Exhibit 10.4

CONSULTING AGREEMENT

AGREEMENT made as of the 1st day of July, 2001, by and between HUNGRY MINDS, INC., a Delawarecorporation (ACompany@), and JOHN BALL (AExecutive@).

WHEREAS, Executive is presently employed as an executive officer of Company, pursuant to acompensation agreement dated as of July 1, 1998, as amended (the AEmployment Agreement@); and

WHEREAS, Company desires to retain Executive=s consulting and advisory services following the expiration of Executive=s employment relationship with Company, and Executivedesires to make such services available to Company.

NOW, THEREFORE, the parties agree as follows:

Retention of Consulting Services
.  Subject to the provisions of this Agreement, Companywill be entitled to retain the consulting and advisory services of Executive and Executive willprovide such services to Company as an independent contractor for a period of twelve monthsbeginning on the date of the termination of Executive
=
s employment relationship with Company for any reason other than (a) Executive
=
s death, (b) termination by Company for 
A
Cause
@
 (within the meaning of Section 6.4 of the Employment Agreement) before the expirationof the Employment Agreement, or (c) voluntary termination of employment by Executive without 
A
Good Reason
@
 (within the meaning of Section 6.5 of the EmploymentAgreement) before the expiration of the term of the Employment Agreement (unless, as a result ofsuch voluntary termination of employment, Executive is entitled to receive severance paymentspursuant to Section 7 of the Employment Agreement).
Duties and Responsibilities
.  During the term of this Agreement, Executive will provideconsulting services to Company of such substance and at such mutually convenient times as Company(acting through a single designated senior executive officer) may reasonably request, at locationswithin the United States convenient to Executive and consistent with the reasonable needs ofCompany, taking into account the non-full time nature of this position, as well as Executive
=
s other business and personal commitments(including, without limitation, other employment), activities and general convenience.  Company willprovide Executive with reasonable notice of the dates, times and places of any consultationrequested hereunder and, to the extent it is reasonably feasible, Executive will be entitled toprovide the services required of him hereunder by telephone or other means of electronic or wirelesscommunication. The amount of time Executive will be required to devote to his consulting serviceshereunder will not be more than twenty-four days per year or two days per month.
Compensation
.  Company will pay $295,000 to Executive for the 
services to be provided under this Agreement.  Such payment will be made withinfive days from the beginning of the consulting period described in numbered paragraph 1 hereof.Such payment will not be subject to income and employment tax withholding but will be subject torepayment by Executive in accordance with numbered paragraph 4 of this Agreement.  In addition tothe payment of such compensation, Company will reimburse Executive for any out-of-pocket expensesand costs reasonably incurred by him in connection with the performance of his services under thisAgreement.
Repayment Obligation
.  If, during the period Executive is required to provide consultingservices under this Agreement, Executive engages in conduct which is a material breach of hisconfidentiality and other restrictive covenants set forth in Section 10 of the Employment Agreementor engages in competitive activities, and in either event, if such conduct or activities causes oris reasonably likely to cause material financial damage to Company, then Company may terminate thisAgreement and recover from Executive a portion of the consulting fee paid to Executive pursuant tonumbered paragraph 3.  Such portion will be a fraction, the numerator of which is the number of fullmonths remaining in the consulting period at the time the breach is discovered and the denominatorof which is twelve.
Miscellaneous
.  This Agreement will be binding upon and inure to the benefit of thesuccessors and assigns of Company, including, without limitation, any successor to the business ofthe Company.  This Agreement is separate and apart from and shall not affect the rights andobligations of the parties under the Employment Agreement.  This Agreement shall be subject to andgoverned by the laws of the State of New York without reference to principles of conflict oflaws.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 1st day ofJuly, 2001. 

HUNGRY MINDS, INC.

 

							By: /s/ William Barry