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                                                                   Exhibit 10.19


                           THE LEARNING COMPANY, INC.
                             1996 STOCK OPTION PLAN

                         Restated as of October 31, 1996


SECTION 1. PURPOSE; DEFINITIONS.

         A. Purpose. The purpose of this Plan is to enhance the ability of the
Company and its Affiliates (as such terms are defined herein) to retain, attract
and motivate their personnel. Accordingly, this Plan will provide selected
eligible employees, directors and consultants of the Company and its Affiliates
an opportunity to participate in the Company's future by offering them equity
interests in the Company. All employees and directors of the Company and its
Affiliates are eligible to participate in and to receive Awards (as defined
herein) under this Plan. Awards under the Plan will be made by the Committee (as
defined herein).

         B. Definitions For purposes of this Plan, the following terms have the
following meanings:

                  1.       "Affiliate" means a parent or subsidiary corporation,
                           each as defined in Section 424 of the Code, and their
                           successors.

                  2.       "Award" means any award of an Option under this Plan.

                  3.       "Award Agreement" means, with respect to each Award,
                           the signed written agreement between the Company and
                           the Plan Participant setting forth the terms and
                           conditions of the Award.

                  4.       "Board" means the Board of Directors of the Company.

                  5.       "Change in Control" has the meaning set forth in
                           Section 6.A of this Plan.

                  6.       "Change in Control Price" has the meaning set forth
                           in Section 6.C of this Plan.

                  7.       "Code" means the Internal Revenue Code of 1986, as
                           amended from time to time, and any successor.

                  8.       "Committee" means the Committee referred to in
                           Section 2 of this Plan, or the Board in its capacity
                           as administrator of this Plan in accordance with
                           Section 2 of this Plan.
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                  9.       "Company" means The Learning Company, Inc., a
                           Delaware corporation.

                  10.      "Covered Employee" means a covered employee as such
                           term is defined in Section 162(m)(3) of the Code and
                           the regulations promulgated thereunder.

                  11.      "Disability" means permanent and total disability as
                           determined by the Committee.

                  12.      "Fair Market Value" means as of any given date:

                           (a)      If the Stock is listed on any established
                                    stock exchange or a national market system,
                                    including without limitation the Nasdaq
                                    National Market, the closing sale price for
                                    a share of the Stock or the closing bid, if
                                    no sales are reported, as quoted on such
                                    exchange (or the largest such exchange) or
                                    system for the date the value is to be
                                    determined (or if there are no sales for
                                    such date, then for the last preceding
                                    business day on which there were sales), as
                                    reported in The Wall Street Journal or a
                                    similar publication; or

                           (b)      If the Stock is regularly quoted by a
                                    recognized securities dealer but selling
                                    prices are not reported, the mean between
                                    the high bid and low asked prices for a
                                    share of the Stock on the date the value is
                                    to be determined (or if there are no quoted
                                    prices for the date of grant, then for the
                                    last preceding business day on which there
                                    were quoted prices); or

                           (c)      In the absence of an established market for
                                    the Stock, the per share value of the Stock,
                                    as determined in good faith by the
                                    Committee, with reference to the Company's
                                    net worth, prospective earning power,
                                    dividend-paying capacity and other relevant
                                    factors, including the goodwill of the
                                    Company, the economic outlook in the
                                    Company's industry, the Company's position
                                    in its industry and its management and the
                                    values of stock of other corporations in the
                                    same or a similar line of business.

                  13.      "Option" means an Option granted under Section 5 of
                           this Plan.

                  14.      "Plan" means this The Learning Company, Inc. 1996
                           Stock Option Plan, as amended from time to time.


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                  15.      "Plan Participant" means any recipient of an Award
                           under this Plan.

                  16.      "Stock" means the Common Stock, $0.01 par value, of
                           the Company, and any successor security.

                  17.      "Subsidiary" as the meaning set forth in Section
                           424(f) of the Code, and its successors.

                  18.      "Termination" means, for purposes of this Plan, with
                           respect to a Plan Participant, that the Plan
                           Participant has ceased to be, for any reason, with or
                           without cause, an employee, director or consultant as
                           the case may be, of the Company or an Affiliate of
                           the Company, such that such Plan Participant is
                           neither an employee, director or consultant of the
                           Company or any Affiliate.

SECTION 2. ADMINISTRATION.

