Confidentiality Agreement - International Thomson Publishing Inc. and Wave Technologies International Inc.


                           CONFIDENTIALITY AGREEMENT
 
                                January 13, 1999
 
Mr. David R. West
Course Technology
One Main Street
Cambridge, MA 02142
                                                                         PRIVATE
                                                                             AND
                                                                    CONFIDENTIAL
 
Dear Mr. West:
 
     In connection with the consideration by Course Technology or an affiliate
(collectively, the 'Buyer') of the possible purchase (the 'Acquisition
Transaction') of Wave Technologies International, Inc. (together with its
subsidiaries, the 'Company'), the Buyer has requested access to certain
information, properties and personnel of the Company.
 
     In consideration for and as a condition to the Company's furnishing access
to such information, properties and personnel of the Company as the Company, in
its sole discretion, agrees to make available to the Buyer, the Buyer agrees as
follows:
 
     1. Confidential and Proprietary Nature of the Information. The Buyer
acknowledges the confidential and proprietary nature of the Confidential
Information (as defined below), agrees to hold and keep the same as provided in
this letter agreement, and otherwise agrees to each and every restriction and
obligation in this letter agreement.
 
     2. Confidential Information. As used in this letter agreement, the term
'Confidential Information' means and includes any and all of the following
information, whether provided prior to or after the date of this letter
agreement:
 
          (a) trade secrets concerning the business and affairs of the Company,
     which includes product specifications, data, know-how, processes, designs,
     sketches, photographs, graphs, drawings, samples, inventions and ideas,
     past current and planned research and development, current and planned
     manufacturing, sales or distribution methods and processes, customer lists,
     current and anticipated customer requirements, price lists, market studies,
     business plans, and any other information, however documented, that is a
     trade secret within the meaning of applicable state trade secret law, and
 
          (b) confidential information concerning the business and affairs of
     the Company, (which includes historical financial statements, financial
     projections and budgets, historical and projected sales, capital spending
     budgets and plans, the names and backgrounds of key personnel, and
     personnel training techniques and materials that has been or may hereafter
     be provided or shown to the Buyer by the Company or its employees, agents,
     advisors or other representatives (the 'Company Representatives') or is
     otherwise obtained from review of Company documents or property or
     discussions with Company Representatives by the Buyer or the Buyer's
     employees, officers, directors, representatives, agents or advisors
     (including current or prospective financing sources) or representatives of
     the Buyer's agents and advisors (collectively, 'the Buyer's
     Representatives'), irrespective of the form of the communication, and also
     includes all notes, analyses, compilations, studies, summaries or other
     material prepared by the Buyer or the Buyer's Representatives containing or
     based, in whole or in part, on any information included in the foregoing.
 
     Any trade secrets of the Company shall also be entitled to all of the
protections and benefits under applicable state trade secret law and any other
applicable law. If any information which the Company deems to be a trade secret
is found by a court of competent jurisdiction not to be a trade secret for
purposes of this letter agreement, then such information shall be eligible to be
considered confidential information in accordance with section 2(b) of this
letter agreement. In the case of trade secrets, the Buyer hereby waives

 
any requirement that the Company submit proof of the economic value of any trade
secret or post a bond or other security.
 
     3. Restricted Use of Confidential Information. The Buyer agrees that the
Confidential Information (a) will be kept confidential by the Buyer and the
Buyer's Representatives and (b) without limiting the foregoing, will not be
disclosed by the Buyer or the Buyer's Representatives to any person whomsoever
(including current or prospective financing sources) except with the specific
prior written consent of the Company's chief executive officer or chief
financial officer (the 'Company Contact') or except as expressly otherwise
permitted by the terms of this letter agreement. It is understood that the Buyer
may disclose Confidential Information to only those of the Buyer's
Representatives who (i) require such material for the purpose of evaluating a
possible Acquisition Transaction (but to the extent practicable, only such part
that is so required), (ii) are approved in writing by the Company Contact prior
to any disclosure to them (which approval shall not be unreasonably withheld),
(iii) are informed by the Buyer of the confidential nature of the Confidential
Material and the obligations of this letter agreement, and (iv) execute a
counterpart of this letter agreement, which shall be delivered to the Company,
thereby evidencing their agreement to be bound by the terms and conditions of
this letter agreement as if they were a party to it. The following Buyer's
Representatives that will be involved in the evaluation of any proposed
transaction are to be considered to be approved by the Company and not required
to execute a counterpart of this agreement:
 

                            
(i)    COURSE TECHNOLOGY
       Mr. Joe Dougherty          President & Chief Executive Officer
       Mr. David West             Executive Vice President & Chief Financial Officer
       Mr. Jay McNamara           Vice President of Business & Operations
       Mr. Ted Purcell            General Manager, Corporate Learning Division
       Ms. Marybeth LaFauci       Manager, Financial Planning
 
