Exhibit 10.5

HUNGRY MINDS

909 Third Avenue, 20th Floor

New York, NY 10022

Mr. John Kilcullen

Chairman & CEO

Hungry Minds, Inc.

909 Third Avenue, 20th Floor

New York, NY 10022

Re: HMI Executive Retention Plan

Dear John,

This letter Agreement between Hungry Minds, Inc. (HMI) and John Kilcullen (Executive) describesthe Executive Retention Program approved by the Compensation Committee of the Board of Directors.This plan is effective January 8, 2001 and concludes no later than June 30, 2001 subject to theprovisions outlined below.

	The purpose of this Executive Retention Program is to provide an added financial incentivefor key Executives to continue employment with HMI during a period of critical importance to thelong-term success of the enterprise and in light of the recently announced head count reductionprogram and reorganization of the company.  It is prudent to recognize the contribution, as well asthe operating importance of retaining key Executives in this situation.

	If you do not leave the employ of the company prior to the earlier of; the date of (i) thesuccessful conclusion of a transaction the result of which is that the Company ceases to be a publiccompany required to file reports with the Securities and Exchange Commission under Section 13(a) ofthe Securities Exchange Act or the sale or conveyance of all, or significant part or parts of theCompany to a new owner or owners, or (ii) June 30, 2001, you will receive a retention bonus of $150,000.00 in a single payment.  

If, however, after January 8, 2001 and before the earlier of the dates defined in the aboveparagraph, you resign for "good reason," as defined in your employment or compensationagreement dated July 1, 1998, a "change of control" event occurs, as defined in youremployment or compensation agreement dated July 1, 1998, you are terminated without cause, or yourdeath or incapacity, payment of your full retention bonus will be made concurrent with such event.

For the purposes of this agreement, "Cause" for termination is defined as:

- your conviction of, or entry of a  nolo contendere  or guilty plea to, a felony or anyother crime involving moral turpitude, by or before a court of competent jurisdiction;
- your commission of any act or acts of dishonesty or moral turpitude;
- your malfeasance, fraud or willful misconduct in connection with your employment;
- gross negligence by you in the performance of your duties or in the violation of the  policiesof the Company.
	Any payment you receive from this Retention Program is in addition to all other payments towhich you are entitled under any compensation, or bonus plan and under any other Company benefit orincentive plan existing at the time this plan commences or that is instituted prior to itsconclusion.
	Payment under this plan is subject to all regular and customary payroll taxes andwithholding.  At the election of the Executive, the Federal Tax withholding calculation used in thispayment may either be the current applicable "Flat Percent Rate" for bonus payments or theapplicable standard table withholding. 
	This agreement does not change or supercede any other employment or compensation agreement orarrangement with HMI but is in addition thereto.
 
Employee:					Hungry Minds:
 
 

/s/ John Kilcullen		3/22/01					/s/ Kelly Conlin		3/22/01
				     Date					       Date

							

HUNGRY MINDS

909 Third Avenue, 20th Floor

New York, NY 10022

Mr. Bill Barry

President & COO

Hungry Minds, Inc.

909 Third Avenue, 20th Floor

New York, NY 10022

Re: HMI Executive Retention Plan

Dear Bill,

This letter Agreement between Hungry Minds, Inc. (HMI) and Bill Barry (Executive) describes theExecutive Retention Program approved by the Compensation Committee of the Board of Directors.  Thisplan is effective January 8, 2001 and concludes no later than June 30, 2001 subject to theprovisions outlined below.

	The purpose of this Executive Retention Program is to provide an added financial incentivefor key Executives to continue employment with HMI during a period of critical importance to thelong-term success of the enterprise and in light of the recently announced head count reductionprogram and reorganization of the company.  It is prudent to recognize the contribution, as well asthe operating importance of retaining key Executives in this situation.

	If you do not leave the employ of the company prior to the earlier of; the date of (i) thesuccessful conclusion of a transaction the result of which is that the Company ceases to be a publiccompany required to file reports with the Securities and Exchange Commission under Section 13(a) ofthe Securities Exchange Act or the sale or conveyance of all, or significant part or parts of theCompany to a new owner or owners, or (ii) June 30, 2001, you will receive a retention bonus of $80,682.00 in a single payment.  

If, however, after January 8, 2001 and before the earlier of the dates defined in the aboveparagraph, you resign for "good reason," as defined in your employment or compensationagreement dated March 1, 2000, a "change of control" event occurs, as defined in youremployment or compensation agreement dated March 1, 2000, you are terminated without cause, or yourdeath or incapacity, payment of your full retention bonus will be made concurrent with such event.

For the purposes of this agreement, "Cause" for termination is defined as:
your conviction of, or entry of a 
nolo contendere
 or guilty plea to, a felony or anyother crime involving moral turpitude, by or before a court of competent jurisdiction;
your commission of any act or acts of dishonesty or moral turpitude;
your malfeasance, fraud or willful misconduct in connection with your employment;
gross negligence by you in the performance of your duties or in the violation of the  policiesof the Company.

	Any payment you receive from this Retention Program is in addition to all other payments towhich you are entitled under any compensation, or bonus plan and under any other Company benefit orincentive plan existing at the time this plan commences or that is instituted prior to itsconclusion.

	Payment under this plan is subject to all regular and customary payroll taxes andwithholding.  At the election of the Executive, the Federal Tax withholding calculation used in thispayment may either be the current applicable "Flat Percent Rate" for bonus payments or theapplicable standard table withholding. 

	This agreement does not change or supercede any other employment or compensation agreement orarrangement with HMI but is in addition thereto.

 

Employee:					Hungry Minds:

 

 

/s/ William Barry		4/10/01	/s/ John J. Kilcullen		3/22/01
				     Date					       Date

							

HUNGRY MINDS

909 Third Avenue, 20th Floor

New York, NY 10022

Mr. John Harris

Senior Vice President & CFO

Hungry Minds, Inc.

909 Third Avenue, 20th Floor

New York, NY 10022

Re: HMI Executive Retention Plan

Dear John,

This letter Agreement between Hungry Minds, Inc. (HMI) and John Harris (Executive) describes theExecutive Retention Program approved by the Compensation Committee of the Board of Directors.  Thisplan is effective January 8, 2001 and concludes no later than June 30, 2001 subject to theprovisions outlined below.

	The purpose of this Executive Retention Program is to provide an added financial incentivefor key Executives to continue employment with HMI during a period of critical importance to thelong-term success of the enterprise and in light of the recently announced head count reductionprogram and reorganization of the company.  It is prudent to recognize the contribution, as well asthe operating importance of retaining key Executives in this situation.

	If you do not leave the employ of the company prior to the earlier of; the date of (i) thesuccessful conclusion of a transaction the result of which is that the Company ceases to be a publiccompany required to file reports with the Securities and Exchange Commission under Section 13(a) ofthe Securities Exchange Act or the sale or conveyance of all, or significant part or parts of theCompany to a new owner or owners, or (ii) June 30, 2001, you will receive a retention bonus of $58,007.00 in a single payment.  

If, however, after January 8, 2001 and before the earlier of the dates defined in the aboveparagraph, you resign for "good reason," as defined in your employment or compensationagreement dated May 1, 2000, a "change of control" event occurs, as defined in youremployment or compensation agreement dated May 1, 2000, you are terminated without cause, or yourdeath or incapacity, payment of your full retention bonus will be made concurrent with such event.

For the purposes of this agreement, "Cause" for termination is defined as:
your conviction of, or entry of a 
nolo contendere
 or guilty plea to, a felony or anyother crime involving moral turpitude, by or before a court of competent jurisdiction;
your commission of any act or acts of dishonesty or moral turpitude;
your malfeasance, fraud or willful misconduct in connection with your employment;
gross negligence by you in the performance of your duties or in the violation of the  policiesof the Company.

	Any payment you receive from this Retention Program is in addition to all other payments towhich you are entitled under any compensation, or bonus plan and under any other Company benefit orincentive plan existing at the time this plan commences or that is instituted prior to itsconclusion.

	Payment under this plan is subject to all regular and customary payroll taxes andwithholding.  At the election of the Executive, the Federal Tax withholding calculation used in thispayment may either be the current applicable "Flat Percent Rate" for bonus payments or theapplicable standard table withholding. 

	This agreement does not change or supercede any other employment or compensation agreement orarrangement with HMI but is in addition thereto.

 

Employee:					Hungry Minds:

 

 

/s/ John Harris			3/22/01	/s/ William Barry		3/22/01
				     Date					       Date

							

HUNGRY MINDS

909 Third Avenue, 20th Floor

New York, NY 10022

Mr. John Ball

Executive Vice President & Secretary

Hungry Minds, Inc.

909 Third Avenue, 20th Floor

New York, NY 10022

Re: HMI Executive Retention Plan

Dear John,

This letter Agreement between Hungry Minds, Inc. (HMI) and John Ball (Executive) describes theExecutive Retention Program approved by the Compensation Committee of the Board of Directors.  Thisplan is effective January 8, 2001 and concludes no later than June 30, 2001 subject to theprovisions outlined below.

	The purpose of this Executive Retention Program is to provide an added financial incentivefor key Executives to continue employment with HMI during a period of critical importance to thelong-term success of the enterprise and in light of the recently announced head count reductionprogram and reorganization of the company.  It is prudent to recognize the contribution, as well asthe operating importance of retaining key Executives in this situation.

	If you do not leave the employ of the company prior to the earlier of; the date of (i) thesuccessful conclusion of a transaction the result of which is that the Company ceases to be a publiccompany required to file reports with the Securities and Exchange Commission under Section 13(a) ofthe Securities Exchange Act or the sale or conveyance of all, or significant part or parts of theCompany to a new owner or owners, or (ii) June 30, 2001, you will receive a retention bonus of $139,743.00 in a single payment.  

If, however, after January 8, 2001 and before the earlier of the dates defined in the aboveparagraph, you resign for "good reason," as defined in your employment or compensationagreement dated July 1, 1998, a "change of control" event occurs, as defined in youremployment or compensation agreement dated July 1, 1998, you are terminated without cause, or yourdeath or incapacity, payment of your full retention bonus will be made concurrent with such event.

For the purposes of this agreement, "Cause" for termination is defined as:
your conviction of, or entry of a 
nolo contendere
 or guilty plea to, a felony or anyother crime involving moral turpitude, by or before a court of competent jurisdiction;
your commission of any act or acts of dishonesty or moral turpitude;
your malfeasance, fraud or willful misconduct in connection with your employment;
gross negligence by you in the performance of your duties or in the violation of the  policiesof the Company.

	Any payment you receive from this Retention Program is in addition to all other payments towhich you are entitled under any compensation, or bonus plan and under any other Company benefit orincentive plan existing at the time this plan commences or that is instituted prior to itsconclusion.

	Payment under this plan is subject to all regular and customary payroll taxes andwithholding.  At the election of the Executive, the Federal Tax withholding calculation used in thispayment may either be the current applicable "Flat Percent Rate" for bonus payments or theapplicable standard table withholding. 

	This agreement does not change or supercede any other employment or compensation agreement orarrangement with HMI but is in addition thereto.

 

Employee:					Hungry Minds:

 

 

/s/ John Ball			3/22/01	/s/ William Barry		3/22/01
				     Date					       Date