         A. Committee. The Plan shall be administered by the Board or, upon
delegation by the Board, a committee of the Board comprised of not less than two
members (i) each member of which shall be, to the extent required under Rule
16b-3 promulgated under the Securities Exchange Act of 1934 and unless the
Committee determines that Rule 16b-3 is not applicable to the Plan, a
"non-employee director" (as defined in Rule 16b-3), and (ii) each member of
which shall be, to the extent required under Section 162(m) of the Code and
unless the committee determines that Section 162(m) is not applicable to the
Plan, an "outside director" within the meaning of Section 162(m). The Committee
may act only by a majority of its members, except that the Committee may
authorize any one or more of its members or any officer of the Company to
execute and deliver documents on behalf of the Committee.

         B. Authority. The Committee shall grant Awards to any person eligible
under Section 4 of this Plan. In particular and without limitation, the
Committee, subject to the terms of this Plan, shall:

                  1.       Select the persons to whom Awards may be granted;

                  2.       Determine whether and to what extent Awards are to be
                           granted under this Plan;

                  3.       Determine the number of shares to be covered by each
                           Award granted under this Plan; and

                  4.       Determine the terms and conditions of any Award
                           granted under this Plan, based upon factors
                           determined by the Committee.


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         C. Committee Determinations Binding. The Committee may adopt, alter and
repeal administrative rules, guidelines and practices governing this Plan as it
from time to time shall deem advisable, interpret the terms and provisions of
this Plan, any Award, any Award Agreement and otherwise supervise the
administration of this Plan. Any determination made by the Committee pursuant to
the provisions of this Plan with respect to any Award shall be made in its sole
discretion at the time of the grant of the Award or, unless in contravention of
any express term of this Plan or the Award, at any later time. All decisions
made by the Committee under this Plan shall be binding on all persons, including
the Company and Plan Participants and the Plan Participant's guardian, estate
and heirs.

SECTION 3. STOCK SUBJECT TO PLAN.

         A. Issuable Shares. The aggregate number of shares of Stock which may
be issued under this Plan shall be 5,000,000 shares of Stock; provided that the
shares of Stock issuable pursuant to Awards made to all Covered Employees and
directors shall not exceed 2,000,000 shares of Stock. Shares of Stock issuable
pursuant to Awards under the Plan may consist, in whole or in part, of
authorized and unissued shares or reacquired shares in the Company's treasury.
The determination of whether a person is a Covered Employee or a director for
purposes of the 2,000,000 share limitation shall be made at the time the Award
is made.

         B. Adjustments. In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, stock split, spin-off, sale of
substantial assets or other change in corporate structure affecting the Stock,
such substitution or adjustments shall be made in the number, kind and exercise
price of shares subject to outstanding Awards, as may be determined by the
Committee as appropriate or as necessary in order to prevent dilution or
enlargement of the rights of Plan Participants; provided that the adjusted
number of shares subject to any Award shall always be rounded down to the
nearest whole number.

SECTION 4. ELIGIBILITY.

         Awards may be granted to any employee, director or consultant of the
Company or an Affiliate (including without limitation employees or consultants
of corporations acquired by the Company) as designated by the Committee.

SECTION 5. STOCK OPTIONS.

         A. Types. Any Option granted under this Plan shall be in such form as
the Committee may from time to time approve. Options which qualify under Section
422 of the Code may not be granted under this Plan.


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         B. Terms and Conditions. Options granted under this Plan shall be
subject to the following terms and conditions:

                  1.       Option Term. The term of each Option shall be fixed
                           by the Committee and will be stated in the Award
                           Agreement.

                  2.       Grant Date. The Company may grant Options under this
                           Plan at any time and from time to time before this
                           Plan terminates. The Committee shall specify the date
                           of grant or, if it fails to do so, the date of grant
                           shall be the date of action taken by the Committee to
                           grant the Option; provided that no Option may be
                           exercised prior to execution of the applicable Award
                           Agreement. However, if an Option is approved in
                           anticipation of employment or engagement as a
                           consultant, the date of grant shall be the date the
                           intended optionee is first treated as an employee or
                           consultant for payroll purposes.

                  3.       Exercise Price. The exercise price per share of Stock
                           purchasable under any Option shall be at least equal
                           to 85% of the Fair Market Value on the date of grant.

                  4.       Exercisability. Subject to the other provisions of
                           this Plan, an Option shall be exercisable at such
                           times and in such amounts as are specified in the
                           Award Agreement evidencing the Option. The Committee,
                           in its absolute discretion, at any time may waive any
                           limitations respecting the time at which an Option
                           first becomes exercisable in whole or in part.