(ii)   INTERNATIONAL THOMSON PUBLISHING
       Mr. Robert Christie        President & Chief Executive Officer
       Mr. Gene Gage              Senior Vice President, Finance & Operations
       Mr. Mark L. Wilson         Vice President, Finance & Business Development
       Mr. Rene Mathis            Vice President, Controller
       Ms. Bowie Choy             Director, Finance & Business Development
       Mr. Carl Urbania           Vice President, Chief Information Officer
       Mr. Steve Mower            Senior Vice President, Human Resources
 
(iii)  THE THOMSON CORPORATION
       Mr. Richard Harrington     President & Chief Executive Officer
       Mr. Dave Shaffer           Chief Operating Officer
       Mr. Robert Daleo           Chief Financial Officer
       Mr. Andrew Perrin          Vice President, Business Analysis & Planning
       Mr. John Carey             Manager of Business Analysis & Planning
       Mr. Sam Evans              Tax Director
       Mr. David Hulland          Vice President, Controller
       Mr. Edward Friedland       Deputy General Counsel
       Ms. Amy Meltzer Hughson    Assistant General Counsel
 
(iv)   Derek Goodman and the related support staff of Scott-Macon;
 
(v)    Executives and the related support staff of PricewaterhouseCoopers;
 
(vi)   Executives and the related support staff of The Parthenon Group; and
 
(vii)  any outside counsel deemed necessary by the Buyer.

 
     The Buyer further agrees that the Buyer and the Buyer's Representatives
will not use any of the Confidential Information for any reason or purpose other
than to evaluate a possible Acquisition Transaction and that the Confidential
Information will not be used by the Buyer or the Buyer's Representatives in any
way

 
detrimental to the Company (it being acknowledged that any use other than
evaluation of and negotiating the possible Acquisition Transaction shall be
deemed detrimental). The Buyer also agrees to be responsible for enforcing the
terms of this letter agreement as to the Buyer's Representatives and the
confidentiality of the Confidential Information and to take such action, legal
or otherwise, to the extent necessary to cause them to comply with the terms and
conditions of this letter agreement and thereby prevent any disclosure of the
Confidential Information by any of the Buyer's Representatives (including to
take all actions that the Buyer would take to protect its own trade secrets and
confidential information).
 
     4. Nondisclosure of Possible Acquisition Transaction. Except as permitted
by the foregoing paragraph and except as expressly permitted by a definitive
agreement, if any, entered into by the Buyer for an Acquisition Transaction,
neither the Buyer nor the Buyer's Representatives will disclose to any person
(including one who has been provided Confidential Information) the fact that the
Confidential Information has been made available to the Buyer or the Buyer's
Representatives or that the Buyer or the Buyer's Representatives have inspected
any portion of the Confidential Information. Except with the prior written
consent of the other party and except as expressly permitted by a definitive
agreement, if any, entered into by the Buyer for an Acquisition Transaction,
neither the Buyer nor the Buyer's Representatives will disclose the fact that
any discussions or negotiations are taking place concerning a possible
Acquisition Transaction, including the status of them.
 
     5. Company Contact. All requests by the Buyer or the Buyer's
Representatives for Confidential Information, meetings with Company personnel or
Company Representatives, or inspection of the Company's properties shall be made
to the Company Contact.
 
     6. Exceptions. The foregoing obligations and restrictions do not apply to
that part of the Confidential Information that the Buyer demonstrates (a) was or
becomes generally available to the public other than as a result of a disclosure
by the Buyer or the Buyer's Representatives or (b) was available, or becomes
available, to the Buyer on a non-confidential basis prior to its disclosure to
the Buyer by the Company or a Company Representative, but only if (i) the source
of such information is not bound by a confidentiality agreement with the Company
or is not otherwise prohibited from transmitting the information to the Buyer or
the Buyer's Representatives by a contractual, legal, fiduciary or other
obligation and (ii) the Buyer provides the Company with written notice of such
prior possession either (A) prior to the execution and delivery of this letter
agreement or (B) if the Buyer later becomes aware (through disclosure to the
Buyer or otherwise through the Buyer's work on the proposed acquisition) of any
aspect of the Confidential Information as to which the Buyer had prior
possession, promptly upon the Buyer so becoming aware.
 
