OFFER TO PURCHASE FOR CASH
                 ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK

                                       OF
                               HUNGRY MINDS, INC.

                                       AT
                               $6.09 NET PER SHARE

                                       BY
                              HMI ACQUISITION CORP.
                 A DIRECT OR INDIRECT WHOLLY OWNED SUBSIDIARY OF
                             JOHN WILEY & SONS, INC.

- --------------------------------------------------------------------------------
         THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
               NEW YORK CITY TIME, ON MONDAY, SEPTEMBER 17, 2001,
                          UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------

THIS OFFER IS BEING MADE IN  CONNECTION  WITH THE  AGREEMENT AND PLAN OF MERGER,
DATED AS OF AUGUST  12,  2001,  AMONG  JOHN WILEY & SONS,  INC.  ("WILEY"),  HMI
ACQUISITION  CORP. AND HUNGRY MINDS,  INC. (THE  "COMPANY").

THE OFFER IS BEING MADE FOR ALL  OUTSTANDING  SHARES OF CLASS A COMMON  STOCK OF
THE COMPANY AND IS  CONDITIONED  UPON,  AMONG OTHER THINGS,  THERE BEING VALIDLY
TENDERED AND NOT PROPERLY  WITHDRAWN  PRIOR TO THE EXPIRATION  DATE OF THE OFFER
THAT NUMBER OF SHARES WHICH, TOGETHER WITH ANY OTHER SHARES THEN OWNED BY WILEY,
HMI ACQUISITION  CORP. OR ANY AFFILIATE OF WILEY OR HMI ACQUISITION CORP. ON THE
DATE SUCH  SHARES ARE  PURCHASED,  CONSTITUTES  AT LEAST A MAJORITY OF THE TOTAL
OUTSTANDING  SHARES OF THE COMPANY,  CALCULATED  ON A FULLY DILUTED  BASIS.  THE
OFFER IS ALSO  SUBJECT  TO THE  OTHER  CONDITIONS  SET  FORTH  IN THIS  OFFER TO
PURCHASE. SEE SECTION 15.

                                   ----------

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY HAS DETERMINED THAT THE MERGER
AGREEMENT,  THE  OFFER,  THE  MERGER  (EACH AS  DEFINED  HEREIN)  AND THE  OTHER
TRANSACTIONS  CONTEMPLATED BY THE MERGER AGREEMENT ARE ADVISABLE AND FAIR TO AND
IN THE BEST  INTERESTS  OF THE COMPANY  AND ITS  STOCKHOLDERS;  UNANIMOUSLY  HAS
APPROVED OF AND ADOPTED THE MERGER  AGREEMENT;  AND UNANIMOUSLY  RECOMMENDS THAT
THE  COMPANY'S  STOCKHOLDERS  ACCEPT THE OFFER,  TENDER  THEIR SHARES OF COMPANY
COMMON  STOCK  PURSUANT TO THE OFFER AND APPROVE AND ADOPT THE MERGER  AGREEMENT
AND THE MERGER.


                                    IMPORTANT

If you wish to tender all or any portion of your Shares,  you should  either (1)
complete and sign the Letter of Transmittal in accordance with the  instructions
in the Letter of  Transmittal,  have your  signature  guaranteed  if required by
Instruction  1 to the  Letter of  Transmittal,  mail or  deliver  the  Letter of
Transmittal and any other required  documents to EquiServe  Trust Company,  N.A.
(the  "Depositary")  and either (a) deliver the  certificates for such Shares to
the  Depositary  along with the Letter of Transmittal or (b) deliver such Shares
pursuant to the procedure for book-entry  transfer as set forth in Section 3, in
each case prior to the  expiration  of the Offer,  or (2) request  your  broker,
dealer,   commercial  bank,  trust  company  or  other  nominee  to  effect  the
transaction  for you.  If you have  Shares  registered  in the name of a broker,
dealer,  commercial bank, trust company or other nominee, you must contact it if
you desire to tender your Shares.

If you wish to  tender  Shares  and your  certificates  for the  Shares  are not
immediately  available  or the  procedure  for  book-entry  transfer  cannot  be
completed on a timely basis,  or time will not permit all required  documents to
reach the Depositary  prior to the  Expiration  Date (as defined  herein),  your
tender may be effected by following the procedure  for  guaranteed  delivery set
forth in Section 3.

Questions and requests for assistance may be directed to the  Information  Agent
at its address and telephone number set forth on the back cover of this Offer to
Purchase.   Additional  copies  of  this  Offer  to  Purchase,   the  Letter  of
Transmittal,  the Notice of Guaranteed  Delivery and other related materials may
be obtained  from the  Information  Agent or from brokers,  dealers,  commercial
banks, trust companies or other nominees.


August 20, 2001



                                TABLE OF CONTENTS

                                                                            PAGE

SUMMARY TERM SHEET .......................................................     i

INTRODUCTION .............................................................     1

THE OFFER ................................................................     4
    1. Terms of the Offer; Expiration Date ...............................     4
    2. Acceptance for Payment and Payment ................................     6
    3. Procedures for Accepting the Offer and Tendering Shares ...........     7
    4. Withdrawal Rights .................................................    10
    5. Certain Federal Income Tax Consequences ...........................    10
    6. Price Range of the Shares .........................................    11
    7. Effect of the Offer on the Market for the Shares; Nasdaq Listing;
         Exchange Act Registration .......................................    11
    8. Information Concerning the Company ................................    12
    9. Information Concerning Purchaser and Wiley ........................    13
   10. Background of the Offer; Contacts with the Company ................    14
   11. Purpose of the Offer; Plans for the Company .......................    15
   12. Description of Merger Agreement, Voting and Tender Agreement
         and Confidentiality Agreement; Appraisal Rights and
         Related Information .............................................    16
   13. Source and Amount of Funds ........................................    31
   14. Dividends and Distributions .......................................    31
   15. Certain Conditions of the Offer ...................................    31
   16. Legal Matters; Required Regulatory Approvals ......................    33
   17. Fees and Expenses .................................................    34
   18. Miscellaneous .....................................................    35

SCHEDULE I

   DIRECTORS AND EXECUTIVE OFFICERS OF WILEY .............................   I-1

SCHEDULE II

   DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER .........................  II-1

SCHEDULE III

   DIRECTORS AND EXECUTIVE OFFICERS OF HMI INVESTMENT, INC ............... III-1

SCHEDULE IV

   DIRECTORS AND EXECUTIVE OFFICERS OF HMI INVESTMENT, LIMITED ...........  IV-1



                               SUMMARY TERM SHEET

     HMI ACQUISITION CORP. IS OFFERING TO PURCHASE ALL OF THE OUTSTANDING SHARES
OF CLASS A COMMON STOCK OF HUNGRY  MINDS,  INC.  ("HUNGRY  MINDS") FOR $6.09 PER
SHARE IN CASH.  THE  FOLLOWING  ARE ANSWERS TO SOME OF THE  QUESTIONS  YOU, AS A
STOCKHOLDER OF HUNGRY MINDS,  MAY HAVE ABOUT THE OFFER.  WE URGE YOU TO READ THE
REMAINDER  OF THIS OFFER TO  PURCHASE  AND THE LETTER OF  TRANSMITTAL  CAREFULLY
BECAUSE THE  INFORMATION IN THIS SUMMARY IS NOT COMPLETE.  ADDITIONAL  IMPORTANT
INFORMATION  IS  CONTAINED  IN THE  REMAINDER  OF THIS OFFER TO PURCHASE AND THE
LETTER OF TRANSMITTAL.


Q.   WHO IS OFFERING TO BUY MY SHARES?

     o  Our name is HMI Acquisition Corp. We are a Delaware  corporation  formed
        for the purpose of making this tender offer. We are a direct or indirect
        wholly  owned  subsidiary  of  John  Wiley  &  Sons,  Inc.,  a New  York
        corporation ("Wiley") and a developer,  publisher and seller of products
        in print and electronic media for educational, professional, scientific,
        technical,  medical and consumer markets  worldwide.  See "Introduction"
        and Section 9.

Q.   WHAT IS HMI ACQUISITION CORP. SEEKING TO PURCHASE,  AT WHAT PRICE, AND DO I
     HAVE TO PAY ANY BROKERAGE OR SIMILAR FEES TO TENDER?

     o  We are  offering to purchase  all of the  outstanding  shares of Class A
        Common  Stock of Hungry  Minds.  We are offering to pay $6.09 per share,
        net to you, in cash and without interest. If you are the record owner of
        your shares and you tender your shares to us in the offer,  you will not
        have to pay any  brokerage  or similar  fees.  However,  if you own your
        shares  through a broker or other  nominee,  your  broker or nominee may
        charge you a fee to tender. You should consult your broker or nominee to
        determine  whether any charges will apply.  You should also consult your
        tax  advisor  regarding  the  particular  tax  consequences  to  you  of
        tendering your shares. See "Introduction" and Sections 1 and 5.

Q.   DO YOU HAVE THE FINANCIAL RESOURCES TO PAY FOR THE SHARES?

     o  Wiley,  our parent  company,  will provide us with  sufficient  funds to
        purchase all shares  tendered in the offer and any shares to be acquired
        in the merger that is expected to follow the  successful  completion  of
        the offer.  The offer is not conditioned on any financing  arrangements.
        See Section 13.

Q.   IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN THE OFFER?

     o  We do not think our  financial  condition  is relevant to your  decision
        whether to tender shares and accept the offer because:

          o    the  offer is being  made for all  outstanding  shares of Class A
               Common Stock solely for cash,

          o    our  obligation  to  purchase  your  shares  in the  offer is not
               subject to any financing condition and

          o    if we complete the offer,  we will acquire all  remaining  shares
               for the same cash price in the  merger.  See  "Introduction"  and
               Sections 1, 11 and 12.

Q.   HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?

     o  You will have until at least  12:00  midnight,  New York City  time,  on
        Monday,  September  17, 2001 to tender  your shares in the offer.  Under
        certain  circumstances,  we  may  extend  the  offer.  If the  offer  is
        extended,  we will issue a press release announcing the extension on the
        first  business  morning  following  the date the offer was scheduled to
        expire. See Section 1.

                                       i



Q.   WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?

     o  The most significant conditions to the offer are that:

          o  Hungry  Minds  stockholders  validly  tender  and do  not  properly
             withdraw  before the  expiration  date of the offer that  number of
             shares  which,  together with any other shares then owned by Wiley,
             HMI Acquisition  Corp. or any affiliate of Wiley or HMI Acquisition
             Corp. on the date such shares are purchased, constitutes at least a
             majority of the total outstanding shares of the Company, calculated
             on a fully diluted basis.  International  Data Group,  Inc. and its
             wholly owned subsidiary,  IDG Enterprises,  Inc. (together, we will
             refer  to  them  as  "IDG"),  which  own  approximately  75% of the
             outstanding  shares,  have  agreed with us that IDG will tender its
             shares in the offer and, if it does so, this  condition will be met
             whether or not other stockholders tender their shares;

          o  no material adverse effect (as defined in the Agreement and Plan of
             Merger) on Hungry Minds has occurred since August 12, 2001;

          o  the applicable waiting period under the Hart-Scott-Rodino Antitrust
             Improvements  Act  of  1976,  as  amended,   has  expired  or  been
             terminated; and

          o  the  consolidated  funded debt of Hungry Minds and its subsidiaries
             as  of  the  expiration  date  of  the  Offer  is no  greater  than
             $92,500,000.

          The offer is also subject to a number of other conditions. See Section
          15.

Q.   HOW DO I TENDER MY SHARES?

     o  To tender your shares,  you must completely fill out the enclosed letter
        of transmittal  and deliver it, along with your share  certificates,  to
        the depositary  prior to the expiration of the offer. If your shares are
        held in street name (i.e.,  through a broker,  dealer or other nominee),
        they can be  tendered  by your  nominee  through  The  Depository  Trust
        Company. If you cannot deliver all necessary documents to The Depository
        Trust Company in time,  you might be able to complete and deliver to the
        depositary,  in lieu of the missing  documents,  the enclosed  notice of
        guaranteed  delivery,  provided  you are able to fully  comply  with its
        terms. See Section 3.

Q.   IF I ACCEPT THE OFFER, WHEN WILL I GET PAID?

     o  Provided the  conditions  to the offer are satisfied and we complete the
        offer and accept your shares for payment, you will receive a check equal
        to the number of shares you tendered multiplied by $6.09, subject to any
        required withholding for taxes as promptly as practicable  following the
        expiration of the offer. See Section 2.

Q.   CAN I WITHDRAW MY PREVIOUSLY TENDERED SHARES?

     o  You may  withdraw  some or all of your  tendered  shares  by  delivering
        written or facsimile notice to the depositary prior to the expiration of
        the  offer.  Further,  if we have not agreed to accept  your  shares for
        payment by October 18, 2001 (60 days after the commencement  date of the
        offer),  you may withdraw them at any time after that date,  unless they
        previously have been accepted for payment.  Once shares are accepted for
        payment, they cannot be withdrawn. Your right to withdraw will not apply
        to any subsequent offering period, if one is provided. See Section 4.

Q.   HAVE ANY STOCKHOLDERS AGREED TO TENDER THEIR SHARES?

     o  Yes. IDG,  which owns  approximately  75% of Hungry  Minds'  outstanding
        shares as of August 12, 2001, has agreed to support the  transaction and
        tender its Hungry Minds shares pursuant to our offer. IDG owns a

                                       ii




        sufficient  number  of  shares so that the  tender  of its  shares  will
        satisfy the minimum condition contained in the offer.

Q.   WHAT DOES THE BOARD OF DIRECTORS OF HUNGRY MINDS THINK OF THIS OFFER?

     o  We are making this offer pursuant to a merger  agreement among us, Wiley
        and Hungry Minds.  The Hungry Minds board of directors  has  unanimously
        approved the merger agreement, and the transactions  contemplated by the
        merger  agreement,  including  the  offer and the  merger.  The board of
        directors of Hungry Minds has unanimously  determined that the offer and
        the merger are advisable,  fair to, and in the best interests of, Hungry
        Minds' stockholders.

        The  Hungry  Minds  board  of  directors  unanimously   recommends  that
        stockholders  of Hungry  Minds  accept the offer and tender all of their
        shares. See "Introduction."


Q.   WHAT WILL HAPPEN TO HUNGRY MINDS?

     o  If the offer is consummated,  HMI Acquisition  Corp.  thereafter will be
        merged with and into Hungry  Minds,  with Hungry  Minds  surviving  as a
        direct or indirect wholly owned subsidiary of Wiley. See  "Introduction"
        and Section 11.

Q.   IF I DO NOT TENDER BUT THE TENDER OFFER IS SUCCESSFUL,  WHAT WILL HAPPEN TO
     MY SHARES?

     o  If the merger takes place,  stockholders  who do not tender in the offer
        will  receive in the merger the same  amount of cash per share that they
        would have received had they tendered their shares in the offer, subject
        to their right to pursue  their  appraisal  rights under  Delaware  law.
        Therefore,  if the  merger  takes  place  and  you do not  perfect  your
        appraisal  rights,  the only  difference to you between  tendering  your
        shares and not tendering your shares is that you will be paid earlier if
        you  tender  your  shares.  However,  if for any  reason  the  offer  is
        completed and the merger does not take place, the number of stockholders
        and the number of shares of Hungry  Minds that are still held by persons
        other than Wiley,  HMI Acquisition  Corp. or their  affiliates may be so
        small that there may no longer be an active public  trading  market (or,
        possibly, any public trading market) for the shares. Also, Hungry Minds'
        shares may no longer be  eligible  to be traded on the  Nasdaq  National
        Market or any other  securities  exchange,  and  Hungry  Minds  may,  if
        otherwise  permitted to do so, cease making  filings with the Securities
        and Exchange Commission (the "SEC") or otherwise cease being required to
        comply with the SEC's rules  relating to publicly  held  companies.  See
        Sections 7 and 12.

Q.   ARE APPRAISAL RIGHTS AVAILABLE IN EITHER THE OFFER OR THE MERGER?

     o  Appraisal rights are not available in the offer.  However, if you choose
        not to tender,  and the offer is consummated,  appraisal  rights will be
        available in the merger of HMI  Acquisition  Corp. and Hungry Minds.  If
        you choose to exercise your  appraisal  rights,  and you comply with the
        applicable legal requirements,  you will be entitled to payment for your
        shares  based on an  independent  appraisal  of the  fair  value of your
        shares.  This fair value may be more or less than  $6.09 per share.  See
        Section 12.

Q.   WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER AND THE MERGER?

     o  The receipt of cash by you in exchange  for your shares  pursuant to the
        offer,  the merger or upon  exercise  of  appraisal  rights is a taxable
        transaction  for federal  income tax  purposes and may also be a taxable
        transaction  under  applicable  state,  local or  foreign  tax laws.  In
        general, you will recognize capital gain or loss equal to the difference
        between your  adjusted tax basis in the shares you tender and the amount
        of cash

                                      iii



        you receive for those shares.  You should consult your tax advisor about
        the particular tax consequences of tendering your shares. See Section 5.

Q.   WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?

     o  On August 10, 2001, the last Nasdaq  National  Market trading day before
        Wiley and  Hungry  Minds  announced  that  they had  signed  the  merger
        agreement,  the last sale price of Hungry  Minds  stock  reported on the
        Nasdaq National Market was $6.90 per share. On August 16, 2001, the next
        to last trading day before we commenced our tender offer,  the last sale
        price of Hungry Minds stock on the Nasdaq  National Market was $6.04 per
        share. We advise you to obtain a recent quotation for Hungry Minds stock
        before deciding whether or not to tender your shares. See Section 6.

Q.   WHO MAY I CALL WITH QUESTIONS?

     o  You may call D.F. King & Co., Inc. at 1-800-207-3156  with any questions
        you may have. D.F. King & Co., Inc. is acting as the  Information  Agent
        for our tender offer. See the back cover of this Offer to Purchase.

                                       iv




To:      All Holders of Shares of Class A Common Stock of
         Hungry Minds, Inc.:


                                  INTRODUCTION

     HMI Acquisition Corp., a Delaware corporation ("Purchaser") and a direct or
indirect  wholly  owned  subsidiary  of  John  Wiley & Sons,  Inc.,  a New  York
corporation ("Wiley"), is offering to purchase all outstanding shares of Class A
Common Stock, par value $0.001 per share (the "Shares"),  of Hungry Minds, Inc.,
a Delaware corporation ("Hungry Minds" or the "Company"), at a purchase price of
$6.09 per Share, net to the seller in cash, without interest thereon (the "Offer
Price"),  on the terms and subject to the  conditions set forth in this Offer to
Purchase  and in the  related  Letter  of  Transmittal  (which,  as  amended  or
supplemented from time to time, collectively constitute the "Offer").

     Tendering  stockholders  whose Shares are registered in their own names and
who tender  directly to the  Depositary (as defined below) will not be obligated
to pay brokerage fees or commissions or, except as set forth in Instruction 6 of
the Letter of Transmittal, stock transfer taxes on the purchase of Shares in the
Offer.  However, if you do not complete and sign the Substitute Form W-9 that is
included in the Letter of  Transmittal,  you may be subject to a required backup
U.S.  federal  income  tax  withholding  at a rate  equal to the  fourth  lowest
ordinary  income tax rate  applicable to unmarried  individuals  (currently at a
rate of 30.5%,  effective until December 31, 2001).  Stockholders who hold their
Shares through a bank or broker should check with such institution as to whether
they charge any service  fees.  We will pay all fees and  expenses of  EquiServe
Trust  Company,  N.A.  (the  "Depositary"),  and  D.F.  King  & Co.,  Inc.  (the
"Information Agent"), incurred in connection with the Offer. See Section 5.

     We are making the Offer pursuant to the Agreement and Plan of Merger, dated
as of August 12, 2001 (the "Merger Agreement"),  among Wiley,  Purchaser and the
Company. Following the completion of the Offer and the satisfaction or waiver of
certain  conditions,  Purchaser  will  merge  with  and into  the  Company  (the
"Merger"),  and the Company will be the surviving  corporation in the Merger. In
the Merger, each outstanding Share (other than Shares held by (i) the Company or
any of its  subsidiaries,  (ii)  Wiley,  Purchaser  or any of Wiley's  direct or
indirect wholly owned  subsidiaries  and (iii)  stockholders who are entitled to
and have properly  exercised their appraisal  rights under the Delaware  General
Corporation  Law, as amended (the "DGCL"))  will be converted  into the right to
receive  the Offer  Price,  or any  higher  price per Share  paid in the  Offer,
without interest.

     Concurrently  with  the  execution  of  the  Merger  Agreement,  Wiley  and
Purchaser  entered  into a Voting and Tender  Agreement,  dated as of August 12,
2001 (the "Voting and Tender  Agreement"),  with  International Data Group, Inc.
and its wholly owned subsidiary, IDG Enterprises,  Inc. (together, we will refer
to them as "IDG").  IDG has  voting  and  dispositive  control  over  11,166,949
Shares.  As of August 16, 2001, these Shares represent  approximately 75% of the
outstanding  Shares  and  approximately  75% of the  total  voting  power of the
outstanding Shares. Pursuant to the Voting and Tender Agreement, IDG has agreed,
among  other  things,  to tender  all its Shares  pursuant  to the Offer and has
agreed to vote its Shares in favor of the Merger.  IDG owns a sufficient  number
of Shares so that the tender of its Shares in the Offer as  contemplated  by the
Voting and Tender  Agreement  will  satisfy  the Minimum  Condition  (as defined
below).

     The Merger  Agreement  and the Voting and Tender  Agreement  are more fully
described in Section 12.

     THE BOARD OF DIRECTORS OF THE COMPANY (THE "COMPANY BOARD") HAS UNANIMOUSLY
APPROVED THE MERGER AGREEMENT,  THE OFFER, THE MERGER AND THE OTHER TRANSACTIONS
CONTEMPLATED BY THE MERGER AGREEMENT;  HAS UNANIMOUSLY DETERMINED THAT THE TERMS
OF THE OFFER AND THE MERGER ARE  ADVISABLE,  FAIR TO, AND IN THE BEST  INTERESTS
OF, THE COMPANY'S  STOCKHOLDERS;  AND UNANIMOUSLY  RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.

