STOCKHOLDERS AGREEMENT



            STOCKHOLDERS AGREEMENT (this "AGREEMENT"), dated as of November 17,

1999, among WRC Media Inc., a Delaware corporation (the "COMPANY"), Weekly

Reader Corporation, a Delaware corporation ("WEEKLY READER"), and JLC Learning

Corporation, a Delaware corporation ("JLC LEARNING" and, together with the

Company and Weekly Reader, the "ISSUERS"), EAC III L.L.C. (collectively, and

together with any Affiliate thereof, the "PRINCIPALS" (as further defined

herein)) and Donaldson, Lufkin & Jenrette Securities Corporation and Banc of

America Securities LLC (each, an "INITIAL PURCHASER" and collectively, the

"INITIAL PURCHASERS").



            This Agreement is made pursuant to the Purchase Agreement (the

"PURCHASE AGREEMENT"), dated as of November 10, 1999, by and among the Issuers,

the Note Guarantors set forth therein and the Initial Purchasers. In order to

induce the Initial Purchasers to purchase the Units, the Principals and the

Issuers have agreed to provide the registration rights set forth in this

Agreement and have agreed to the tag-along and drag-along provisions set forth

in this Agreement. The execution and delivery of this Agreement is a condition

to the obligations of the Initial Purchasers set forth in Section 3 of the

Purchase Agreement. Capitalized terms used herein and not otherwise defined

shall have the meanings ascribed to them in the Purchase Agreement.



            Pursuant to the Purchase Agreement, the Company has issued 205,656

shares of its common stock, par value $0.01 per share (the "COMMON STOCK")

issued as part of the Units (the "UNIT COMMON STOCK").





            The parties hereby agree as follows:



SECTION 1.  DEFINITIONS.



            As used in this Agreement, the following capitalized terms shall

have the following meanings:



            ACT: The Securities Act of 1933, as amended.



            AFFILIATE: As defined in Rule 144 of the Act.



            BUSINESS DAY: Any day other than a Saturday, Sunday or day on which

banking institutions in the City of New York or at a place of payment are

authorized by law, regulation or executive order to remain closed.



            CLOSING DATE: The date hereof.



            DEMAND EVENT: The earlier to occur of (a) 180 days after the date on

which an Initial Public Offering is consummated and (b) the date on which any

class of common stock of either the Company or Weekly Reader is listed on a

national securities exchange or authorized for quotation on the Nasdaq National

Market System, other than in connection with the Public Equity Offering referred

to in clause (a) of this definition.



            DEMAND REGISTRATION: As defined in Section 6 of this Agreement.

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            DEMAND REQUEST: As defined in Section 6 of this Agreement.



            EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.



            EXCHANGE COMMON STOCK: Shares of Weekly Reader Class A Non-Voting

Common Stock issuable upon exchange of shares of Unit Common Stock.



            EXCHANGE RATIO: On any Exchange Date, the Exchange Ratio is equal to

the product of (1) the total number of shares of Weekly Reader Common Stock

owned by WRC Media on any Exchange Date on a fully diluted basis times (2) a

fraction, the numerator of which is one (1) and the denominator of which is the

total number of shares of Common Stock outstanding on a fully diluted basis on

such Exchange Date.



            HOLDER: A person who owns Registrable Securities or has the right to

acquire Registrable Securities, whether or not such acquisition has actually

been effected.



            INITIAL PUBLIC OFFERING: An issuance or sale of common stock

pursuant to an underwritten public offering (whether on a firm commitment basis

or a best efforts basis if such best efforts are successful) thereof pursuant to

an effective registration statement filed with the SEC pursuant to the Act

(other than a registration statement on Form S-8 or otherwise relating to equity

securities issuable under any employee benefit plan of the Company or Weekly

Reader, as applicable, and other than any offering registered on Form S-4 or its

equivalent).



            INITIATING  HOLDERS:  One or more Holders owning  individually  or

in the aggregate not less than the Requisite Securities.



            PERSON: Any individual, corporation, partnership, joint venture,

association, joint-stock company, trust, unincorporated organization, government

or any agency or political subdivision thereof or any other entity.



            PIGGY-BACK REGISTRATION. As defined in Section 7 of this Agreement.



            PRINCIPALS: EAC III L.L.C., a Delaware limited liability

corporation, or such other person as Ripplewood Partners, L.P. maintains its

equity investment in the Company through; provided that if Ripplewood Partners,

L.P. has a direct equity investment in the Company or any of its subsidiaries,

Principals shall include Ripplewood Partners, L.P.



            PRO RATA PORTION. Pro Rata Portion means with reference to any

Holder at any time, a fraction, the numerator of which is the total number of

shares of common stock held by such Holder and the denominator of which is the

total number of shares of common stock held by all stockholders participating as

sellers in such transaction, adjusted, in the case of the Exchange Common Stock

for the applicable Exchange Ratio initially used to exchange such stock.



            PROSPECTUS: The prospectus included in a Registration Statement at

the time such Registration Statement is declared effective, as amended or

supplemented by any prospectus supplement and by all other amendments thereto,

including post-effective amendments, and all material incorporated by reference

into such prospectus.





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            PUBLIC EQUITY OFFERING: means an underwritten offering of common

stock of either the Company or Weekly Reader pursuant to a registration

statement that has been declared effective by the SEC pursuant to the Act (other

than a registration statement on Form S-8 or otherwise relating to equity

securities issuable under any employee benefit plan of the Company or Weekly

Reader, as applicable, and other than any offering registered on Form S-4 or its

equivalent).