     7. Legal Proceedings. In the event that the Buyer or any of the Buyer's
Representative are requested or become legally compelled (by oral questions,
interrogatories, requests for information or documents, subpoena, civil or
criminal investigative demand or similar process) or are required by a
regulatory body to make any disclosure which is prohibited or otherwise
constrained by this letter agreement, the Buyer or such Representative, as the
case may be, will provide the Company with prompt notice of such request(s) so
that it may seek an appropriate protective order or other appropriate remedy. If
such protective order or other remedy is not obtained or the Company grants a
waiver hereunder, then the Buyer or such Representative may furnish that portion
(and only that portion) of the Confidential Information which, in the written
opinion of counsel reasonably acceptable to the Company, the Buyer is legally
compelled or are otherwise required to disclose; provided, however, that the
Buyer and the Buyer's Representatives shall use reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded any Confidential
Information so disclosed.
 
     8. Contact With Employees. Without the prior written consent of the Company
Contact (a) neither the Buyer nor those of the Buyer's Representatives will
initiate or cause to be initiated (other than through the Company) any
communication with any employee of the Company concerning the Confidential
Information or any possible Acquisition Transaction, and (b) the Buyer and the
Buyer's Representatives will not, for a period of two (2) years after the date
of this letter agreement, solicit or cause to be solicited the employment of or,
within one (1) year after the date of this letter agreement, employ any person
who is now employed by the Company.

 
     9. Insider Trading. The Buyer hereby acknowledges that it is aware and that
its Representatives have been advised that the United States securities laws
prohibit any person who has material non-public information about a company from
purchasing or selling securities of such company.
 
     10. Hostile Transactions. Buyer agrees that, for a period of one year after
the date of this letter agreement, unless such shall have been specifically
invited in writing by the Company, neither Buyer nor any of its affiliates (as
such term is defined under the Securities Exchange Act of 1934, as amended (the
'1934 Act')) or Representatives will in any manner, directly or indirectly, (a)
effect or seek, offer or propose (whether publicly or otherwise) to effect, or
cause or participate in or in any way assist any other person to effect or seek,
offer or propose (whether publicly or otherwise) to effect or participate in,
(i) any acquisition of any securities (or beneficial ownership thereof) or
assets of the Company or any of its subsidiaries; (ii) any tender or exchange
offer, merger or other business combination involving the Company or any of its
subsidiaries; (iii) any recapitalization, restructuring, liquidation,
dissolution or other extraordinary transaction with respect to the Company or
any of its subsidiaries; or (iv) any 'solicitation' of proxies' (as such terms
are used in the proxy rules of the Securities and Exchange Commission) or
consents to vote any voting securities of the Company; (b) form, join or in any
way participate in a 'group' (as defined under the 1934 Act); (c) otherwise act,
along or in concert with others, to seek to control or influence the management,
board of directors or policies of the Company; (d) take any action which might
force the Company to make a public announcement regarding any of the types of
matters set forth in (a) above; or (e) enter into any discussions or
arrangements with any third party with respect to any of the foregoing. The
Buyer also agrees during such period not to request the Company (or its
directors, officers, employees or agents), directly or indirectly, to amend or
waive any provision of this paragraph (including this sentence).
 
     11. Return of Confidential Information. If the Buyer determines that it
does not wish to proceed with an Acquisition Transaction (and the Buyer shall
promptly notify the Company Contact of such decision) or if the Company notifies
the Buyer that it does not wish the Buyer to consider the Acquisition
Transaction any further, then (a) the Buyer shall promptly deliver to the
Company Contact all documents or other materials furnished by the Company or any
Company Representative to the Buyer or the Buyer's Representatives constituting
Confidential Information, together with all copies thereof in the possession or
under the control of the Buyer or the Buyer's Representatives and (b) the Buyer
shall destroy all documents or other matters that constitute, include or refer
to Confidential Information in the possession or under the control of the Buyer
or the Buyer's Representatives, including any summaries or other materials
generated by the Buyer or the Buyer's Representatives that include or refer to
any part of the Confidential Information without retaining a copy of any such
material, with any such destruction confirmed by the Buyer in writing to the
Company (and such confirmation shall include a list of the destroyed materials).
 
     12. No Obligation to Negotiate a Definitive Agreement. The Company reserves
the right, in its sole discretion, to reject any and all proposals made by the
Buyer or the Buyer's Representatives with regard to an Acquisition Transaction
and to terminate discussions and negotiations with the Buyer and the Buyer's
Representatives at any time. Without limiting the foregoing, nothing in this
letter agreement requires either the Buyer or the Company or its shareholders to
enter into an Acquisition Transaction or to negotiate such transaction for any
specified period of time.
 
