November 4, 1998 Mr. Michael J. Perik Chairman and Chief Executive Officer The Learning Company, Inc. One Athenaeum Street Cambridge, MA 02142 Dear Michael: Reference is made to the Employment Agreement dated April 9, 1997 between The Learning...

                                                                    Exhibit 10.2

                                                              November 4, 1998



Xx. Xxxxxxx X. Xxxxx
Chairman and Chief Executive Officer
The Learning Company, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000

Dear Xxxxxxx:

         Reference is made to the Employment Agreement dated April 9, 1997
between The Learning Company, Inc. and you (the "Agreement"). Capitalized terms
used and not defined herein have the meanings ascribed to such terms in the
Agreement.

         This letter is to confirm the action of the Corporation's Compensation
Committee on October 22 with respect to the Agreement. Effective as of October
1, 1998, the Annual Base Salary in Section 2.1 has been changed to $750,000, and
the Bonus in Section 2.4 has been changed to $1,000,000.

         Please contact me if you have any questions.

                                       Sincerely,


                                       /s/ Xxxxxxx X. Xxxxxxx, III
                                       ---------------------------
                                       Xxxxxxx X. Xxxxxxx, III
                                       Sr. Vice President, Human Resources