Dear Friend of Berrett-Koehler,

Thank you for helping Berrett-Koehler achieve wonderful years in 2004 and 2005.  We've had record-breaking sales and profits, four more books pass the 300,000-copies-sold mark, books on over 30 bestseller lists (including The New York Times list), numerous awards for our books and authors, and the exciting Positively M.A.D. Conference!

We are building on these successes to advance our mission of creating a world that works for all.  We are expanding our publication programs, improving our company systems, increasing our marketing capabilities, and broadening the reach of our publicity and promotion efforts.

To help fund these advances, we are conducting our first-ever Direct Public Offering (DPO).  This is a one-time opportunity for members of the BK community—our customers, authors, service providers, and others associated with the company—to invest in Berrett-Koehler.  We are offering up to 125,000 shares of Common Stock of The Berrett-Koehler Group, Inc. (the parent company of Berrett-Koehler Publishers, Inc.).

The price of the shares is $8.00 per share until July 30, 2005, and then the price will go up to $9.00 per share. The minimum number of shares offered to any one investor is 100 shares.  So, the minimum investment is $800.00 until July 30, 2005, and thereafter is $900.00.  The shares are being sold on a first-come, first-served basis and will be available for only a limited time.

This Direct Public Offering is registered for offer and sale in California, District of Columbia, Illinois, Indiana, Minnesota, Missouri, New Mexico, New York, Ohio, and Wisconsin.  Only persons residing in these states and district are eligible to purchase stock in this offering, unless there is an applicable exemption from registration in another state or the prospective investor resides outside of the United States.

The stock is being sold directly by Berrett-Koehler and is not available from any broker or other party.  To be eligible to invest, you must have purchased one or more of Berrett-Koehler's publications within the past three years, or be a BK author, or provide services to Berrett-Koehler, or be associated with Berrett-Koehler in some other way.

This letter is neither an offer to sell nor a solicitation of an offer to buy this stock.  The offer is made only by means of the Direct Public Offering Circular.  Copies of the Circular may be obtained only from Berrett-Koehler.  Call Gail Caldwell (415-743-6472, email investment@bkpub.com, or write to: Gail Caldwell, The Berrett-Koehler Group, Inc., 235 Montgomery Street, Suite 650, San Francisco, CA 94104-2916.

Best regards,
Steven Piersanti
President and Publisher