Exhibit 10.3

Amendment No. 1 to Employment agreement

This Amendment No. 1 to Employment Agreement (the "Amendment") by
and between John Kilcullen (the "Executive") and Hungry Minds, Inc. ("Hungry
Minds"), a Delaware corporation formerly known as IDG Books Worldwide, Inc., is made as of May
2001 and amends the Employment Agreement, dated as of July 1, 1998, by and between the Executive
and Hungry Minds (the "Employment Agreement").  All capitalized terms used herein and not
defined shall have the meanings ascribed to such terms in the Employment Agreement.

WHEREAS, the Executive and Hungry Minds desire to amend certain terms of the
Employment Agreement.

NOW, THEREFORE, in consideration of the mutual premises set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Executive and Hungry Minds agree as follows:

1.  Definitions.  All references in the Employment Agreement to
"IDG Books" shall be deemed references to Hungry Minds.

2.  Stock Options.  Section 3.3 of the Employment Agreement is hereby
deleted in its entirety and replaced with the following:

"3.3	Stock Options.  Executive was previously granted a stock option
for 250,000 shares (the "Option") under the IDG Books Stock Option Plan (the "Stock
Option Plan").  The Option shall become vested to the extent of 25% on the first anniversary of
the Commencement Date and 2.08% monthly for thirty-six months thereafter (the "Option Exercise
Period") on the last day of each month during which Executive remains employed with IDG Books.
Except as used in the immediately preceding sentence, the term "Option" as used in this
Agreement shall refer to all options granted to the Executive by Hungry Minds, whether on, before or
after the date hereof."

3.  Failure to Renew Agreement.  A new Section 6.7 is hereby added to
the Employment Agreement, reading as follows:

"6.7	Failure to Renew Agreement.

If upon expiration of the Employment Period Hungry Minds does not renew
this Agreement and if a Change of Control occurs before the end of the Employment Period, then
Section 7 will remain in full force and effect with respect to any termination of the Executive's
employment with Hungry Minds during the 12-month period beginning on the date of the Change of
Control.



4.  Change of Control Benefits.  (a)  The first paragraph of Section 7
of the Employment Agreement is hereby deleted in its entirety and replaced with the
following:

"Should there occur a Change of Control (as defined below),  then the
following provisions shall become applicable in lieu of any provisions of Section 6 that would
otherwise apply:"

(b)  Section 7(A) of the Employment Agreement is hereby deleted in its
entirety and replaced with the following:

"(A) 	During the period following a Change of Control that Executive
continues to remain employed by Hungry Minds, the terms and provisions of this Agreement shall
continue in full force and effect and all of Executive's unvested stock options shall continue to
vest; provided, however, that in the event that Executive's stock options are not replaced or
substituted in connection with such Change of Control with options or similar rights of the
acquiring entity, then all of the unvested options held by Executive on the date of such Change of
Control shall immediately vest and become exercisable in full and shall remain exercisable for a
period of 180 days following such Change of Control; and"

(c)  The first paragraph of Section 7(B) of the Employment Agreement is
hereby deleted in its entirety and replaced with the following:

"(B) 	Notwithstanding anything in this Agreement to the contrary, in
the event (i) Hungry Minds terminates the Executive's employment other than for Cause within twelve
(12) months after a Change of Control, (ii) the Executive voluntarily terminates his employment for
Good Reason (other than as described in Section 6.5(C)) within ninety (90) days after a Change of
Control or (iii) Executive voluntarily terminates his employment for any reason whatsoever,
including death or disability, after ninety (90) days but before twelve (12) months following a
Change of Control:"

(d)  Section 7(B)(ii) of the Employment Agreement is hereby deleted in its
entirety and replaced with the following:

"(ii) 	All of the unvested options held by Executive on the date of
any such termination shall immediately vest and become exercisable in full and shall remain
exercisable for a period of 180 days following termination of employment."

The remainder of Section 7(B) shall continue in full force and effect.

(e)	The second full paragraph on page 6 of the Employment Agreement (in
Section 7 thereof) is hereby amended by changing the reference to "Section 6 of this
Agreement" in the second line thereof to "Section 6 or 7 of this Agreement."

5.  Effect of Amendment.  Except as expressly set forth herein, all
terms of the Employment Agreement shall be and remain in full force and effect, and shall constitute
the legal, valid, binding and enforceable obligations of each of the Executive and Hungry Minds.

6.  Single Document.  The Employment Agreement and this Amendment
shall be read together as one document, and all references in the Employment Agreement (including
any schedules or exhibits thereto) to "this Agreement" shall be deemed references to the
Employment Agreement, as amended hereby.

7.  Counterparts.  This Amendment may be executed in counterparts,
each of which shall be deemed an original and all of which shall constitute one and the same
Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year
first above written.





/s/ John Kilcullen_______________

John Kilcullen



HUNGRY MINDS, INC.



By: /s/ Kelly Conlin____________

Name : Kelly Conlin

Title:  Director

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Amendment No. 1 to Employment agreement

This Amendment No. 1 to Employment Agreement (the "Amendment") by
and between Bill Barry (the "Executive") and Hungry Minds, Inc. ("Hungry
Minds"), a Delaware corporation formerly known as IDG Books Worldwide, Inc., is made as of
April 2001 and amends the Employment Agreement, dated as of March 1, 2000, by and between the
Executive and Hungry Minds (the "Employment Agreement").  All capitalized terms used
herein and not defined shall have the meanings ascribed to such terms in the Employment
Agreement.

WHEREAS, the Executive and Hungry Minds desire to amend certain terms of the
Employment Agreement.

NOW, THEREFORE, in consideration of the mutual premises set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Executive and Hungry Minds agree as follows:

1.  Definitions.  All references in the Employment Agreement to
"IDG Books" shall be deemed references to Hungry Minds.

2.  Change of Control Benefits.  (a)  The first paragraph of Section 7
is hereby deleted in its entirety and replaced with the following:

"Should there occur a Change of Control (as defined below),  then the
following provisions shall become applicable in lieu of any provisions of Section 6 that would
otherwise apply:"

(b)  Section 7(A) of the Employment Agreement is hereby deleted in its
entirety and replaced with the following:

"(A) 	During the period following a Change of Control that Executive
continues to remain employed by Hungry Minds, the terms and provisions of this Agreement shall
continue in full force and effect and all of Executive's unvested stock options shall continue to
vest; provided, however, that in the event that Executive's stock options are not replaced or
substituted in connection with such Change of Control with options or similar rights of the
acquiring entity, then all of the unvested options held by Executive on the date of such Change of
Control shall immediately vest and become exercisable in full and shall remain exercisable for a
period of 180 days following the later of the date of such Change of Control or the date on which
the Executive's employment terminates; and"

(c)  The first paragraph of Section 7(B) of the Employment Agreement is
hereby deleted in its entirety and replaced with the following:

"(B) 	Notwithstanding anything in this Employment Agreement to the
contrary, in the event (i) Hungry Minds terminates the Executive's employment other than for Cause
within twelve (12) months after a Change of Control, (ii) the Executive voluntarily terminates his
employment for Good Reason (other than as described in Section 6.5(D)) within ninety (90) days after
a Change of Control or (iii) Executive dies or voluntarily terminates his employment for any reason
whatsoever, after ninety (90) days but before twelve (12) months following a Change of
Control:"

(d)  Section 7(B)(ii) of the Employment Agreement is hereby deleted in its
entirety and replaced with the following:

"(ii) 	All of the unvested options held by Executive on the date of
any such termination shall immediately vest and become exercisable in full and shall remain
exercisable for a period of 180 days following termination of employment."

The remainder of Section 7(B) shall continue in full force and effect.

(e)	The third full paragraph on page 5 of the Employment Agreement (in
Section 7 thereof) is hereby amended by changing the reference to "Section 6 of this
Agreement" in the first and second lines thereof to "Section 6 or 7 of this
Agreement."

3.  Effect of Amendment.  Except as expressly set forth herein, all
terms of the Employment Agreement shall be and remain in full force and effect, and shall constitute
the legal, valid, binding and enforceable obligations of each of the Executive and Hungry Minds.

4.  Single Document.  The Employment Agreement and this Amendment
shall be read together as one document, and all references in the Employment Agreement (including
any schedules or exhibits thereto) to "this Agreement" shall be deemed references to the
Employment Agreement, as amended hereby.

5.  Counterparts.  This Amendment may be executed in counterparts,
each of which shall be deemed an original and all of which shall constitute one and the same
Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year
first above written.



/s/ William Barry

Bill Barry



HUNGRY MINDS, INC.



By:  /s/ John J. Kilcullen

Name : John J. Kilcullen

Title:	Chairman/CEO

---

Amendment No. 1 to Employment agreement

This Amendment No. 1 to Employment Agreement (the "Amendment") by
and between JOHN HARRIS (the "Executive") and HUNGRY MINDS, INC. ("Hungry
Minds"), a Delaware corporation formerly known as IDG Books Worldwide, Inc., is made as of
April 2001 and amends the Employment Agreement, dated as of May 1, 2000, by and between the
Executive and Hungry Minds (the "Employment Agreement").  All capitalized terms used
herein and not defined shall have the meanings ascribed to such terms in the Employment
Agreement.

