AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT

                           DATED AS OF APRIL 15, 1999

                                    BETWEEN

                                  PEARSON INC.

                                       AND

                             JOHN WILEY & SONS, INC.



     AMENDMENT NO. 1, dated as of May 10, 1999 (this "Amendment"),  to the Asset
Purchase Agreement, dated as of April 15, 1999 (the "Asset Purchase Agreement"),
between Pearson Inc., a Delaware corporation ("Pearson"), and John Wiley & Sons,
Inc., a New York  corporation  ("Buyer").  Capitalized  terms,  unless otherwise
defined in the context of their first use,  shall have the meanings given in the
Asset Purchase Agreement.

     WHEREAS,  Pearson and Buyer desire to amend the Asset Purchase Agreement in
certain respects to provide for, among other things, the retention by Pearson of
Jordan-Bychkov/Domosh,  The Human Mosaic:  A Thematic  Introduction  to Cultural
Geography,  which was  contemplated  to be sold to Wiley  pursuant to such Asset
Purchase Agreement;

     NOW, THEREFORE, the parties hereto agree as follows:

     Section 1. Amendments to Asset Purchase Agreement.

     (a)  Section  2.1 of the Asset  Purchase  Agreement  is hereby  amended  by
          deleting  the phrase  "$59,300,000,"  and  substituting  therefor  the
          phrase "$58,094,000," in the third line thereof.

     (b)  Section  3.1 of the Asset  Purchase  Agreement  is hereby  amended and
          restated in its entirety to be and to read as follows:

          Section  3.1.  Time  and  Place.   The  closing  of  the  transactions
          contemplated by this Agreement (the "Closing") shall take place at the
          offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New
          York  10178 at such  time and on such date as Buyer  and  Pearson  may
          agree (the "Closing Date"),  but in no event later than eight Business
          Days following receipt of the approval described in Section 3.4(ii).

     (c)  The  definition of "Final  Transfer Date" in Section 11.2 of the Asset
          Purchase  Agreement is hereby  amended and restated in its entirety to
          be and to read as follows:

          "Final Transfer Date" means May 21, 1999.

     (d)  The  definition  of "Inventory  Target  Amount" in Section 11.2 of the
          Asset  Purchase  Agreement  is  hereby  amended  and  restated  in its
          entirety to be and to read as follows:

          "Inventory Target Amount" means $1,300,000 reduced by the value of all
          Inventory  (as of the Closing  Date) that relates to a Title that is a
          Retained Title after the Outside  Consent Date, and further reduced by
          the value (determined using the same policies, practices and estimates
          described in Section 2.3) of all  inventory  (as of the Closing  Date)
          relating  to  Jordan-Bychkov/Domosh,  The  Human  Mosaic:  A  Thematic
          Introduction to Cultural Geography and its related ancillary materials
          (collectively,  the "Retained  Geography Title"),  including,  but not
          limited  to, all  assembled  and  salable  inventory  of the  Retained
          Geography  Title,  all  free-with-order  and  sample  materials,   all
          materials and supplies, and all work in process solely relating to the
          Retained  Geography Title and owned by any Seller or its Affiliates as
          of the Closing Date.

     (e)  The definition of "Outside  Consent Date" in Section 11.2 of the Asset
          Purchase  Agreement is hereby  amended and restated in its entirety to
          be and to read as follows:

          "Outside Consent Date" means May 19, 1999.

     (f)  Schedules  1.1(a),  1.1(b),  2.2,  4.6,  4.13  and  6.12 to the  Asset
          Purchase  Agreement are hereby  deleted in their entirety and replaced
          with the corresponding schedules attached hereto.

          Section 2. Effect of Amendments. Except as and to the extent expressly
          modified by this Amendment,  the Asset Purchase Agreement shall remain
          in full force and effect in all respects.

          Section 3.  Governing  Law.  This  Amendment  shall be governed by and
          construed in  accordance  with the laws of the State of New York,  and
          for greater certainty, the provisions set forth in Section 12.9 of the
          Asset Purchase Agreement are incorporated herein by reference and made
          a part hereof.

          Section 4. Counterparts. This Amendment may be executed simultaneously
          in any number of  counterparts,  each of which will be deemed to be an
          original,  but all of which together shall constitute one and the same
          instrument.

                           [signature page to follow]



     IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment as of
the day and year first above written.

                                  PEARSON INC.

                                  By:___________________________
                                     Name:
                                     Title:


                                  JOHN WILEY & SONS, INC.

                                  By:___________________________
                                     Name:
                                     Title: