WRC MEDIA INC., WEEKLY READER CORPORATION
                           AND COMPASSLEARNING, INC.
                           OFFER FOR ALL OUTSTANDING
                   12 3/4% SENIOR SUBORDINATED NOTES DUE 2009
                                IN EXCHANGE FOR
                     UP TO $152,000,000 PRINCIPAL AMOUNT OF
                   12 3/4% SENIOR SUBORDINATED NOTES DUE 2009
                PURSUANT TO THE PROSPECTUS, DATED [  -  ], 2000

To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

    WRC Media Inc., a Delaware corporation, Weekly Reader Corporation, a
Delaware corporation, and CompassLearning, Inc., a Delaware corporation,
(collectively, the "Company"), hereby offer to exchange (the "Exchange Offer"),
upon and subject to the terms and conditions set forth in the Prospectus dated
[  -  ], 2000 (the "Prospectus") and the enclosed letter of transmittal (the
"Letter of Transmittal"), up to $152,000,000 aggregate principal amount of new
12 3/4% Senior Subordinated Notes due 2009, which will be freely transferable
(the "New Notes"), for any and all outstanding 12 3/4% Senior Subordinated Notes
due 2009, which have certain transfer restrictions (the "Old Notes"). The
Exchange Offer is intended to satisfy certain obligations of the Company
contained in the Registration Rights Agreement dated as of November 17, 1999,
between the Company and the Donaldson, Lufkin & Jenrette Securities Corporation
and Banc of America Securities LLC.

    We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:

    1.  Prospectus dated [  -  ], 2000;

    2.  The Letter of Transmittal for your use and for the information of your
       clients;

    3.  A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
       if certificates for Old Notes are not immediately available or time will
       not permit all required documents to reach the Exchange Agent prior to
       the Expiration Date (as defined below) or if the procedure for book-entry
       transfer cannot be completed on a timely basis;

    4.  A form of letter which may be sent to your clients for whose account you
       hold Old Notes registered in your name or the name of your nominee, with
       space provided for obtaining such clients' instructions with regard to
       the Exchange Offer;

    5.  Guidelines for Certification of Taxpayer Identification Number on
       Substitute Form W-9; and

    6.  Return envelopes addressed to Bankers Trust Corporation, the Exchange
       Agent for the Old Notes.

    YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON [  -  ], 2000 (THE "EXPIRATION DATE"), UNLESS
EXTENDED BY THE COMPANY. ANY OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER
MAY BE WITHDRAWN AT ANY TIME BEFORE 5:00 PM., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.

    To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or facsimile thereof or a message from The Depository
Trust Company stating that the tendering holder has expressly acknowledged
receipt of, and agreement to be bound by and held accountable under, the Letter
of Transmittal), with any required signature guarantees and any other required
documents, must be sent to the Exchange Agent and certificates representing the
Old Notes must be delivered to the Exchange Agent, all in accordance with the
instructions set forth in the Letter of Transmittal and the Prospectus.

    If holders of Old Notes wish to tender, but it is impracticable for them to
forward their certificates for Old Notes prior to the expiration of the Exchange
Offer or to comply with the book-entry transfer procedures on a timely basis, a
tender may be effected by following the guaranteed delivery procedures described
in the Prospectus under "Exchange Offer--Guaranteed Delivery Procedures."

    Any inquiries you may have with respect to the Exchange Offer or requests
for additional copies of the enclosed materials should be directed to the
Exchange Agent for the Old Notes, at its address and telephone number set forth
on the front of the Letter of Transmittal.

                                          Very truly yours,
                                          WRC Media Inc.
                                          Weekly Reader Corporation
                                          CompassLearning, Inc.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.