            REGISTRABLE SECURITIES: means (1) any shares of Unit Common Stock

and Exchange Common Stock and (2) any other securities issued or issuable with

respect to the Unit Common Stock or Exchange Common Stock by way of stock

dividend or stock split or in connection with a combination of shares,

recapitalization, merger, consolidation or other reorganization or otherwise. As

to any particular Registrable Securities, securities shall cease to be

Registrable Securities when (1) a registration statement with respect to the

offering of such securities by the Holder thereof shall have been declared

effective under the Act and such securities shall have been disposed of by such

Holder pursuant to such registration statement, (2) such securities have been

sold to the public pursuant to Rule 144(k) (or any similar provision then in

force, but not Rule 144A) promulgated under the Act, (3) such securities shall

have been otherwise transferred by the Holder thereof and new certificates for

such securities not bearing a legend restricting further transfer shall have

been delivered by the Company or Weekly Reader, as applicable, or its transfer

agent and subsequent disposition of such securities shall not require

registration or qualification under the Act or any similar state law then in

force or (4) such securities shall have ceased to be outstanding.



            REGISTRATION EXPENSES: All expenses incident to the Company's and

Weekly Reader's performance of or compliance with this Agreement, including,

without limitation, all SEC and stock exchange or National Association of

Securities Dealers, Inc. registration and filing fees and expenses, fees and

expenses of compliance with securities or blue sky laws (including, without

limitation, reasonable fees and disbursements of counsel for the underwriters in

connection with blue sky qualifications of the Registrable Securities),

preparing, printing, filing, duplicating and distributing the Registration

Statement and the related prospectus, the cost of printing stock certificates,

the cost and charges of any transfer agent, rating agency fees, printing

expenses, messenger, telephone and delivery expenses, reasonable fees and

disbursements of counsel for the Company and Weekly Reader and all independent

certified public accountants, the fees and disbursements of underwriters

customarily paid by issuers or sellers of securities (but not including any

underwriting discounts or commissions or transfer taxes, if any, attributable to

the sale of Registrable Securities by Selling Holders), and reasonable fees and

expenses of one counsel for the Holders.



            REGISTRATION STATEMENT: Any registration statement of the Company or

Weekly Reader, as applicable, relating to the registration for resale of

Registrable Securities that is filed pursuant to the provisions of this

Agreement and including the Prospectus included therein, all amendments and

supplements thereto (including post-effective amendments) and all exhibits and

all material incorporated by reference therein.



            REORGANIZATION TRANSACTION: A reorganization at the sole discretion

of the Company completed in connection with the Initial Public Offering of

Weekly Reader pursuant to which the Company shall transfer, or cause to be

transferred, all or substantially all its assets (including all the capital

stock and debt securities of the subsidiaries of the Company (including Weekly

Reader)) to Weekly Reader in exchange for the assumption by Weekly Reader of all

or substantially all the liabilities of the Company, the issuance to the Company

by Weekly Reader of new securities (including common





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and preferred stock) of Weekly Reader and, at the option of the Company, the

distribution by the Company of (i) the new preferred stock of Weekly Reader to

the holders of preferred stock of the Company in exchange for such preferred

stock of the Company and/or (ii) Exchange Common Stock to the Holders of Unit

Common Stock as described in Section 2(a)(ii) of this Agreement.



            REQUISITE SECURITIES: A number of Registrable Securities equal to

not less than 25% of the Registrable Securities held in aggregate by all Holders

on the date hereof.



            SEC: The Securities and Exchange Commission.



            SELLING HOLDER: A Holder who is selling Registrable  Securities in

accordance with the provisions of this Agreement.



            SHELF REGISTRATION: As defined in Section 8.



            WEEKLY READER CLASS A NON-VOTING COMMON STOCK: The class A

non-voting common stock, par value $0.01 per share, of Weekly Reader. Upon the

occurrence of an Initial Public Offering of Weekly Reader, the Weekly Reader

Class A Non-Voting Common Stock will automatically convert into Weekly Reader

Voting Common Stock.



            WEEKLY READER COMMON STOCK: The common stock of Weekly Reader of all

classes.



            WEEKLY READER VOTING COMMON STOCK: The voting common stock, par

value $0.01 per share, of Weekly Reader.



SECTION 2.  EXCHANGE RIGHTS



            (a) (i) Subject to the provisions of this Section 2, each Holder of

the Unit Common Stock, at its option, may at any time on any Business Day in

connection with the Initial Public Offering of Weekly Reader cause the Company

(if such exchange shall occur in connection with a Reorganization Transaction)

or Weekly Reader in any other case to exchange all, but not less than all,

outstanding shares of Unit Common Stock owned by such Holder for a number of

shares of Weekly Reader Class A Non-Voting Common Stock then owned by the

Company (if such exchange shall occur in connection with a Reorganization

Transaction) or Weekly Reader in any other case determined by multiplying the

number of such Holder's shares of Unit Common Stock by the Exchange Ratio.

Dividends on Unit Common Stock exchanged for Weekly Reader Class A Non-Voting

Common Stock which have been declared but have not been paid as of the date of

exchange (the "EXCHANGE DATE") shall be deemed to have accrued on the Exchange

Common Stock in equivalent adjusted amounts.



               (ii) Subject to the provisions of this Section 2, the Company, at

its option, in connection with the Reorganization Transaction may distribute to

the Holders of Unit Common Stock in exchange for such stock a number of shares

of Weekly Reader Class A Non-Voting Common Stock determined by multiplying the

number of such shares of Unit Common Stock by the Exchange Ratio; PROVIDED that

if the Initial Public Offering of Weekly Reader or the Reorganization

Transaction is not consummated within ten business days after such exchange then

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