WHEREAS, the Executive and Hungry Minds desire to amend certain terms of the
Employment Agreement.

NOW, THEREFORE, in consideration of the mutual premises set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Executive and Hungry Minds agree as follows:

1.  Definitions.  (a)  All references in the Employment Agreement to
"IDG Books" shall be deemed references to Hungry Minds.

(b)  Sections 6.5 (D) and (E) of the Employment Agreement shall be
redesignated as Sections 6.5 (C) and (D), respectively.

2.  Failure to Renew Agreement.  A new Section 6.6 is hereby added to
the Employment Agreement, reading as follows:

"6.6	Failure to Renew Agreement.  If upon expiration of the
Employment Period Hungry Minds does not renew this Agreement and if a Change of Control occurs
before the end of the Employment Period, then Section 7 will remain in full force and effect with
respect to any termination of the Executive's employment with Hungry Minds during the 12-month
period beginning on the date of the Change of Control.  If a Change of Control occurs before the end
of the Employment Period and if Hungry Minds elects to discontinue Executive's employment upon the
expiration of the Employment Period, then, unless at that time there are circumstances justifying a
termination of Executive's employment for Cause, the Executive will be deemed to have been
terminated without Cause for the purposes of applying Section 7.

3.  Change of Control Benefits.  (a)  The first paragraph of Section 7
is hereby deleted in its entirety and replaced with the following:

"Should there occur a Change of Control (as defined below),  then the
following provisions shall become applicable in lieu of any provisions of Section 6 that would
otherwise apply:"

(b)  Section 7(A) of the Employment Agreement is hereby deleted in its
entirety and replaced with the following:

"(A) 	During the period following a Change of Control that Executive
continues to remain employed by Hungry Minds, the terms and provisions of this Agreement shall
continue in full force and effect and all of Executive's unvested stock options shall continue to
vest; provided, however, that in the event that Executive's stock options are not replaced or
substituted in connection with such Change of Control with options or similar rights of the
acquiring entity, then all of the unvested options held by Executive on the date of such Change of
Control shall immediately vest and become exercisable in full and shall remain exercisable for a
period of 180 days following the later of the date of such Change of Control or the date on which
the Executive's employment terminates; and"

(c)  The first paragraph of Section 7 (B) of the Employment Agreement is
hereby deleted in its entirety and replaced with the following:

"(B) 	Notwithstanding anything in this Employment Agreement to the
contrary, in the event (i) Hungry Minds terminates the Executive's employment other than for Cause
within twelve (12) months after a Change of Control, (ii) the Executive voluntarily terminates his
employment for Good Reason (other than as described in Section 6.5(C)) within ninety (90) days after
a Change of Control or (iii) Executive dies or voluntarily terminates his employment for any or no
reason whatsoever, after ninety (90) days but before twelve (12) months following a Change of
Control:"

(d)  Section 7(B)(ii) of the Employment Agreement is hereby deleted in its
entiretyand replaced with the following:

"(ii) 	All of the unvested options held by Executive on the date of
any such termination shall immediately vest and become exercisable in full and shall remain
exercisable for a period of 180 days following termination of employment."

The remainder of Section 7(B) shall continue in full force and effect.

(e)	The second full paragraph on page 5 of the Employment Agreement (in
Section 7 thereof) is hereby amended by changing the reference to "Section 6 of this
Agreement" in the first and second lines thereof to "Section 6 or 7 of this
Agreement."

4.  Effect of Amendment.  Except as expressly set forth herein, all
terms of the Employment Agreement shall be and remain in full force and effect, and shall constitute
the legal, valid, binding and enforceable obligations of each of the Executive and Hungry Minds.

5.  Single Document.  The Employment Agreement and this Amendment
shall be read together as one document, and all references in the Employment Agreement (including
any schedules or exhibits thereto) to "this Agreement" shall be deemed references to the
Employment Agreement, as amended hereby.

6.  Counterparts.  This Amendment may be executed in counterparts,
each of which shall be deemed an original and all of which shall constitute one and the same
Amendment.



IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year
first above written.



/s/ John Harris

John Harris



HUNGRY MINDS, INC.



By:  /s/ William Barry

Name : William Barry

Title:	President * C.O.O.