                  5.       Method of Exercise; Payment. To the extent the right
                           to purchase shares of Stock has accrued, Options may
                           be exercised, in whole or in part, from time to time,
                           by written notice from the optionee to the Company
                           stating the number of shares of Stock being
                           purchased, accompanied by payment of the exercise
                           price for the shares of Stock.

SECTION 6. CHANGE IN CONTROL.

         A. Definition of "Change in Control". A "Change in Control" means the
occurrence of either of the following:

                  1.       Any "person", as such term is used in Sections 13(d)
                           and 14(d) of the Securities Exchange Act of 1934, as
                           amended (the "Exchange Act"), other than the Company,
                           any of its subsidiaries, any Affiliate of the Company
                           or a Company employee benefit plan, including any
                           trustee of such plan acting as trustee, is or becomes
                           the 


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                           "beneficial owner" (as defined in Rule 13d-3 under
                           the Exchange Act), directly or indirectly, of
                           securities of the Company (or a successor to the
                           Company) representing 35% or more of the combined
                           voting power of the then outstanding securities of
                           the Company or such successor; or

                  2.       At any time that the Company has registered shares
                           under the Exchange Act, at least 40% of the directors
                           of the Company constitute persons who were not at the
                           time of their first election to the Board, candidates
                           proposed by a majority of the Board in office prior
                           to the time of such first election; or

                  3.       Any one of the following events: (w) the dissolution
                           of the Company or liquidation of more than 50% in
                           value of the Company or a sale of assets involving
                           50% or more in value of the assets of the Company;
                           (x) any merger or reorganization of the Company
                           whether or not another entity is the survivor; (y) a
                           transaction pursuant to which the holders, as a
                           group, of all of the shares of capital stock of the
                           Company outstanding prior to the transaction hold, as
                           a group, less than 50% of the combined voting power
                           of the Company or any successor company outstanding
                           after the transaction; or (z) any other event which
                           the Committee determines, in its discretion, would
                           materially alter the structure of the Company or its
                           ownership.

         B. Impact of Event. Except as expressly provided in any Award
Agreement, in the event of a Change in Control, the following provisions shall
apply:

                  1.       Any Options outstanding as of the date such Change in
                           Control is determined to have occurred and not then
                           exercisable and vested shall become fully exercisable
                           and vested; and

                  2.       At the sole discretion of the Committee either (i)
                           the value (net of any exercise price and required tax
                           withholdings) of all outstanding Options, unless
                           otherwise determined by the Committee at or after
                           grant, shall be paid in cash to Plan Participants
                           holding the same on the basis of the Change in
                           Control Price as of the date such Change in Control
                           is determined to have occurred or such other date as
                           the Board may determine prior to the Change in
                           Control, or (ii) in the event that the Company shall
                           not be the surviving company, the Options shall be
                           converted into options to purchase shares of the
                           surviving company or other entity that such Plan
                           Participant could have acquired upon such Change of
                           Control had all of the Options been exercised prior
                           to the Change of Control, and the exercise price of
                           such Options shall


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                           be equal to the quotient determined by dividing the
                           exercise price per share of the Options in effect
                           immediately prior to the Change of Control by the
                           number of shares of the surviving company or other
                           entity that one share of Stock was converted into in
                           connection with the Change of Control.

                           Notwithstanding the foregoing, in the event that
                           anything in this Section 6.B is determined to prevent
                           any transaction referred to in Section 6.A.3 from
                           being accounted for as a pooling of interests, then
                           the value of outstanding Options shall not be cashed
                           out in accordance with paragraph 2(i) of this Section
                           6.B and provisions shall be made to treat outstanding
                           Options as provided for in paragraph 2(ii) of this
                           Section 6.B.

         C. Change in Control Price. "Change in Control Price" means the highest
price per share paid in any transaction reported on any established stock
exchange, national market system or other established market for the Stock, or
paid or offered in any bona fide transaction related to a Change in Control of
the Company at any time during the preceding 60-day period as determined by the
Committee.

SECTION 7. GENERAL PROVISIONS.

         A. Award Grants. Any Award may be granted either alone or in addition
to other Awards granted under this Plan. Subject to the terms and restrictions
set forth elsewhere in this Plan, the Committee shall determine the
consideration, if any, payable by the Plan Participant for any Award and, in
addition to those set forth in this Plan, any other terms and conditions of the
Awards. The Committee may condition the grant or payment of any Award upon the
attainment of performance goals or such other factors or criteria, including
vesting based on continued employment or consulting, as the Committee shall
determine. Performance goals may vary from Plan Participant to Plan Participant
and among groups of Plan Participants and shall be based upon such Company,
subsidiary, group or division factors or criteria as the Committee may deem
appropriate. The other provisions of Awards also need not be the same with
respect to each recipient. Unless otherwise specified in this Plan or by the
Committee, the date of grant of an Award shall be the date of action by the
Committee to grant the Award.

         B. Award Agreement. As soon as practicable after the date of an Award
grant, the Company and the Plan Participant shall enter into a written Award
Agreement specifying the date of grant and the terms and conditions of the
Award. In the case of a conflict between this Plan and an Award Agreement, this
Plan will control.

         C. Certificates. All certificates for shares of Stock or other
securities delivered under this Plan shall be subject to such stock transfer
orders, legends and other restrictions as the Committee may deem advisable under
the rules, regulations 


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and other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Stock is then listed, any national market system over
which the Stock is then quoted and any applicable federal, state or foreign
securities law.

         D. Termination. In the event of Termination for any reason other than
death or Disability or retirement, Options held at the date of Termination (to
the extent then exercisable) may be exercised in whole or in part within 90 days
after the date of Termination, or such other period (which may be longer or
shorter than 90 days) which shall be specified in the Award Agreement (but in no
event shall any Option remain exercisable after the expiration date of such
Option as specified under the Award Agreement). If Termination is due to death
or Disability, or a Plan Participant dies or becomes disabled within the period
that the Award remains exercisable or payable, as the case may be, after
Termination, only Awards (including Options) held at the date of death or
Disability (and only to the extent then exercisable or payable, as the case may
be) may be exercised in whole or in part by the Plan Participant in the case of
Disability, by the Plan Participant's personal representative or executor or by
the person to whom the Award is transferred by will or the laws of descent and
distribution, at any time within 18 months after the death or one year after the
Disability, as the case may be, of the Plan Participant (or such other period
which shall be specified in the Award Agreement, but in no event shall any Award
remain exercisable after the expiration of such Award as specified under the
Award Agreement). In the event of Termination by reason of the Plan
Participant's retirement (as determined in the exercise of the Committee's sole
discretion), Awards (including Options) may be exercised in whole or in part at
any time within two years after the date of Termination (or such other period
which shall be specified in the Award Agreement, but in no event shall any Award
remain exercisable after the expiration date of such Award as specified under
the Award Agreement). Notwithstanding anything to the contrary, the Committee
shall have the discretion to accelerate the vesting of or to waive any
forfeiture of any Awards upon termination or otherwise.

         E. Delivery of Purchase Price. Plan Participants shall make all or any
portion of any payment due to the Company with respect to the consideration
payable for, upon exercise of, or for federal, state, local or foreign tax
payable in connection with, an Award by delivery of cash; and if and only to the
extent authorized by the Committee, all or any portion of such payment may be
made by delivery of any property (including without limitation a promissory note
of the Plan Participant or shares of Stock or other securities and surrender of
shares issuable upon exercise of that Option) other than cash, so long as, if
applicable, such property constitutes valid consideration for the Stock under
applicable law.

         F. Tax Withholding. To the extent authorized by the Committee in its
discretion, a person who has received an Award may make an election to deliver
to the Company a promissory note of the Plan Participant on the terms set forth
in Section 7.E of this Plan, or to have shares of Stock or other securities of
the Company withheld by the Company or to tender any such securities to the
Company to pay the amount of tax 


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that the Committee in its discretion determines to be required to be withheld by
the Company; provided that (i) such election shall be irrevocable and (ii) such
election shall be subject to the disapproval of the Committee.

                  Any shares or other securities so withheld or tendered will be
valued by the Committee as of the date they are withheld or tendered; provided
that Stock shall be valued at the Fair Market Value on such date. The value of
the shares withheld or tendered may not exceed the required federal, state,
local and foreign withholding tax obligations as computed by the Company. Unless
the Committee permits otherwise, the Plan Participant shall pay to the Company
in cash, promptly when the amount of such obligations becomes determinable, all
applicable federal, state, local and foreign withholding taxes that the
Committee in its discretion determines to result from the lapse of restrictions
imposed upon an Award or upon exercise of an Award or from a transfer or other
disposition of shares of Stock acquired upon exercise or payment of an Award or
otherwise related to the Award or the shares acquired in connection with an
Award.