                                       1



     MORGAN  STANLEY  &  CO.  INCORPORATED  ("MORGAN  STANLEY"),  THE  COMPANY'S
FINANCIAL ADVISOR,  HAS DELIVERED TO THE COMPANY BOARD ITS WRITTEN OPINION DATED
THE DATE OF THE MERGER  AGREEMENT  THAT AS OF SUCH DATE AND BASED ON AND SUBJECT
TO CERTAIN MATTERS STATED IN THE OPINION, THE $6.09 PER SHARE CASH CONSIDERATION
TO BE RECEIVED BY THE HOLDERS OF CLASS A COMMON STOCK OF THE COMPANY PURSUANT TO
THE MERGER  AGREEMENT WAS FAIR, FROM A FINANCIAL POINT OF VIEW, TO SUCH HOLDERS.
A  COPY  OF  THE  OPINION  OF  MORGAN  STANLEY  IS  ATTACHED  TO  THE  COMPANY'S
SOLICITATION/RECOMMENDATION  STATEMENT ON SCHEDULE 14D-9 (THE "SCHEDULE 14D-9"),
WHICH  HAS  BEEN  FILED  WITH  THE  SECURITIES  AND  EXCHANGE   COMMISSION  (THE
"COMMISSION")  AND  IS  BEING  MAILED  WITH  THIS  DOCUMENT.   STOCKHOLDERS  ARE
ENCOURAGED  TO READ THE OPINION  CAREFULLY AND IN ITS ENTIRETY FOR A DESCRIPTION
OF THE ASSUMPTIONS MADE, PROCEDURES FOLLOWED, MATTERS CONSIDERED AND LIMITATIONS
OF THE REVIEW UNDERTAKEN BY MORGAN STANLEY IN CONNECTION WITH SUCH OPINION.

     THE OFFER IS  CONDITIONED  UPON,  AMONG OTHER  THINGS,  THERE BEING VALIDLY
TENDERED AND NOT PROPERLY  WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN
SECTION 1 BELOW) THAT NUMBER OF SHARES  WHICH,  TOGETHER  WITH ANY OTHER  SHARES
THEN OWNED BY WILEY,  PURCHASER  OR ANY  AFFILIATE  OF WILEY OR PURCHASER ON THE
DATE SUCH  SHARES ARE  PURCHASED,  CONSTITUTES  AT LEAST A MAJORITY OF THE TOTAL
OUTSTANDING  SHARES OF HUNGRY MINDS,  CALCULATED ON A FULLY DILUTED BASIS ON THE
DATE OF PURCHASE (THE "MINIMUM CONDITION"). THE OFFER ALSO IS SUBJECT TO CERTAIN
OTHER CONDITIONS. SEE SECTION 15.

     The Company has  informed us that,  as of August 16,  2001,  there were (a)
14,807,784 Shares issued and outstanding,  and (b) 2,200,113 Shares reserved for
issuance upon the exercise of outstanding stock options.  Each Share is entitled
to one vote.  As a result,  as of such date,  the number of Shares  that must be
validly  tendered and not properly  withdrawn  prior to the  Expiration  Date in
order to satisfy the Minimum Condition is 7,403,893. IDG, which holds 11,166,949
Shares,  has agreed in the Voting and Tender  Agreement  to tender its Shares in
the Offer.  Even if no Shares  are  tendered  other than those held by IDG,  the
Minimum  Condition  would be  satisfied  by the  tender by IDG of its  Shares in
accordance with the Voting and Tender Agreement.

     Certain other  conditions to the consummation of the Offer are described in
Section 15. Subject to the terms of the Merger  Agreement,  we expressly reserve
the right to waive any one or more of the  conditions to the Offer.  Pursuant to
the Merger Agreement,  we have agreed not to waive the Minimum Condition without
the consent of the Company. See Sections 12 and 15.

     The Merger Agreement provides that, effective upon the purchase and payment
by us of Shares  pursuant to the Offer,  we will be entitled to  designate  such
number of  directors,  rounded up to the nearest  whole  number,  on the Company
Board as is equal to the product of the total number of directors on the Company
Board  (giving  effect to the  directors  to be  elected  as  described  in this
sentence)  multiplied  by the  percentage  that the  aggregate  number  of votes
represented by Shares beneficially owned by us (including Shares so accepted for
payment) or any of our affiliates bears to the total number of votes represented
by Shares  then  outstanding.  The  Company  has  agreed to seek and  accept the
resignations  of incumbent  directors in order to enable our  designees to be so
elected  provided  that until the Effective  Time of the Merger (the  "Effective
Time"),  at least two current  directors  who are not  affiliates  of Wiley will
remain on the Company Board. See Section 12.

     The completion of the Merger is subject to the  satisfaction or waiver of a
number of conditions,  including, if required, the approval of the Merger by the
requisite vote or consent of the  stockholders.  In order to approve the Merger,
the Company's  Amended and Restated  Certificate of  Incorporation  requires the
affirmative  vote of  holders  of a majority  of the total  voting  power of all
outstanding  Shares.  As a  result,  if the  Minimum  Condition  and  the  other
conditions to the Offer are satisfied and the Offer is consummated,  we will own
a sufficient number of Shares to ensure that the Merger will be approved.  Under
Delaware  law,  if after  consummation  of the  Offer we own at least 90% of the
Shares then outstanding,  we will be able to cause the Merger to occur without a
vote of the Company's stockholders. See Section 12. If we acquire less than this
amount of  Shares,  a vote of the  Company's  stockholders  or action by written
consent  will be  required  under  Delaware  law to approve  the  Merger,  and a
significantly  longer  period of time will be required to effect the Merger than
if no vote were required.

                                       2



     Certain U.S.  federal income tax  consequences of the sale of Shares in the
Offer and the Merger are described in Section 5.

     THE OFFER IS CONDITIONED  UPON THE FULFILLMENT OF THE CONDITIONS  DESCRIBED
IN SECTION  15 BELOW.  THE OFFER WILL  EXPIRE AT 12:00  MIDNIGHT,  NEW YORK CITY
TIME, ON MONDAY, SEPTEMBER 17, 2001, UNLESS WE EXTEND IT.

     THIS  OFFER TO  PURCHASE  AND THE  RELATED  LETTER OF  TRANSMITTAL  CONTAIN
IMPORTANT  INFORMATION  WHICH YOU  SHOULD  READ  CAREFULLY  BEFORE  YOU MAKE ANY
DECISION WITH RESPECT TO THE OFFER.

                                       3



                                    THE OFFER

     1.   TERMS OF THE OFFER; EXPIRATION DATE.

     Upon the terms and subject to the  conditions of the Offer  (including,  if
the Offer is extended or amended,  the terms and  conditions of any extension or
amendment),  we will  purchase  all Shares  validly  tendered  and not  properly
withdrawn in accordance with the procedures set forth in Section 4 of this Offer
to Purchase on or prior to the Expiration Date. The term "Expiration Date" means
12:00 midnight,  New York City time, on Monday,  September 17, 2001,  unless and
until we, in accordance  with the terms of the Offer,  extend the period of time
for which the Offer is open, in which event the term "Expiration Date" means the
time and date at which the Offer, as so extended, will expire.

     We expressly  reserve the right to modify the terms of the Offer.  However,
in the Merger Agreement,  we have agreed that, without the prior written consent
of the Company, which may be granted or withheld in its sole discretion, we will
not (a) decrease the Offer  Price,  (b) decrease the number of Shares  sought in
the Offer, (c) change the form of consideration payable in the Offer, (d) impose
additional conditions to the Offer, (e) change the Expiration Date of the Offer,
except as provided by the Merger Agreement or required by the Commission, or (f)
otherwise amend or change any term or condition of the Offer in a manner adverse
to the holders of Shares.

     Subject to the  applicable  regulations  of the Commission and the terms of
the Merger  Agreement,  we also reserve the right, in our sole discretion,  from
time to time, to: (a) delay purchase of or,  regardless of whether we previously
purchased any Shares,  payment for any Shares in order to comply with applicable
laws;  (b) terminate the Offer (whether or not any Shares have  previously  been
purchased) if any condition  referred to in Section 15 has not been satisfied or
upon the  occurrence of any event  specified in Section 15, subject to the terms
and  conditions  described  therein;  and (c)  except as set forth in the Merger
Agreement,  waive any condition or otherwise amend the Offer in any respect;  in
each case, by giving oral or written notice of the delay, termination, waiver or
amendment to the Depositary and, other than in the case of any waiver, by making
a public  announcement  thereof. We acknowledge (a) that Rule 14e-1(c) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires us to
pay the  consideration  offered or return the Shares tendered promptly after the
termination  or withdrawal  of the Offer and (b) that we may not delay  purchase
of, or payment for (except as provided in clause (a) of the preceding sentence),
any Shares  upon the  occurrence  of any event  specified  in Section 15 without
extending the period of time during which the Offer is open.

     The rights we reserve in the  preceding  paragraph  are in  addition to our
rights pursuant to Section 15 of this Offer to Purchase.  Any extension,  delay,
termination  or  amendment  of  the  Offer  will  be  followed  as  promptly  as
practicable  by a  public  announcement.  An  announcement,  in the  case  of an
extension, will be made no later than 9:00 a.m., New York City time, on the next
business day after the previously  scheduled  Expiration Date.  Without limiting
the manner in which we may choose to make any  public  announcement,  subject to
applicable law  (including  Rules  14d-4(d) and 14d-6(c)  promulgated  under the
Exchange Act, which require that material  changes be promptly  disseminated  to
holders  of  Shares),  we will  have no  obligation  to  publish,  advertise  or
otherwise  communicate  any such  public  announcement  other  than by issuing a
release to the Dow Jones News Service.

     If we extend the Offer,  are delayed in our  payment for Shares  (after our
acceptance  of Shares  for  payment)  or are  unable to pay for  Shares  for any
reason,  then,  without  prejudice to our rights under the Offer, the Depositary
may retain  tendered  Shares on our behalf and such Shares may not be withdrawn,
except to the extent that  tendering  stockholders  are  entitled to  withdrawal
rights as described in Section 4 of this Offer to Purchase. Our ability to delay
the payment for Shares that we have accepted for payment is limited, however, by
Rule 14e-1(c) promulgated under the Exchange Act, which requires that we pay the
consideration  offered  or  return  the  Shares  deposited  by or on  behalf  of
stockholders  promptly after the termination or withdrawal of the Offer,  unless
we include a subsequent  offering period under Rule 14d-11 promulgated under the
Exchange Act and pay for Shares tendered  during the subsequent  offering period
in accordance with that rule and the terms of the Merger Agreement.

     If we make a material  change in the terms of the  Offer,  or if we waive a
material  condition  to the  Offer,  we will  extend  the Offer and  disseminate
additional tender offer materials to the extent required by Rules 14d-4(d),

                                       4



14d-6(c) and 14e-1 promulgated under the Exchange Act. The minimum period during
which a tender offer must remain open following material changes in the terms of
the offer,  other than a change in price or a change in percentage of securities
sought,  depends upon the facts and circumstances,  including the materiality of
the changes. In the Commission's view, an offer should remain open for a minimum
of five business days from the date the material change is first published, sent
or given to  stockholders,  and,  if material  changes are made with  respect to
information  that  approaches  the  significance  of price and the percentage of
securities  sought,  a minimum of ten business days may be required to allow for
adequate dissemination and investor response. With respect to a change of price,
a minimum  ten  business  day period  from the date of the  change is  generally
required to allow for adequate dissemination to stockholders.  Accordingly,  if,
prior to the Expiration Date, we decrease the number of Shares being sought,  or
increase or decrease the consideration offered pursuant to the Offer, and if the
Offer is scheduled  to expire at any time earlier than the period  ending on the
tenth  business  day from the date that  notice of the  increase  or decrease is
first published, sent or given to holders of Shares, we will extend the Offer at
least until the  expiration of that period of ten business days. For purposes of
the Offer,  a "business  day" means any day other than a  Saturday,  Sunday or a
U.S.  federal  holiday and  consists of the time period from 12:01 a.m.  through
12:00 midnight, New York City time.

     THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS,  THE SATISFACTION OF THE
MINIMUM CONDITION.  THE MINIMUM CONDITION WILL BE SATISFIED BY THE TENDER BY IDG
OF THE SHARES IT OWNS PURSUANT TO THE VOTING AND TENDER AGREEMENT.

     Consummation  of  the  Offer  is  also   conditioned   upon  expiration  or
termination of all waiting  periods imposed by the  Hart-Scott-Rodino  Antitrust
Improvements Act of 1976, as amended,  and the regulations  thereunder (the "HSR
Act"),  and the other  conditions set forth in Section 15 below.  We reserve the
right  (but  are  not  obligated),  in  accordance  with  applicable  rules  and
regulations of the Commission and with the Merger Agreement, to waive any or all
of those conditions.  If, by the Expiration Date, any or all of those conditions
have not been satisfied,  we may,  without the consent of the Company,  elect to
(a) waive all of the unsatisfied  conditions (other than the Minimum  Condition)
and,  subject  to  complying  with  applicable  rules  and  regulations  of  the
Commission,  accept for  payment all Shares so  tendered;  or (b) subject to the
terms of the Merger  Agreement,  terminate  the Offer and not accept for payment
any Shares and return all  tendered  Shares to  tendering  stockholders.  In the
event that we waive any condition set forth in Section 15, the  Commission  may,
if the  waiver is deemed to  constitute  a  material  change to the  information
previously provided to the stockholders,  require that the Offer remain open for
an additional period of time and/or that we disseminate  information  concerning
such waiver.

     The  Merger  Agreement  also  gives us the  right  to  extend  the  initial
Expiration Date,  without the consent of the Company,  in the following  events:
(i) from time to time,  for up to ten business days from the initial  Expiration
Date if, at the initial  Expiration  Date,  one or more  conditions to the Offer
(other than the Minimum Condition) have not been satisfied or waived, until such
conditions are satisfied or waived but not beyond 12:00 midnight,  New York City
time, on October 18, 2001 (60 days after the commencement of the Offer), (ii) in
order to comply with SEC rules and regulations and applicable  laws, or (iii) if
all of the  conditions  to the Offer are  satisfied  or waived but the number of
Shares  validly  tendered and not withdrawn is less than ninety percent (90%) of
the outstanding number of Shares; provided that the Expiration Date of the Offer
may not extend beyond 12:00  midnight,  New York City time, on October 18, 2001;
and provided further, that we (i) accept and pay for Shares validly tendered and
not  withdrawn,  as soon as  reasonably  practical,  prior  to the  date of such
extension, (ii) waive any condition to the consummation of the Merger other than
the requirement that there be no statute, rule or regulation by any governmental
entity or an injunction by a court of competent  jurisdiction which prevents the
consummation of the Merger,  and (iii) otherwise  satisfy the conditions of Rule
14d-11  under the Exchange Act  relating to  "subsequent  offering  periods" (as
listed in the next paragraph). In addition, we have agreed that, if requested by
the Company,  we will extend the Offer if, at the Expiration Date, no conditions
to  the  Offer  (other  than  the  conditions  relating  to  suits,  actions  or
proceedings or applicable  statutes,  rules,  regulations or  injunctions)  then
excuse  performance  by us, for up to 10  business  days  after such  previously
scheduled  Expiration  Date, but in no event later than December 31, 2001.  Upon
the satisfaction or waiver of all the conditions to the Offer and subject to the
terms of the Merger Agreement, we will accept for payment, purchase and pay for,
in accordance with the terms of the Offer,  all Shares validly  tendered and not
withdrawn pursuant to the Offer as soon as

                                       5



reasonably practicable after the expiration of the Offer.

     We will also be able to include a subsequent  offering  period  (within the
        meaning of Rule 14d-11) if it satisfies the following conditions:

     o  the Offer was open for a minimum of 20 business days and has expired;

     o  the Offer is for all outstanding Shares;

     o  we accept and  promptly pay for all Shares  tendered  during the initial
        Offer period;

     o  we announce the results of the Offer,  including the approximate  number
        and  percentage of Shares  tendered,  no later than 9:00 a.m.,  New York
        City  time,  on the next  business  day  after the  Expiration  Date and
        immediately begin the subsequent offering period;

     o  we  immediately  accept and promptly pay for Shares as they are tendered
        during the subsequent offering period; and

     o  we pay the same form and amount of consideration for all Shares tendered
        during the subsequent offering period.

     A subsequent  offering period,  if one is included,  is not an extension of
the Offer. A subsequent  offering period would be an additional  period of time,
following the expiration of the Offer, in which  stockholders  may tender Shares
not tendered during the Offer.

     Pursuant to Rule 14d-7  promulgated  under the Exchange  Act, no withdrawal
rights will apply to Shares  tendered  in a  subsequent  offering  period and no
withdrawal  rights apply during the subsequent  offering  period with respect to
Shares tendered in the Offer and accepted for payment.  The same  consideration,
the Offer Price or any higher price per Share paid in the Offer, will be paid to
stockholders  tendering Shares in the Offer or in a subsequent  offering period,
if one is included.

     The  Company  has  provided  us with its  stockholder  lists  and  security
position  listings  for the  purpose  of  disseminating  the Offer to holders of
Shares.  We will mail this Offer to Purchase,  the related Letter of Transmittal
and other relevant materials to record holders of Shares and we will furnish the
materials to brokers,  dealers,  banks and similar  persons whose names,  or the
names of whose nominees, appear on the stockholder lists or, if applicable,  who
are listed as participants in a clearing agency's security position listing, for
forwarding to beneficial owners of Shares.

     2.   ACCEPTANCE FOR PAYMENT AND PAYMENT.

     Upon the terms and subject to the  conditions of the Offer  (including,  if
the Offer is extended or amended,  the terms and  conditions  of the Offer as so
extended or amended),  we will purchase,  by accepting for payment, and will pay
for  all  Shares  validly  tendered  and not  properly  withdrawn  prior  to the
Expiration Date (as permitted by Section 4) promptly after the later to occur of
(i) the Expiration Date and (ii) subject to compliance with the applicable rules
and  regulations of the  Commission,  including Rule 14e-1(c) under the Exchange
Act,  the  satisfaction  or waiver of the  conditions  to the Offer set forth in
Section 15. In  addition,  subject to  applicable  rules of the  Commission,  we
reserve the right to delay  acceptance  for payment of, or payment  for,  Shares
pending receipt of any regulatory or governmental approvals specified in Section
16.

     For information  with respect to regulatory  approvals that we are required
to obtain prior to the completion of the Offer, see Section 16.

     In all  cases,  we will pay for  Shares  purchased  in the Offer only after
timely receipt by the  Depositary of (a)  certificates  representing  the Shares
("Share  Certificates") or timely confirmation (a "Book-Entry  Confirmation") of
the  book-entry  transfer  of the Shares  into the  Depositary's  account at The
Depository Trust Company (the "Book-Entry Transfer  Facility"),  pursuant to the
procedures  set forth in  Section  3, (b) the  Letter of  Transmittal,  properly
completed  and duly  executed,  with any required  signature  guarantees,  or an
Agent's Message (as defined below) in connection with a book-entry  transfer and
(c) any other documents that the Letter of Transmittal requires.

                                       6



     The term "Agent's  Message"  means a message  transmitted by the Book-Entry
Transfer  Facility to, and received by, the Depositary and forming a part of the
Book-Entry Confirmation,  which states that the Book-Entry Transfer Facility has
received  an express  acknowledgment  from the  participant  in such  Book-Entry
Transfer  Facility  tendering the Shares which are the subject of the Book-Entry
Confirmation  that the  participant  has  received and agrees to be bound by the
terms of the  Letter  of  Transmittal  and that we may  enforce  that  agreement
against the participant.

     For purposes of the Offer,  we will be deemed to have accepted for payment,
and  purchased,  Shares  validly  tendered and not withdrawn if, as, and when we
give oral or written  notice to the  Depositary of our  acceptance of the Shares
for payment  pursuant to the Offer. In all cases,  upon the terms and subject to
the conditions of the Offer,  payment for Shares purchased pursuant to the Offer
will  be made  by  deposit  of the  purchase  price  for  the  Shares  with  the
Depositary,  which will act as agent for tendering  stockholders for the purpose
of  receiving  payment  from us and  transmitting  payment to validly  tendering
stockholders.

     UNDER NO  CIRCUMSTANCES  WILL WE PAY  INTEREST  ON THE  PURCHASE  PRICE FOR
SHARES,  REGARDLESS  OF ANY  EXTENSION  OF THE OFFER OR ANY DELAY IN MAKING SUCH
PAYMENT.

     If we do not  purchase any  tendered  Shares  pursuant to the Offer for any
reason,  or if you submit Share  Certificates  representing more Shares than you
wish to tender, we will return Share  Certificates  representing  unpurchased or
untendered  Shares,  without expense to you (or, in the case of Shares delivered
by book-entry transfer into the Depositary's  account at the Book-Entry Transfer
Facility  pursuant to the  procedures set forth in Section 3, the Shares will be
credited to an account maintained within the Book-Entry Transfer  Facility),  as
promptly as practicable  following the expiration,  termination or withdrawal of
the Offer.

     IF, PRIOR TO THE EXPIRATION  DATE, WE INCREASE THE PRICE OFFERED TO HOLDERS
OF SHARES IN THE OFFER,  WE WILL PAY THE  INCREASED  PRICE TO THE HOLDERS OF ALL
SHARES THAT WE PURCHASE  IN THE OFFER,  WHETHER OR NOT THE SHARES WERE  TENDERED
BEFORE THE INCREASE IN PRICE.

     We reserve the right to  transfer or assign,  in whole or from time to time
in part, to Wiley,  or any of our  affiliates,  the right to purchase all or any
portion of the Shares tendered in the Offer, but any such transfer or assignment
will not relieve us of our obligations  under the Offer or prejudice your rights
to receive  payment for Shares validly  tendered and accepted for payment in the
Offer. However, we have no present intention to effect such transfer.

     3.   PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES.

VALID TENDER OF SHARES

     Except as set forth below,  in order for you to tender Shares in the Offer,
the Depositary  must receive the Letter of Transmittal,  properly  completed and
signed, together with any required signature guarantees or an Agent's Message in
connection with a book-entry delivery of Shares and any other documents that the
Letter of  Transmittal  requires,  at one of its addresses set forth on the back
cover of this Offer to  Purchase on or prior to the  Expiration  Date and either
(a) you must deliver  Share  Certificates  representing  tendered  Shares to the
Depositary  or you  must  cause  your  Shares  to be  tendered  pursuant  to the
procedure  for  book-entry  transfer  set forth  below and the  Depositary  must
receive Book-Entry Confirmation, in each case on or prior to the Expiration Date
or (b) you must comply with the guaranteed delivery procedures set forth below.

     THE METHOD OF  DELIVERY  OF  CERTIFICATES  EVIDENCING  THE  SHARES  ("SHARE
CERTIFICATES"),  THE LETTER OF  TRANSMITTAL  AND ALL OTHER  REQUIRED  DOCUMENTS,
INCLUDING DELIVERY THROUGH THE BOOK-ENTRY  TRANSFER FACILITY,  IS AT YOUR OPTION
AND SOLE RISK,  AND DELIVERY  WILL BE CONSIDERED  MADE ONLY WHEN THE  DEPOSITARY
ACTUALLY  RECEIVES THE SHARE  CERTIFICATES.  IF DELIVERY IS BY MAIL,  REGISTERED
MAIL WITH RETURN RECEIPT  REQUESTED,  PROPERLY INSURED,  IS RECOMMENDED.  IN ALL
CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.

BOOK-ENTRY TRANSFER

     The  Depositary  will make a request to establish  accounts with respect to
the Shares at the Book-Entry  Transfer Facility for purposes of the Offer within
two business days after the date of this Offer to Purchase. Any

                                       7



financial  institution  that is a  participant  in the system of the  Book-Entry
Transfer  Facility  may make  book-entry  delivery  of  Shares  by  causing  the
Book-Entry  Transfer  Facility  to  transfer  the Shares  into the  Depositary's
account at the Book-Entry  Transfer  Facility in accordance  with the Book-Entry
Transfer  Facility's  procedures.  However,  although  Shares  may be  delivered
through  book-entry  transfer into the  Depositary's  account at the  Book-Entry
Transfer  Facility,  the  Depositary  must  receive  the Letter of  Transmittal,
properly  completed and signed,  with any required signature  guarantees,  or an
Agent's Message in connection with a book-entry transfer, and any other required
documents at one of its  addresses  set forth on the back cover of this Offer to
Purchase  on or  before  the  Expiration  Date,  or you  must  comply  with  the
guaranteed delivery procedure set forth below.

     DELIVERY OF DOCUMENTS TO THE  BOOK-ENTRY  TRANSFER  FACILITY IN  ACCORDANCE
WITH THE BOOK-ENTRY TRANSFER FACILITY'S  PROCEDURES DOES NOT CONSTITUTE DELIVERY
TO THE DEPOSITARY.

SIGNATURE GUARANTEES

     A bank, broker,  dealer,  credit union, savings association or other entity
which is a member in good standing of the Securities  Transfer Agents  Medallion
Program (an "Eligible  Institution") must guarantee signatures on all Letters of
Transmittal,  unless the Shares tendered are tendered (a) by a registered holder
of  Shares  who has  not  completed  either  the box  labeled  "Special  Payment
Instructions" or the box labeled "Special  Delivery  Instructions" on the Letter
of  Transmittal  or  (b)  for  the  account  of  an  Eligible  Institution.  See
Instruction 1 of the Letter of Transmittal.

     If the Share Certificates are registered in the name of a person other than
the  signer of the  Letter of  Transmittal,  or if  payment is to be made to, or
Share  Certificates  for  unpurchased  Shares are to be issued or returned to, a
person other than the registered holder, then the tendered  certificates must be
endorsed or accompanied by appropriate stock powers,  signed exactly as the name
or names of the registered  holder or holders appear on the  certificates,  with
the  signatures on the  certificates  or stock powers  guaranteed by an Eligible
Institution as provided in the Letter of Transmittal.  See  Instructions 1 and 5
of the Letter of Transmittal.

     If the Share  Certificates  are forwarded  separately to the Depositary,  a
properly  completed and duly executed Letter of Transmittal  must accompany each
delivery of Share Certificates.

GUARANTEED DELIVERY

     If you want to tender Shares in the Offer and your Share  Certificates  are
not  immediately  available  or time will not permit all  required  documents to
reach the  Depositary on or before the  Expiration  Date, or the  procedures for
book-entry  transfer  cannot be  completed  on a timely  basis,  your Shares may
nevertheless  be  tendered if you comply  with all of the  following  guaranteed
delivery procedures:

          (a)  your tender is made by or through an Eligible Institution;

          (b)  the Depositary receives, as described below, a properly completed
     and signed Notice of Guaranteed  Delivery,  substantially  in the form made
     available by us, on or before the Expiration Date; and

          (c)  the Depositary  receives the Share  Certificates (or a Book-Entry
     Confirmation)   representing  all  tendered  Shares,  in  proper  form  for
     transfer,  together with a properly  completed and duly executed  Letter of
     Transmittal,  with any required signature  guarantees (or, in the case of a
     book-entry transfer, an Agent's Message) and any other document required by
     the Letter of Transmittal,  within three (3) trading days after the date of
     execution of the Notice of Guaranteed  Delivery. A "trading day" is any day
     on which Nasdaq is open for business.

     You may  deliver  the  Notice  of  Guaranteed  Delivery  by  hand,  mail or
facsimile transmission to the Depositary. The Notice of Guaranteed Delivery must
include a  guarantee  by an  Eligible  Institution  in the form set forth in the
Notice of Guaranteed Delivery.

     Notwithstanding  any other  provision of the Offer,  we will pay for Shares
only after timely  receipt by the  Depositary of Share  Certificates  for, or of
Book-Entry Confirmation with respect to, the Shares, a properly

                                       8



completed and duly executed  Letter of  Transmittal,  together with any required
signature  guarantees  (or,  in the case of a  book-entry  transfer,  an Agent's
Message),  and any  other  documents  required  by the  Letter  of  Transmittal.
Accordingly, payment might not be made to all tendering stockholders at the same
time, and will depend upon when the Depositary  receives Share  Certificates  or
Book-Entry   Confirmation  that  the  Shares  have  been  transferred  into  the
Depositary's account at the Book-Entry Transfer Facility.

BACKUP FEDERAL TAX WITHHOLDING

     Under the backup federal income tax withholding  laws applicable to certain
stockholders (other than certain exempt stockholders,  including,  among others,
all  corporations  and  certain  foreign  individuals),  the  Depositary  may be
required to withhold any  payments  made to those  stockholders  pursuant to the
Offer at a rate equal to the fourth lowest  ordinary  income tax rate applicable
to unmarried individuals (currently at a rate of 30.5%, effective until December
31, 2001).  To prevent backup federal income tax  withholding,  you must provide
the Depositary with your correct taxpayer identification number and certify that
you are not subject to backup federal  income tax  withholding by completing the
Substitute Form W-9 included in the Letter of Transmittal. See Instruction 10 of
the Letter of Transmittal.

APPOINTMENT AS PROXY

     By  executing  the  Letter of  Transmittal,  you  irrevocably  appoint  our
designees, and each of them, as your agents, attorneys-in-fact and proxies, with
full  power  of  substitution,  in  the  manner  set  forth  in  the  Letter  of
Transmittal,  to the full extent of your rights with  respect to the Shares that
you tender and that we accept for payment and with  respect to any and all other
Shares and other  securities  or rights  issued or  issuable  in respect of such
Shares  on or after  the date of this  Offer to  Purchase.  All such  powers  of
attorney and proxies will be considered irrevocable and coupled with an interest
in the tendered  Shares.  This appointment will be effective when we accept your
Shares  for  payment  in  accordance  with the  terms of the  Offer.  Upon  such
acceptance  for payment,  all other powers of attorney and proxies  given by you
with respect to your Shares and such other securities or rights granted prior to
such payment will be revoked,  without further action,  and no subsequent powers
of attorney and proxies may be given by you (and,  if given,  will not be deemed
effective).  Our  designees  will,  with  respect  to the  Shares and such other
securities and rights for which the  appointment  is effective,  be empowered to
exercise all your voting and other rights as they in their sole  discretion  may
deem proper at any annual or special meeting of the Company's  stockholders,  or
any  adjournment  or  postponement  thereof,  or by  consent in lieu of any such
meeting. In order for Shares to be deemed validly tendered, immediately upon the
acceptance  for  payment  of such  Shares,  we or our  designee  must be able to
exercise  full voting,  consent and other rights with respect to such Shares and
other securities, including voting at any meeting of stockholders.

DETERMINATION OF VALIDITY

     All  questions as to the form of documents  and the  validity,  eligibility
(including  time of receipt) and  acceptance for payment of any tender of Shares
will be determined by us, in our sole discretion,  which  determination  will be
final and binding on all parties. We reserve the absolute right to reject any or
all tenders  determined  by us not to be in proper form or the  acceptance of or
payment for which may,  in the  opinion of our  counsel,  be  unlawful.  We also
reserve the absolute  right to waive any of the  conditions  of the Offer or any
defect or  irregularity  in any tender of Shares of any  particular  stockholder
whether or not similar defects or irregularities are waived in the case of other
stockholders.

     Our  interpretation  of the terms and conditions of the Offer will be final
and binding.  No tender of Shares will be deemed to have been validly made until
all defects and irregularities with respect to the tender have been waived by us
or cured.  None of Wiley,  Purchaser or any of their  respective  affiliates  or
assigns,  if any, the Depositary,  the Information  Agent or any other person or
entity  will be under  any  duty to give  any  notification  of any  defects  or
irregularities  in tenders or incur any  liability  for failure to give any such
notification.

     Our  acceptance  for  payment  of Shares  tendered  pursuant  to any of the
procedures  described above will constitute a binding  agreement  between us and
you upon the terms and subject to the conditions of the Offer.

                                       9



     4.   WITHDRAWAL RIGHTS.

     Except as  otherwise  provided in this Section 4, tenders of Shares made in
the Offer are  irrevocable.  You may  withdraw  Shares that you have  previously
tendered in the Offer at any time on or before the Expiration  Date and,  unless
theretofore  accepted  for payment as provided  herein,  such Shares may also be
withdrawn at any time after October 18, 2001.

     If, for any reason,  acceptance  for payment of any Shares  tendered in the
Offer is  delayed,  or we are  unable to accept  for  payment  or pay for Shares
tendered in the Offer,  then,  without prejudice to our rights set forth in this
document,  the Depositary may,  nevertheless,  on our behalf, retain Shares that
you have  tendered,  and you may not withdraw  your Shares  except to the extent
that you are  entitled to and duly  exercise  withdrawal  rights as described in
this  Section  4. Any such  delay  will be by an  extension  of the Offer to the
extent required by law.

     In order for your withdrawal to be effective, you must deliver a written or
facsimile  transmission  notice of  withdrawal  to the  Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase. Any such notice
of  withdrawal  must  specify  your name,  the number of Shares that you want to
withdraw  and  (if  Share  Certificates  have  been  tendered)  the  name of the
registered holder of the Shares as shown on the Share Certificate,  if different
from  your  name.  If  Share  Certificates  have  been  delivered  or  otherwise
identified  to the  Depositary,  then  prior  to the  physical  release  of such
certificates,  you must  submit  the  serial  numbers  shown  on the  particular
certificates  evidencing the Shares to be withdrawn and an Eligible  Institution
must  guarantee the signature on the notice of withdrawal  except in the case of
Shares tendered for the account of an Eligible Institution.  If Shares have been
tendered pursuant to the procedures for book-entry transfer set forth in Section
3, the notice of withdrawal must also specify the name and number of the account
at the Book-Entry Transfer Facility to be credited with the withdrawn Shares, in
which  case a  notice  of  withdrawal  will be  effective  if  delivered  to the
Depositary  by any method of delivery  described  in the first  sentence of this
paragraph.

     You may not rescind a  withdrawal  of Shares.  Any Shares that you withdraw
will be considered not validly  tendered for purposes of the Offer,  but you may
tender your Shares again at any time before the Expiration Date by following any
of the procedures described in Section 3.

     No withdrawal  rights will apply to Shares  tendered  during any subsequent
offering  period and no  withdrawal  rights  apply  during  any such  subsequent
offering  period with  respect to Shares  tendered in the Offer and accepted for
payment.

     All  questions as to the form and validity  (including  time of receipt) of
notices of withdrawal  will be determined by us, in our sole  discretion,  which
determination  will be final and  binding.  None of Wiley,  Purchaser  or any of
their respective affiliates or assigns, if any, the Depositary,  the Information
Agent  or any  other  person  or  entity  will be  under  any  duty to give  any
notification  of any defects or  irregularities  in any notice of  withdrawal or
incur any liability for failure to give any such notification.

     5.   CERTAIN FEDERAL INCOME TAX CONSEQUENCES.

     Your  receipt of cash in exchange  for Shares  pursuant  to the Offer,  the
Merger or upon the  exercise  of  appraisal  rights  will be taxable for federal
income tax purposes and may also be taxable  under  applicable  state,  local or
foreign tax laws.  Upon your receipt of cash, you will generally  recognize gain
or loss for federal income tax purposes in an amount equal to the difference, if
any,  between the amount of cash  received  and your  adjusted  tax basis in the
Shares that you sold or exchanged.  Gain or loss must be  determined  separately
for each block of Shares  exchanged  (for example,  Shares  acquired at the same
cost in a single  transaction).  Such gain or loss will be capital  gain or loss
(provided  that you hold your  Shares as a capital  asset) and any such  capital
gain or loss will be long term if, as of the date of the sale or  exchange,  you
have held the Shares for more than one year.

     The  foregoing  discussion  may  not be  applicable  to  certain  types  of
stockholders,  including  stockholders  who  acquired  Shares  pursuant  to  the
exercise  of options  or  otherwise  as  compensation,  individuals  who are not
citizens or residents of the United States and foreign corporations, Shares held
as  part  of a  straddle,  hedge,  constructive  sale,  conversion  transaction,
synthetic  security  or  other  integrated  investment,  or  entities  that  are
otherwise  subject to special tax treatment  under the Internal  Revenue Code of
1986, as amended (such as dealers in securities or

                                       10



foreign  currency,  traders in securities  that elect to apply a  mark-to-market
method of  accounting,  insurance  companies,  regulated  investment  companies,
tax-exempt entities,  financial  institutions,  foreign persons and investors in
pass-through entities).

     THE FEDERAL  INCOME TAX  DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION  ONLY. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE
PARTICULAR  TAX  CONSEQUENCES  TO YOU OF THE  OFFER  AND THE  MERGER,  INCLUDING
FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES.

     6.   PRICE RANGE OF THE SHARES.

     According to the  Company's  Annual Report on Form 10-K for the fiscal year
ended September 30, 2000 (the "2000 Annual  Report"),  the Shares are listed and
traded on Nasdaq under the symbol "HMIN".  The following  table sets forth,  for
the periods  indicated,  the high and low closing sales prices for the Shares as
reported by Bloomberg:

                                                            HIGH        LOW
                                                          --------    -------
Fiscal Year Ending September 29, 2001
   Fourth Quarter (through August 16) ..............      $ 7.50      $ 6.04
   Third Quarter ...................................        7.81        6.41
   Second Quarter ..................................        7.875       5.50
   First Quarter ...................................        9.5625      4.625

                                                            HIGH        LOW
                                                          --------    -------
Fiscal Year Ended September 30, 2000
   Fourth Quarter ..................................      $ 9.625     $ 7.375
   Third Quarter ...................................       13.50        8.00
   Second Quarter ..................................       16.00        9.00
   First Quarter ...................................       17.875      12.25

                                                            HIGH        LOW
                                                          --------    -------
Fiscal Year Ended September 25, 1999
   Fourth Quarter ..................................      $20.50      $14.75
   Third Quarter ...................................       24.9375     17.125
   Second Quarter ..................................       19.625      11.75
   First Quarter ...................................       17.00        6.75

     On August  10,  2001,  the last  full day of  trading  prior to the  public
announcement of the execution of the Merger Agreement by the Company,  Wiley and
Purchaser,  according to  published  sources,  the closing  price as reported by
Bloomberg  for the Shares was $6.90 per Share.  On August 16, 2001,  the next to
last full day of trading  prior to the  commencement  of the Offer,  the closing
price as reported by Bloomberg for the Shares was $6.04 per Share.  STOCKHOLDERS
ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE CLASS A COMMON STOCK.

     7.   EFFECT OF THE OFFER ON THE  MARKET  FOR THE  SHARES;  NASDAQ  LISTING;
          EXCHANGE ACT REGISTRATION.

EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES

     The  purchase  of Shares  pursuant  to the Offer will  reduce the number of
Shares  that might  otherwise  trade  publicly  and could  adversely  affect the
liquidity  and market  value of the  remaining  Shares held by the  public.  The
purchase  of Shares  pursuant  to the Offer also can be  expected  to reduce the
number of holders of Shares.  We cannot  predict  whether the  reduction  in the
number of Shares that might  otherwise  trade  publicly would have an adverse or
beneficial  effect on the  market  price for or  marketability  of the Shares or
whether it would cause future market prices to be greater or less than the Offer
Price.

NASDAQ LISTING

     Depending  upon the number of Shares  acquired  pursuant to the Offer,  the
Shares may no longer  meet the  requirements  for  continued  listing on Nasdaq.
According to Nasdaq's published guidelines, Nasdaq would consider

                                       11



delisting  an  issuer's  shares if,  among other  things:  (a) the number of the
issuer's  outstanding shares (with certain exclusions) falls below 750,000,  (b)
the market value of such shares  publicly held falls below  $5,000,000,  (c) the
issuer has stockholder equity of less than $10,000,000, (d) there are fewer than
400 holders of round lots of the issuer's shares,  and (e) the minimum bid price
falls below $1.00 per share.  If, as a result of the purchase of Shares pursuant
to the Offer or otherwise,  the Shares no longer meet the requirements of Nasdaq
for  continued  listing  and/or  trading  and such  trading of the  Shares  were
discontinued, the market for the Shares could be adversely affected.

     In the event that the Shares were no longer listed or traded on Nasdaq,  it
is possible that the Shares would trade in the over-the-counter  market and that
price quotations would be reported through Nasdaq or other sources. Such trading
and the availability of such quotations would,  however,  depend upon the number
of  stockholders  and/or the aggregate  market value of the Shares  remaining at
such time,  the  interest in  maintaining  a market in the Shares on the part of
securities  firms, the possible  termination of registration of the Shares under
the Exchange Act as described below and other factors.

EXCHANGE ACT REGISTRATION

     The Shares are currently registered under the Exchange Act. The purchase of
the Shares pursuant to the Offer may result in the Shares becoming  eligible for
deregistration  under  the  Exchange  Act.  Registration  of the  Shares  may be
terminated  upon  application by the Company to the Commission if the Shares are
not  listed on a  "national  securities  exchange"  and there are fewer than 300
record holders of Shares.  Termination of  registration  of the Shares under the
Exchange Act would substantially reduce the information required to be furnished
by the Company to its  stockholders  and the  Commission  and would make certain
provisions  of the  Exchange  Act,  such  as  the  short-swing  profit  recovery
provisions of Section 16(b) and the requirements of furnishing a proxy statement
in connection with  stockholders'  meetings pursuant to Section 14(a), no longer
applicable  to the  Company.  If the Shares are no longer  registered  under the
Exchange Act, the requirements of Rule 13e-3 under the Exchange Act with respect
to "going  private"  transactions  would no longer be applicable to the Company.
Furthermore,  the ability of  "affiliates"  of the  Company and persons  holding
"restricted securities" of the Company to dispose of such securities pursuant to
Rule  144  promulgated  under  the  Securities  Act of  1933,  as  amended  (the
"Securities  Act"),  may be  impaired  or  eliminated.  If,  as a result  of the
purchase of Shares pursuant to the Offer or the proposed Merger,  the Company is
no longer  required to maintain  registration  of the Shares  under the Exchange
Act,  we  intend  to  cause  the  Company  to  apply  for  termination  of  such
registration.

     If registration of the Shares is not terminated  prior to the Merger,  then
the Shares will be delisted from all stock exchanges and the registration of the
Shares under the Exchange Act will be terminated  following the  consummation of
the Merger.

     8.   INFORMATION CONCERNING THE COMPANY.

     The  Company  was  founded  in  1990  as  a  wholly  owned   subsidiary  of
International Data Group,  Inc., and was called IDG Books Worldwide,  Inc. until
November  13,  2000.  On March 24,  1998,  the  Company  was  reincorporated  in
Delaware. On July 27, 1998, the Company consummated its initial public offering.
The principal  executive offices of the Company are located at 909 Third Avenue,
New York, New York 10022, and its telephone number is (212) 884-5000.

     According to its 2000 Annual Report,  the Company is a leading publisher of
technology,  consumer  and  general  how-to  books  designed  to  make  learning
accessible,  engaging and useful.  The Company  publishes  and markets its books
under   well-known   brand  names,   led  by  flagship  brands  For  Dummies(R),
CliffsNotes(TM),  and  Frommer's(R).  The  Company  has more than  3,000  active
titles. The Company has over 150 million books in print, with translations in 39
languages, and its products are available in many parts of the world.

     The Company files annual,  quarterly and special reports,  proxy statements
and other  information  with the Commission.  You may read and copy any reports,
statements or other information at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and
at the Commission's  regional offices located at Seven World Trade Center, Suite
1300, New York, New York 10048 and

                                       12



Citicorp Center, 500 West Madison Street,  Suite 1400, Chicago,  Illinois 60661.
Information  regarding the public reference  facilities may be obtained from the
Commission  by  telephoning  1-800-SEC-0330.  The  Company's  filings  are  also
available to the public on the Commission's Internet site  (http://www.sec.gov).
Copies of such materials may also be obtained by mail from the Public  Reference
Section of the Commission at 450 Fifth Street, N.W.,  Washington,  D.C. 20549 at
prescribed rates.

     Although we have no knowledge that any such information is untrue,  we take
no responsibility  for the accuracy or completeness of information  contained in
this Offer to Purchase with respect to the Company or any of its subsidiaries or
affiliates  or for any failure by the Company to disclose  events which may have
occurred or may affect the significance or accuracy of any such information.

     The Company has advised  Purchaser  and Wiley that it has not recently made
public any projections as to future performance or earnings, and the projections
set forth  below are  included  in this  Offer to  Purchase  only  because  this
information was provided to Wiley. The projections were not prepared with a view
to  public  disclosure  or  compliance  with  the  published  guidelines  of the
Commission or the guidelines  established by the American Institute of Certified
Public Accountants  regarding  projections or forecasts.  The projections do not
purport to present operations in accordance with generally  accepted  accounting
principles, and the Company's independent auditors have not examined or compiled
the projections and accordingly  assume no responsibility  for them. The Company
has advised  Purchaser  and Wiley that its internal  financial  forecasts  (upon
which the  projections  provided to Wiley and Purchaser were based in part) are,
in general,  prepared  solely for internal use and capital  budgeting  and other
management decisions and are subjective in many respects and thus susceptible to
interpretations  and periodic  revision based on actual  experience and business
developments.   The  projections  also  reflect  numerous  assumptions  made  by
management  of the  Company,  with  respect to industry  performance  (including
expectations with respect to the pricing  environment in the financial  services
industry), general business, economic, market and financial conditions and other
matters, including effective tax rates consistent with historical levels for the
Company and expected debt payments,  all of which are difficult to predict, many
of which are beyond the  Company's  control,  and none of which were  subject to
approval by Wiley or Purchaser.  Accordingly, there can be no assurance that the
assumptions  made in  preparing  the  projections  will  prove  accurate.  It is
expected that there will be differences  between  actual and projected  results,
and actual results may be materially greater or less than those contained in the
projections.  The inclusion of the projections  herein should not be regarded as
an  indication  that any of Wiley,  Purchaser,  the Company or their  respective
affiliates or  representatives  considered or consider the  projections  to be a
reliable  prediction of future events,  and the projections should not be relied
upon as such.

     For the fiscal year  ending  September  29,  2001,  the  Company  initially
furnished Wiley with projections of (i) net revenue of $197.6 million, which was
later revised to $184.5  million,  and (ii) EBITDA of $18.8  million,  which was
later  revised to $6.8 million.  For the fiscal year ending  September 28, 2002,
the  Company  furnished  Wiley  with  projections  of (i) net  revenue of $190.7
million as a base  amount,  with an upside  amount of $201.6  million,  and (ii)
EBITDA of $32 million as a base amount, with an upside amount of $37.7 million.

     None of Wiley, Purchaser, the Company or any of their respective affiliates
or representatives  has made or makes any representation to any person regarding
the ultimate performance of the Company compared to the information contained in
the  projections,  and none of them  intends to update or  otherwise  revise the
projections  to reflect  circumstances  existing  after the date when made or to
reflect the occurrence of future events even in the event that any or all of the
assumptions underlying the projections are shown to be in error.

     9.   INFORMATION CONCERNING PURCHASER AND WILEY.

     Wiley, founded in 1807, is a worldwide  developer,  publisher and seller of
content and services in print and electronic media. Its core businesses  include
scientific,  technical  and medical  journals,  encyclopedias,  books and online
products  and  services;   professional  and  consumer  books  and  subscription
services;  and educational materials for undergraduate and graduate students and
lifelong learners.  Wiley has publishing,  marketing and distribution centers in
the United States,  Canada,  Europe, Asia and Australia.  Wiley's two classes of
common stock are listed on the New York Stock Exchange under the symbols JWa and
JWb, respectively.

                                       13



     Purchaser was formed by Wiley for the specific  purpose of being a party to
the Merger Agreement and making the Offer. Purchaser has not conducted any other
business  to  date.  On the  date of the  Offer,  Purchaser  is a  wholly  owned
subsidiary  of Wiley.  It is  contemplated  that prior to the purchase of Shares
pursuant to the Offer,  Purchaser  will become a wholly owned  subsidiary of HMI
Investment,  Inc., a newly formed Delaware corporation. A majority of the equity
of HMI Investment,  Inc., will be owned by Wiley,  and the balance will be owned
by HMI  Investment,  Limited,  a  newly  formed  wholly  owned  U.K.  subsidiary
corporation of Wiley. Accordingly,  no later than the consummation of the Offer,
Purchaser  will become an indirect  wholly owned  subsidiary of Wiley and, after
the Merger, the Company will be an indirect wholly owned subsidiary of Wiley.

     The principal  executive  offices of Wiley,  Purchaser and HMI  Investment,
Inc. are located at 605 Third  Avenue,  New York,  New York  10158-0012  and the
telephone  number is (212)  850-6000.  The  principal  executive  offices of HMI
Investment, Limited are located at Baffins Lane, Chichester, West Sussex, PO 191
UD, United Kingdom and the telephone number is (44)1243-775878.

     The names, business addresses,  citizenship,  present principal occupations
and employment history of each of the directors and executive officers of Wiley,
Purchaser,  HMI  Investment,  Inc. and  HMIInvestment,  Limited are set forth in
Schedules I, II, III and IV of this Offer to Purchase.

     Wiley is subject  to the  information  and  reporting  requirements  of the
Exchange Act and is required to file periodic reports and other information with
the Commission relating to its business,  financial condition and other matters.
Certain  information,  as of  particular  dates,  concerning  Wiley's  business,
principal  physical  properties,   capital  structure,  material  pending  legal
proceedings, operating results, financial condition and certain other matters is
required  to be  disclosed  in  annual  and  quarterly  reports  filed  with the
Commission. You may inspect a copy of these reports and other information at the
Commission's  public  reference  facilities in the same manner as set forth with
respect to the Company in Section 8.

     Except as set forth  elsewhere  in this Offer to  Purchase  and  Schedule V
hereto: (i) neither Purchaser,  Wiley nor, to the best of our knowledge,  any of
the persons  listed in  Schedules  I, II, III and IV hereto or any  associate or
majority-owned subsidiary of Purchaser or Wiley or any of the persons so listed,
beneficially  owns or has a right to  acquire  any  Shares or any  other  equity
securities of the Company; (ii) neither Purchaser,  Wiley nor, to our knowledge,
any of the persons or  entities  referred to in clause (i) above or any of their
executive  officers,  directors or subsidiaries  has effected any transaction in
the Shares or any other  equity  securities  of the  Company  during the past 60
days; (iii) neither Purchaser,  Wiley nor, to our knowledge,  any of the persons
listed in Schedules  I, II, III and IV hereto,  has any  contract,  arrangement,
understanding  or  relationship  with  any  other  person  with  respect  to any
securities of the Company, including, but not limited to, the transfer or voting
thereof, joint ventures, loan or option arrangements,  puts or calls, guarantees
of loans,  guarantees  against  loss or the giving or  withholding  of  proxies,
consents or authorizations;  (iv) during the two years prior to the date of this
Offer to Purchase,  there have been no transactions that would require reporting
under the rules and regulations of the Commission  between  Purchaser,  Wiley or
any of their respective  subsidiaries  or, to our knowledge,  any of the persons
listed in Schedules I, II, III and IV hereto,  on the one hand,  and the Company
or any of its executive  officers,  directors or affiliates,  on the other hand;
and (v) during the two years prior to the date of this Offer to Purchase,  there
have been no contracts, negotiations or transactions between Purchaser, Wiley or
any of their respective  subsidiaries  or, to the best of our knowledge,  any of
the persons  listed in Schedules I, II, III and IV hereto,  on the one hand, and
the Company or its subsidiaries or affiliates,  on the other hand,  concerning a
merger,  consolidation  or  acquisition,  tender offer or other  acquisition  of
securities,  an election of directors or a sale or other  transfer of a material
amount of assets of the Company.

     10.  BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY.

     In 1999,  Wiley and the Company's  senior  management  worked together on a
joint bid for Macmillan  General  Reference USA Inc.,  divested by Pearson Plc.,
which was ultimately  purchased solely by the Company (then IDG Books Worldwide,
Inc.).  Following that acquisition,  the Company divested several assets, one of
which was the J.K.  Lasser Tax Guides  business  which was  acquired by Wiley in
November 1999.

                                       14



     On April 26, 2001, it was  announced in the press that the Company  planned
to put itself up for sale,  confirmed  by a Form 8-K filed by the Company on May
10, 2001.  Upon reading an article in the WALL STREET  JOURNAL,  Wiley contacted
the financial  advisor to the Company,  Morgan  Stanley,  to request an offering
memorandum with respect to the Company (the "Offering Memorandum").

     In May  2001,  Wiley  received  the  Offering  Memorandum  and  an  initial
indication  of interest was  submitted by Wiley on June 28, 2001.  Due diligence
began on July 9 and 10, 2001, as did executive management meetings between Wiley
and the Company.

     On July 31, 2001,  the Board of Directors of Wiley (the "Wiley  Board") met
telephonically  to consider the  acquisition of the Company by Wiley.  Following
the discussion, the Wiley Board approved the proposed transaction and authorized
Wiley's executive management to submit a binding offer on behalf of Wiley.

     On August 3, 2001, a binding offer of $94,000,000 in cash,  plus assumption
of  indebtedness  of the  Company up to  $92,500,000,  was  submitted  to Morgan
Stanley,  along with  copies of the  Agreement  and Plan of  Merger,  Disclosure
Memorandum and Voting and Tender Agreement (the "Transaction  Documents") marked
to show the changes  requested  by Wiley.  On August 6, 2001  through  August 8,
2001,  the legal  representatives  of the  Company  and Wiley met to discuss the
Transaction  Documents.  On August 8, 2001, in light of negotiated  revisions to
the Transaction Documents, which eliminated certain conditions proposed by Wiley
that the Company  resisted on the grounds they might delay or  otherwise  affect
the likelihood of the consummation of the Offer, Wiley submitted a revised offer
to the Company of $90,000,000 in cash,  plus  assumption of the  indebtedness of
the Company up to  $92,500,000.  On August 8, 2001,  a committee  of the Company
Board met to consider  Wiley's revised offer and approved Wiley as the preferred
bidder for the Company.  On August 9 and 10, 2001, the legal  representatives of
Wiley  and the  Company  continued  negotiations  to  finalize  the terms of the
Transaction Documents.

     On  August  10,  2001,   Wiley  and  the  Company,   through   their  legal
representatives,  finalized  the terms of,  and all  outstanding  due  diligence
issues relating to, the Transaction  Documents.  On August 10, 2001, final forms
of the Transaction  Documents,  along with a final proposal by Wiley to purchase
all of the fully diluted  equity of the Company for  $90,000,000,  and to pay or
assume up to  $92,500,000  of the Company's  indebtedness,  was submitted to the
Company.  On Sunday,  August 12,  2001,  the Company  Board met and  unanimously
approved the Transaction  Documents and the transactions  contemplated  thereby,
and the Transaction Documents were executed.

     On Monday,  August 13,  2001,  prior to the  opening of the U.S.  financial
markets, Wiley and the Company each announced Wiley's intention to commence of a
tender offer to acquire all of the  outstanding  Shares and to merge the Company
with and into a direct  or  indirect  wholly  owned  subsidiary  of  Wiley,  HMI
Acquisition Corp., as promptly as practicable  following the consummation of the
Offer.

     11.  PURPOSE OF THE OFFER; PLANS FOR THE COMPANY.

     The purpose of the Offer is to enable Wiley to acquire  control of, and the
entire equity interest in, the Company.  The Offer is being made pursuant to the
Merger Agreement and is intended to increase the likelihood that the Merger will
be  effected.  The  purpose of the Merger is to acquire  all of the  outstanding
Shares not purchased pursuant to the Offer.  Pursuant to the terms of the Merger
Agreement, Wiley currently intends, promptly after consummation of the Offer, to
exercise  its right  under the Merger  Agreement  to  designate  a  majority  of
directors to the Company  Board to reflect its total voting power of Shares then
outstanding.  Wiley and  Purchaser  intend to  consummate  the Merger as soon as
possible following the consummation of the Offer. Effective with consummation of
the Offer,  Wiley is obligated under the Merger Agreement to lend to the Company
a sum equal to all amounts due and owing under certain of its credit  facilities
(see "Pay-off of Credit Facilities" discussed below in Section 12).

     Except as  otherwise  provided  in this Offer to  Purchase,  it is expected
that, initially following the Merger, the business and operations of the Company
will be continued  substantially  as they are currently being  conducted.  Wiley
will continue to evaluate the business and  operations of the Company during the
pendency of the Offer and after the consummation of the Offer and the Merger and
will take such  actions as it deems  appropriate  under the  circumstances  then
existing. In addition,  Wiley will continue to seek additional information about
the Company during such time periods.  Thereafter,  Wiley intends to review such
additional information as part of a

                                       15



comprehensive review of the Company's business,  operations,  capitalization and
management with a view to optimizing  development of the Company's  potential in
conjunction with Wiley's businesses.

     Stockholders  of the Company who tender and sell their  Shares in the Offer
will  cease  to have  any  equity  interest  in the  Company  and any  right  to
participate  in its earnings and future  growth.  If the Merger is  consummated,
non-tendering stockholders will no longer have an equity interest in the Company
and instead will have only the right to receive cash  consideration  pursuant to
the Merger Agreement or to exercise statutory appraisal rights under Section 262
of  the  DGCL.  Similarly,  after  selling  their  Shares  in the  Offer  or the
subsequent  Merger,  stockholders  of the Company  will not bear the risk of any
decrease in the value of the Company.

     Under Section 253 of the DGCL,  if a  corporation  owns at least 90% of the
outstanding   shares  of  each  class  of  voting  securities  of  a  subsidiary
corporation,  the corporation  holding such stock may merge such subsidiary into
itself, or itself into such subsidiary pursuant to a short-form merger,  without
any action or vote on the part of the board of directors or the  stockholders of
such other  corporation.  In the event that we acquire in the aggregate at least
90% of the Shares then outstanding pursuant to the Offer or otherwise,  then, at
the election of Wiley, a short-form merger of us with and into the Company could
be  effected   without  any  further  approval  of  the  Company  Board  or  the
stockholders of the Company. Even if we do not own 90% of the Shares outstanding
following  consummation  of the Offer,  Wiley could seek to purchase  additional
Shares in the open  market or  otherwise  in order to reach the  applicable  90%
threshold and employ such a short-form merger. The per share  consideration paid
for any Shares so acquired in open market  purchases may be greater or less than
the Offer  Price.  Wiley  presently  intends to effect a short-form  merger,  if
permitted to do so under the DGCL,  pursuant to which  Purchaser  will be merged
with and into the Company.

     Except as described above or elsewhere in this Offer to Purchase, Purchaser
and  Wiley  have  no  present  plans  that  would  relate  to  or  result  in an
extraordinary  corporate  transaction  involving  the  Company  or any of  their
respective  subsidiaries  (such  as  a  merger,   reorganization,   liquidation,
relocation of any operations or sale or other  transfer of a material  amount of
assets),  any sale or transfer of a material  amount of assets of the Company or
any of its  subsidiaries,  any change in the Company  Board or  management,  any
material change in the Company's  capitalization or dividend policy or any other
material change in the Company's corporate structure or business.

     12.  DESCRIPTION  OF MERGER  AGREEMENT,  VOTING  AND TENDER  AGREEMENT  AND
          CONFIDENTIALITY AGREEMENT; APPRAISAL RIGHTS AND RELATED INFORMATION.

     THE FOLLOWING IS A SUMMARY OF MATERIAL  PROVISIONS OF THE MERGER AGREEMENT,
VOTING AND TENDER AGREEMENT AND RELATED CONFIDENTIALITY  AGREEMENT. THIS SUMMARY
IS NOT A COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF SUCH AGREEMENTS AND
IS QUALIFIED  IN ITS  ENTIRETY BY REFERENCE TO THE FULL TEXT OF SUCH  AGREEMENTS
FILED WITH THE  COMMISSION  AS EXHIBITS TO THE  SCHEDULE TO AND IS  INCORPORATED
HEREIN BY REFERENCE. CAPITALIZED TERMS NOT OTHERWISE DEFINED BELOW WILL HAVE THE
MEANINGS SET FORTH IN THE MERGER  AGREEMENT.  THE MERGER  AGREEMENT,  VOTING AND
TENDER  AGREEMENT  AND  CONFIDENTIALITY  AGREEMENT  MAY BE EXAMINED,  AND COPIES
OBTAINED, AS SET FORTH IN SECTION 8 OF THIS OFFER TO PURCHASE.

MERGER AGREEMENT

     THE OFFER. The Merger Agreement  provides for the commencement of the Offer
with an initial expiration date of September 17, 2001. Purchaser's obligation to
accept  for  payment,  purchase  and pay for  Shares  validly  tendered  and not
withdrawn  pursuant to the Offer is subject to the  satisfaction  of each of the
conditions of the Offer  including the condition that at least a majority of the
Shares  outstanding on a fully diluted basis have been validly  tendered and not
withdrawn  prior to the  expiration  of the Offer and certain  other  conditions
described in Section 15 below.  Purchaser expressly reserves the right to modify
the terms of the Offer. However,  Purchaser may not, without the Company's prior
written consent,  which may be granted or withheld at its sole discretion,  make
any changes in the terms and conditions of the offer that (i) decrease the price
per Share payable in the Offer, (ii) reduce the number of Shares to be purchased
in the Offer,  (iii) change the form of  consideration to be paid for the Shares
in the Offer, (iv) impose conditions to the Offer in addition to those set forth
in the Merger Agreement,  (v) change the Expiration Date of the Offer, except as
set forth in the Merger Agreement or required by the

                                       16



Commission or (vi) otherwise  amend or change any term or condition of the Offer
in a manner  adverse to the holders of Shares.  Upon the  applicable  Expiration
Date of the Offer, Purchaser may extend the initial Expiration Date, without the
consent of the Company,  in the following events:  (i) from time to time, for up
to ten  business  days from the  initial  Expiration  Date,  if, at the  initial
Expiration  Date,  one or more  conditions  to the Offer (other than the Minimum
Condition) have not been satisfied or waived until such conditions are satisfied
or waived but not beyond 12:00 midnight, New York City time, on October 18, 2001
(60 days after the commencement of the Offer),  (ii) in order to comply with SEC
rules and regulations and applicable  laws, or (iii) if all of the conditions to
the Offer are satisfied or waived but the number of Shares validly  tendered and
not  withdrawn is less than ninety  percent (90%) of the  outstanding  number of
Shares;  provided  that the  Expiration  Date of the Offer may not extend beyond
12:00 midnight,  New York City time, on October 18, 2001; and provided  further,
that  Purchaser  (i)  accepts  and  pays for  Shares  validly  tendered  and not
withdrawn, as soon as reasonably practical, prior to the date of such extension,
(ii)  waives any  condition  to the  consummation  of the Merger  other than the
requirement  that there be no statute,  rule or regulation  by any  governmental
entity or an injunction by any court of competent  jurisdiction  which  prevents
the  consummation  of the Merger,  and (iii)  otherwise  satisfies the following
conditions  of Rule  14d-11  under the  Exchange  Act  relating  to  "subsequent
offering periods" summarized above in Section 1.

     In addition,  Purchaser will, if requested by the Company, extend the Offer
if,  at the  Expiration  Date,  no  conditions  to the  Offer  (other  than  the
conditions  relating  to  suits,   actions,   proceedings,   statutes  rules  or
regulations) then excuse  performance by Purchaser,  for up to ten business days
after such  previously  scheduled  Expiration  Date,  but in no event later than
December 31, 2001. Upon the satisfaction and waiver of all the conditions to the
Offer and subject to the terms of the Merger  Agreement,  Purchaser  will accept
for payment,  purchase and pay for, in  accordance  with the terms of the Offer,
all Shares validly  tendered and not withdrawn  pursuant to the Offer as soon as
reasonably practicable after the expiration of the Offer.

     RECOMMENDATION.  The Company has  represented  to  Purchaser  in the Merger
Agreement that the Company Board has (a) unanimously  determined that the Merger
Agreement  and the  Transactions  contemplated  thereby,  including  each of the
Offer,   the  Merger  and  the  purchase  of  Shares  of  Company  Common  Stock
contemplated by the Offer (collectively, the "Transactions"),  are advisable and
fair  to,  and  in  the  best   interest  of,  the  Company  and  the  Company's
stockholders,  (b) unanimously  approved of and adopted the Merger Agreement and
the  Transactions  in  accordance  with the  requirements  of the DGCL,  and (c)
resolved to recommend that the holders of Shares accept the Offer,  tender their
Shares pursuant to the Offer, and approve and adopt the Merger Agreement and the
Merger.  However,  such recommendation may be withdrawn,  modified or amended to
the extent that the Company receives an Acquisition  Proposal (as defined below)
which the Company Board determines in good faith,  after receiving the advice of
a nationally  recognized financial advisor,  constitutes a Superior Proposal (as
defined  below)  and  the  Company  Board   determines  in  good  faith,   after
consultation  with its outside legal  counsel,  that failure to take such action
could  reasonably  be  deemed to  constitute  a breach  of the  Company  Board's
fiduciary obligations under applicable law. The Company further represented that
Morgan  Stanley  delivered to the Company Board its opinion  stating that, as of
the date of such opinion,  the cash  consideration to be received by the holders
of Class ACommon Stock of the Company  pursuant to the Merger  Agreement is fair
to such holders from a financial point of view.

     THE MERGER.  The Merger Agreement  provides that, at the Effective Time and
upon the terms and subject to the conditions of the Merger Agreement,  Purchaser
will be merged with and into the Company. Following the Merger, the Company will
continue as the surviving corporation (the "Surviving  Corporation") and will be
a subsidiary of Wiley.  The Company has agreed that if approval of the Company's
stockholders is required by applicable law to consummate the Merger, the Company
will cause a meeting of its stockholders (the "Company Stockholder  Meeting") to
be duly  called  and  held as soon as  practicable  following  the date on which
Purchaser  completes  the  purchase  of Shares  pursuant  to the Offer,  for the
purpose of voting on the approval and adoption of the Merger  Agreement  and the
Merger. The Company has also agreed, if required and at Wiley's request, as soon
as practicable  following the  expiration of the Offer,  to, among other things,
prepare and file a preliminary proxy statement with the SEC.

     PAY-OFF  OF CREDIT  FACILITIES.  Simultaneously  with its  purchase  of and
payment for Shares  pursuant to the Offer,  Purchaser will, and Wiley will cause
Purchaser to, lend to the Company on customary market terms a sum

                                       17



equal to all amounts which are then due and owing  pursuant to (i) the Company's
Credit  Agreement  (as  defined in the Merger  Agreement),  dated as of July 30,
1999, as amended,  and (ii) the Subordinated  Loan Agreement (the  "Subordinated
Loan  Agreement"),  dated as of May 7, 2001,  by and  between  the  Company  and
International  Data Group,  Inc. As of August 16, 2001, the aggregate  principal
amount of indebtedness  under these facilities was $94,500,000.  The Company has
advised the Purchaser  that it intends to repay  $2,000,000 of principal of such
indebtedness  in September  2001 (but, in any event,  not later than the date of
consummation of the Offer).

     CERTIFICATE OF INCORPORATION AND BYLAWS. The Merger Agreement provides that
the  Certificate  of  Incorporation  and the Bylaws of  Purchaser,  as in effect
immediately   prior  to  the  Effective   Time,   will  be  the  Certificate  of
Incorporation and the Bylaws of the Surviving Corporation.

     DIRECTORS AND OFFICERS.  Pursuant to the Merger  Agreement,  and subject to
applicable  law, the directors of Purchaser  immediately  prior to the Effective
Time  will  be the  initial  directors  of the  Surviving  Corporation,  and the
officers  of the Company  immediately  prior to the  Effective  Time will be the
initial  officers of the  Surviving  Corporation.  However,  upon the request of
Wiley or  Purchaser,  the Company  will cause any  officers of the Company to be
removed at the Effective Time.

     CONVERSION OF SECURITIES.  Pursuant to the Merger Agreement, (x) each Share
issued and  outstanding  immediately  prior to the  Effective  Time  (other than
Shares held by (i) the Company or any of its subsidiaries, (ii) Wiley, Purchaser
or any of  Wiley's  direct  or  indirect  wholly  owned  subsidiaries  and (iii)
stockholders  who are entitled to and have properly  exercised  their  appraisal
rights under the DGCL) will be converted automatically into the right to receive
an amount  equal to the Offer  Price (the  "Merger  Consideration"),  payable in
cash,  without  interest  thereon;  (y) each share of common  stock of Purchaser
outstanding  immediately  prior to the Effective Time will be converted into and
become a number  of shares of the  Surviving  Corporation  equal to one plus the
number  of  shares  that  would be  subject  to any stock  options  or  warrants
(together,  "Options") that remain outstanding after the Effective Time, if any,
and such  shares  will be the only  outstanding  Shares of capital  stock of the
Surviving  Corporation;  and (z) each Share  that is held by the  Company in its
treasury and all Shares that are owned, directly or indirectly,  by Wiley or the
Company or any of their respective  subsidiaries will  automatically be canceled
and  cease to exist and will not be  converted  into the  right to  receive  the
Merger Consideration or any other consideration.

     OPTION PLANS. The Merger Agreement provides that at the Effective Time each
outstanding  Option,  whether granted under the 1998 Stock Plan or otherwise and
whether or not then vested or exercisable, will be converted (to the extent such
Option is  convertible by the Company under its terms) into the right to receive
from the  Company  an amount of cash  equal to the  product of (i) the number of
Shares  subject  to the  Option  and  (ii) the  excess,  if any,  of the  Merger
Consideration over the exercise price per Share of such Option,  less any income
or employment tax or other tax withholding required. All Options, whether or not
such Options are converted into cash according to the formula  described  above,
will be canceled  and/or  terminated  by the Company (to the extent such Options
are terminable by the Company under their terms).

     REPRESENTATIONS  AND  WARRANTIES.  Pursuant  to the Merger  Agreement,  the
Company has made customary representations and warranties to Wiley and Purchaser
with  respect to,  among other  matters,  its  organization  and  qualification,
subsidiaries,     capitalization,    corporate    authorization,    governmental
authorization,   non-contravention,   required   filings  with  the  Commission,
information to be included in the Offer  documents,  the proxy  statement or the
other  documents  required  to  be  filed  with  the  Commission  or  any  other
governmental  authority relating to the Offer and the Merger, absence of certain
changes or events,  litigation,  compliance  with law, taxes,  employee  benefit
plans,  environmental  matters,  intellectual  property,  title and condition of
properties,  insurance,  certain contracts,  employment matters,  finders' fees,
opinion of financial advisors, voting requirements, inventories, and receivables
and  payables.  Wiley and  Purchaser  have made  customary  representations  and
warranties  to  the  Company  with  respect  to,  among  other  matters,   their
organization,     corporate    authorization,     governmental    authorization,
non-contravention,  information to be included in the Offer documents, the proxy
statement or the other documents required to be filed with the Commission or any
other governmental  authority  relating to the Offer and the Merger,  litigation
and finders' fees.

     COVENANTS. The Merger Agreement obligates the Company and its subsidiaries,
from the date of the Merger  Agreement and  continuing  until the earlier of the
termination of the Merger Agreement or the Effective Time, and

                                       18



unless Wiley otherwise agrees in writing,  to: (a) conduct their business in the
ordinary  course   consistent  with  past  practice  and  (b)  use  commercially
reasonable  efforts to preserve intact their business  organizations,  good will
and  relationships  with third parties,  to keep available the services of their
officers  and  employees  and to maintain  existing  relations  with  customers,
suppliers, officers, employees and creditors.

     The  Merger  Agreement  also  contains  specific  covenants  as to  certain
activities  of the  Company  during  the  period  from  the  date of the  Merger
Agreement  and  continuing  until the earlier of the  termination  of the Merger
Agreement or the  Effective  Time,  which provide that the Company will not (and
will not permit any of its  subsidiaries  to) take certain  actions  without the
prior  written  consent  of Wiley  or as  previously  disclosed  to Wiley in the
Company Disclosure  Memorandum  delivered with the Merger Agreement,  including,
among other things:

          (i)     make,  declare,  set  aside  or  pay  any  dividend  or  other
     distribution  with respect to any Shares of its capital  stock,  other than
     distributions  and other dividends paid by any subsidiary to the Company or
     any wholly owned subsidiary;

          (ii)    adjust,  split, combine or reclassify any of its capital stock
     or issue or authorize  the issuance of any other  securities in respect of,
     in lieu of or in substitution for shares of its capital stock;

          (iii)   directly or indirectly repurchase, redeem or otherwise acquire
     any  shares of capital  stock or other  securities  of, or other  ownership
     interests in, the Company or any of its subsidiaries;

          (iv)    issue,  deliver  or sell any  shares of any class or series of
     its  capital  stock   (including   Company   Common  Stock)  or  securities
     convertible into or exerciseable or exchangeable for shares of any class or
     series of its capital stock (including Company Common Stock, or any rights,
     warrants or options to acquire any shares of Company Common  Stock),  other
     than  issuances   pursuant  to  stock-based  awards  or  Options  that  are
     outstanding  on the  date  of the  Merger  Agreement  and  pursuant  to the
     Company's 1998 Employee Stock Purchase Plan;

          (v)     amend its certificate of  incorporation,  bylaws or comparable
     organizational  documents  or adopt  any plan of  consolidation,  merger or
     reorganization or amend the terms of its outstanding securities;

          (vi)    acquire or agree to acquire by merging or consolidating  with,
     or by  purchasing a  substantial  portion of the assets of, or by any other
     manner,  any  business or division  thereof or purchase any assets for more
     than  $250,000,  except  purchases of  inventory in the ordinary  course of
     business consistent with past practice;

          (vii)   transfer, sell, lease, license, mortgage or otherwise encumber
     or subject to any lien or  otherwise  dispose of any of its  properties  or
     assets, except sales of assets for not more than $250,000, except for sales
     of inventory in the ordinary course;

          (viii)  make  or  agree  to  make  any  new  capital   expenditure  or
     expenditures  except for items  currently  contracted for by the Company or
     contemplated by the Company's capital  expenditure budget made available to
     Wiley;

          (ix)    incur any  indebtedness  for  borrowed  money  (whether or not
     available  under a credit  line or  agreement  in effect on the date of the
     Merger  Agreement,  including  but not  limited to, the  Subordinated  Loan
     Agreement),  including  issuing  debt  securities,  or  guarantee  any such
     indebtedness,  except for the endorsement of checks in the normal course of
     business and the extension of credit in the normal  course of business,  or
     make any loans,  advances or capital contributions to, or investments other
     than to any direct or indirect wholly owned subsidiary;

          (x)     enter into any new employee  plans, or amend or renew any such
     existing  plans,  or any  collective  bargaining  agreement,  other than as
     required by law;

          (xi)    except  to  the  extent  required  by  the  terms  of  written
     employment  agreements  as in effect on the date of the  Merger  Agreement,
     increase the compensation payable to or to become payable to, or pension or
     other fringe  benefits or perquisites  to its present or former  directors,
     employees, officers or consultants,  except for increases already committed
     to or increases in salary  consistent with the Company's past practices (of
     no more than 10%) made in connection with an employee's annual review;

                                       19



          (xii)   enter into any contracts of employment  (other than  contracts
     terminable  by the Company  without  liability  immediately  following  the
     closing)  or any  severance,  retention  or  similar  agreement  except for
     agreements  with new  employees  entered  into in the  ordinary  course  of
     business  consistent  with past  practice and  providing for a term of less
     than  one  year  and  annual  base and  bonus  compensation  not to  exceed
     $100,000;

          (xiii)  pay,  agree to pay or award any  employee  bonuses  other than
     those paid or awarded  consistent with past practice and up to a maximum of
     $25,000 per employee, or forgive any officer or employee loan;

          (xiv)   adopt any change,  other than as  required by the  Commission,
     changes in U.S. generally accepted accounting principles or applicable law,
     in its accounting policies, procedures or practices;

          (xv)    (a) make any tax  election  or (b)  settle or  compromise  any
     material income tax liability;

          (xvi)   pay,  discharge,  settle or satisfy  any  claims,  litigation,
     arbitration,   liabilities  or  other  controversies  (absolute,   accrued,
     asserted or unasserted,  contingent or  otherwise),  including the payment,
     discharge,   settlement  or   satisfaction   of  any  claims,   litigation,
     arbitration,  liabilities or  controversies  of any nature  relating to the
     Transactions contemplated by the Merger Agreement,  other than the payment,
     discharge or  satisfaction,  in the ordinary course of business  consistent
     with past  practice  or in  accordance  with their  terms,  of  liabilities
     reflected  or  reserved  against  in, or  contemplated  by, the most recent
     consolidated  financial  statements (or the notes thereto)  included in the
     Company's  public  filings with the  Commission or incurred in the ordinary
     course of business  consistent  with past  practice,  or waive any material
     benefits   of,   or  agree  to  modify  in  any   material   respect,   any
     confidentiality,  standstill or similar  agreements to which the Company or
     any of its subsidiaries is a party;

          (xvii)  cancel or terminate any material  insurance  policy naming the
     Company or any subsidiary as a beneficiary or loss payable payee;

          (xviii) revalue in any material respect any of its assets,  including,
     without  limitation,  writing down the value of  inventory  or  writing-off
     notes or accounts receivable other than in the ordinary and usual course of
     business consistent with past practice or as required by generally accepted
     accounting principles;

          (xix)   (i) enter into any  contract or  agreement,  other than in the
     ordinary and usual course of business  consistent  with past  practice,  or
     amend in any material  respect any of the Company's  material  contracts or
     agreements;  or (ii)  enter into any  contract,  agreement,  commitment  or
     arrangement providing for, or amend any contract, agreement,  commitment or
     arrangement  to  provide  for,  the  taking  of any  action  that  would be
     prohibited under the Merger Agreement;

          (xx)    enter  into  any  agreement  or  arrangement  that  limits  or
     otherwise restricts the Company or any of its subsidiaries or any successor
     thereto or that could,  after the  Effective  Time,  limit or restrict  the
     Surviving Corporation and its affiliates (including Wiley) or any successor
     thereto,  from  engaging  or  competing  in any line of  business or in any
     geographic area;

          (xxi)   adopt a plan of complete or partial liquidation,  dissolution,
     merger,   consolidation,    restructuring,    recapitalization   or   other
     reorganization  of the Company or any of its  subsidiaries  (other than the
     Merger);

          (xxii)  alter    through    merger,    liquidation,    reorganization,
     restructuring or in any other fashion the corporate  structure or ownership
     of any subsidiary;

          (xxiii) make or agree to make  (whether or not in the ordinary  course
     of business  consistent with past practice) any commitment or investment or
     enter  into  any  contract  which  obligates  the  Company  or  any  of its
     Subsidiaries to make payments exceeding $300,000;

          (xxiv)  renew or terminate any significant  agreement  relating to the
     distribution,  packaging  or  manufacture  of  the  Company's  intellectual
     property outside the United States; or

          (xxv)   enter into, or agree or commit to enter into,  any  agreement,
     contract,   commitment  or  arrangement  that  if  completed  would  be  in
     contravention of any of the foregoing.

                                       20



     NO SOLICITATION.  The Merger Agreement  provides that the Company will not,
and will not permit any of its subsidiaries to, and will use its best efforts to
ensure that its officers, directors, employees, investment bankers, consultants,
financial advisors,  accountants, agents or other representatives retained by it
or any of its subsidiaries, do not solicit, initiate or encourage the submission
of any  Acquisition  Proposal  (as defined  below) or engage in  discussions  or
negotiations  or furnish to any "Person"  (e.g.,  any  individual,  corporation,
partnership,  trust,  limited  liability  company,  association,  unincorporated
organization,  joint venture,  other entity,  group, labor union or governmental
entity) any  information  with respect to an  Acquisition  Proposal or knowingly
facilitate  any  effort or  attempt  to make an  Acquisition  Proposal.  Nothing
contained in the Merger Agreement prevents the Company Board from complying with
Rule 14d-9 or Rule 14e-2 under the Exchange Act with respect to any  Acquisition
Proposal  (as  defined   below)  or  making  any  disclosure  to  the  Company's
stockholders  if, in the good faith  judgment of the  majority of the members of
the  Company  Board,  after  consultation  with and advice  from  outside  legal
counsel,  failure to so disclose  would  reasonably  be deemed to  constitute  a
breach of the fiduciary duties of the Company Board under applicable law.

     The Company may,  however,  negotiate or  otherwise  engage in  substantive
discussions  with,  and  furnish  nonpublic  information,   in  response  to  an
unsolicited Acquisition Proposal by such Person if (i) a majority of the Company
Board  determines  in good faith,  after  receiving  the advice of a  nationally
recognized financial advisor, that such Acquisition Proposal would reasonably be
expected  to result  in a  Superior  Proposal  (as  defined  below)  and,  after
consultation  with and advice from outside  legal  counsel,  that the failure to
take such  action  would  reasonably  be deemed  to  constitute  a breach of its
fiduciary  duties  under  applicable  law,  and  (ii)  such  Person  executes  a
confidentiality  agreement  in a form no less  favorable to the Company than the
confidentiality   agreement   between  the  Company  and  Wiley  (including  the
standstill provisions).

     Prior to providing  any  information  to or entering  into  discussions  or
negotiations  with any Person in connection  with an Acquisition  Proposal,  the
Company will  promptly  inform  Wiley of such  Acquisition  Proposal,  including
providing  information  as to the material terms and conditions of the proposal,
and the identity of the Person  making it, and will provide Wiley with a copy of
any written Acquisition  Proposal or amendments or supplements thereto, and will
promptly inform Wiley of the status of any  discussions or negotiations  and any
material  changes to the terms and conditions of the Acquisition  Proposal,  and
will  promptly  give Wiley a copy of any  information  delivered  to such Person
which has not previously been reviewed by Wiley.

     Except as  permitted  above,  neither the Company  Board nor any  committee
thereof will, (i) withdraw or modify, or publicly propose to withdraw or modify,
in a manner adverse to Wiley,  its  recommendation  discussed above, or take any
action  not  explicitly   permitted  by  the  Merger  Agreement  that  would  be
inconsistent  with,  its  approval of the Offer and the Merger,  (ii) approve or
recommend, or publicly propose to approve or recommend, any Acquisition Proposal
or (iii)  cause the  Company to enter into any  letter of intent,  agreement  in
principle, acquisition agreement, commitment or similar agreement related to any
Acquisition Proposal.  Notwithstanding the foregoing,  until receipt of the vote
of the holders of a majority of the outstanding  Shares,  the Company Board will
be permitted  (i) not to recommend to its  stockholders  acceptance of the Offer
and/or  approval and adoption of the Merger  Agreement  and the Merger,  (ii) to
withdraw,  or modify in a manner  adverse to Wiley,  its  recommendation  to its
stockholders  discussed  above,  (iii) to  approve  or  recommend  any  Superior
Proposal or (iv) to terminate the Merger  Agreement in accordance with its terms
and in  connection  therewith  enter  into an  agreement  with  respect  to such
Superior  Proposal,  but only if (y) the  Company has  received  an  Acquisition
Proposal which the board of directors  determines in good faith, after receiving
the advice of a nationally recognized financial advisor,  constitutes a Superior
Proposal and (z) the Company Board determines in good faith,  after consultation
with and advice from outside legal counsel, that the failure to take such action
could  reasonably be deemed to constitute a breach of its fiduciary duties under
applicable  law.  For the  purposes of the "no  solicitation"  provision  of the
Merger  Agreement,  the parties have agreed that the scope of the fiduciary duty
of the Company Board will not be deemed to be limited or  constrained  by virtue
of the fact that certain  stockholders  of the Company have agreed in the Voting
and Tender Agreement to tender their Shares to Purchaser and to vote in favor of
the Merger, and in considering  whether its failure to take any action specified
above would  reasonably be deemed to be a breach of its fiduciary  duties to the
stockholders  of the Company  under  applicable  law, the Company  Board will be
entitled to assume that the Voting and Tender Agreement has been terminated.

                                       21



     Under the  Merger  Agreement,  "Acquisition  Proposal"  means any bona fide
offer,  inquiry or  proposal  for (i) a merger,  reorganization,  consolidation,
share exchange, business combination, or other similar transaction involving the
Company  or any of its  subsidiaries,  (ii)  any  proposal  or  tender  offer or
exchange offer to acquire, directly or indirectly,  securities representing more
than 15% of the voting  power of the  Company  or the  filing of a  registration
statement  under the Securities  Act in connection  therewith or (iii) any sale,
lease,  exchange,  mortgage,  pledge,  transfer or other  disposition  of all or
substantially  all of the assets of the Company and its Subsidiaries  taken as a
whole, other than the Offer and the Merger contemplated by the Merger Agreement.

     Under the Merger Agreement, "Superior Proposal" means any bona fide written
Acquisition Proposal, which was not solicited by the Company or any affiliate or
agent of the Company at the  explicit or implicit  direction  of the Company and
which  does not  include  any  financing  condition,  with  respect to which the
Company  Board  determines  in good  faith  (after  receiving  the  advice  of a
nationally  recognized  financial  advisor and taking into account all the terms
and conditions of the  Acquisition  Proposal,  which terms and  conditions  must
include all legal,  financial and regulatory aspects of the proposal, the Person
making such Acquisition Proposal,  and the strategic benefits to be derived from
the Offer and the Merger and the  long-term  prospects  of the  Company  and its
Subsidiaries)  is  more  favorable  to  the  Company's  stockholders  (in  their
capacities as  stockholders)  from a financial  point of view than the Offer and
Merger.

     OTHER ACTIONS.  The Merger Agreement provides that the Company,  Wiley, and
Purchaser, will not take any action:

     o  that  would  or  could  reasonably  be  expected  to make  any of  their
        respective  representations  and  warranties  set  forth  in the  Merger
        Agreement  that are  qualified  as to  materiality  to become  untrue or
        incorrect in any material respect,

     o  that  would  or  could   reasonably   be   expected  to  make  any  such
        representations  and  warranties  that are not so  qualified  to  become
        untrue or  incorrect  in any  material  respect so as to have a Material
        Adverse Effect (as defined below),

     o  that  would  result  in any of the  conditions  to the  Offer  not being
        satisfied  (subject  to the Company  Board's  fiduciary  obligations  as
        described above), or

     o  cause any of the  conditions  to the Offer (as  described  in Section 15
        hereof) to not be  satisfied  (subject  to the  Company's  right to take
        action with respect to any Superior Proposals, as discussed above).

     COMPANY STOCKHOLDER MEETING.  Pursuant to the Merger Agreement, if required
by applicable law in order to consummate the Merger, the Company, acting through
the  Company  Board,  will  call and hold the  Company  Stockholder  Meeting  as
promptly as practicable  following  consummation of the Offer for the purpose of
considering  and taking  action on the  Merger  Agreement  and the  Merger  (the
"Company Stockholder  Meeting").  At the Company Stockholder Meeting,  Wiley and
Purchaser will cause all Shares then owned by them and their  subsidiaries to be
voted in favor of the adoption of the Merger Agreement. If Purchaser acquires at
least  90% of the  outstanding  Shares,  however,  the  parties  will  take  all
necessary and  appropriate  action to cause the Merger to become  effective,  in
accordance with Section 253 of the DGCL,  without a meeting of the  stockholders
of the Company.

     COMPANY  BOARD  REPRESENTATION.  The Merger  Agreement  provides  that upon
purchase by Purchaser of Shares pursuant to the Offer,  Purchaser is entitled to
designate  for election as  directors  of the Company such number of  directors,
rounded up to the next whole number, as is equal to the product of (i) the total
number of directors of the Company  constituting the whole Company Board (giving
effect to any  increase in the number of  directors in order to comply with this
provision)  and (ii) the  percentage  that the voting power of Shares of Company
Common Stock  beneficially  owned by Wiley and  Purchaser  (including  Shares of
Company Common Stock paid for pursuant to the Offer),  upon such payment,  bears
to the total  voting power of Shares of Company  Common Stock then  outstanding,
and the  Company  will take all  action  within  its power to cause  Purchaser's
designees to be elected or appointed to the Company  Board,  including,  without
limitation,  increasing  the number of  directors,  and  seeking  and  accepting
resignations of incumbent  directors.  At such time, the Company will also, upon
the request of Wiley or  Purchaser,  use its  reasonable  best  efforts to cause
individual  directors  designated  by  Purchaser  to  constitute  the  number of
members, rounded up to the next whole number, on (i) each committee of

                                       22



the Board of  Directors  other  than any such  committee  of the  Company  Board
established  to take  action  under the Merger  Agreement  and (ii) the board of
directors of each  significant  subsidiary  of the Company,  and each  committee
thereof,  that represents the same percentage as Purchaser's designees represent
on  the  Company  Board.  Notwithstanding  the  foregoing,  in  the  event  that
Purchaser's designees are appointed or elected to the Company Board, the Company
Board will at all times until the Effective Time have at least two directors who
are directors on the date of the Merger Agreement or otherwise not affiliates of
Wiley (the "Continuing  Directors");  provided that in the event that the number
of  Continuing  Directors is reduced  below two for any reason  whatsoever,  the
Company  Board will  cause the person  designated  by the  remaining  Continuing
Director to fill such  vacancy and such person will be deemed to be a Continuing
Director for all purposes of the Merger Agreement or, if no Continuing Directors
then remain,  the other  directors of the Company then in office will  designate
two persons to fill such vacancies who are not officers, directors, employees or
affiliates of the Company or Wiley or any of their  respective  subsidiaries and
such persons will be deemed to be Continuing  Directors for all purposes of this
Agreement.

     Following the election or appointment  of  Purchaser's  designees and until
the Effective Time, the approval of the Continuing Directors will be required to
authorize  (and such  authorization  will  constitute the  authorization  of the
Company  Board and no other  action on the part of the  Company,  including  any
action by any other directors of the Company, will be required to authorize) any
termination or amendment of the Merger  Agreement by the Company,  any amendment
of the certificate of incorporation or bylaws of the Company  inconsistent  with
the Merger Agreement, any extension of time for performance of any obligation or
action  under the  Merger  Agreement  by Wiley or  Purchaser,  any waiver of any
condition to Wiley's or Purchaser's  obligations  under the Merger  Agreement or
any of the Company's rights thereunder,  or any material transaction with Wiley,
Purchaser  or any  affiliate  thereof  (other than the pay-off of the  Company's
credit facilities).

     ACCESS TO  INFORMATION.  The Merger  Agreement  provides  that,  during the
period after the  execution of the Merger  Agreement  and prior to the Effective
Time, the Company will, and will cause its subsidiaries to:

     o afford to Wiley and its counsel, financial advisors,  auditors, and other
       authorized  representatives  reasonable  access,  during normal  business
       hours,  to the offices,  properties,  books and records and contracts and
       agreements of the Company and its subsidiaries,

     o furnish to Wiley,  its  officers,  employees  and its counsel,  financial
       advisors, auditors and other authorized  representatives,  such financial
       and operating data and other  information  as it may reasonably  request,
       and

     o instruct the employees and its counsel, financial advisors,  auditors and
       other authorized  representatives  of the Company and its subsidiaries to
       cooperate  with  Wiley  in its  investigation  of  the  Company  and  its
       subsidiaries.

     The Merger Agreement provides that between the date of the Merger Agreement
and the  Effective  Time,  the Company will furnish to Wiley and  Purchaser  (i)
within five business days after the delivery thereof to management, such monthly
financial  statements and data as are regularly prepared for distribution to the
Company  management  and (ii) at the  earliest  time  they are  available,  such
quarterly  and annual  financial  statements  as are prepared for the  Company's
filings  with the  Commission,  which  (in the case of clause  (ii))  must be in
accordance with the books and records of the Company.

     Pursuant  to the  terms of the  Merger  Agreement,  except as  required  by
applicable  law,  Wiley  will  hold,  and will  cause its  officers,  directors,
employees,  accountants,  counsel,  consultants,  advisors and agents to hold in
confidence,  all documents and information  concerning the Company or any of its
Subsidiaries  furnished  to  Wiley  or its  affiliates  in  connection  with the
Transactions  in  accordance  with  the  terms  of  the  Confidentiality  Letter
agreement dated May 29, 2001 between the Company and Wiley.

     EFFORTS.  Subject  to the  terms  and  conditions  provided  in the  Merger
Agreement,  Wiley,  Purchaser  and the Company  have agreed to use  commercially
reasonable  efforts to take,  or cause to be taken,  all actions,  and to do, or
cause to be done,  and to assist and cooperate  with the other parties in doing,
all things necessary,  proper or advisable to consummate and make effective,  in
the most  expeditious  manner  practicable,  the  Offer and the  Merger  and the
Transactions. The parties have agreed to comply with all legal requirements that
may be imposed


                                       23


on them with respect to the Offer or the Merger and the Transactions,  including
(i) obtaining all necessary  waivers,  consents and approvals of or filings with
any  governmental  entity  and the  making of all  necessary  registrations  and
filings (including filings with governmental  entities,  if any), (ii) obtaining
all material consents,  approvals or waivers from third parties, (iii) defending
any lawsuits or other legal  proceedings  (whether  judicial or  administrative,
challenging  the  Merger  Agreement  or the  consummation  of  the  Transactions
including, without limitation, seeking to have any stay or temporary restraining
order entered by any court or other  governmental  entity  vacated or reversed),
and (iv) executing and delivering any necessary additional instruments.

     In connection with and without limiting the foregoing,  the Company and the
Company Board, if any state takeover statute or similar statute or regulation is
or becomes  applicable  to the Offer,  the Merger,  the Merger  Agreement or the
Transactions  contemplated  by the  Merger  Agreement,  use  their  commercially
reasonable efforts to ensure that the Offer, the Merger and the Transactions may
be  consummated  as promptly as  practicable  on the terms  contemplated  by the
Merger Agreement and otherwise minimize the effect of such statute or regulation
on the  Offer,  the  Merger  and the  Transactions  contemplated  by the  Merger
Agreement.  This provision does not limit or affect the Company's taking actions
specifically permitted by the "No Solicitation" section of the Merger Agreement,
as described above.

     In connection with the preceding  paragraph,  each of the Company and Wiley
will,  as promptly as  practicable  following  the execution and delivery of the
Merger  Agreement,  (i)  file  with  the  appropriate  United  States  antitrust
authorities  the  notification  and report required by applicable law (but in no
event later than five business days after the date of the Merger Agreement) and,
if so  requested  by the other such  party,  request  early  termination  of the
waiting period thereunder and (ii) file with the relevant  governmental entities
in other  jurisdictions  all  other  antitrust  filings,  if any,  required  for
consummation  of the  Transactions  under any  applicable  law. The parties also
agree that neither party will be required to take any action including,  without
limitation, the proposing, negotiating,  committing to and effecting, by consent
decree, hold separate order or otherwise,  the sale,  divestiture or disposition
of  assets or  businesses  of Wiley (or any of its  subsidiaries)  or  otherwise
taking or committing  to take actions that after the Effective  Time would limit
Wiley or its subsidiaries'  freedom of action with respect to, or its ability to
retain,  one or more of its subsidiaries'  businesses,  product lines or assets.
Notwithstanding  the foregoing,  Wiley agrees that, if necessary to eliminate an
impediment  under any antitrust law that may be asserted by a U.S.  governmental
antitrust  authority to the  Transactions,  Wiley will consent to the reasonable
sale or disposition of one or more of the Company's  copyrighted works published
or under contract to be published ("Titles");  provided, however, that (a) Wiley
will  not  be  required  to  consent  to  the  divestiture  of any of its or its
affiliates'  pre-closing  assets,  (b) the  divestiture  of Titles that produced
aggregate net revenues for the 12-month period ended June 30, 2001 of up to $2.0
million will be deemed reasonable within the meaning of this provision,  and the
divestiture  of Titles in excess of such  amount will not be  required,  and (c)
Wiley  will  not  be  required  to  consent  to any  divestiture  that  must  be
consummated prior to the Effective Time.

     Subject to the terms and conditions of the Merger Agreement, in furtherance
and not in limitation of the covenants of the parties contained therein,  if any
administrative  or judicial action or proceeding,  including any proceeding by a
governmental  entity or a private  party,  is  instituted  (or  threatened to be
instituted)  challenging  any  Transactions  as violative of any applicable law,
each of the parties will  cooperate in all respects  with each other and use its
respective  commercially  reasonable  efforts in order to contest and resist any
such action or proceeding  and to have vacated,  lifted,  reversed or overturned
any decree, judgment, injunction or other order, whether temporary,  preliminary
or  permanent,  that is in effect  and that  prohibits,  prevents  or  restricts
consummation of the Transactions contemplated by the Merger Agreement.

     INDEMNIFICATION  AND  INSURANCE.  Pursuant  to the  Merger  Agreement,  the
Company will, to the fullest extent permitted by the DGCL, regardless of whether
the  Merger  becomes  effective,  and after the  Effective  Time,  Wiley and the
Surviving  Corporation  will,  jointly  and  severally,  to the  fullest  extent
permitted by the DGCL, indemnify (including  reasonable attorneys' fees, but not
including settlements not consented to), defend and hold harmless any person who
was at any time prior to and  including  the  Effective  Time (i) a director  or
officer of the Company, or (ii) a director,  officer, trustee, employee or agent
of any other enterprise,  serving as such at the request of the Company,  or the
legal  representatives  of such  persons  ("Indemnified  Parties"),  against all
losses, liabilities,


                                       24



expenses  (including  attorney's  fees),  claims,  fines,  penalties  or damages
incurred in connection  with any civil,  criminal or arbitrative  suit,  action,
proceeding or  investigation by reason of his or her being or having been such a
director,  officer, employee or agent prior to and including the Effective Time,
for a period of six  years  following  the  Effective  Time,  or until the final
disposition  of any claim or  proceeding  which  commenced  with  such  six-year
period.

     The indemnification rights of the Indemnified Parties in the certificate of
incorporation  and bylaws of the Company and its subsidiaries on the date of the
Merger Agreement will survive the Merger with respect to matters occurring prior
to the  Effective  Time,  and will  continue  for a period  of not less than the
relevant statutes of limitations. The certificate of incorporation and bylaws of
the  Surviving  Corporation  will  contain  indemnification  provisions  for the
Indemnified  Parties no less  favorable than those  provisions  contained in the
Company's certificate of incorporation and bylaws as in effect immediately prior
to the  date  of the  Merger  Agreement,  and may not be  amended,  modified  or
otherwise  repealed  for a period of six years  from the  Effective  Time in any
manner  that  would  adversely  affect  the  rights of the  Indemnified  Parties
thereunder, without such persons' written consent.

     In addition, for six years after the Effective Time, Wiley will provide, or
cause the Surviving  Corporation to provide,  with respect to matters  occurring
prior to the  Effective  Time,  policies of directors  and  officers'  liability
insurance  comparable  to those  currently  maintained  by the  Company  for the
benefit of persons currently  covered by the Company's  directors' and officers'
liability  insurance  policies  (except  to the extent  any  provisions  in such
insurance are no longer generally available in the market),  provided that in no
event will the Surviving  Corporation  be required to expend in any one year for
such  insurance  an amount in excess of 200% of the  aggregate  annual  premiums
currently  paid by the Company,  but in such case will  purchase as much of such
coverage as possible for that amount.

     In the event of any suit, action,  proceeding or investigation  referred to
above, (a) the Company or the Surviving Corporation, as applicable, will pay the
reasonable  fees and expenses of counsel  selected by the  Indemnified  Parties,
which  counsel will be reasonably  satisfactory  to the Company or the Surviving
Corporation;  provided,  however,  that  neither the  Company nor the  Surviving
Corporation  will be  obligated  pursuant to this  paragraph to pay the fees and
disbursements of more than one counsel for all Indemnified Parties in any single
action except to the extent that, in the opinion of counsel for the  Indemnified
Parties,  two or more of such Indemnified Parties have conflicting  interests in
the outcome of such action,  and (b) the Company and the  Surviving  Corporation
will cooperate in the defense of any such matter;  and provided,  however,  that
neither  the  Company  nor the  Surviving  Corporation  will be  liable  for any
settlement  effected  without its written  consent  (which  consent  will not be
unreasonably withheld).

     The indemnification and insurance  provisions will survive the consummation
of the Merger at the Effective  Time,  and will be binding on all successors and
assigns of Wiley and the Surviving  Corporation.  Proper provisions must be made
in the case of transfers of all or substantially all of the assets of Wiley, the
Surviving   Corporation  or  their   successors  and  assigns,   so  that  these
indemnification  and insurance  obligations  are assumed by such  successors and
assigns.

     NOTIFICATION  OF CERTAIN  MATTERS.  Wiley and the  Company  have  agreed to
promptly notify each other of:

          (i) any  representation or warranty made by it contained in the Merger
     Agreement  that is  qualified  as to  materiality  and  becomes  untrue  or
     inaccurate in any respect, or any representation or warranty that is not so
     qualified becomes untrue or inaccurate in any material respect, at or prior
     to the Effective Time;

          (ii) the failure by it to perform,  or comply  with,  in any  material
     respect, any of its obligations,  covenants, or agreements contained in the
     Merger Agreement, which failure,  individually or in the aggregate, has had
     or would  reasonably  be  expected  to have a Material  Adverse  Effect (as
     defined below);

          (iii) the Company or Wiley obtaining knowledge of a material breach by
     the  other  party,  of  their  respective  representations,  warranties  or
     covenants under the Merger Agreement,  of which the breaching party has not
     already given notice pursuant to clauses (i) or (ii) above;

                                       25




          (iv) any notice or other  communication  from any third party alleging
     that the consent of such third  party is or may be  required in  connection
     with the Transactions;

          (v) any notice or other  communication from any governmental entity in
     connection with the Transactions;

          (vi)  any  actions,   suits,  or  proceedings  commenced  or,  to  its
     knowledge,  threatened  against,  relating  to or  involving  or  otherwise
     affecting the Company,  Wiley or any of their respective  subsidiaries that
     relate to the consummation of the Transactions; or

          (vii) the  occurrence  of any other event which  would  reasonably  be
     likely to have a Material Adverse Effect on the Company or cause any of the
     Merger  Conditions  (as defined  below) to be  unsatisfied  in any material
     respect at any time prior to consummation of the Offer.

     As used in the Merger  Agreement,  "Material  Adverse  Effect" means,  with
respect to any Person, any change, result, effect, event, occurrence or state of
facts  (or any  development  that has had or is  reasonably  likely  to have any
change or effect) that,  individually  or in the  aggregate  with any such other
change,  result,  effect,  event,  occurrence  or  state of  facts,  is or would
reasonably be expected to be, materially adverse (even if not (i) foreseeable or
known as of August 12, 2001 or (ii)  constituting a breach of a  representation,
warranty  or  covenant  set  forth in the  Merger  Agreement)  to the  business,
condition (financial or otherwise),  assets, liabilities,  results of operations
or prospects (including EBITDA) of such Person and its subsidiaries,  taken as a
whole, or which is or would  reasonably be expected to be materially  adverse to
the  ability of such  Person to perform  on a timely  basis any of its  material
obligations  under the  Merger  Agreement  or to  consummate  the  Transactions.
However, none of the following will be deemed in themselves,  either alone or in
combination,  to  constitute,  and none of the  following  are to be taken  into
account in determining  whether there has been, a Material  Adverse Effect:  (i)
any  change in the  market  price or  trading  volume of  capital  stock of such
Person, (ii) changes,  events or occurrences in the U.S. securities markets that
are not specific to such Person,  (iii) any adverse changes  relating to general
business or economic  conditions  which are not  specific to such Person and its
subsidiaries,  (iv) any adverse change,  result,  event,  development,  state of
facts or effect  attributable to the  announcement or pendancy of the Offer, the
Merger  and the  Transactions  (including  any  cancellations  of or  delays  in
customer  agreements,  any  reduction  in sales,  any  disruption  in  supplier,
distributor,  partner or similar  relationships  or any loss of  employees),  or
resulting from or relating to compliance with the terms of, or the taking of any
action  required by the Merger  Agreement  and (v) any adverse  change,  result,
event,  development  or effect  arising  from or  relating to any change in U.S.
generally accepted accounting principles.

     PUBLIC  ANNOUNCEMENTS.  The Merger  Agreement  provides  that Wiley and the
Company will consult with each other before  issuing any press release or making
any public statement  (including any broadly issued statement or announcement to
employees) with respect to the Merger Agreement or the Transactions  and, except
as may be required by applicable law or any listing  agreement with any national
securities  exchange,  will not issue any such  press  release  or make any such
public statement  without the prior consent of the other (which consent must not
be unreasonably withheld).

     CERTAIN EMPLOYEE BENEFITS.  The Merger Agreement provides that for one year
after the  Effective  Time,  Wiley will  provide or cause to be  provided to the
employees of the Company and its subsidiaries immediately prior to the Effective
Time (the  "Company  Employees"),  compensation  and benefits  comparable to the
compensation  opportunities  (consisting  of base  pay,  commissions  and  bonus
opportunities)  and benefits  (exclusive of any such  compensation  and benefits
consisting of or based on any equity securities) provided by the Company and its
subsidiaries  immediately  prior to the Effective  Time. The preceding  sentence
will not preclude Wiley or the Surviving  Corporation or its subsidiaries at any
time following the Effective Time from terminating the employment of any Company
Employee and such compensation  opportunities will, subject to the provisions of
any Employee Plan, be required to be provided to any such Company  Employee only
during his or her period of employment,  so long as any such terminated employee
receives  severance and other  termination  benefits upon or in connection  with
such termination in an amount which is at least equal to the severance and other
termination  benefits  which would have been provided to such employee under the
terms of the severance or other  applicable  agreements or  arrangements  of the
Company or a subsidiary in effect immediately prior to the Effective Time.



                                       26


Nothing  contained in the Merger Agreement will be construed to limit the rights
and obligations of the Company, any subsidiary of the Company and any current or
former  employee or other  personnel (and where  applicable,  the dependents and
beneficiaries  of any such  employees or other  personnel)  under each  Employee
Plan. Further, nothing in the Merger Agreement will be construed to prohibit the
Surviving  Corporation  from amending or terminating any contracts,  agreements,
arrangements,  policies, plans and commitments with respect to any Employee Plan
in accordance with the terms thereof and with applicable Law.

     The Merger  Agreement  provides further that each Company Employee be given
full credit for all service  with the  Company  and its  subsidiaries  and their
respective predecessors under any plans or arrangements providing vacation, sick
pay,  severance,  retirement,  pension or retiree welfare benefits maintained by
Wiley or the Surviving  Corporation  or any of their  respective  affiliates for
purposes  of vesting,  eligibility  and  seniority.  Prior  service  will not be
credited for benefit accrual under any pension plan or retiree welfare plan.

     In the event of any  change in the  welfare  benefits  provided  to Company
Employees  following the Effective  Time that become  effective in the plan year
that  includes  the  Effective  Time,  Wiley  will or will  cause the  Surviving
Corporation to waive all limitations as to pre-existing  conditions,  exclusions
and waiting  periods with  respect to  participation  and coverage  requirements
applicable  to the  Company  Employees  under any such  welfare  benefits to the
extent that such  conditions,  exclusions or waiting  periods would not apply in
the absence of such change and credit each Company Employee with any co-payments
and  deductibles  paid prior to any such  change in  satisfying  any  applicable
deductible or out-of-pocket requirements after such change for the relevant plan
year.

     From and after the  Effective  Time,  Wiley  will  waive or will  cause the
Surviving  Corporation to waive any  pre-existing  conditions or limitations and
eligibility  waiting  periods  under any welfare  benefit  plans of Wiley or the
Surviving  Corporation  with  respect to Company  Employees  and their  eligible
dependents and will give each Company Employee credit for the plan year in which
the  Effective   Time  occurs   towards   applicable   deductibles   and  annual
out-of-pocket limits for expenses incurred prior to the Effective Time.

     CONDITIONS TO CONSUMMATION OF THE MERGER. Pursuant to the Merger Agreement,
the respective  obligations of Wiley,  Purchaser and the Company to complete the
Merger are subject to the  satisfaction  or waiver,  at or before the  Effective
Time,  of  each  of  the  following   conditions   (collectively,   the  "Merger
Conditions"):

     o Purchaser  must have  purchased  the Shares  pursuant  to the Offer (this
       condition  will be deemed to be  satisfied  for  Wiley and  Purchaser  if
       Purchaser fails to accept for payment or pay for Shares validly  tendered
       and not withdrawn  pursuant to the Offer in violation of the terms of the
       Offer or the Merger Agreement);

     o if  required  by  applicable  law,  the Merger  Agreement  must have been
       approved  and adopted by the  required  vote of the  stockholders  of the
       Company in accordance with the DGCL; and

     o there must not be any statute, rule or regulation enacted, promulgated or
       deemed applicable to the Merger by any governmental entity preventing the
       consummation of the Merger or making the consummation  thereof  unlawful,
       and  there  must  not  be in  effect  any  temporary  restraining  order,
       preliminary or permanent injunction or other order issued by any court of
       competent  jurisdiction   preventing  the  consummation  of  the  Merger;
       provided,  however,  that each of the parties must have used commercially
       reasonable  efforts to prevent the entry of any such  injunction or other
       order and to appeal as promptly as possible any injunction or other order
       that may be entered.

     TERMINATION. Pursuant to its terms, the Merger Agreement may be terminated,
and the  Merger  may be  abandoned,  at any time  prior to the  Effective  Time,
whether  before  or after  approval  of the  Merger by the  stockholders  of the
Company:

          (i) by mutual written consent of Wiley, Purchaser and the Company;

          (ii) by either the Company (by action of the Continuing Directors only
     following the purchase of Shares pursuant to the Offer) or Wiley:



                                       27


          o if any  court  or  governmental  entity  has  restrained,  enjoined,
            prohibited  or otherwise  made illegal the Merger by an order (other
            than a temporary restraining order),  decree, ruling or other action
            which has become final and nonappealable; or

          o if (x) the Offer has expired  without any Shares being  purchased or
            (y) Wiley or  Purchaser  has not  accepted  for  payment  all Shares
            tendered  pursuant to the Offer by December  31, 2001 (this right to
            terminate  will not be  available  to any  party  whose  failure  to
            fulfill any obligation under the Merger Agreement has been the cause
            of, or resulted  in, the failure of Wiley or  Purchaser  to purchase
            the Shares pursuant to the Offer);

          (iii) by the Company:

          o if Wiley or Purchaser  fails to commence  the Offer  pursuant to the
            Merger  Agreement  (this right to terminate will not be available if
            the  Company  is in  breach  of its  obligations  under  the  Merger
            Agreement  such as to (x)  cause a  Material  Adverse  Effect on the
            Company or (y) prevent or materially hinder or delay the purchase of
            the Shares pursuant to the Offer or the Merger);

          o in connection with entering into a definitive agreement with respect
            to a  Superior  Proposal,  pursuant  to  the  terms  of  the  Merger
            Agreement,  if (x) the Company  provides written notice to Wiley and
            Purchaser of the material  terms and  conditions of the  Acquisition
            Proposal,  which the Company Board  determines in good faith,  after
            consultation with and advice from a nationally  recognized financial
            advisor  and its  outside  legal  counsel,  constitutes  a  Superior
            Proposal,  attaching  the most current  version of such  Acquisition
            Proposal with respect thereto and identifying the Person making such
            Acquisition  Proposal,  (y) after  five  business  days  immediately
            following  delivery  of  such  written  notice,  the  Company  Board
            reasonably  determines,  based  upon  the  advice  of  a  nationally
            recognized  financial  advisor,  that any proposal made by Wiley and
            Purchaser  supplementing  the terms and conditions of the Offer,  is
            not  at  least  as  favorable  to  the  Company  and  the  Company's
            stockholders  as  the  terms  and  conditions  of  such  Acquisition
            Proposal,  and (z) upon  entering into a definitive  agreement  with
            respect to a Superior  Proposal,  the Board of Directors  causes the
            Company simultaneously to pay Wiley the Termination Fee and Expenses
            (as defined below);

          o if Wiley or Purchaser have made a material misrepresentation or have
            breached  in  any   material   respect   any  of  their   respective
            representations, warranties, covenants or other agreements contained
            in the  Merger  Agreement,  which  breach  cannot be or has not been
            cured, in all material respects,  within 15 days after the giving of
            written notice to Wiley or Purchaser, as applicable;

          (iv) by Wiley:

          o if, due to an  occurrence,  not resulting  from a breach by Wiley or
            Purchaser of their  obligations  under the Merger  Agreement,  which
            makes  it  impossible  to  satisfy  any  one or  more  of the  Offer
            Conditions,  Wiley or Purchaser  has failed to commence the Offer on
            or prior to five  business  days  following  the date of the initial
            public announcement of the Offer;

          o if, prior to the purchase of the Shares  pursuant to the Offer,  the
            Company has breached any representation, warranty, covenant or other
            agreement  contained  in the Merger  Agreement  which (x) would give
            rise to the failure of a condition  set forth in  paragraph  (iv) or
            (v) of the Offer  Conditions  described in Section 15 and (y) cannot
            be or has not been cured, in all material  respects,  within 15 days
            after the giving of written notice to the Company;

          o if,  whether  or not  permitted  to do so,  (x)  the  Company  Board
            withdraws or modifies in a manner  adverse to Wiley or Purchaser (or
            fails,  at the  request  of Wiley,  to  reaffirm)  its  approval  or
            recommendation  of  the  Offer,  the  Merger  or the  Agreement,  or
            approves or recommends any  Acquisition  Proposal or (y) the Company
            has  entered  into any  agreement  with  respect to any  Acquisition
            Proposal, including a Superior Proposal entered into pursuant to the
            Merger Agreement.



                                       28




     FEES AND EXPENSES.  Except as provided in the Merger Agreement,  whether or
not the Offer or the Merger is consummated,  all costs and expenses  incurred in
connection with the Merger  Agreement and the  Transactions  will be paid by the
party incurring those expenses.  The Merger  Agreement  further provides that in
the event that (1) the Merger  Agreement is terminated by Wiley  pursuant to the
third bullet point in paragraph (iv) described above under "TERMINATION," or (2)
the Merger  Agreement is terminated by the Company pursuant to the second bullet
point  under  paragraph  (iii)  described  above under  "TERMINATION,"  then the
Company will pay Wiley a termination  fee of $4,000,000  plus an amount equal to
Wiley's  actual  and  resonably  documented  out  of  pocket  expenses  up to an
aggregate of  $2,000,000 in connection  with the Offer,  the Merger,  the Merger
Agreement and the consummation of the Transactions.  In addition,  if the Merger
Agreement is terminated by Wiley prior to  consummation  of the Offer, by reason
of the non-fulfillment of Offer Conditions (iv), (v) and (vi) discussed below in
Section 15 and, at the time of such  termination  Wiley and Purchaser are not in
material breach of their respective obligations under the Merger Agreement, then
the Company will pay to Wiley the Expenses,  and, if within 18 months after such
termination, the Company announces its intention to enter into an agreement with
respect to an Acquisition Proposal and the Company subsequently consummates such
transaction,  then the Company will pay the  Termination Fee at the time of such
consummation.

     The Merger  Agreement  also  provides  that the Company  will pay all taxes
incident to preparing for,  entering into and carrying out the Merger  Agreement
and the consummation of the Offer and the Merger (including, without limitation,
transfer,  stamp and  documentary  taxes or fees, and sales,  use,  gains,  real
property transfer and other or similar taxes or fees).

     In the Merger  Agreement,  the  Company  acknowledged  that the  agreements
contained  under "Fees and Expenses"  are an integral  part of the  Transactions
contemplated by the Merger Agreement, and that, without these agreements,  Wiley
would not have entered  into the Merger  Agreement;  accordingly  if the Company
fails to promptly pay the amounts due as described  above, and Wiley commences a
suit which  results in the payment of such fees,  then the Company will also pay
to Wiley its costs and expenses in connection with such amounts plus interest.

     AMENDMENT. Subject to its terms, the Merger Agreement may be amended by the
parties at any time before or after any  required  approval of the Merger by the
stockholders  of the  Company  (subject  to  further  approval  by  the  Company
stockholders  if required  by law),  provided,  however,  that in the event that
Purchaser's  designees are appointed or elected to the Board of Directors of the
Company as provided in the Merger Agreement, after the acceptance for payment of
Shares  pursuant to the Offer and prior to the Effective  Time, the  affirmative
vote of a majority  of the  Continuing  Directors  will be  required to amend or
terminate the Merger Agreement by the Company, or exercise,  or waive any of the
Company's  rights or remedies  under the Merger  Agreement,  extend the time for
performance of Wiley's and Purchaser's obligations,  take any action to amend or
otherwise modify the Company's Amended and Restated Certificate of Incorporation
or bylaws or take any  action  that  would  adversely  affect  the rights of the
stockholders  of the  Company  or the  holders of  Options  with  respect to the
Transactions.

     WAIVER. At any time prior to the Effective Time, the parties may (i) extend
the time for the  performance  of any of the  obligations  of the other parties,
(ii) waive any inaccuracies in any representations and warranties on the part of
the other  parties  or (iii)  waive  compliance  with any of the  agreements  or
conditions  therein (subject to further approval by the Company  stockholders if
required by law).

VOTING AND TENDER AGREEMENT

     Pursuant to the Voting and Tender  Agreement,  IDG has agreed to tender its
Shares in the Offer not later than one business day prior to the Expiration Date
and not to withdraw such Shares once  tendered.  IDG has also agreed to vote its
Shares (a) in favor of the Merger,  the Merger  Agreement and the  Transactions,
(b)  against  any action or  agreement  that  would  result in any breach in any
material  respect  of  any  covenant,  representation,  warranty  or  any  other
obligation of the Company under the Merger  Agreement not being  fulfilled,  and
(c) against any action or agreement that would materially impede, interfere with
or attempt to discourage the Offer or the Merger. In addition,  under the Voting
and  Tender  Agreement  (so long as it remains in  effect),  IDG has  granted an
irrevocable proxy to and appointed Wiley as IDG's proxy and  attorney-in-fact to
vote, act by written consent or grant a consent, proxy or approval in respect of
all Shares held by IDG with respect to such vote or action by written


                                       29



consent,  solely for the  purposes of voting in favor of the Merger,  the Merger
Agreement  (as may be amended from time to time,  except for an  amendment  that
would result in a termination  of the Voting and Tender  Agreement  according to
the  terms  thereof)  and any of the  Transactions  contemplated  by the  Merger
Agreement.

     The  agreements  contained  in  the  Voting  and  Tender  Agreement  may be
terminated by any party to that  agreement at any time after the earliest of (a)
an amendment or modification to or waiver under the Merger Agreement,  including
any reduction of the Offer Price, that would be economically adverse to IDG, (b)
the termination of the Merger  Agreement,  (c) the completion of the Merger,  or
(d) December 31, 2001.

CONFIDENTIALITY AGREEMENT

     Pursuant to the Confidentiality  Agreement,  Wiley has agreed,  among other
things,  to  keep  confidential  certain  information   concerning  the  Company
furnished  to it and its  representatives  by or on behalf of the Company or its
representatives  ("Evaluation  Material"),  and to use the  Evaluation  Material
solely for the purpose of  evaluating a possible  transaction  with the Company.
Wiley has further agreed to maintain the  confidentiality  of any discussions or
negotiations with the Company and, upon request, to redeliver or destroy all the
Evaluation  Material.  Wiley also agreed that,  unless  specifically  invited in
writing by the Company,  it will not,  directly or  indirectly,  effect or seek,
offer or propose to effect certain transactions involving the Company, including
any  acquisition  of  securities  or  assets  of  the  Company  or  any  of  its
subsidiaries  or  any  tender  or  exchange  offer,  merger  or  other  business
combination involving the Company or any of its subsidiaries for a period of one
year from the date of the  Confidentiality  Agreement.  For a period of eighteen
months from the date of the Confidentiality Agreement, neither Wiley, nor any of
its  affiliates  will  directly or indirectly  solicit to employ  certain of the
current officers or employees of the Company.

APPRAISAL RIGHTS

     Holders  of Shares do not have  appraisal  rights  in  connection  with the
Offer. However, if the Merger is consummated, holders of Shares at the Effective
Time will have certain  rights  pursuant to the provisions of Section 262 of the
DGCL,  including  the right to dissent and demand  appraisal  of, and to receive
payment in cash of the fair value of,  their  Shares.  Under  Section 262 of the
DGCL,  dissenting  stockholders  of the Company  who comply with the  applicable
statutory procedures will be entitled to receive a judicial determination of the
fair value of their Shares  (exclusive  of any element of value arising from the
accomplishment or expectation of the Merger) and to receive payment of such fair
value in cash,  together with a fair rate of interest thereon,  if any. Any such
judicial  determination  of the fair  value of the  Shares  could be based  upon
factors  other than,  or in  addition  to, the price per Share to be paid in the
Merger or the market value of the Shares.  The value so determined could be more
or less than the price per Share to be paid in the Merger. THE FOREGOING SUMMARY
OF THE RIGHTS OF DISSENTING STOCKHOLDERS UNDER THE DGCL DOES NOT PURPORT TO BE A
COMPLETE STATEMENT OF THE PROCEDURES TO BE FOLLOWED BY STOCKHOLDERS  DESIRING TO
EXERCISE ANY APPRAISAL  RIGHTS  AVAILABLE UNDER THE DGCL. THE  PRESERVATION  AND
EXERCISE  OF  APPRAISAL  RIGHTS  REQUIRE  STRICT  ADHERENCE  TO  THE  APPLICABLE
PROVISIONS OF THE DGCL.

RULE 13e-3

     The  Commission  has adopted  Rule 13e-3 under the Exchange  Act,  which is
applicable to certain "going private"  transactions  and which may under certain
circumstances  be  applicable  to the  Merger or  another  business  combination
following  the  purchase  of  Shares  pursuant  to the Offer in which we seek to
acquire  the  remaining  Shares not held by us. We believe,  however,  that Rule
13e-3 will not be applicable to the Merger  because it is  anticipated  that the
Merger would be effected within one year following consummation of the Offer and
in the Merger,  stockholders  would  receive the same price per Share as paid in
the Offer. If Rule 13e-3 were applicable to the Merger, it would require,  among
other things,  that certain financial  information  concerning the Company,  and
certain  information  relating to the fairness of the proposed  Transactions and
the  consideration  offered to minority  stockholders in such a transaction,  be
filed with the  Commission  and  disclosed  to  minority  stockholders  prior to
consummation of the Transactions.


                                       30




     13.   SOURCE AND AMOUNT OF FUNDS.

     We estimate that the total amount of funds  required to purchase all Shares
pursuant to the Offer and Merger and to repay up to $92,500,000 of the Company's
indebtedness  (see  "Pay-off  of  Credit  Facilities"  in  Section  12)  will be
approximately  $182,500,000.   Wiley  will  ensure  that  sufficient  funds  are
available to acquire all of the outstanding Shares pursuant to the Offer and the
Merger,  and is  currently  negotiating  new  bank  financing  in the  form of a
$200,000,000  five-year term loan. It is anticipated that such financing will be
on customary terms for borrowers of such types. In the event that such financing
is  unavailable,  Wiley  will  arrange  alternate  financing.  The  Offer is not
conditioned  upon  Wiley's or  Purchaser's  ability to finance  the  purchase of
Shares pursuant to the Offer.

     14.   DIVIDENDS AND DISTRIBUTIONS.

     The Merger  Agreement  provides  that the  Company  will not,  and will not
permit any of its  subsidiaries to, between the date of the Merger Agreement and
the Effective Time without the prior consent of Wiley,  declare, set aside, make
or pay any dividend or other distribution (whether in cash, stock or property or
any  combination  thereof)  in respect of any of its capital  stock  (other than
dividends and other  distributions  paid by any subsidiary of the Company to the
Company or any wholly owned subsidiary of the Company).

     15.   CERTAIN CONDITIONS OF THE OFFER.

     For the purposes of this Section 15, capitalized terms used but not defined
herein will have the meanings set forth in the Merger Agreement. Notwithstanding
any other provisions of the Offer, we will not be required to accept for payment
or, subject to any applicable rules and regulations of the Commission, including
Rule 14e-1(c) under the Exchange Act, pay for any tendered Shares, and may delay
the acceptance for payment of or the payment for any tendered Shares,  and under
certain  circumstances,  terminate  or amend the Offer as to any Shares not then
paid  for,  if:  (i) the  Minimum  Condition  has not been  satisfied;  (ii) any
applicable  waiting period under the HSR Act has not expired or been terminated;
or (iii) at any time on or after the date of the Merger  Agreement  and prior to
the Expiration Date, any of the following  conditions exist  (collectively,  the
"Offer Conditions"):

          (a) there is threatened or pending any suit,  action or proceeding (i)
     seeking  to  prohibit  or impose  any  material  limitations  on Wiley's or
     Purchaser's  ownership  or  operation  (or that of any of their  respective
     subsidiaries  or affiliates)  of all or a material  portion of their or the
     Company's  businesses or assets,  (ii) seeking to compel Wiley or Purchaser
     or their  respective  subsidiaries  and  affiliates  to  dispose of or hold
     separate any  material  portion of the business or assets of the Company or
     Wiley and their  respective  subsidiaries,  in each case  taken as a whole,
     (iii)  challenging  the  acquisition  by Wiley or  Purchaser  of any Shares
     pursuant to the Offer or the Merger,  (iv)  seeking to restrain or prohibit
     the making or consummation of the Offer or the Merger or the performance of
     the  Transactions,  (v) seeking to obtain from the Company any damages that
     would  be  reasonably  likely  to have a  Material  Adverse  Effect  on the
     Company,  (vi)  seeking to impose  material  limitations  on the ability of
     Purchaser, or rendering Purchaser unable, to accept for payment, pay for or
     purchase  some or all of the  pursuant to the Offer and the  Merger,  (vii)
     seeking to impose material limitations on the ability of Purchaser or Wiley
     effectively  to exercise full rights of ownership of the Shares  including,
     without  limitation,  the right to vote the Shares  purchased  by it on all
     matters properly presented to the Company's  stockholders,  or (viii) which
     would be reasonably  likely to have a Material  Adverse  Effect on Wiley or
     Purchaser;  provided that any such suit,  action or proceeding  involving a
     non-governmental  entity  has a  reasonable  likelihood  of  success on the
     merits; or

          (b) there has been any statute, rule, regulation, injunction, order or
     decree enacted, enforced,  promulgated,  issued or deemed applicable to the
     Offer or the Merger by any  governmental  entity that results in any of the
     consequences in paragraph 15(a) above; or

          (c) the Merger  Agreement has been  terminated in accordance  with its
     terms or any event has occurred which gives Wiley or Purchaser the right to
     terminate the Merger Agreement or not consummate the Merger; or

          (d) any  representation  or warranty of the Company  contained  in the
     Merger  Agreement is not true and correct in all respects as of the date of
     consummation of the Offer (disregarding qualifications therein relating



                                       31




     to materiality),  and the failure of such  representation or warranty to be
     true and correct would  reasonably  be expected to have a Material  Adverse
     Effect on the  Company,  provided  that such breach is  incapable  of being
     cured or has not been  cured  prior to the  Expiration  Date (or such later
     date upon  which the  Offer  will  expire  in  accordance  with the  Merger
     Agreement); or

          (e) the  Company  has  failed to  perform  or  comply  with any of its
     obligations, covenants or agreements to be performed or complied with by it
     under the Merger  Agreement,  and such failure would reasonably be expected
     to have a  Material  Adverse  Effect  on the  Company,  provided  that such
     failure to perform or comply  with is  incapable  of being cured or has not
     been cured prior to the Expiration  Date (or such later date upon which the
     Offer will expire in accordance with the Merger Agreement); or

          (f) there has occurred and is continuing (i) any general suspension of
     trading  in  or  limitation  on  prices  for  securities  on  any  national
     securities exchange or in the over-the-counter  market in the United States
     (other than a shortening of trading hours or any  coordinated  trading halt
     triggered  solely as a result of a  specified  increase  or  decrease  in a
     market index), (ii) a declaration of a banking moratorium or any suspension
     of  payments  in  respect  of banks in the  United  States  whether  or not
     mandatory,   (iii)  any  limitation  (whether  or  not  mandatory)  by  any
     governmental  entity  on, or other  event  that  materially  and  adversely
     affects,  the extension of credit by banks or other  lending  institutions,
     (iv) a  commencement  of a war or armed  hostilities  or other  national or
     international  calamity directly or indirectly involving the United States,
     (v) any change in the general  financial bank or capital market  conditions
     which  has  a  material   adverse   effect  on  the  ability  of  financial
     institutions  in the United States to extend credit or syndicate  loans, or
     (vi)  in the  case  of any of the  foregoing  existing  at the  time of the
     execution of the Merger  Agreement,  a material  acceleration  or worsening
     thereof; or

          (g) the Company  Board or any  committee  thereof (i) has withdrawn or
     modified in a manner adverse to Wiley or Purchaser  (including by amendment
     of the Schedule  14D-9) its approval or  recommendation  of the Offer,  the
     Merger or the Merger  Agreement or recommended or approved any  Acquisition
     Proposal,  (ii) upon  request  of  Purchaser,  has failed to  reaffirm  its
     approval  recommendation of the Offer, the Merger Agreement, or the Merger;
     or (iii) has resolved to do any of the foregoing; or

          (h) a Material Adverse Effect on the Company has occurred after August
     12, 2001; or

          (i) Wiley and the Company have agreed that  Purchaser  will  terminate
     the Offer or postpone the  acceptance  for payment of or payment for Shares
     under the Offer; or

          (j) the consent of the lenders  under the Company's  Credit  Agreement
     with respect to Wiley's  pay-off of the credit  facility of the Company (as
     discussed  in Section 12 above)  has not been  obtained  as of the close of
     business on the day prior to the date the Offer is consummated; or

          (k) the consolidated funded debt (including all amounts borrowed under
     the Company's  Credit  Agreement,  the  Subordinated  Loan  Agreement,  any
     agreement for the factoring of the Company's accounts  receivable,  and any
     other outstanding long-term,  short-term or subordinated consolidated debt)
     of the  Company and its  Subsidiaries,  computed  in  accordance  with U.S.
     generally accepted accounting  principles applied on a consistent basis and
     in accordance with the Company's past practice, is greater than $92,500,000
     in the  aggregate  as of the  close of  business  on the date the  Offer is
     consummated;

which in the good faith  judgment of Wiley or Purchaser,  in any such case,  and
regardless of the circumstances giving rise to such condition, and provided that
Purchaser and Wiley have  performed all of their  respective  obligations to use
their  commercially  reasonable efforts to do all things necessary to consummate
the Offer and the Merger,  makes it inadvisable to proceed with the Offer or the
acceptance for payment or payment for the Company Common Stock.

     A public  announcement  may be made of a material  change in, or waiver of,
such  conditions  and the Offer may,  in certain  circumstances,  be extended in
connection with any such change or waiver. See Section 1.



                                       32


     16.   LEGAL MATTERS; REQUIRED REGULATORY APPROVALS.

     Except  as set  forth in this  Offer to  Purchase,  we are not aware of any
licenses or regulatory permits that appear to be material to the business of the
Company  and its  subsidiaries,  taken as a whole,  and that might be  adversely
affected by our acquisition of Shares (and the indirect acquisition of the stock
of the Company's subsidiaries) in the Offer, or any filings,  approvals or other
actions by or with any domestic, foreign or supranational governmental authority
or  administrative  or  regulatory  agency that would be  required  prior to our
acquisition or ownership of the Shares (or the indirect acquisition of the stock
of the  Company's  subsidiaries).  Should any such  approval or other  action be
required, there can be no assurance that any such additional approval or action,
if needed,  would be obtained  without  substantial  conditions  or that adverse
consequences might not result to the Company's or its subsidiaries' business, or
that  certain  parts of the  Company's  or  Wiley's  or any of their  respective
subsidiaries'  business  might not have to be  disposed  of or held  separate or
other substantial  conditions  complied with in order to obtain such approval or
action or in the event that such  approvals  were not  obtained or such  actions
were not taken. Purchaser's obligation to purchase and pay for Shares is subject
to  certain  conditions,  including  conditions  with  respect  to  governmental
actions.  See the  Introduction  and  Section  15 for a  description  of certain
conditions to the Offer,  including with respect to litigation and  governmental
actions.

     STATE  TAKEOVER  LAWS. A number of states  (including  Delaware,  where the
Company is  incorporated)  have  adopted  takeover  laws and  regulations  which
purport,  to varying degrees, to be applicable to attempts to acquire securities
of corporations  which are incorporated in those states or that have substantial
assets,  securityholders,  principal  executive  offices or principal  places of
business  in those  states.  To the extent that these  state  takeover  statutes
purport to apply to the Offer,  we believe that such laws  conflict with federal
law and constitute an unconstitutional  burden on interstate commerce.  In 1982,
the Supreme Court of the United States,  in EDGAR V. MITE CORP.,  invalidated on
constitutional grounds the Illinois Business Takeover Statute, which as a matter
of  state  securities  law  made  takeovers  of  corporations   meeting  certain
requirements  more difficult.  The reasoning in that decision is likely to apply
to certain other state  takeover  statutes.  In 1987,  however,  in CTS CORP. V.
DYNAMICS CORP. OF AMERICA,  the Supreme Court of the United States held that the
State of Indiana  could as a matter of corporate law and, in  particular,  those
aspects of  corporate  law  concerning  corporate  governance,  constitutionally
disqualify  a  potential  acquiror  from  voting  on  the  affairs  of a  target
corporation without the prior approval of the remaining stockholders, as long as
those laws were applicable only under certain conditions.  Subsequently,  in TLX
ACQUISITION  CORP. V. TELEX CORP.,  a federal  district  court in Oklahoma ruled
that the  Oklahoma  statutes  were  unconstitutional  insofar  as they  apply to
corporations  incorporated  outside  Oklahoma,  because they would subject those
corporations to inconsistent  regulations.  Similarly,  in TYSON FOODS,  INC. V.
MCREYNOLDS,  a federal  district  court in Tennessee  ruled that four  Tennessee
takeover statutes were unconstitutional as applied to corporations  incorporated
outside  Tennessee.  This  decision was  affirmed by the United  States Court of
Appeals for the Sixth  Circuit.  In December  1988, a federal  district court in
Florida held, in GRAND  METROPOLITAN PLC V. BUTTERWORTH,  that the provisions of
the Florida  Affiliated  Transactions Act and Florida Control Share  Acquisition
Act were  unconstitutional  as applied to corporations  incorporated  outside of
Florida.

     Except as described  herein, we have not attempted to comply with any state
takeover  statutes in  connection  with the Offer or the Merger.  We reserve the
right to challenge  the  validity or  applicability  of any state law  allegedly
applicable  to the Offer or the Merger and nothing in this Offer to Purchase nor
any action  taken in  connection  with the Offer or the Merger is  intended as a
waiver of that  right.  In the event  that any state  takeover  statute is found
applicable  to  the  Offer  or  the  Merger,  and  it is  not  determined  by an
appropriate  court that the  statutes in question do not apply or are invalid as
applied to the Offer,  we may be required to file  certain  documents  with,  or
receive approvals from, the relevant state authorities,  and we may be unable to
accept for  payment or  purchase  Shares  tendered in the Offer or be delayed in
continuing or  consummating  the Offer. In that case, we may not be obligated to
accept for purchase, or pay for, any Shares tendered. See Section 15.

     ANTITRUST.  Under the HSR Act, and the rules and regulations that have been
issued  by  the  Federal  Trade  Commission  (the  "FTC"),  certain  acquisition
transactions  may not be consummated  until certain  information and documentary
material has been  furnished  for review by the  Antitrust  Division of the U.S.
Department of Justice (the "Antitrust Division") and the FTC and certain waiting
period requirements have been satisfied. The


                                       33


acquisition of Shares  pursuant to the Offer is, and the proposed Merger may be,
subject  to  these   requirements.   Purchaser   intends  to  file  a  Premerger
Notification  and  Report  Form  with  the  Antitrust  Division  and  the FTC in
connection with the purchase of Shares pursuant to the Offer.

     Under the HSR Act, the purchase of Shares in the Offer may not be completed
until the expiration of a 15-calendar-day waiting period following the filing of
certain  information and documentary  material concerning the Offer with the FTC
and Antitrust  Division,  unless the waiting period is earlier terminated by the
FTC  and  the  Antitrust  Division  or  we  receive  a  Request  for  Additional
Information  and  Documentary  Material from the  Antitrust  Division or the FTC
prior to that time. If either the FTC or the Antitrust  Division were to issue a
Request for Additional  Information and Documentary  Material to us, the waiting
period with respect to the Offer would expire at 11:59 p.m., New York City time,
on the tenth calendar day after the date of our substantial compliance with that
request. Thereafter, the waiting period could be extended only by court order or
with  our  consent.  The  additional   10-calendar-day  waiting  period  may  be
terminated sooner by the FTC and the Antitrust Division. Although the Company is
required to file certain information and documentary material with the Antitrust
Division and the FTC in connection with the Offer, neither the Company's failure
to  make  those  filings  nor  the  issuance  to the  Company  by the FTC or the
Antitrust  Division  of a Request for  Additional  Information  and  Documentary
Material will extend the waiting period with respect to the Offer.

     The Antitrust Division and the FTC frequently scrutinize the legality under
the antitrust  laws of  transactions,  such as our  acquisition of Shares in the
Offer and the  proposed  Merger.  At any time  before or after our  purchase  of
Shares,  the  Antitrust  Division  or the FTC could take such  action  under the
antitrust laws that either deems necessary or desirable in the public  interest,
including seeking to enjoin the purchase of Shares in the Offer, the divestiture
of Shares  purchased  pursuant to the Offer or the  divestiture  of  substantial
assets of the Company or Wiley or any of their respective subsidiaries.  Private
parties as well as state  attorneys  general may also bring legal  actions under
the antitrust laws under certain circumstances. See Section 15.

     State antitrust  authorities  and private parties in certain  circumstances
may bring legal action under the  antitrust  laws seeking to enjoin the Offer or
the Merger or to impose  conditions  on the Offer or the Merger.  See  "Efforts"
discussed above in Section 12.

     Wiley and the  Company  each  conduct  operations  in a number  of  foreign
jurisdictions  other than the U.S.  and filings may have to be made with foreign
governments  under their  respective  pre-merger  notification  statutes.  Where
necessary, the parties intend to make such filings.

     In addition,  Wiley and the Company conduct operations in a number of other
countries  where  regulatory  filings or approvals may be required in connection
with the consummation of the Merger.

     17.   FEES AND EXPENSES.

     We have retained D.F. King & Co., Inc. as  Information  Agent in connection
with the Offer.  The  Information  Agent may contact  holders of Shares by mail,
telephone,  telex,  telegraph and personal  interview  and may request  brokers,
dealers and other nominee stockholders to forward material relating to the Offer
to beneficial owners.  Customary compensation will be paid for all such services
in addition to  reimbursement  of  reasonable  out-of-pocket  expenses.  We have
agreed to indemnify  the  Information  Agent  against  certain  liabilities  and
expenses, including liabilities under the federal securities laws.

     In  addition,  we  have  retained  EquiServe  Trust  Company,  N.A.  as the
Depositary.  The  Depositary  has not been  retained  to make  solicitations  or
recommendations  in  its  role  as  Depositary.   The  Depositary  will  receive
reasonable and customary  compensation  for its services in connection  with the
Offer, will be reimbursed for its reasonable  out-of-pocket expenses and will be
indemnified against certain liabilities and expenses in connection therewith.

     Except as set forth above,  we will not pay any fees or  commissions to any
broker, dealer or other person (other than the Information Agent) for soliciting
tenders of Shares  pursuant to the Offer.  We will reimburse  brokers,  dealers,
commercial  banks and trust companies and other nominees for customary  clerical
and  mailing  expenses  incurred  by  them  in  forwarding  materials  to  their
customers.


                                       34




     18.   MISCELLANEOUS.

     The Offer is not being  made to (nor will  tenders be  accepted  from or on
behalf of) holders of Shares residing in any jurisdiction in which the making of
the  Offer  or the  acceptance  thereof  would  not be in  compliance  with  the
securities, blue sky or other laws of such jurisdiction. However, we may, in our
own  discretion,  take any action as we may deem  necessary to make the Offer in
any   jurisdiction   and  extend  the  Offer  to  holders  of  Shares  in  those
jurisdictions.

     In any  jurisdiction  where the securities,  blue sky or other laws require
the Offer to be made by a licensed broker or dealer, the Offer will be deemed to
be made on our behalf by or one or more  registered  brokers or dealers that are
licensed under the laws of such jurisdiction.

     We have filed with the Commission a Tender Offer  Statement on Schedule TO,
together  with  exhibits,  pursuant  to Rule  14d-3  of the  General  Rules  and
Regulations under the Exchange Act,  furnishing certain  additional  information
with  respect to the Offer,  and may file  amendments  to our  Schedule  TO. Our
Schedule TO and any  exhibits or  amendments  may be examined  and copies may be
obtained  from the office of the  Commission  in the same manner as described in
Section 8 with respect to information concerning the Company.

     We have not  authorized  any person to give any  information or to make any
representation  on our behalf not  contained in this Offer to Purchase or in the
Letter of  Transmittal  and,  if given or made,  you should not rely on any such
information or representation as having been authorized. Neither the delivery of
the Offer to Purchase  nor any  purchase  pursuant to the Offer will,  under any
circumstances,  create  any  implication  that  there  has been no change in the
affairs of Wiley, Purchaser, the Company or any of their respective subsidiaries
since the date as of which information is furnished or the date of this Offer to
Purchase.

                                                      HMI ACQUISITION CORP.

August 20, 2001


                                       35




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                                   SCHEDULE I

                    DIRECTORS AND EXECUTIVE OFFICERS OF WILEY

     Set forth  below are the  name,  business  address  and  present  principal
occupation  or  employment,  and  material  occupations,  positions,  offices or
employment  for the past five years of each  director and  executive  officer of
Wiley. The business  address of each director and executive  officer employed by
Wiley is 605 Third Avenue, New York, New York 10158-0012. All executive officers
and directors are citizens of the United States, except for Timothy B. King, who
is a citizen of the United Kingdom.


                                 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME                            MATERIAL POSITIONS HELD DURING PAST FIVE YEARS
- -------                       -------------------------------------------------

Warren J. Baker............   Warren J. Baker,  a director  since 1993, has been
                              President   of   California    Polytechnic   State
                              University  since  1979  and was a  Member  of the
                              National Science Board from 1985 to 1994. He was a
                              Regent of the  American  Architectural  Foundation
                              from  1995 to 1998,  and was Chair of the Board of
                              Directors of the ASCE Civil  Engineering  Research
                              Foundation  from  1989 to 1991.  He is a Fellow of
                              the American Society of Civil Engineers;  a Member
                              of  the  Board  of  Directors  of  the  California
                              Council on Science and Technology; and Co-Chair of
                              the California Joint Policy Council on Agriculture
                              and Higher Education.

H. Allen Fernald...........   H.  Allen  Fernald,  a  director  since  1979,  is
                              President and Chief Executive Officer of Down East
                              Enterprise,  Inc., and Performance Media LLP, both
                              of which are magazine and book publishers. He is a
                              member and past Chair of the  University  of Maine
                              President's  Council,  and Vice Chair of the Board
                              of  Visitors;  a  Director  of United  Publishing,
                              Inc.;  Sun  Journal  Publishing,   Inc.;  Foreside
                              Company, Inc.; and University of Maine Press.

Larry Franklin.............   Larry  Franklin,  a director  since  1994,  became
                              Chairman,  Chief Executive Officer and Director of
                              Harte-Hanks,   Inc.,   an   international   direct
                              marketing company, on May 5, 1999. Previously,  he
                              was  President,   Chief   Executive   Officer  and
                              Director.  He is on the  Board  of  the  Southwest
                              Foundation for Biomedical Research.

John L. Marion, Jr.........   John L. Marion,  Jr., a director since 1999, is an
                              investment   advisor   with   McVeigh  &  Co.,  an
                              investment   consulting  company,   and  has  been
                              associated with various members of the Bass family
                              of Fort Worth, Texas since 1990.

Henry A. McKinnell.........   Henry A.  McKinnell,  a director  since 1996,  has
                              been  Chairman  and  Chief  Executive  Officer  of
                              Pfizer,  Inc.,  a  research-based   pharmaceutical
                              firm,  since May  2001.  He  previously  served as
                              President  and Chief  Executive  Officer of Pfizer
                              from January to April 2001,  and was  President of
                              PPG Pfizer's global pharmaceutical business, since
                              January  1996.  He is a Director of Pfizer,  Inc.;
                              Moody's Corporation;  the Business Roundtable; the
                              Trilateral Commission; and the Stanford University
                              Graduate School of Business Advisory  Council.  He
                              is Chairman  of the  Pharmaceutical  Research  and
                              Manufacturers of America, and Chairman Emeritus of
                              the Business-Higher  Education Forum. He is also a
                              Trustee of the New York Police Foundation, the New
                              York Public Library,  and the Economic Club of New
                              York.

                                       I-1





                                 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME                            MATERIAL POSITIONS HELD DURING PAST FIVE YEARS
- -------                       -------------------------------------------------



William J. Pesce...........   William  J.  Pesce  has been  President  and Chief
                              Executive  Officer  and a  director  since  May 1,
                              1998. He was previously  Chief  Operating  Officer
                              since  May   1997;   Executive   Vice   President,
                              Educational and International Group since February
                              1996; and Vice President,  Educational  Publishing
                              since  September 1989. He is a Member of the Board
                              of  Overseers  of The Stern  School of Business at
                              New  York  University,  and  is on  the  Board  of
                              Directors   of   the   Association   of   American
                              Publishers.

Naomi Seligman.............   Naomi O.  Seligman,  a director  since 2000,  is a
                              senior partner and co-founder of Cassius Advisors,
                              a   management   consulting   firm,   since  1999.
                              Previously,   she  was  a  co-founder  and  senior
                              partner  of The  Research  Board,  an  information
                              technology  research  group from 1975 to 1999. She
                              is a member  of the Board of  Directors  of Asera,
                              Inc.;  The Dun &  Bradstreet  Corporation;  Exodus
                              Communications,   Inc.;   Martha   Stewart  Living
                              Omnimedia,  Inc.;  Oblix,  Inc.; Sun Microsystems,
                              Inc. and Chemdex Ventro Corporation. She is also a
                              trustee  of the  Boston  Museum of  Science  and a
                              member of the Committee of 200.

William R. Sutherland......   William  R.  Sutherland,  a director  since  1987,
                              retired as a Vice  President of Sun  Microsystems,
                              Inc.,  a  manufacturer  of network  and  computing
                              equipment,  in August 2000. He was the Director of
                              Sun  Microsystems  Laboratories  from July 1993 to
                              October 1998. He was  previously  Deputy  Director
                              since  March  1991,  and was  Vice  President  and
                              Treasurer,  Sutherland Sproull & Associates, Inc.,
                              an information and technology  consulting firm. He
                              is a partner in Advanced  Technology  Ventures,  a
                              venture  capital  firm,  and a former  Director of
                              Newmarket Venture Capital, PLC.

Bradford  Wiley II.........   Bradford Wiley II, a director since 1979, has been
                              Chairman  since January 1993, and was an editor in
                              Higher   Education  from  1989  to  1998.  He  was
                              previously a newspaper  journalist,  viticulturist
                              and winery manager.

Peter B.  Wiley............   Peter B.  Wiley,  a  director  since  1984,  is an
                              author and journalist. He is a Member of the Board
                              of the Friends and Foundation of the San Francisco
                              Public Library,  and a member of the Boards of the
                              Data Center and Schoolwise Press.

Ellis E. Cousens...........   Ellis E. Cousens has been Executive Vice President
                              and Chief  Financial and Operations  Officer since
                              March 2001 and is a director  of John Wiley  &Sons
                              International  Rights,  Inc.,  Wiley  Subscription
                              Services,  Inc., Wiley Publishing Services,  Inc.,
                              Wiley Foreign Sales Corporation, Wiley-Liss, Inc.,
                              Clinical  Psychology  Publishing  Company,   Inc.,
                              Trans-editions, Inc., Wiley Interscience, Inc. and
                              WWL, Inc. He was previously Senior Vice President,
                              Chief Financial Officer of Bookspan,  a Bertelsman
                              AG joint venture, from March 2000; Vice President,
                              Finance and  Strategic  Planning of  Bertelsman AG
                              from March 1999; Vice  President,  Chief Financial
                              Officer of BOL.com, a subsidiary of Bertelsman AG,
                              from  August  1998;  Vice   President,   Financial
                              Planning   and   Analysis   of   Reader's   Digest
                              Association,  Inc.  from May  1997;  and  Director
                              Financial Planning and Analysis of Reader's Digest
                              Association, Inc. from May 1996.


                                       I-2





                                 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME                            MATERIAL POSITIONS HELD DURING PAST FIVE YEARS
- -------                       -------------------------------------------------


Stephen A.  Kippur.........   Stephen  A.   Kippur  has  been   Executive   Vice
                              President   and   President,    Professional/Trade
                              Publishing  since  July  1998,  and he  previously
                              served  as  Executive  Vice  President  and  Group
                              President,  Professional,  Reference & Trade;  and
                              Senior Vice President,  Professional,  Reference &
                              Trade Publishing Group.

William J. Arlington.......   William  J.   Arlington   has  been   Senior  Vice
                              President, Human Resources since June 1996, and he
                              previously   served  as  Vice   President,   Human
                              Resources.

Peter W. Clifford..........   Peter W. Clifford has been Senior Vice  President,
                              Finance, Corporate Controller and Chief Accounting
                              Officer since June 1996, and he previously  served
                              as Vice President, Finance and Controller.

Timothy B. King............   Timothy B. King has been  Senior  Vice  President,
                              Planning  and  Development  since June 1996 and he
                              previously served as Vice President,  Planning and
                              Development.

Richard S. Rudick..........   Richard S. Rudick has been General  Counsel  since
                              1978 and Senior Vice President  since 1989, and he
                              previously  served as Vice President and Corporate
                              Secretary.

Deborah E. Wiley...........   Deborah E. Wiley has been Senior  Vice  President,
                              Corporate  Communications since June 1996, and she
                              served as Vice President and Director of Corporate
                              Communications,  and was a Director of the Company
                              until September 1998.

Josephine A. Bacchi........   Josephine A. Bacchi has been  Corporate  Secretary
                              since 1992, and she previously served as Assistant
                              Secretary and Executive Assistant to the Chairman.

Walter J. Conklin..........   Walter J. Conklin has been  Treasurer  since 1988,
                              and he previously served as Corporate Controller.

                                      I-3


                                   SCHEDULE II

                  DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER

     Set forth  below are the  name,  business  address  and  present  principal
occupation  or  employment,  and  material  occupations,  positions,  offices or
employment  for the past five years of each  director and  executive  officer of
Purchaser.  The business address of each director and executive officer employed
by Purchaser is 605 Third Avenue,  New York, New York 10158-0012.  All executive
officers and directors are citizens of the United States,  except for Timothy B.
King, who is a citizen of the United Kingdom.


                                 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME                            MATERIAL POSITIONS HELD DURING PAST FIVE YEARS
- -------                       -------------------------------------------------

Timothy B. King............   Timothy B. King is  President of  Purchaser.  Same
                              material occupations as above in Schedule I.

Richard S. Rudick..........   Richard S. Rudick is Secretary of Purchaser.  Same
                              material occupations as above in Schedule I.

Peter W. Clifford..........   Peter W.  Clifford is the sole  director  and Vice
                              President  and   Treasurer  of   Purchaser.   Same
                              material occupations as above in Schedule I.

Josephine A. Bacchi........   Josephine  A.  Bacchi is  Assistant  Secretary  of
                              Purchaser.  Same material  occupations as above in
                              Schedule I.


                                      II-1




                                  SCHEDULE III

             DIRECTORS AND EXECUTIVE OFFICERS OF HMI INVESTMENT, INC.

     Set forth  below are the  name,  business  address  and  present  principal
occupation  or  employment,  and  material  occupations,  positions,  offices or
employment  for the past five years of each  director and  executive  officer of
HMIInvestment,  Inc. The business address of each director and executive officer
employed  by  HMI Investment, Inc.  is 605  Third  Avenue,  New  York,  New York
10158-0012.  All  executive  officers and  directors  are citizens of the United
States, except for Timothy B. King, who is a citizen of the United Kingdom.



                                 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME                            MATERIAL POSITIONS HELD DURING PAST FIVE YEARS
- -------                       -------------------------------------------------


Timothy B. King............   Timothy  B. King is  President  of HMI Investment,
                              Inc.  Same  material   occupations   as  above  in
                              Schedules I and II.

Richard S. Rudick..........   Richard S. Rudick is Secretary  of HMI Investment,
                              Inc.  Same  material   occupations   as  above  in
                              Schedules I and II.

Peter W. Clifford..........   Peter W.  Clifford is the sole  director  and Vice
                              President  and  Treasurer of  HMI Investment, Inc.
                              Same material  occupations as above in Schedules I
                              and II.

Josephine A. Bacchi........   Josephine A. Bacchi is Assistant  Secretary of HMI
                              Investment,  Inc.  Same  material  occupations  as
                              above in Schedules I and II.

                                      III-1



                                   SCHEDULE IV

           DIRECTORS AND EXECUTIVE OFFICERS OF HMI INVESTMENT, LIMITED

     Set forth  below are the  name,  business  address  and  present  principal
occupation  or  employment,  and  material  occupations,  positions,  offices or
employment  for the past five years of each  director and  executive  officer of
HMIInvestment,  Limited.  The business  address of each  director and  executive
officer employed by  HMI Investment, Limited is Baffins Lane,  Chichester,  West
Sussex,  PO191 UD,  United  Kingdom.  All  executive  officers and directors are
citizens of the United Kingdom, except for Ellis E. Cousens, who is a citizen of
the United States.


                                 PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME                            MATERIAL POSITIONS HELD DURING PAST FIVE YEARS
- -------                       -------------------------------------------------

Ellis E. Cousens...........   Ellis E. Cousens is a director and Chairman of HMI
                              Investment,  Limited.  Same  positions as above in
                              Schedule I.

C.J. Dicks.................   C.J.  Dicks is a  director  and  Secretary  of HMI
                              Investment, Limited. Mr. Dicks served as Financial
                              Director and  Secretary of John Wiley & Sons, Ltd.
                              since  1991 and Chief  Financial  and  Operational
                              Officer  since  May  2001  and as Vice  President,
                              Wiley  Europe  since  1996.  Mr.  Dicks  is also a
                              director  and  Secretary  of Wiley  Europe,  Ltd.,
                              Wiley Heyden Ltd.,  Wiley  Distribution  Services,
                              Ltd.,     Capstone     Publishing     Ltd.     and
                              InPharm-internet Services Ltd.

Dr. J.H. Jarvis............   Dr. J.H.  Jarvis is a director  of HMI Investment,
                              Limited. Dr. Jarvis served as Managing Director of
                              John  Wiley & Sons,   Ltd.   since  1993  and  was
                              appointed  Senior Vice President,  Wiley Europe in
                              1996.  Dr.  Jarvis is a director of Wiley  Europe,
                              Ltd.,  Wiley  Heyden  Ltd.,   Wiley   Distribution
                              Services,   Ltd.,  Capstone  Publishing  Ltd.  and
                              InPharm-internet Services Ltd.


                                      IV-1


                                   SCHEDULE V

                SHARES OR OTHER EQUITY SECURITIES OF THE COMPANY
                    BENEFICIALLY OWNED BY PURCHASER AND WILEY
           (INCLUDING EXECUTIVE OFFICERS, DIRECTORS AND SUBSIDIARIES)

     Set forth  below is the  beneficial  ownership  of Shares of the Company by
each of Purchaser and Wiley, and their respective executive officers,  directors
and subsidiaries.


NAME                   BENEFICIAL OWNERSHIP  TRANSACTIONS IN THE PAST 60 DAYS
- ------                 --------------------  --------------------------------

Peter W. Clifford      6,700 Shares          None.

                                      V-1




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     The Letter of Transmittal,  certificates  for Shares and any other required
documents  should be sent or delivered by each stockholder of the Company or his
broker,  dealer,  commercial  bank,  trust  company  or  other  nominee  to  the
Depositary at one of its addresses set forth below:

                        THE DEPOSITARY FOR THE OFFER IS:
                          EQUISERVE TRUST COMPANY, N.A.


                                                                      

          BY MAIL:                             BY HAND:                       BY OVERNIGHT DELIVERY:

EQUISERVE TRUST COMPANY, N.A.            SECURITIES TRANSFER               EQUISERVE TRUST COMPANY, N.A.
       P.O. Box 43025                 &REPORTING SERVICES, INC.               ATTN: CORPORATE ACTIONS
  Providence, RI 02940-3025       C/O EQUISERVE LIMITED PARTNERSHIP             40 Campanelli Drive
                                    100 Williams Street Galleria                Braintree, MA 02184
                                         New York, NY 10038



     You may direct  questions and requests for  assistance  to the  Information
Agent  at the  address  and  telephone  number  listed  below.  You  may  obtain
additional  copies of this Offer to  Purchase,  the Letter of  Transmittal,  the
Notice  of  Guaranteed  Delivery  and  other  tender  offer  materials  from the
Information Agent as set forth below and they will be furnished  promptly at our
expense.  You may also contact  your  broker,  dealer,  commercial  bank,  trust
company or other nominee for assistance concerning the Offer.

                     THE INFORMATION AGENT FOR THE OFFER IS:

                              D.F. KING & CO., INC.


                                 77 Water Street
                               New York, NY 10005
                         Call Toll Free: (800) 207-3156