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                                                                    Exhibit 10.6


                              EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT made effective as of this 6th day of February, 1997 by
and between THE LEARNING COMPANY, INC., a Delaware corporation (the
"Corporation"), and Neal S. Winneg (the "Executive").

     WHEREAS the Corporation desires to employ the Executive in the position of
Vice President and General Counsel or a position with similar responsibilities,
and the Executive wishes to be so employed by the Corporation.

     NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

                                    ARTICLE I
                                   EMPLOYMENT

1.1  EMPLOYMENT AND POSITION. Effective as of the date hereof and for the Term
(as defined in Section 3.1 herein), the Corporation hereby employs the Executive
in the capacity of Vice President and General Counsel, and the Executive hereby
accepts such employment, all on and pursuant to the terms and conditions set out
herein.

1.2  DUTIES AND RESPONSIBILITIES. The Executive shall have such powers and 
duties as are customarily associated with the office or offices of the
Corporation held by the Executive and as may from time to time be prescribed by
the Board of Directors of the Corporation (the "Board") or the Chief Executive
Officer or such other officer to whom the Executive may then report.
Notwithstanding the foregoing, it is expressly understood and agreed that the
Board may at any time give any other person authority equivalent or superior to
that of the Executive if, in the reasonable judgment of the Board such a change
is advisable under the circumstances.

1.3  FULL TIME AND ATTENTION. The Executive shall well and faithfully serve the
Corporation and its subsidiaries and shall devote his or her full working time
and attention to the business and affairs of the Corporation and its
subsidiaries and the performance of his or her duties and responsibilities
hereunder; PROVIDED, HOWEVER, that the Executive may participate in other
business ventures and activities from time to time which do not interfere with
his or her duties hereunder.

1.4  PROHIBITED INTERESTS. Neither the Executive nor any member of his or her
immediate family shall purchase or hold an interest in any company doing
business with the Corporation (other than as a customer of the Corporation) or
competing with the Corporation other than a two percent or lesser interest in
publicly traded stock or such other interests to which the Corporation has given
its prior written consent.

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                                   ARTICLE II
                            REMUNERATION AND BENEFITS

2.1  ANNUAL BASE SALARY. Effective as of the date hereof and for each year of
employment during the Term (an "Employment Year"), the Corporation shall pay to
the Executive an annual base salary (the "Annual Base Salary") of not less than
$200,000. The Annual Base Salary shall be payable twice monthly in equal
installments or in such other regular installments as the Corporation may pay
its employees from time to time.

2.2  BENEFITS. The Corporation shall provide to the Executive benefits 
consistent with benefits provided under the existing benefit plans, practices,
programs and policies of the Corporation in effect for executive officers from
time to time during the Term.

2.3  VACATION. The Executive shall be entitled to paid vacation in accordance
with the Corporation's vacation policy, as the same may be in effect from time
to time; provided, however that the Executive shall be entitled to at least four
weeks of paid vacation per year.

2.4  BONUS. In addition to the Annual Base Salary, the Executive shall be
eligible to receive a targeted annual cash bonus of not less than $100,000 (the
"Bonus"), payable in quarterly installments, based upon the same financial
performance objectives approved by the Corporation's Compensation Committee (the
"Compensation Committee") for each Employment Year for determination of the
bonus of the Chief Executive Officer of the Corporation. If the Chief Executive
Officer of the Corporation ceases to be compensated in part by means of a bonus
based on financial performance objectives approved by the Corporation's
Compensation Committee, then the Bonus will be based on quantifiable performance
objectives mutually agreed to by the Executive and the Chief Executive Officer.

2.5  EXPENSES. During the Term the Corporation will reimburse the Executive for
all normal and customary expenses incurred by the Executive in carrying out his
or her duties under this Agreement, provided that the Executive complies with
the policies, practices and procedures of the Corporation for submission of
expense reports, receipts or other similar documentation of such expenses.

                                   ARTICLE III
                              TERM AND TERMINATION

3.1  TERM. Unless otherwise terminated in accordance with the provisions hereof,
this Agreement shall have a term of two years from the effective date hereof, as
the same is first set forth above (the "Term"). On the expiration of the Term
and on each anniversary of the expiration of the Term this Agreement shall
automatically renew for an additional one year period (each of which renewal
periods shall form part of the Term) unless the Corporation notifies the
Executive in writing three months in advance of the expiration of the Term, or
any subsequent anniversary thereof, that the Corporation does not wish to
further extend this Agreement.

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3.2  TERMINATION FOR JUST CAUSE.

