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 Our Clients:

    Enclosed for your consideration is a Prospectus dated [  -  ], 2000 (the
"Prospectus") and the related letter of transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of WRC Media Inc., a
Delaware corporation, Weekly Reader Corporation, a Delaware corporation, and
CompassLearning, Inc., a Delaware corporation, (collectively, the "Company") to
exchange 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"), upon the terms and
subject to the conditions described in the Prospectus and the related Letter of
Transmittal. 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.

    This material is being forwarded to you as the beneficial owner of the Old
Notes carried by us for your account but not registered in your name. A TENDER
OF SUCH OLD NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS.

    Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Old Notes held by us for your account, pursuant to the terms and
conditions set forth in the enclosed Prospectus and Letter of Transmittal.

    Please forward your instructions to us a promptly as possible in order to
permit us to tender the Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. 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withdrawn any time before 5:00 p.m., New York City time, on the Expiration Date.

    Your attention is directed to the following:

    1.  The Exchange Offer is for any and all Old Notes.

    2.  The Exchange Offer is subject to certain conditions set forth in the
       Prospectus in the section captioned "Exchange Offer--Conditions to the
       Exchange Offer."

    3.  The Exchange Offer expires at 5:00 p.m., New York City time, on the
       Expiration Date, unless extended by the Company.

    If you wish to have us tender your Old Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter.

    THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY
NOT BE USED DIRECTLY BY YOU TO TENDER OLD NOTES.

                          INSTRUCTIONS WITH RESPECT TO
                               THE EXCHANGE OFFER

    The undersigned acknowledge(s) receipt of this letter and the enclosed
materials referred to therein relating to the Exchange Offer made by the Company
with respect to the Old Notes.

    This will instruct you to tender the Old Notes held by you for the account
of the undersigned, upon and subject to terms and conditions set forth in the
Prospectus and the related Letter of Transmittal.

    Please tender the Old Notes held by you for the account of the undersigned
as indicated below:



                                               AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES
                                            
12 3/4% Senior subordinated Notes Due 2009...
/ / Please do not tender any Old Notes held
    by you for the account of the
    undersigned.

Dated: , 2000
                                                               Signature(s)

                                                         Please print name(s) here

                                                                Address(es)

                                                   Area Code(s) and Telephone Number(s)

                                               Tax Identification or Social Security No(s).


    NONE OF THE OLD NOTES HELD BY US FOR YOUR ACCOUNT WILL BE TENDERED UNLESS WE
RECEIVE WRITTEN INSTRUCTIONS FROM YOU TO DO SO. UNLESS A SPECIFIC CONTRARY
INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR SIGNATURE(S) HEREON SHALL
CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL THE OLD NOTES HELD BY US FOR YOUR
ACCOUNT.