Exhibit 10.1

[EXECUTION COPY]

AMENDMENT AND WAIVER AGREEMENT

AMENDMENT AND WAIVER AGREEMENT, dated as of July 30, 2001, to the**FORBEARANCE AND AMENDMENT AGREEMENT**, dated as of April 30, 2001 (as amended from time totime, the **"Forbearance Agreement"**), by and among (a) **HUNGRY MINDS,INC.** (formerly known as "IDG Books Worldwide, Inc."), a Delaware corporation(hereinafter, together with its successors in title and assigns, the**"Borrower"**), (b) the several financial institutions party to the ForbearanceAgreement as Lenders thereunder, (c) **FLEET NATIONAL BANK** (formerly known as "BankBoston,N.A."), as Issuing Lender under the Credit Agreement, (d) **WELLS FARGO BANK, NATIONALASSOCIATION**, as Syndication Agent for the Lenders and the Agents, (e) **BANK ONE** (formerlyknown as "The First National Bank of Chicago"), as Documentation Agent for the Lenders andthe Agents, and (f) **FLEET NATIONAL BANK**, as Administrative Agent for the Lenders, the IssuingLender and the Agents under the Credit Agreement.  Reference is also made to the Credit Agreement,dated as of July 30, 1999 (as amended from time to time, the **"CreditAgreement"**), by and among the Borrower, the Lenders, the Issuing Lender and theAgents.

The Borrower and Majority Lenders have agreed to amend certain of the provisionscontained in the Forbearance Agreement, and Majority Lenders have also agreed to waive certain ofthe financial covenants contained in the Forbearance Agreement, all as set forth in this Amendmentand Waiver Agreement.  

Accordingly, the parties hereto hereby agree as follows:

ARTICLE I.  DEFINITIONS
SECTION 1.1.  Definitions in Credit Agreement; etc.Unless otherwise defined herein, terms defined in or by reference in the Credit Agreement or in theForbearance Agreement (each as from time to time amended) are used herein as therein defined.  
**SECTION 1.2.  **New Defined Terms.**  Eachof the following new defined terms shall, when used in this Agreement, have the followingmeanings:
**"Amendment Agreement" and**"thisAgreement"** mean this Amendment and Waiver Agreement, dated as of July 30, 2001,executed and delivered by the Borrower, Majority Lenders and the Administrative Agent.  Upon theterms and subject to the conditions contained in this Amendment Agreement, the Borrower and MajorityLenders have agreed to amend the Forbearance Agreement, and Majority Lenders have also agreed towaive certain of the financial covenants contained in the Forbearance Agreement.
**"Amendment Documents" means, collectively, this AmendmentAgreement, the IDG Consent Agreement and each (if any) of the other Instruments executed anddelivered pursuant to or in connection with this Amendment Agreement.
**"Effective Date" means July 30, 2001, the effective dateof this Amendment Agreement, but, **subject, always,** in any event, to theprovisions of Article III hereof.
**"IDG Consent Agreement" means the IDG Consent Agreement,in or substantially in the form of the Exhibit to this Amendment Agreement, to be executedand delivered by the Parent Company and the Administrative Agent on or prior to August 2, 2001.
**"Milestone Condition Precedent" means, collectively:

(a)	the execution and delivery by the Borrower and by each of the otherparties thereto of a binding purchase and sale agreement covering the purchase of the Borrower or(as the case may be) the purchase of all or substantially all of the assets and Properties of theBorrower as a going concern, subject only to approval by the stockholders of the Borrower andthe other parties thereto, to the extent necessary, and to any required approvals of anyGovernmental Authorities; and 

(b)	the delivery to the Administrative Agent and the Lenders of a true andcomplete copy of such binding purchase and sale agreement.
**"Milestone Deadline" means 11:59 p.m., Boston time, onAugust 15, 2001.
**"Specified Breach" has the meaning specified for thatterm in Section 3.1(a) of this Agreement.
**"Specified Termination Event" has the meaning specified forthat term in Section 3.1(a) of this Agreement.
**ARTICLE II.  AMENDMENTS AND WAIVERS
Effective on and as of and from and after July 30, 2001 (the"**Effective Date"), but, **subject,****always, in anyevent, to the provisions of Article III hereof:**SECTION 2.1.  Amendment of Certain Covenants.Section7.6 of the Forbearance Agreement and Schedule 7 attached to the Forbearance Agreement arehereby amended as follows:  

