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ADDENDUM #7 TO
LICENSING AND DISTRIBUTION AGREEMENTS
(2004-2005 and 2005-2007)
  RECITALS
 A.
    
    WHEREAS, Distributor and Riverdeep have entered into (i) that certain Licensing and
Development Agreement (Manufacturing Rights)(2004-2005), dated as of March 29, 2004, as
amended and in effect (collectively, Agreement One), (ii) that certain Licensing and
Development Agreement (Manufacturing Rights)(2005-2007), dated as of March 29, 2004, as
amended and in effect (collectively, Agreement Two, and together with Agreement One, as
amended, the Manufacturing Agreements). Each initially capitalized term used herein and
not otherwise defined shall have the meaning ascribed to such term in the Manufacturing
Agreements.B.
    
    WHEREAS, the parties now desire to enter into this Addendum to amend certain terms and
conditions of Agreement Two and the Manufacturing Agreements, as applicable, and as
specifically set forth herein.C.
    
    WHEREAS, the parties agree to amend and restate Agreement Two to reflect and be
consistent with the terms and conditions set forth herein, in addition to other identified
amended terms included in any and all other Addenda previously agreed in writing between
the parties.
  AGREEMENT
 1. Additional or Amended Terms to the Manufacturing Agreements.
  A.
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B.
   Target Payments
  (a)
    
    For the first fiscal quarter of the Annual Target Period commencing on
April 1, 2006 the Annual Target, prior to any adjustment that may later be applicable
as provided for herein, shall be in the amount of Ten Million Dollars ($10,000,000)
and the initial Quarterly Target payment for the first quarter beginning on April 1,
2006 shall be in the amount of Two Million Five Hundred Thousand Dollars
($2,500,000), payable as set forth herein;(b)
    
    For the second fiscal quarter of the Annual Target Period, and for every
fiscal quarter thereafter during such aforementioned Annual Target Period ending on
March 31, 2007, the parties shall re-evaluate the accuracy of the Annual Target and
the Quarterly Targets for the remainder of such Annual Target Period, not later than
thirty (30) days prior to the beginning of each subsequent fiscal quarter and shall
adjust the Annual Target and Quarterly Targets in accordance with the following two
calculations:
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(c)
    
    The parties agree that during the initial three fiscal quarters of the
Annual Target Period, Distributor shall make two thirds of the payments of the
applicable Quarterly Target payment for that quarter during the first three days of
the first month of the quarter and the remaining one-third payment during the first
three days of the second month of the quarter, provided however that to the extent
any Quarterly Target Payment is in excess of the amounts actually earned by
Riverdeep, Distributor shall be entitled to withhold any amounts overpaid during such
fiscal quarter from any additional Quarterly Target payment made to Riverdeep
hereunder. During the fourth fiscal quarter of the Annual Target Period, Distributor
shall make one third of the Quarterly Target payment for such fourth quarter during
the first three days of the first month of the quarter, one third of the Quarterly
Target payment for such fourth quarter during the first three days of the second
month of the quarter, and the final one third of the Quarterly Target payment during
the first fiscal quarter of the following Sales Year, provided however that the final
payment for such fiscal quarter may be adjusted and withheld based on royalties
earned for such fourth final quarter and amounts previously paid based on the
original Quarterly Target.
 C.
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D.
  E. Pre-Paid Royalties
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2. No Modifications
 3. Severability; Binding Unamended
 4. Conflict
 5. Governing Law
 6. Counterparts. This Addendum may be executed in one or more
  Riverdeep Inc., A Limited Liability CompanyBy:
    /s/ Garrett PowerIts: VP Finance Encore Software, Inc.By:
    /s/ Michael A. BellIts: CEO 5