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                                                                     Exhibit 4.2
                              As of April 14, 2000

Sharon and Louis DiMinico
76 Farmers Row
Groton, MA  01450

Sharon DiMinico, President
The Learning Express, Inc.
29 Buena Vista Street
Ayer, MA  01432

Sharon DiMinico, Manager
Louis DiMinico, Manager
Toy Building, LLC
29 Buena Vista Street
Ayer, MA  01432

Dear Sharon and Lou:

         Reference is made to (1) that certain Guaranty (Unlimited) dated
December 29, 1999 executed by Sharon DiMinico (the "Sharon DiMinico Guarantee");
(2) that certain Guaranty (Unlimited) dated December 29, 1999 executed by Louis
DiMinico (the "Louis DiMinico Guarantee"); (3) that certain Guaranty (Unlimited)
dated December 29, 1999 executed by The Learning Express, Inc. (the "Learning
Express Guarantee"); and (4) that certain Guaranty (Unlimited) dated December
29, 1999 executed by Toy Building, LLC (the "Toy Building Guarantee") (the
Sharon DiMinico Guarantee, the Louis DiMinico Guarantee, the Learning Express
Guarantee and the Toy Building Guarantee together, the "Guarantees", and Sharon
DiMinico, Louis DiMinico, The Learning Express, Inc. and Toy Building, LLC
individually, a "Guarantor" and collectively, the "Guarantors"). Pursuant to the
Guarantees, the Guarantors have each agreed to guarantee the Obligations (as
defined in the Guarantees) of LearningExpress.com LLC, a subsidiary of
LearningExpress.com Holdings LLC (the "Company"), in connection with that
certain Loan Agreement dated December 29, 1999, by and between
LearningExpress.com LLC and USTrust n/k/a Citizens Bank (the "Bank").

         In consideration of the Guarantors' agreeing to guarantee the
Obligations of LearningExpress.com LLC to the Bank, the Company agrees to the
following:

1. If Sharon DiMinico makes payments to the Bank in satisfaction of her
obligations under the Sharon DiMinico Guarantee, the Company will issue to Ms.
DiMinico one Series A Convertible Preferred Share of the Company for each $1.75
she so pays to the Bank.

2. If Louis DiMinico makes payments to the Bank in satisfaction of his
obligations under the Louis DiMinico Guarantee, the Company will issue to


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Mr. DiMinico one Series A Convertible Preferred Share of the Company for each
$1.75 he so pays to the Bank.

3. If The Learning Express, Inc. makes payments to the Bank in satisfaction of
its obligations under the Learning Express Guarantee, the Company will issue to
The Learning Express, Inc. one Series A Convertible Preferred Share of the
Company for each $1.75 it so pays to the Bank.

4. If Toy Building, LLC makes payments to the Bank in satisfaction of its
obligations under the Toy Building Guarantee, the Company will issue to Toy
Building, LLC one Series A Convertible Preferred Share of the Company for each
$1.75 it so pays to the Bank.

         By countersigning this letter agreement below, each Guarantor agrees
that:

         -        prior to the issuance of any Series A Convertible Preferred
                  Shares (the "Shares") to a Guarantor, the Guarantor will
                  execute and enter into the then current Operating Agreement of
                  the Company and be bound thereby as a member of the Company;

         -        the Guarantor acquiring the Shares will be acquiring such
                  Shares for its own account for investment purposes, the
                  Guarantor has no intention of offering, distributing or
                  otherwise disposing of the Shares, and the Guarantor will not
                  dispose of any Shares unless a registration statement under
                  the Securities Act of 1933 is then in effect with respect to
                  the Shares or, in the opinion of counsel for the Company, the
                  Shares are exempt from the registration requirements of the
                  Securities Act of 1933; and

         -        the Guarantor will not, for a period of at least 180 days
                  following the effective date of any "Initial Public Offering"
                  by the Company (or its successor-in-interest) or by
                  LearningExpress.com LLC (or its successor-in-interest),
                  directly or indirectly, sell, offer to sell or otherwise
                  dispose of the Shares or any shares of LearningExpress.com LLC
                  (or its successor-in-interest) received in exchange for the
                  Shares, other than any securities which are included in such
                  Initial Public Offering; provided, however, that the Company
                  shall be under no obligation to include such shares or any
                  portion thereof in any Initial Public Offering. For purposes
                  of this letter agreement, an "Initial Public Offering" shall
                  mean the Company's (or its successor-in-interest's) or
                  LearningExpress.com LLC's (or its successor-in-interest's)
                  initial distribution of securities in an underwritten public
                  offering to the general public pursuant to a registration
                  statement filed with the Securities and Exchange Commission.

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         The obligations of the Company pursuant to this letter agreement will
terminate upon termination of the Guarantees.


                                            LEARNINGEXPRESS.COM HOLDINGS LLC

                                            By:  /s/ Steven P. Manfredi
                                                 -------------------------------
                                                     Steven P. Manfredi
                                                     Chief Executive Officer


Accepted and agreed to:


/s/ Sharon DiMinico
-------------------------
Sharon DiMinico


/s/ Louis DiMinico
-------------------------
Louis DiMinico


THE LEARNING EXPRESS,
INC.

By:  /s/ Sharon DiMinico
-------------------------
         Sharon DiMinico
         President


TOY BUILDING, LLC

By:  /s/ Sharon DiMinico
-------------------------
         Sharon DiMinico
         Manager


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