ADDENDUM #3 TO
LICENSING AND DISTRIBUTION AGREEMENTS
(2004-2005 and 2005-2007)
THIS ADDENDUM #3 TO LICENSING AND DISTRIBUTION AGREEMENTS (this "Addendum") is
dated as of November , 2004 ("Effective Date"), by and between ENCORE SOFTWARE, INC., a Minnesota
corporation ("Distributor"), and RIVERDEEP INC., A LIMITED LIABILITY COMPANY, a Delaware limited
liability company ("Riverdeep"), with respect to the following 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 ("Agreement One"), and (ii) that
certain Licensing and Development Agreement (Manufacturing Rights)(2005-2007), dated as of March 29, 2004
("Agreement Two", and together with Agreement One, as amended, the "Agreements"; each initially-capitalized
term used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreements),
pursuant to which, among other things, Riverdeep has granted Distributor exclusive rights to replicate, sell, and
distribute the Products into the Channel and the Territory, as more particularly described in each of the
B. WHEREAS, the parties now desire to enter into this Addendum to amend certain terms and conditions of the
Agreements to address Riverdeep's sale of the assets associated with the 3DHA (as defined below) Products to
Punch Software LLC ("Punch") and its subsequent removal as a Product under the terms of the Agreements.
NOW, THEREFOR in consideration of the mutual covenants and agreements contained herein, and for other
good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree
1 - Certain Definitions. As used herein, the following initially-capitalized terms shall have the meaning ascribed to
1.1 "3DHA" means the 3D Home Architect(R) brand of products previously licensed to Distributor as Products
under the Agreements.