     (a) The Corporation may terminate the employment of the Executive hereunder
at any time for Just Cause, such termination to be communicated by the
Corporation to the Executive by written notice. For the purposes hereof, "Just
Cause" means a determination by the Board, in the exercise of its reasonable
judgment and after permitting the Executive a reasonable opportunity to be
heard, that any of the following has occurred:

        (i) the willful and continued failure by the Executive to perform his
or her duties and responsibilities with the Corporation under this Agreement
(other than any such failure resulting from incapacity due to physical or mental
illness or disability) which is not cured within 30 days of receiving written
notice from the Corporation specifying in reasonable detail the duties and
responsibilities which the Corporation believes are not being adequately
performed;

        (ii) the willful engaging by the Executive in any act which is
demonstrably and materially injurious to the Corporation;

        (iii) the conviction of the Executive of a criminal offense involving
fraud, dishonesty or other moral turpitude;

        (iv) any material breach by the Executive of the terms of this
Agreement or any other written agreement between the Executive and the
Corporation relating to proprietary information, confidentiality,
non-competition or non-solicitation which is not cured within 30 days of
receiving written notice from the Corporation specifying in reasonable detail
such breach; or

        (v) the engaging by the Executive in any intentional act of dishonesty
resulting or intended to result, directly or indirectly, in personal gain to the
Executive at the Corporation's expense.

     (b) Upon the termination of the Executive's employment for Just Cause, the
Executive shall not be entitled to any severance, termination or other
compensation payment other than unpaid base salary earned by the Executive up to
the date of termination, together with any amount to which the Executive may be
entitled under the provisions of applicable employment legislation in force at
the date of termination of the Executive's employment (less any deductions
required by law).

3.3  TERMINATION WITHOUT JUST CAUSE OR FOR GOOD REASON.

     (a) The Corporation may terminate the employment of the Executive hereunder
at any time without Just Cause, such termination to be communicated by the
Corporation to the Executive by at least 30 days prior written notice. In
addition, the Executive may terminate his or her employment for Good Reason,
such termination to be communicated by the Executive to the Corporation by at
least 30 days prior written notice. For purposes of this Agreement, "Good
Reason" shall mean (i) a substantial diminution in the Executive's 

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position, duties, responsibilities or authority with the Corporation, (ii) any
purported termination of the Executive's employment which is not effected in
accordance with this Agreement (which purported termination shall not be
effective), (iii) the failure of the Corporation to obtain a satisfactory
agreement from any successor to assume and agree to perform this Agreement, as
contemplated in Section 4.8 hereof, (iv) any requirement by the Corporation that
the Executive move or maintain his principal business office more than 30 miles
from Boston, Massachusetts or (v) any material breach by the Corporation of this
Agreement which is not cured within 30 days of receiving written notice from the
Executive specifying in reasonable detail such breach. The Executive's right to
terminate his or her employment for Good Reason shall not be affected by his or
her incapacity due to physical or mental illness or disability. The Executive's
continued employment shall not constitute consent to, or a waiver of rights with
respect to, any circumstance constituting Good Reason hereunder.

     (b) Upon the termination of the Executive's employment without Just Cause 
or for Good Reason, the Corporation shall have the following obligations:

        (i) if not theretofore paid, the Corporation shall pay to or to the
     order of the Executive within 10 days after the date of termination of the
     Executive's employment hereunder any unpaid base salary earned by the
     Executive up to the date of termination (less any deductions required by
     law);

        (ii) the Corporation shall pay to or to the order of the Executive, in
     equal installments in accordance with its normal payroll practices over an
     eighteen month period, as compensation for the Executive's loss of
     employment, an amount equal to one and one-half times the Annual Base
     Salary then in effect plus one and one-half times the maximum Bonus then in
     effect payable pursuant to Section 2.4 hereof (less any deductions required
     by law); and

        (iii) the Corporation shall take all action necessary, consistent with
     applicable stock option and incentive plans, to permit immediate vesting of
     the Executive's then outstanding options for the purchase of capital stock
     of the Corporation.

3.4  TERMINATION UPON DEATH OR DISABILITY OR BY EXECUTIVE FOR OTHER THAN GOOD
     REASON.

     (a) The Corporation may terminate the employment of the Executive hereunder
     at any time forthwith upon the death or permanent disability of the
     Executive, such termination to be communicated by written notice given by
     the Corporation to the Executive or, in the event of the death of the
     Executive, to his or her personal representative or his or her estate. The
     Executive shall be considered to have become permanently disabled if in any
     period of 12 consecutive months during the Term, because of ill health,
     physical or mental disability, or for other causes beyond the control of
     the Executive, the Executive has been or is reasonably likely to be
     continuously unable or unwilling or has failed to perform his or her duties
     and responsibilities hereunder for 120 consecutive days, 

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or if, during any period of 12 consecutive months during the Term, the Executive
has been unable or unwilling or has failed to perform his or her duties and
responsibilities hereunder for a total of 180 days, consecutive or not.

