November 4, 1998 Mr. R. Scott Murray Executive Vice President and Chief Financial Officer The Learning Company, Inc. One Athenaeum Street Cambridge, MA 02142 Dear Scott: Reference is made to the Employment Agreement dated May 22, 1997 between The...

                                                                    Exhibit 10.8

                                                              November 4, 1998



Mr. R. Xxxxx Xxxxxx
Executive Vice President and
  Chief Financial Officer
The Learning Company, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000

Dear Xxxxx:

         Reference is made to the Employment Agreement dated May 22, 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 that, effective as of October 1, 1998, the
Annual Base Salary in Section 2.1 has been changed to $500,000, and the Bonus in
Section 2.4 has been changed to $625,000.

         Please contact me if you have any questions.

                                   Sincerely,


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