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                                                                   EXHIBIT 10.17

                     AMENDMENT TO INVESTOR RIGHTS AGREEMENT

        This AMENDMENT is entered into as of October 29, 1999 by and between THE
LIGHTSPAN PARTNERSHIP, INC. (the "COMPANY") and the undersigned (each an
"INVESTOR" and collectively the "INVESTORS").

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        WHEREAS, pursuant to that certain Stock Purchase Agreement by and
between the Company and CINAR Corporation dated as of October 29, 1999, the
Company desires to sell shares of its Series E Preferred Stock, shares of its
Common Stock and a warrant to purchase shares of its Series E Preferred Stock
(the "WARRANT") (collectively the "SECURITIES") to CINAR Corporation (the
"SALE");

        WHEREAS, it is a condition to the closing of the Sale that the Company
amend the Amended and Restated Investor Rights Agreement dated as of July 8,
1999, as amended, by and between the Company and the persons or entities listed
on Exhibit A thereto (the "XXX"), as set forth herein;

        WHEREAS, Section 5.7 of the XXX provides that "Holders" of at least 50%
of the "Registrable Securities," as such terms are defined in the XXX, shall
have the ability to amend the XXX;

        WHEREAS, the Investors collectively represent (i) 50% of the Holders of
Registrable Securities under the XXX and (ii) a majority of the holders of the
outstanding Shares under the Series E Agreement; and

        WHEREAS, the Investors desire to alter and amend their rights as set
forth in the XXX.

        NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:

        1. Upon close of the Sale, CINAR Corporation shall be deemed to be an
"Investor" under the XXX; shares of Series E Preferred Stock held by CINAR
Corporation or its permitted assigns shall be deemed to be "Shares" under the
XXX; the Warrant shall be deemed to be a "Warrant" thereunder and the shares of
Series E Preferred Stock Issuable upon exercise of the Warrant shall be deemed
to be "Warrant Shares" thereunder.

        2. The restrictions and prohibitions in the XXX regarding the transfer
by CINAR Corporation of its rights under the XXX and the transfer by CINAR
Corporation of its securities shall not apply to the transfer by CINAR
Corporation of its rights under the XXX and the transfer by CINAR Corporation of
its Securities to any corporation or other entity which controls, is controlled
by, or is under common control with CINAR Corporation. A corporation or other
entity will be regarded as in control of another corporation or entity if it
owns or directly or indirectly controls 100% of the voting securities or other
ownership interest of the other corporation or entity. Notwithstanding the
foregoing, any transfer that would otherwise by subject to section 1.15 of the
XXX shall be permitted by this section 2 of this Amendment only upon the written
consent of the underwriters.


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        3. This Amendment and Waiver may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Signature pages may be
delivered by facsimile.


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        IN WITNESS WHEREOF, the parties have executed this AMENDMENT AND WAIVER
as of the date first above written.


COMPANY:

THE LIGHTSPAN PARTNERSHIP, INC.



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INVESTOR:

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