     (b) The Executive may, upon three months' prior written notice to the
Corporation, voluntarily terminate his or her employment hereunder for other
than Good Reason.

     (c) On termination of the Executive's employment as a result of the
Executive's death or as a result of the Executive having become permanently
disabled, or upon the termination by the Executive of his or her or her
employment for other than Good Reason, the Corporation shall pay to the
Executive or his or her personal representative on behalf of the estate of the
Executive, within 10 days after date of termination of the Executive's
employment, any unpaid base salary earned by the Executive up to the date of
termination, together with any amount to which the Executive may be entitled
under the provisions of applicable employment legislation in force at the date
of termination of the Executive's employment (less any deductions required by
law).

     (d) The several payments and other obligations of the Corporation described
in this Section 3.4 are the only severance, compensation or termination payments
or benefits that the Executive will receive in the event of any termination of
employment set forth in this Section 3.4.

3.5  RETURN OF PROPERTY. Upon the termination of the employment of the Executive
hereunder, regardless of the reason therefor, the Executive will immediately
deliver or cause to be delivered to the Corporation all books, documents,
effects, money, securities, equipment or other property (including manuals,
computer disks and software products) belonging to the Corporation, or for which
the Corporation is liable to others, which are in the possession, charge or
custody of the Executive. The Executive agrees not to make for personal or
business use or for the use of any other party any reproductions or copies of
any such books, documents, effects or other property belonging to the
Corporation or for which the Corporation is liable to others.


                                   ARTICLE IV
                                     GENERAL

4.1  CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary capacity
for the benefit of the Corporation all secret or confidential information,
knowledge or data relating to the Corporation and its subsidiaries and their
respective businesses which shall have been obtained by the Executive during the
Executive's employment by the Corporation and which shall not be or become
public knowledge (other than by acts of the Executive or representatives of the
Executive in violation of this Agreement). If the employment of the Executive
hereunder is terminated for any reason, the Executive shall not, without the
prior written consent of the Corporation or as may otherwise be required by law
or legal process, communicate or divulge any such information, knowledge or data
to any person other than the Corporation and those persons designated by it.

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4.2  NON-INTERFERENCE WITH PERSONNEL RELATIONS. During the Executive's 
employment with the Corporation and for a period of twelve months thereafter,
the Executive will not, directly or indirectly, solicit, entice or persuade any
employee of the Corporation or any of its subsidiaries to leave the services of
the Corporation for any reason.

4.3  EQUITABLE RELIEF. The Executive acknowledges that a breach of the
restrictions contained in Sections 4.1 and 4.2 hereof will cause irreparable
damage to the Corporation, the exact amount of which will be difficult to
ascertain, and that the remedies at law for any such breach will be inadequate.
Accordingly, the Executive and the Corporation agree that if the Executive
breaches or attempts to breach any of the restrictions contained in Sections 4.1
and 4.2 hereof, then the Corporation shall be entitled to temporary or permanent
injunctive relief with respect to any such breach or attempted breach (in
addition to any other remedies, at law or in equity, as may be available to the
Corporation), without posting bond or other security.

4.4  RESIGNATIONS. If the employment of the Executive hereunder is terminated in
accordance with the terms of this Agreement, the Executive shall tender his or
her resignation from all positions he may hold as an officer or director of the
Corporation or any of its subsidiaries.

4.5  MITIGATION. The Executive shall have no duty to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise,
nor shall the amount of any payment provided for in this Agreement be reduced by
any compensation earned by the Executive as the result of employment by another
employer after the date of termination of the Employee's employment with the
Corporation, or otherwise.

4.6  NOTICES. Any notice required or permitted to be given under this Agreement
shall be in writing and shall be properly given if delivered personally or
mailed by prepaid registered mail addressed as follows:

     (a) in the case of the Corporation, to:

                         The Learning Company, Inc.
                         One Athenaeum Street
                         Cambridge, Massachusetts  02142
                                Attention:  Chief Executive Officer

     (b) in the case of the Executive, to:

                         Neal S. Winneg
                         11 Highfields
                         Wayland, MA 01778

or to such other address as the parties may from time to time specify by notice
given in accordance herewith. Any notice so given shall be conclusively deemed
to have been given or made on the day of delivery, if delivered, or, if mailed
by registered mail, upon the date shown on the postal return receipt as the date
upon which the envelope containing such 

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notice was actually received by the addressee.


