Exhibit 10.13

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

         AMENDMENT NO. 1, dated as of October 5, 1998, to Employment Agreement
dated as of February 6, 1997 (the "Original Agreement"), by and between Neal S.
Winneg (the "Executive") and The Learning Company, Inc. (the "Corporation").
Capitalized terms used and not defined in this Amendment shall have the meanings
ascribed to such terms in the Original Agreement.

         Whereas, the Corporation wishes to continue to employ the Executive in
the position of Sr. Vice President and General Counsel and the Executive wishes
to remain in the employ of the Corporation; and

         Whereas the Corporation and the Executive wish to amend the Original
Agreement in certain respects;

         Now, therefore, in consideration of the foregoing and the covenants and
agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the parties, the
parties hereby agree as follows:

         1. Section 2.1 of the Original Agreement is hereby amended by deleting
the amount "$200,000" and inserting in lieu thereof the amount "$325,000."

         2. Section 2.4 of the Original Agreement is hereby amended by deleting
the amount "$100,000" and inserting in lieu thereof the phrase "50% of the
Annual Base Salary."

         3. Section 3.3(b)(ii) of the Original Agreement is hereby amended by
deleting the phrase "eighteen month" and inserting in lieu thereof the phrase
"two year" and by deleting each occurrence of the phrase "one and one-half
times" and inserting in lieu thereof the phrase "two times."

         4. Section 3.3(b) of the Original Agreement is hereby amended further
by deleting the period at the end of Section 3.3(b)(iii) and inserting in lieu
thereof "; and" and by adding the following Sections 3.3(b)(iv) and 3.3(b)(v) at
the end thereof:

                  "(iv) during the Continuation Period the Corporation shall
         provide the Executive with medical and dental insurance benefits
         identical or substantially similar to those which the Executive was
         receiving immediately prior to the written notice of termination
         referenced in section 3.3(a) hereof. On the date following the
         termination of the Continuation Period, the Executive shall be eligible
         to commence benefit coverage in accordance with the Consolidated
         Omnibus Budget Reconciliation Act of 1995, as amended; and

                  (v) the Corporation shall provide executive outplacement
         services to the Executive pursuant to its current agreement with Wright
         Group, or pursuant to any successor agreement for comparable
         outplacement services with a similar, recognized outplacement support
         firm; provided that if the Corporation does provide such services to
         The Executive, the Corporation will reimburse the Executive for
         executive outplacement services incurred by the Executive within 




         one year of the date of termination of employment in an amount not to
         exceed $10,000."

         In witness whereof the parties have executed this Amendment No. 1 as of
the date first written above.


                                 /s/ Neal S. Winneg
                                 ------------------
                                 Neal S. Winneg


                                 THE LEARNING COMPANY, INC.



                                 By: /s/ William Shupert
                                     -------------------
                                     William Shupert
                                     Sr. Vice President, Human Resources