<PAGE>

                                                                  Exhibit 10.4.1

                                  AMENDMENT TO
                                SMARTERKIDS.COM
                       1999 EMPLOYEE STOCK PURCHASE PLAN


     Reference is hereby made to a certain 1999 Employee Stock Purchase  Plan,
as amended, (the "ESPP") of SmarterKids.com, Inc., a Delaware corporation (the
"Company").

     WHEREAS, the Board of Directors of the Company have determined that it is
in the best interest of the Company and the Stockholders to amend the ESPP, and
do hereby amend such ESPP as follows, in accordance with the provisions of
Article 15 thereto;

     NOW THEREFORE,

     1. Article 3 of the ESPP is hereby amended by deleting the Article in its
entirety and replacing it with the following:

     All employees of the Company or any of its participating subsidiaries whose
customary employment with the Company is more than 20 hours per week and for
more than five months in any calendar year and who have completed at least one
(1) day of employment, shall be eligible to receive options under the Plan to
purchase common stock of the Company, and all eligible employees shall have the
same rights and privileges hereunder. Persons who are eligible employees on the
first business day of any Payment Period (as defined in Article 5) shall receive
their options as of such day. Persons who become eligible employees after any
date on which options are granted under the Plan shall be granted options on the
first day of the next succeeding Payment Period on which options are granted to
eligible employees under the Plan. In no event, however, may an employee be
granted an option if such employee, immediately after the option was granted,
would be treated as owning stock possessing five percent or more of the total
combined voting power or value of all classes of stock of the Company or of any
parent corporation or subsidiary corporation, as the terms "parent corporation"
and "subsidiary corporation" are defined in Section 424(e) and (f) of the Code.
For purposes of determining stock ownership under this paragraph, the rules of
Section 424(d) of the Code shall apply, and stock which the employee may
purchase under outstanding options shall be treated as stock owned by the
employee.

     2.  Article 5 of the ESPP is hereby amended by deleting the First two
paragraphs in such Article in their entirety and replacing them with the
following:

     Payment Periods shall consist of the six-month periods commencing on March
1 and September 1, and ending on August 31 and February 28 of each calendar
year.
<PAGE>

                                      -2-

     On the first business day of each Payment Period, the Company will grant to
each eligible employee who is then a participant in the Plan an option to
purchase on the last day of such Payment Period, at the Option Price hereinafter
provided for, a maximum of 2,000 shares, on condition that such employee remains
eligible to participate in the Plan throughout the remainder of such Payment
Period. The participant shall be entitled to exercise the option so granted only
to the extent of the participant's accumulated payroll deductions on the last
day of such Payment Period. If the participant's accumulated payroll deductions
on the last day of the Payment Period would enable the participant to purchase
more than 2,000 shares except for the 2,000 are limitation, the excess of the
amount of the accumulated payroll deductions over the aggregate purchase price
of the 2,000 shares shall be promptly refunded to the participant by the
Company, without interest. The Option Price per share for each Payment Period
shall be the lesser of (i) 85% of the average market price of the Common Stock
on the first business day of the Payment Period and (ii) 85% of the average
market price of the Common Stock on the last business day of the Payment Period,
in either event rounded up to the nearest cent. The foregoing limitation on the
number of shares subject to option and the Option Price shall be subject to
adjustment as provided in Article 12.


                [THE REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

                                      -3-


   The undersigned hereby states that the ESPP is so modified and amended to
reflect the changes enumerated herein, as of the date above first written.

                             SMARTERKIDS.COM, INC.


                             By: /s/ David Blohm
                                 -------------------------------
                             Name: David Blohm
                             Title: President and Chief Executive Officer