AMENDMENT NO. 2 TO SHAREHOLDERS AGREEMENT

Exhibit 10.1

AMENDMENT NO. 2 TO
SHAREHOLDERS AGREEMENT

     AMENDMENT No. 2 dated October 8, 2008 (the “Amendment”) to the Shareholders Agreement dated August 10, 2007 (the “Shareholders Agreement”) by and among Haights Cross Communications, Inc., a Delaware corporation (the “Company”), the Persons identified on Schedule A thereto as the Investors (each, an “Investor” and collectively, the “Investors”) and any other Shareholder who from time to time becomes party to the Shareholders Agreement by execution of a Joinder Agreement in substantially the form attached thereto as Exhibit A. All capitalized terms not otherwise defined herein shall have the same meaning given to them in the Shareholders Agreement.

     WHEREAS, Section 6.3 of the Shareholders Agreement provides that it may be amended by the prior written consent of the Company, a Majority Vote of the Series A Major Investor(s) and a Majority Vote of the Series B Major Investors and such parties desire to amend the Shareholders Agreement as set forth below to provide the Investor Directors with the option to elect the Chief Executive Officer of the Company to be a director of the Company.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1. Section 3.5 of the Shareholders Agreement shall be replaced in its entirety with the following:

“Exceptions to Pre-emptive Rights. Notwithstanding the foregoing Sections 3.1 — 3.4, the right to purchase granted under this Article III shall be inapplicable with respect to 36,526 shares of Common Stock (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock distribution, stock dividend or similar event) issued or issuable in connection with, or upon the exercise of, options or other awards granted or to be granted to directors (or the Major Investor that nominates such director, or an affiliate thereof) of the Company, including shares of Common Stock issued in replacement of shares of such Common Stock repurchased or issuable upon the exercise of any options to purchase shares of such Common Stock.”

     2. Effective Date. This Amendment No. 2 shall be effective as of the effective date of the original Shareholders Agreement.

     3. No Other Changes. Except as amended hereby, the Agreement shall remain in full force and effect and in accordance with its terms. This Amendment shall be limited solely for the purpose and to the extent expressly set forth herein and nothing express or implied shall constitute an amendment, supplement, modification or waiver to any other term, provision or condition of the Agreement.

     4. Counterparts. This Amendment may be executed and delivered (including by facsimile and PDF transmission) in any number of counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same Amendment.

     5. Governing Law. This Amendment shall be governed by and construed under the laws of the State of Delaware (without effect to conflict of law principles thereto).

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          IN WITNESS WHEREOF, this Amendment has been executed as a sealed instrument by the parties hereto or their duly authorized representatives, effective as of the date first above written.

THE COMPANY:

INVESTORS: