and allow any and all applications
for compensation for professional services rendered and disbursements incurred
in connection therewith, (d) determine any and all applications, motions,
adversary proceedings and contested or litigated matters pending on the
Effective Date and arising in or related to the Chapter 11 Case or this Plan,
(e) remedy any defect or omission or reconcile any inconsistency in the
Confirmation Order, (f) enforce the provisions of this Plan relating to the
distributions to be made hereunder, (g) issue such orders, consistent with


                                       16
<PAGE>

section 1142 of the Bankruptcy Code, as may be necessary to effectuate the
consummation and the full and complete implementation of this Plan, (h) enforce
and interpret any provision of this Plan, (i) determine such other matters as
may be set forth in the Confirmation Order or that may arise in connection with
the implementation of this Plan, (j) determine any and all disputes relating in
any way to any Conveyance Document or the rights and obligations of the parties
thereunder, (k) determine the final amounts allowable as compensation or
reimbursement of expenses pursuant to section 503(b) of the Bankruptcy Code, (l)
to hear and determine all proceedings to recover all assets of the Debtor and
property of the Debtor's estate, wherever located, including any Causes of
Action under sections 510, 541, 542, 544 through 551 and 553(b) of the
Bankruptcy Code, and any other Causes of Action or rights to payment of Claims,
that belong to the Debtor, that may be pending on the Confirmation Date or that
may be instituted at any time by the Reorganized Debtor thereafter, and (m) to
hear and determine any disputes respect to the Reorganized Debtor.

            15.02. Binding Effect of this Plan. The provisions of this Plan
shall be binding upon and inure to the benefit of the Debtor, the Reorganized
Debtor, any Entity bound by the provisions of this Plan pursuant to section
1141(a) of the Bankruptcy Code and their respective predecessors, successors,
assigns, agents, partners, officers and directors.

            15.03. Withdrawal of this Plan. The Debtor reserves the right, at
any time prior to the entry of the Confirmation Order, to revoke or withdraw
this Plan. If the Debtor revokes or withdraws this Plan or if the Confirmation
Date does not occur, then (i) this Plan shall be deemed null and void and (ii)
this Plan shall be of no effect and is vacated nunc pro tunc and the Chapter 11
Case shall continue as if this Plan and the Disclosure Statement had never been
filed and, in such event, the rights and obligations of the parties in interest
in the Chapter 11 Case shall not be affected nor shall said parties in interest
be bound by, for purposes of illustration only, and without limitation (a) this
Plan, (b) any statement, admission, commitment, valuation or representation
contained in this Plan or the Disclosure Statement, or (c) the classification
and proposed treatment (including any allowance) of any Claim under this Plan.

            15.04. Captions. Article and section captions used in this Plan are
for convenience only and shall not affect the construction of this Plan.

            15.05. Method of Notice. All notices required to be given under this
Plan, if any shall be in writing and shall be sent by (a) certified first class
mail, return receipt requested, postage prepaid (deemed given when received as
noted on return receipt), (b) overnight courier, freight prepaid, receipt
requested (deemed given when received as noted on receipt), (c) hand delivery,
receipt requested (deemed given when received as noted on receipt), or (d)
facsimile (deemed given when received as noted on confirmation report) provided
that the original shall contemporaneously be delivered pursuant to one of the
methods set forth in clauses (a), (b) or (c) of this section 15.05:


                                       17
<PAGE>

                              If to the Debtor or the Reorganized Debtor at:

                                  Olshan Grundman Frome Rosenzweig & Wolosky LLP
                                  Park Avenue Tower
                                  65 East 55 Street
                                  New York, New York  10022
                                  Attn:  Matthew J. Gold, Esq.
                                  Telephone: (212) 451-2226
                                  Facsimile: (212) 451-2222

Any of the above may, from time to time, change its address for future notices
and other communications hereunder by filing a notice of the change of address
with the Bankruptcy Court. Counsel may deliver notices on behalf of its client.

            15.06. Amendments and Modifications to Plan. This Plan and the
Exhibits and Schedules attached hereto may be altered, amended or modified by
the Debtor before or after the Confirmation Date, as provided in section 1127 of
the Bankruptcy Code.

            15.07. Section 1125(e) of the Bankruptcy Code. The Debtor has, and
upon confirmation of this Plan shall be deemed to have, solicited acceptances of
this Plan in good faith and in compliance with the applicable provisions of the
Bankruptcy Code.

            15.08. Governing Law. Unless a rule of law or procedure is supplied
by federal law (including the Bankruptcy Code and Bankruptcy Rules), the laws of
the State of Connecticut shall govern the construction, implementation and
enforcement of this Plan and any agreements, documents, and instruments executed
in connection with this Plan.

            15.09. Consent. Whenever pursuant to this Plan the consent or
approval of the Debtor shall be requested or required, no such consent shall be
effective unless set forth in a written instrument executed by the Debtor, as
the case may be, and given in advance of the action with respect to which such
consent or approval was requested.

            15.10. The Committee. On the date of the final distribution to all
Unsecured Claims as to which no objection has been made, the Committee shall be
dissolved and shall cease to function.

                                     Respectfully submitted,

                                     MPLC, INC., f/k/a THE MILLBROOK PRESS, INC.


                                     By: /s/ David Allen
                                         ---------------------------------------
                                         President

THE DEBTOR
MPLC, INC., f/k/a THE MILLBROOK PRESS, INC.


                                       18
<PAGE>

Jed Horwitt (ct04778)
ZEISLER & ZEISLER, P.C.
558 Clinton Avenue
P.O. Box 3186
Bridgeport, CT  06605
(203) 368-4234

      -and-

OLSHAN GRUNDMAN FROME
ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 E. 55th Street
New York, NY 10022
(212) 451-2300

ATTORNEYS FOR DEBTOR
AND DEBTOR-IN-POSSESSION


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</DOCUMENT>