(a)	**Milestone Deadline.  **Paragraph (c) ofSection 7.6 of the Forbearance Agreement is hereby amended by deleting the date "July31, 2001" appearing in such paragraph (c) and inserting in place thereof the followingphrase:
**	"11:59 p.m., Boston time, on August 15, 2001"

(b)	**Financial Covenants.**  Subject,always, to the provisions contained in Section 2.1(c) of this Agreement, Section7.2 of Schedule 7 attached to the Forbearance Agreement is hereby amended (i) by deletingsuch Section 7.2 in its entirety, and (ii) by inserting in place thereof the following newSection 7.2:  
**Section 7.2  **Minimum Consolidated EBITDA.  TheBorrower covenants with each of the Lenders and the Agents that the Borrower will not cause orpermit the Consolidated EBITDA of the Borrower and its Subsidiaries for any Measurement Periodidentified below to be **less than the Consolidated EBITDA identified below oppositesuch Measurement Period:
**Measurement Period ending on**Minimum 

Consolidated EBITDA  
07/31/01
$1,416,400
08/31/01
$1,502,916
09/30/01
$4,340,721

(c)	**Compliance withMilestone Condition Precedent.**  Anything in this Agreement express or implied tothe contrary notwithstanding, the amendment, pursuant to Section 2.1(b) of this Agreement, ofSection 7.2 of Schedule 7 attached to the Forbearance Agreement shall becomeeffective, automatically and without any further action on the part of any of the parties to thisAgreement, **only upon satisfaction by the Borrower, at any time on or prior to theMilestone Deadline, of the Milestone Condition Precedent.  If for any reason whatsoever theMilestone Condition Precedent  is not satisfied by the Borrower on or prior to the MilestoneDeadline, then (i) the amendment set forth in Section 2.1(b) of this Agreement shall have noforce or effect whatsoever, and (ii) Section 7.2 of Schedule 7 shall remain unalteredby this Agreement.**SECTION 2.2.  Waivers.**
(a)	**Waivers of Certain Financial Covenants;etc.  Subject, always, to the provisions contained in the secondsentence of this paragraph (a), the Lenders that are party to this Agreement (which Lendersconstitute Majority Lenders) hereby agree with the Borrower as follows:
(i)	to waive the breach by the Borrower of the financial covenants containedin Section 7.2 of Schedule 7 to the Forbearance Agreement, but only insofar as,and to the limited extent that, such financial covenants are applicable as of, or (as the case maybe) prior to, the last day of and for the Measurement Period ended July 31, 2001 (such breach beingherein called the **"Specified Breach")**; and 

(ii)	to waive the Termination Event identified in Section 4.1(c) of theForbearance Agreement, but only insofar as, and to the limited extent that, such TerminationEvent has arisen or has resulted from, or (as the case may be) will arise or will result from, theSpecified Breach (such Termination Event being herein called the **"Specified TerminationEvent"**).  

Anything in the foregoing provisions of this Section 2.2(a) express orimplied to the contrary notwithstanding, if the Milestone Condition Precedent is not satisfied bythe Borrower on or prior to the Milestone Deadline, then (A) the waivers of the Specified Breach andthe Specified Termination Event set forth in the preceding sentence of this paragraph (a)(collectively, the **"Waivers")** shall, for all purposes of this Agreement andthe Forbearance Agreement, be terminated and be of no further force or effect whatsoever from andafter the Milestone Deadline, and (B) the Specified Breach and the Specified Termination Event shallbe, and for all purposes be deemed to be, continuing from and after the Milestone Deadline.  If theBorrower shall satisfy the Milestone Condition Precedent at any time on or prior to the MilestoneDeadline, then the Waivers shall remain in full force and effect without any further action on thepart of any of the parties hereto.

(b)	**Limitations.  **The Waivers shall only be applicableand shall only be effective in the specific instances and for the specific purposes for which given.The Waivers are expressly limited to the facts and circumstances referred to in paragraph (a)of this Section 2.2 and shall not operate (i) as waivers of or consents to any breach by theBorrower of any other Sections or provisions of the Credit Agreement, the ForbearanceAgreement or any of the other Loan Documents, other than the Specified Breach, (ii) as waivers ofany rights, remedies, powers or privileges of the Lenders or the Agents under the Credit Agreement,the Forbearance Agreement or any of the other Loan Documents, except as and to the limited extentprovided by this Agreement, or (iii) as waivers of or consents to any Defaults or Events of Defaultunder the Credit Agreement or any of the other Loan Documents or any Termination Events under theForbearance Agreement, other than the Specified Termination Event.  

(c)	**No Amendments.**  Notwithstanding references(whether express or implied) in this Agreement (or in discussions and negotiations pertainingthereto) to the possible Sale of the Borrower or its Subsidiaries, the Borrower shall at all timesremain bound by the terms of the negative covenants contained in Section 8.2, Section8.5, Section 8.6, Section 8.7, Section 8.11 and other provisions of theCredit Agreement and the other Loan Documents which directly or indirectly prohibit such Sales orother corporate transactions.  **Nothing in this Agreement (or in any discussions and negotiationspertaining thereto) shall be construed as a consent or approval by the Lenders or the Agents for anySale or other transaction that is subject to the limitations and restrictions contained in suchSections or other provisions of the Credit Agreement or other Loan Documents.
SECTION 2.3.  Ratification of Obligations by the Borrower;etc.  All of the agreements and Obligations of the Borrower to the Lenders and theAgents under the Credit Agreement, the Notes, the Forbearance Agreement and the other Loan Documentsand in relation to the Collateral are, by the execution and delivery by the Borrower of thisAgreement, ratified, affirmed and confirmed by the Borrower in all respects.
**ARTICLE III.  CONDITIONS PRECEDENT
Each of the amendments and waivers set forth in Article II of thisAgreement shall become and be effective, in accordance with and subject to the express terms andconditions thereof, as of the Effective Date; provided, however, that each of thefollowing additional conditions precedent shall first be satisfied:
**SECTION 3.1.  Execution and Delivery of this Agreement; etc.The Administrative Agent shall have received (a) counterparts of this Agreement, duly executedand delivered by the Borrower and Majority Lenders, and (b) counterparts of the IDG ConsentAgreement, duly executed and delivered by the Parent Company.  The IDG Consent Agreement shall be inor substantially in the form of  the Exhibit attached hereto and shall be dated as of a datefalling on or prior to August 2, 2001. 
**SECTION 3.2.  Fees, Costs and Expenses.  The Borrowershall have paid in full (a) to the Administrative Agent, for the pro rata account of theLenders, not later than August 2, 2001, the Amendment Fees payable pursuant to Section 5.1(a)of this Agreement, and (b) to special counsel for the Administrative Agent, not later than August 2,2001, all of the fees and out-of-pocket costs and expenses of special counsel to the AdministrativeAgent incurred in connection with these matters from time to time from and after June 24, 2001through and including August 1, 2001 and for which invoices shall have been submitted by specialcounsel for the Administrative Agent to the Borrower on or prior to August 1, 2001.

 
**ARTICLE IV.  REPRESENTATIONS AND WARRANTIES**
The Borrower represents and warrants to the Lenders and the Agents on and asof the Effective Date, after giving effect to this Agreement, as follows:
**SECTION 4.1.  Corporate Authority; etc.  The executionand delivery by the Borrower of this Agreement, and the performance by the Borrower of itsagreements and obligations under this Agreement, have been duly and properly authorized by allnecessary corporate or other action on the part of the Borrower, and do not and will not conflictwith, result in any violation of, or constitute any default under, (a) any provision of anyGoverning Document of the Borrower, (b) any Contractual Obligation of the Borrower, or (c) anyApplicable Law.
**SECTION 4.2.  Validity; etc.  This Agreementhas been duly executed and delivered by the Borrower and constitutes the legal, valid and bindingObligation of the Borrower, enforceable against it in accordance with its terms, except assuch enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or othersimilar laws at the time in effect affecting the enforceability of the rights of creditors generallyand to general equitable principles.  The Borrower hereby ratifies and affirms in all respects allof its Obligations to the Lenders and the Agents under all of the Loan Documents to which theBorrower is a party, each as modified hereby.
**ARTICLE V.  COVENANTS OF BORROWER
The Borrower covenants and agrees with each of the Lenders and theAgents, such covenants to remain in full force and effect and binding upon the Borrower at all timesfrom and after the Effective Date and until all of the Obligations shall have been paid in full andin cash, as follows:
**SECTION 5.1.  Payments.  The Borrower hereby absolutelyand unconditionally promises to pay, punctually on the dates and at the times specified below, thefollowing fees, costs, expenses and other sums:

(a)	The Borrower shall pay to the Administrative Agent, for the prorata account of each of the Lenders not later than August 2, 2001, non-refundable amendment fees(collectively, the **"Amendment Fees"**) equal to 0.10% (i.e., 10 basis points) of the sumof the aggregate principal amount of all of the Loans outstanding on and as of the EffectiveDate.

(b)	The Borrower shall pay to special counsel for the Administrative Agent,not later than August 2, 2001, all of the fees and out-of-pocket costs and expenses of such specialcounsel referred to in Section 3.2(b) hereof.
**ARTICLE VI.  PROVISIONS OF GENERAL APPLICATION
SECTION 6.1.  No Other Changes.  Except as otherwiseexpressly provided by this Agreement, all of the terms, conditions and provisions of the CreditAgreement, the Forbearance Agreement and each of the other Loan Documents, and all of the rights andremedies of the Lenders and the Agents thereunder, shall remain unaltered.  
**SECTION 6.2.  Other Provisions. This Agreement and theIDG Consent Agreement are Loan Documents for all purposes of the Credit Agreement, the ForbearanceAgreement and each of the other Loan Documents.  This Agreement and the rights and obligationshereunder of each of the parties hereto shall in all respects be construed in accordance with andgoverned by the laws of The Commonwealth of Massachusetts.  This Agreement may be executed in anynumber of counterparts and by different parties hereto in separate counterparts, but all of suchcounterparts shall together constitute but one and the same agreement.  In making proof of thisAgreement, it shall not be necessary to produce or account for more than one counterpart hereofsigned by each of the parties hereto.
**SECTION 6.3.	Timely Satisfaction of Conditions Precedent.Except as and to the extent that Majority Lenders shall otherwise from time to time agree inwriting with the Borrower, this Agreement shall terminate, and shall have no force or effectwhatsoever, **unless all of the conditions precedent set forth in Article IIIhereof shall have been (a) satisfied in all material respects by the Borrower's close of business onAugust 2, 2001, or (b) expressly otherwise waived by Majority Lenders in writing.  The Obligationsof the Borrower under Section 5.1 hereof shall survive termination pursuant to the foregoingsentence of this Section 6.3, and, upon termination of this Agreement in accordance with theforegoing sentence of this Section 6.3, the Borrower shall be and remain obligated to makethe payments required by Section 5.1 hereof.**[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]**
 
**SECTION 6.4.	Time of Essence of this Agreement; etc.  Theparties hereto hereby acknowledge that time is of the essence of this Agreement.  This Agreementshall be null and void for all purposes unless the Administrative Agent shall receive from theBorrower, not later than August 2, 2001, ten (10) signed originals of this Agreement duly andproperly executed and delivered by the Borrower.
**SECTION**6.5.	Delivery by Telecopier.**  Delivery ofphotocopies of the signature pages to this Agreement by facsimile shall be effective as delivery ofmanually executed counterparts of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this **AMENDMENT ANDWAIVER AGREEMENT**to be executed and delivered by their respective authorized officers as of July30, 2001.
**The Borrower:

HUNGRY MINDS, INC.**
By:	

Name:  John M. Harris

Title:  Chief Financial Officer
**The Agents and the Lenders:

FLEET NATIONAL BANK, as the 

Administrative Agent, the Issuing Lender

and a Lender

By:	

Name:  Sanghamitra Dutt

Title:  Workout Officer
**WELLS FARGO BANK,****************************************************************************