---

Amendment No. 1 to compensation agreement

This Amendment No. 1 to Compensation Agreement (the "Amendment") by
and between John Ball (the "Executive") and Hungry Minds, Inc. ("Hungry Minds"),
a Delaware corporation formerly known as IDG Books Worldwide, Inc., is made as of April 2001 and
amends the Compensation Agreement, dated as of July 1, 1998, by and between the Executive and Hungry
Minds, as amended by the Addendum to Compensation Agreement, effective March 31, 2000 (as so
amended, the "Compensation Agreement").  All capitalized terms used herein and not defined
shall have the meanings ascribed to such terms in the Compensation Agreement.

WHEREAS, the Executive and Hungry Minds desire to amend certain terms of the
Compensation Agreement.

NOW, THEREFORE, in consideration of the mutual premises set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Executive and Hungry Minds agree as follows:

1.  Definitions.  All references in the Compensation Agreement to
"IDG Books" shall be deemed references to Hungry Minds.

2.  Stock Options.  Section 3.3 of the Compensation Agreement is
hereby deleted in its entirety and replaced with the following:

"3.3	Stock Options.  Executive was previously granted a stock option
for 100,000 shares (the "Option") under the IDG Books Stock Option Plan (the "Stock
Option Plan").  The Option shall become vested to the extent of 25% on the first anniversary of
the Commencement Date and 2.08% monthly for thirty-six months thereafter (the "Option Exercise
Period") on the last day of each month during which Executive remains employed with Hungry
Minds.  Except as used in the immediately preceding sentence, the term "Option" as used in
this Agreement shall refer to all options granted to the Executive by Hungry Minds, whether on,
before or after the date hereof."

3.  Termination Without Cause.  The first sentence of Section 6.3 of
the Compensation Agreement is hereby amended by inserting the words "or upon the Executive's
voluntary termination of his employment for Good Reason (as defined below)" after the words
"Cause (as defined below)" and before the words "(i) all amounts of" in the
second line thereof.

4.  Failure to Renew Agreement.  A new Section 6.6 is hereby added to
the Compensation Agreement, reading as follows:

"6.6	Failure to Renew Agreement.  If upon expiration of the
Employment Period Hungry Minds does not renew this Compensation Agreement and if a Change of Control
occurs before the end of the Employment Period, then Section 7 will remain in full force and effect
with respect to any termination of the Executive's employment with Hungry Minds during the 12-month
period beginning on the date of the Change of Control.  If a Change of Control occurs before the end
of the Employment Period and if Hungry Minds elects to discontinue Executive's employment upon the
expiration of the Employment Period, then, unless at that time there are circumstances justifying a
termination of Executive's employment for Cause, the Executive will be deemed to have been
terminated without Cause for the purposes of applying Section 7."

5.  Change of Control Benefits. (a)  The first paragraph of Section 7
is hereby deleted in its entirety and replaced with the following:

"Should there occur a Change of Control (as defined below),  then the
following provisions shall become applicable in lieu of any provisions of Section 6 that would
otherwise apply:"

(b)  Section 7(A) of the Compensation Agreement is hereby deleted in its
entirety and replaced with the following:

"(A) 	During the period following a Change of Control that Executive
continues to remain employed by Hungry Minds, the terms and provisions of this Agreement shall
continue in full force and effect and all of Executive's unvested stock options shall continue to
vest; provided, however, that in the event that Executive's stock options are not replaced or
substituted in connection with such Change of Control with options or similar rights of the
acquiring entity, then all of the unvested options held by Executive on the date of such Change of
Control shall immediately vest and become exercisable in full and shall remain exercisable for a
period of 180 days following the later of the date of such Change of Control or the date on which
the Executive's employment terminates; and"

(c)  The first paragraph of Section 7(B) of the Compensation Agreement is
hereby deleted in its entirety and replaced with the following:

"(B) 	Notwithstanding anything in this Compensation Agreement to the
contrary, in the event (i) Hungry Minds terminates the Executive's employment other than for Cause
within twelve (12) months after a Change of Control, (ii) the Executive voluntarily terminates his
employment for Good Reason (other than as described in Section 6.5(C)) within ninety (90) days after
a Change of Control or (iii) Executive dies or voluntarily terminates his employment for any reason
whatsoever, after ninety (90) days but before twelve (12) months following a Change of
Control:"

(d)  Section 7(B)(ii) of the Compensation Agreement is hereby deleted in its
entirety and replaced with the following:

"(ii) 	All of the unvested options held by Executive on the date of
any such termination shall immediately vest and become exercisable in full and shall remain
exercisable for a period of 180 days following termination of employment."

