November 4, 1998 Mr. Kevin O'Leary President The Learning Company, Inc. One Athenaeum Street Cambridge, MA 02142 Dear Kevin: Reference is made to the Employment Agreement dated April 9, 1997 between The Learning Company, Inc. and you (the...

                                                                    Exhibit 10.5

                                                              November 4, 1998



Mr. Xxxxx X'Xxxxx
President
The Learning Company, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000

Dear Xxxxx:

         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, XXX
                                        Xx. Vice President, Human Resources