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EXHIBIT 10.1
 ADDENDUM #6 TO
LICENSING AND DISTRIBUTION AGREEMENTS
(2004-2005 and 2005-2007)
 Addendum Effective Date , Distributor Riverdeep
 RECITALS
 Agreement One Agreement Two Manufacturing
Agreements Transition Agreement
    AGREEMENT
 1. Definitions.
 2. Reconciliation provided however that




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(i)
    
    Payments made by Distributor to Riverdeep have equaled $12,106,360.00, which included
both cash payment and acknowledged and agreed discounts on payment, effective as of March
31, 2005 of which $2,624,878 of such amount are pre-paid royalties under Agreement One
which Distributor has not yet recouped (Unearned Royalties). Distributor shall be
entitled to take as prepaid royalties under Agreement One. Notwithstanding the foregoing,
to the extent that Distributor has not otherwise earned out any Unearned Royalties by the
expiration of the Term of Agreement Two, then the Term of Agreement Two shall be extended
until such time as any Unearned Royalties have been recouped, in addition to such
extensions as otherwise set forth in Section 4 of Agreement Two. To the extent the
Unearned Royalties are recouped by the expiration of the Term of Agreement Two, no such
extension shall be triggered.(ii)
    
    Riverdeep agrees to pay (in the form of a credit against amounts owed by Distributor to
Riverdeep) Distributor $1,433,203.04,or such other amount based upon those adjustments
permissible under Section 2(iii) over twelve (12) months beginning on April 1, 2005.
Payment will be made in 12 monthly installments, with the April monthly installment due as
of May 1, 2005. All remaining payments will be due on the first day of the subsequent month
with the last payment due on April 1, 2006. The first seven (7) of those installments
shall be of $106,146.05 and the remaining five installment payments shall be of
$138,036.14.(iii)
    
    The parties agree that, as of the Effective Date, certain reconciliation items remain
to be finalized and are have been expressly excluded from the releases set forth in this
Addendum in addition to items 2(iii)(A)-(D) (the Release Exceptions). Notwithstanding the
foregoing, each party shall diligently work in concert to resolve all such reconciliations,
chargebacks, credits and/or payments. Each party agrees that deductions or credits pursuant
to Section 2 shall result in corresponding adjustments to the royalties paid to Riverdeep
by adjusting the Net Receipts. As of the Effective Date, the parties are aware of the
following reconciliation items:
 provided that




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Dilutions
   3. Modifications and Release
  (i)
    
    pay Distributor $507,617.75 in three (3) equal annual installments of
$169,205.92 annually beginning on March 31,
2007, separate and apart from any obligations under the Manufacturing Agreements;(ii)
    
    by amendment to that agreement, extend the Term of Agreement Two by one (1)
year to March 31, 2011 provided however that, the Term shall additionally be extended
for any recoupment periods under Section 4 of Agreement Two and each of the first,
second, third, fourth and fifth and sixth Sales Years is conditioned on the payment of
the applicable Guaranteed Royalty for the preceding Sales Year; and(iii)
    
    add one (1) incremental product annually as a Product under Agreement
Two, by April 1, 2006 and for each year thereafter, in consideration of which,
Distributor agrees to release Riverdeep from payment of $1,955,758.80 that
Distributor claims it is entitled to collect, provided however, such amount shall be
forgiven over a five (5) year period in installments of $391,151.76 beginning on
April 1, 2007 and on each anniversary thereof.




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(i)
    
    pay Riverdeep (in addition to any other amounts Distributor has agreed to
pay Riverdeep hereunder) the sum of $9,960 per month for a period of twenty-five (25)
months upon the Effective Date of this Addendum.
    4.2.1 Subject to further adjustments as provided in this Section 4.2
below, for each Sales Year during the Term of this Agreement, Distributor
shall pay a guaranteed, irrevocable, non-refundable payment (recouped against
royalties as hereinafter provided) as follows (for each Sales Year, the
Guaranteed Royalty).
 (a) In respect of the first Sales Year, the Guaranteed Royalty shall be
$10,000,000.
 (b) In respect to the second Sales Year, the Guaranteed Royalty shall be 80%
of the actual Royalties earned by Riverdeep from sales of the Product during
the first Sales Year. For purposes of clarification, the calculation of the
aforementioned Royalties actually earned shall exclude
royalties actually earned for products under the Prior Agreement until such
products become Products under this Agreement pursuant to the terms of
Section 1.15 and, Unearned Royalties as such term is defined in that
certain Addendum #6 dated June 30, 2005 by and between the parties, and
 The Guaranteed Royalty for each Sales Year shall be paid in twelve equal
monthly installments on the 1 st day of each month of the
applicable Sales Year for the preceding month (i.e. on July 1 st payment will be made for Junes Guaranteed Royalty payment, provided however that in respect to the first Sales Year, the payment
made on July 1 st will also include the applicable payment for the
month of July and the next subsequent payment will be made on September 1st
for the month of August). Notwithstanding the foregoing, upon the occurrence
of the first applicable Revision Event, the Guaranteed Royalty for the
current and, if applicable remaining Sales Years shall be zero, and within 30
days after the occurrence of such Revision Event, Riverdeep shall refund to
Distributor the amount by which the aggregate installments of the Guaranteed
Royalty theretofore paid by Distributor, exceed the royalties earned by
Riverdeep with respect to sales of the Products in such Sales Year.




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Release by Distributor
 Release by Riverdeep




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4. Offset.
 5. Modifications
 6. Severability; Binding Unamended
 7. Conflict .
 8. Governing Law
 9. Counterparts




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DATED: , 2005
    
    RIVERDEEP INC.,
A Limited Liability CompanyBy:Its:DATED: , 2005
    
    ENCORE SOFTWARE, INC.By:Its: