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                                                                    EXHIBIT 10.1


                        Advantage Learning Systems, Inc.
                                 901 Deming Way
                                 P.O. Box 45016
                          Madison, Wisconsin 53744-5016
                  Telephone (608) 664-3880; Fax (608) 664-3883

March 12, 2001

Mr. John R. Hickey
President
Advantage Learning Systems, Inc.
2911 Peach Street
P.O. Box 8036
Wisconsin Rapids, Wisconsin  54495-8036

         RE:      Option Vesting

Dear John:

The purpose of this letter is to propose an amendment to certain provisions of
the offer letter (the "Offer Letter") dated June 20, 1996, regarding the terms
of your employment with Advantage Learning Systems, Inc. (the "Company").
Specifically, the Company proposes to amend the provisions of the Offer Letter
relating to options granted to you during 1997, 1998 and 1999 under the
Company's 1997 Stock Incentive Plan (the "Plan").

In order to clear up certain inconsistencies that currently exist between the
Offer Letter and the number and the terms of the Options you actually received,
the Company hereby proposes to amend the Offer Letter as follows. In the event
your employment as President of the Company is terminated for any reason (other
than retirement, death or disability) at any time after July 1, 2001, the
Company agrees to offer you employment in some other mutually agreeable capacity
through the period required for all Company options granted to you through 1999
to vest in accordance with their terms. Once the options granted to you in 1999
are fully vested, the Company shall have no further obligations to you under the
Offer Letter with respect to Company options.

If the foregoing proposal is acceptable to you, please sign and date as
indicated below. This letter agreement will not become effective unless and
until it is approved by the Company's Compensation Committee. This letter
agreement, after being executed by you and approved by the Compensation
Committee, will become binding on both you and the Company and will supercede
and amend any prior agreements, including the Offer Letter, relating to the
subject matter hereof.


                                                Very truly yours,

                                                /s/ Terrance D. Paul

                                                Terrance D. Paul, Vice Chairman




If you accept the proposal set forth in this letter,
please sign and date in the spaces indicated below:

By:    /s/ John R. Hickey
       ------------------
       John R. Hickey

Date:  March 12, 2001