4.7  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties with respect to the employment relationship contemplated hereby and
cancels and supersedes all prior understandings and agreements between the
parties with respect thereto, and no agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement.

4.8  SUCCESSORS AND ASSIGNS. Neither the Executive nor the Corporation may 
assign its rights hereunder to another person without the consent of the other;
provided, however, that the Corporation may assign its rights hereunder to a
successor corporation which acquires (whether directly or indirectly, by
purchase, arrangement, merger, consolidation, dissolution or otherwise) all or
substantially all of the business or assets of the Corporation and expressly
assumes and agrees to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform it if no such
succession had taken place and provided that such successor shall reasonably be
able to perform all of its obligations under this Agreement. As used in this
Agreement, the term "Corporation" shall mean the Corporation (as herein defined)
and any successor to its business or assets as aforesaid which assumes and
agrees to perform this Agreement by operation of law or otherwise.

4.9  ENUREMENT. This Agreement shall enure to the benefit of and be binding upon
the Executive and his or her personal representatives and upon the Corporation
and its successors and permitted assigns.

4.10 FURTHER ASSURANCES. Each of the Corporation and the Executive agrees to
execute all such documents and to do all such acts and things as the other party
may reasonably request and as may be lawful and within its power to do or to
cause to be done in order to carry out or implement in full the provisions and
intent of this Agreement.

4.11 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and the federal
laws of the United States of America applicable therein. Each of the parties
assents to the jurisdiction of the courts of the Commonwealth of Massachusetts
to hear any action, suit or proceeding arising in connection with this
Agreement.

4.12 WAIVER OF RIGHTS. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
by the party against whom the same is sought to be enforced and no failure by
any party to enforce any of its rights hereunder shall, except as aforesaid, be
deemed to be a waiver of such right. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
provision of this Agreement to be performed by such other party shall be deemed
to be a waiver of a similar or dissimilar provision hereof at the same or at any
prior or subsequent time.

4.13 MANDATORY ARBITRATION. Except as expressly stated below, any dispute,
controversy or claim arising out of or relating to my employment by the
Corporation or its 

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termination, including but not limited to claims of unlawful discrimination or
harassment (collectively, the "Arbitrable Claims"), will be settled by binding
arbitration in (a) Boston or Cambridge, Massachusetts (if the Executive's
primary place of work is in Massachusetts), or (b) Fremont or San Francisco,
California (if the Executive's primary place of work is in California) or (c) in
such city as is located the office of the Corporation in which constitutes the
Executive's primary place of work (if the Executive's primary place of work is
not in Massachusetts or California), in accordance with the then current rules
of the American Arbitration Association (the "AAA"), before an experienced
employment arbitrator licensed to practice law in the state in which the
arbitration is conducted (the "Arbitration Site") and selected in accordance
with the Model Employment Arbitration Procedures of the AAA. Notwithstanding the
foregoing, and for purposes of clarity, each of the Corporation and the
Executive acknowledges and agrees that any Arbitrable Claim shall be governed by
the internal laws of the Commonwealth of Massachusetts (regardless of the
Arbitration Site) without regard to the laws that might otherwise apply under
applicable principles of conflicts of laws. The Corporation and the Executive
each knowingly waive the right to a jury trial in a court of law with respect to
the Arbitrable Claims. For purposes of any arbitration under this Section 4.13,
the Corporation and the Executive hereby incorporate by reference, and adopt all
of the discovery rights and procedures referenced in, the Massachusetts Code of
Civil Procedure, and agree that each of the Corporation and the Executive shall
pay the fees of its, his or her own attorneys, the expenses of its, his or her
own witnesses and any other expenses connected with presenting its, his or her
own claims. The fees of the arbitrator will be paid half by the Executive and
half by the Corporation, provided that the Corporation will pay 100% of any
portion of the arbitrator's fee that exceeds $1000. The Arbitrator shall have
the power to summarily adjudicate claims and/or enter summary judgment in
appropriate cases. Notwithstanding any of the foregoing, any claim or
counterclaim brought for infringement or misappropriation of any patent,
copyright, trade secret, trademark or other proprietary right shall not be
subject to arbitration, and neither the Executive nor the Corporation waive any
right to submit any such claim, or any factual or legal issues relating to such
a claim, to a court of competent jurisdiction.

     IN WITNESS WHEREOF the parties hereto have executed this Agreement on the
date and year first above written.

                                         /s/ Neal S. Winneg 
                                         ---------------------------------------
                                         NEAL S. WINNEG


                                         THE LEARNING COMPANY, INC.


                                         By: /s/ Michael J. Perik
                                             -----------------------------------
                                             Michael J. Perik
                                             Chief Executive Officer

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