The remainder of Section 7(B) shall continue in full force and effect.

(e)	The first full paragraph on page 5 of the Compensation Agreement (in
Section 7 thereof) is hereby amended by changing the reference to "Section 6 of this
Agreement" in the second line thereof to "Section 6 or 7 of this Agreement."

6.  Effect of Amendment.  Except as expressly set forth herein, all
terms of the Compensation Agreement shall be and remain in full force and effect, and shall
constitute the legal, valid, binding and enforceable obligations of each of the Executive and Hungry
Minds.

7.  Single Document.  The Compensation Agreement and this Amendment
shall be read together as one document, and all references in the Compensation Agreement (including
any schedules or exhibits thereto) to "this Agreement" shall be deemed references to the
Compensation Agreement, as amended hereby.

8.  Counterparts.  This Amendment may be executed in counterparts,
each of which shall be deemed an original and all of which shall constitute one and the same
Amendment.



IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year
first above written.





/s/ John Ball

John Ball



HUNGRY MINDS, INC.



By:  /s/ William Barry

Name : William Barry

Title:	President * C.O.O.

---

AMENDMENT NO. 2 TO COMPENSATION AGREEMENT

This Amendment No. 2 to the Compensation Agreement (the "Amendment") by and
between JOHN BALL (the "Executive"), and HUNGRY MINDS, INC. ("Hungry Minds"), a
Delaware corporation formerly known as IDG Books Worldwide, Inc., is made as of May 1, 2001 and
amends the Compensation Agreement, dated as of July 1, 1998, by and between the Executive and Hungry
Minds, as amended (as so amended, the "Compensation Agreement").  All capitalized terms
used herein and not defined shall have the meanings ascribed to such terms in the Compensation
Agreement.

WHEREAS, the Executive and Hungry Minds desire to further amend certain terms of the
Compensation Agreement.

NOW, THEREFORE, in consideration of the mutual premises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive
and Hungry Minds agree as follows:

1.	Change in Control Benefits. (a)  Section 7(B) of the Compensation Agreement is
hereby amended by the addition of a new subparagraph (iii) thereto immediately following
subparagraph (ii) thereof to read as follows:

"(iii)  Notwithstanding Section 7(B)(i) above, if a Change in Control occurs and
severance becomes payable pursuant to Section 7(B)(i) above, then the amount payable pursuant to
Section 7(B)(i) above will be limited to (a) 2.99 times the Executive's `base amount' (as such term
is defined in Section 280G(b)(3)(A) of the Internal Revenue Code of 1986, as amended the `Code' and
the proposed regulations thereunder), minus (b) $35,000."

(b)	The first full paragraph on page 5 of the Compensation Agreement (in Section 7
thereof) including subsections (a) and (b) thereof is hereby deleted in its entirety.

2.	 Effect of Amendment.  Except as expressly set forth herein, all terms of the
Compensation Agreement shall be and remain in full force and effect, and shall constitute legal,
valid, binding and enforceable obligations of each of the Executive and Hungry Minds.

3.	Single Document.  The Compensation Agreement and this Amendment shall be read
together as one document, and all references in the Compensation Agreement (including any schedules,
exhibits or prior amendments thereto) to "this Agreement" shall be deemed references to
the Compensation Agreement, as amended hereby.

4	Counterparts.  This Amendment may be executed in counterparts, each of which
shall be deemed an original and all of which shall constitute one and the same Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year
first above written.

/s/ John Ball______________________
							John Ball



HUNGRY MINDS, INC.

By: /s/ William Barry_______
							       Name:
							       Title

---

Hungry Minds, Inc.
909 Third Avenue, 20th Floor
New York, New York 10022





Mr. John Ball
Executive Vice President & Secretary
Hungry Minds, Inc.
909 Third Avenue, 20th Floor
New York, New York 10022

Re:	2001 Fiscal Year Bonus

Dear John:

This is to confirm that, notwithstanding any other prior understandings or agreements between
you and the Company, your bonus for the 2001 fiscal year, in the aggregate amount of $275,000
(subject to regular and customary payroll taxes and withholding), will be paid to you on September
30, 2003, provided that, if there is a "Change of Control" (as defined in your
Compensation Agreement with the Company dated as of July 1, 1998, as amended) prior to such date,
said amount will be paid to you in a cash lump sum immediately prior to or upon the consummation of
such Change in Control.

Employee:						Hungry Minds, Inc.:

/s/ John Ball	8/10/01						/s/ William
Barry	8/10/01
		Date							Date