EXHIBIT 10.1

HAIGHTS CROSS COMMUNICATIONS, INC.

TRANSACTION BONUS PLAN

Article 1. Purpose

     The Haights Cross Communications, Inc. Transaction Bonus Plan (the “ Plan ”) is intended to reward selected employees of Haights Cross Communications, Inc. (the “ Company ”) and certain of its subsidiaries and/or Business Units who continue to provide services to the Company until the consummation of a sale or sales of all the Company’s various Business Unit’s capital stock, LLC membership interests and/or substantially all of its assets and to reward their contributions towards maximizing a Business Unit’s Sales Proceeds (as defined below).

Article 2. Definitions.

     (a) “ Acquisition Agreement ” means one or more definitive purchase agreements between the Company and the acquirer to acquire either its capital stock, LLC membership interests and/or substantially all of its assets, and/or agreements to acquire the capital stock, LLC membership interests or substantially all of the assets of a Business Unit.

     (b) “ Board ” shall mean the Board of Directors of the Company.

     (c) “ Business Unit ” shall mean one of the Company’s subsidiaries and/or divisions including the following: Oakstone Publishing, Recorded Books, Sundance/Newbridge and Triumph Learning/Buckle Down/Options Publishing.

     (d) “ Cause ” shall have the meaning set forth in the employment or severance agreement, if any, between the Company and the Participant; provided that if no agreement containing such definition is in effect, then “Cause” shall mean the Board’s determination of the following: (i) the willful failure or refusal of such Participant to perform his or her duties with the Company; (ii) willful misconduct that has a material adverse effect to the Company; (iii) the Participant has any unauthorized contact or communication with a prospective buyer of any Business Unit without authorization of Company or Board; (iv) conviction, indictment or plead of nolo contendre by Participant of a felony; (v) Participant has committed fraud, embezzlement, theft, or misappropriation against or from the Company; or (vi) alcohol or drug abuse which adversely affects the performance of the Participant’s duties. The Board shall determine in reasonable good faith whether any of the events or actions described herein have occurred and provide Participant of written notification of such determination within ninety (90) days following the Company’s knowledge of its existence and Participant shall have thirty (30) days to cure the act or behavior.

     (e) “ Closing Date ” shall mean the date upon which the sale of Company and/or a Business Unit has been consummated and the Company has received Sales Proceeds contemplated to be received on such Closing Date.

     (f) “ Code ” means the Internal Revenue Code of 1986, as amended.

     (g) “ Company ” has the meaning set forth in Article 1 of the Plan.

     (h) “ Committee ” shall mean one or more committees or subcommittees of the Board delegated to act on behalf of the Board. If so delegated, all references in the Plan to the “Board” shall mean such Committee or the Board.

     (i) “ Disability ” means physical or mental incapacity qualifying the Participant for long-term disability under the Company’s long-term disability plan.

     (j) “ Good Reason ” shall mean the existence or occurrence of one or more of the following conditions or events: (i) a material diminution in the Participant’s base salary or bonus opportunity if the Board has approved a bonus plan for such fiscal year; or (ii) a material adverse change in geographic location at which the Employee must provide services to the Company. Good Reason shall not exist, unless the Participant has provided written notice to the Company within ninety (90) days of the initial existence of the Good Reason condition(s), describing the condition(s) in specific and adequate detail, and the Company has had thirty (30) days to cure such condition(s) after the date