         G. No Transferability. Unless otherwise provided in an Award Agreement,
no Award shall be assignable or otherwise transferable by the Plan Participant
other than by will or by the laws of descent and distribution and, during the
life of a Plan Participant, an Award shall be exercisable, and any elections
with respect to an Award may be made, only by the Plan Participant or such Plan
Participant's guardian or legal representative.

         H. Adjustment of Awards; Waivers. The Committee may adjust the
performance goals and measurements applicable to Awards (i) to take into account
changes in law and accounting and tax rules, (ii) to make such adjustments as
the Committee deems necessary or appropriate to reflect the inclusion or
exclusion of the impact of extraordinary or unusual items, events or
circumstances in order to avoid windfalls or hardships, (iii) to make such
adjustments as the Committee deems necessary or appropriate to reflect any
material changes in business conditions and (iv) in any other manner determined
in its discretion. In the event of hardship or other special circumstances of a
Plan Participant and otherwise in its discretion, the Committee may waive in
whole or in part any or all restrictions, conditions, vesting or forfeiture with
respect to any Award granted to such Plan Participant.

         I. Election to Defer Payment. To the extent, if any, permitted by the
Committee, a Plan Participant may elect, at such time as the Committee may in
its discretion specify, to defer payment of all or a portion of an Award.

         J. Non-Competition. The Committee may condition the Committee's
discretionary waiver of a forfeiture or vesting acceleration at the time of
Termination of a Plan Participant holding any unexercised or unearned Award or
the waiver of restrictions upon any Award upon a requirement that such Plan
Participant agree to and actually (i) not engage in any business or 


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activity competitive with any business or activity conducted by the Company and
(ii) be available, unless such Plan Participant shall have died, for
consultations at the request of the Company's management, all on such terms and
conditions (including conditions in addition to (i) and (ii)) as the Committee
may determine.

         K. Regulatory Compliance. Each Award under this Plan shall be subject
to the condition that, if at any time the Committee shall determine that (i) the
listing, registration or qualification of the shares of Stock upon any
securities exchange or under any state or federal law, (ii) the consent or
approval of any government or regulatory body or (iii) an agreement or
representations by the Plan Participant with respect thereto, is necessary or
desirable, then the exercise of such Award shall not be consummated in whole or
in part unless such listing, registration, qualification, consent, approval,
agreement or representations shall have been effected or obtained free of any
conditions not acceptable to the Committee.

         L. Rights as Stockholder. Unless this Plan or the Committee expressly
specifies otherwise, a Plan Participant shall have no rights as a stockholder
with respect to any shares covered by an Award until the Plan Participant
receives such shares. Subject to Section 3.B of this Plan, no adjustment shall
be made for dividends or other rights for which the record date is prior to the
date the certificates are delivered.

         M. Beneficiary Designation. The Committee, in its discretion, may
establish procedures for a Plan Participant to designate a beneficiary to whom
any amounts payable in the event of the Plan Participant's death are to be paid.

         N. Additional Plans. Nothing contained in this Plan shall prevent the
Company or an Affiliate of the Company from adopting other or additional
compensation arrangements for its employees.

         O. No Employment/Engagement Rights. The adoption of this Plan shall not
confer upon any Plan Participant any right to continued employment or engagement
as a consultant nor shall it interfere in any way with the right of the Company
or an Affiliate of the Company to terminate the employment of any employee or
the engagement of any consultant at any time.

         P. Governing Law. This Plan and all Awards shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts.

         Q. Use of Proceeds. All cash proceeds to the Company under this Plan
shall constitute general funds of the Company.

         R. Unfunded Status of Plan. This Plan shall constitute an "unfunded"
plan for incentive deferred compensation. The Committee may authorize the
creation of trusts or arrangements to meet the obligations created under this
Plan to deliver Stock or make payments; provided, that unless the Committee
otherwise determines, the 


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existence of such trusts or other arrangements shall be consistent with the
"unfunded" status of this Plan.

         S. Assumption by Successor. The obligations of the Company under this
Plan and under any outstanding Award may be assumed by any successor
corporation, which for purposes of this Plan, shall be included within the
meaning of "Company."

SECTION 8. AMENDMENTS AND TERMINATION.

         The Board may amend, alter or discontinue this Plan, but no amendment,
alteration or discontinuance shall be made which would impair the rights of a
Plan Participant under an outstanding Award without the Plan Participant's
consent.

SECTION 9. EFFECTIVE DATE OF PLAN.

         This Plan, and any amendments thereto, shall be effective on the date
the same is or are adopted by the Board.

rev. 10/31/96




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