     13. No Representations or Warranties. The Company retains the right to
determine, in its sole discretion, what information, properties and personnel it
wishes to make available to the Buyer, and neither the Company nor its
Representatives make any representation or warranty (express or implied) as to
the completeness or accuracy of the Confidential Information, except pursuant to
representations and warranties that may be made to the Buyer in a definitive
agreement for an Acquisition Transaction when, as and if executed and subject to
such limitations and restrictions as may be specified therein. The Buyer also
agrees that if the Buyer determines to engage in an Acquisition Transaction, the
Buyer's determination will be based solely on the terms of such definitive
agreement and on the Buyer's own investigation, analysis and assessment of the
business to be acquired. Moreover, unless and until such a definitive written
agreement is entered into, neither the Company nor the Buyer will be under any
legal obligation of any kind whatsoever with respect to such an Acquisition
Transaction except for the matters specifically agreed to in this letter
agreement or in another written agreement.

 
     14. Remedies. The Buyer hereby agrees to indemnify and hold the Company and
its officers, directors, shareholders and agents harmless from any damages,
loss, cost or liability (including legal fees and the cost of enforcing this
indemnity) arising out of or resulting from any unauthorized use or disclosure
by the Buyer or the Buyer's Representatives of the Confidential Information or
other violation of this letter agreement. In addition, because an award of money
damages (whether pursuant to the foregoing sentence or otherwise) would be
inadequate for any breach of this letter agreement by the Buyer or the Buyer's
Representatives and any such breach would cause the Company irreparable harm,
the Buyer also agrees that in the event of any breach or threatened breach of
this letter agreement, the Company shall also be entitled, without the
requirement of posting a bond or other security, to equitable relief, including
injunctive relief and specific performance. Such remedies shall not be the
exclusive remedies for any breach of this letter agreement but shall be in
addition to all other remedies available at law or equity to the Company.
 
     15. Miscellaneous.
 
     (a) Modification and Waiver. The agreements set forth in this letter
agreement may be modified or waived only by a separate writing signed by the
Company and the Buyer expressly modifying or waiving such agreements. No failure
or delay by the Company in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
right, power or privilege hereunder.
 
     (b) Person. The term 'person' includes any corporation, company,
partnership, limited liability company, individual or other entity.
 
     (c) Severability. The invalidity or unenforceability of any provision of
this letter agreement shall not affect the validity or enforceability of any
other provisions of this letter agreement, which shall remain in full force and
effect. If any of the covenants or provisions of this letter agreement are
determined to be unenforceable by reason of its extent, duration, scope or
otherwise, then the parties contemplate that the court making such determination
shall reduce such extent, duration, scope or other provision and enforce them in
their reduced form for all purposes contemplated by this letter agreement.
 
     (d) Costs. The Buyer agrees that if it is held by any court of competent
jurisdiction to be in violation, breach or nonperformance of any of the terms of
this letter agreement, then it shall pay all costs of such action or suit,
including reasonable attorneys' fees.
 
     (e) Assignment. The Company reserves the right to assign all rights under
this letter agreement, including the right to enforce all of its terms, to any
successor corporation. In the event of an Acquisition Transaction that involves
a sale of assets, the Company currently intends to assign to the Buyer rights to
enforce the restrictions and other obligations of this letter agreement,
including the right to enforce all of its terms.
 
     (f) Headings. Headings in this letter agreement are inserted only as a
matter of convenience and for reference and in no way define, limit, extend or
describe the scope of this letter agreement for the intent of any of its
provisions.
 
     (g) Jurisdiction and Governing Law. The Buyer agrees and consents to
personal jurisdiction and service and venue in any federal or state court within
the State of Missouri having subject matter jurisdiction, for the purposes of
any action, suit or proceeding arising out of or relating to this letter
agreement. The venue of the court shall be within or, as close as possible to,
the St. Louis Metropolitan area. This letter agreement is governed by, and shall
be construed in accordance with, the laws of the State of Missouri (except the
laws of that jurisdiction that would render such choice of laws ineffective).

 
     Please sign and return one copy of this letter agreement, which will
constitute our agreement with respect to its subject matter.
 
                                          Very truly yours,
 
                                          WAVE TECHNOLOGIES INTERNATIONAL, INC.
 
                                          By: /s/ KENNETH W. KOUSKY
                                            ------------------------------------
                                            Kenneth W. Kousky, President
 
     DULY EXECUTED and agreed to on January 15, 1999.
 
                                          INTERNATIONAL THOMSON PUBLISHING, INC.
                                          d/b/a COURSE TECHNOLOGIES
 
                                          By: /s/ MARK L. WILSON
                                            ------------------------------------
                                          Name: Mark L. Wilson
                                              ----------------------------------
                                          Its: Vice President
                                            ------------------------------------

 
                                  CONFIDENTIAL
 
January 22, 1999
VIA FAX:
Mr. Kenneth W. Kousky
President
Wave Technologies International, Inc.
10845 Olive Boulevard, Ste. 250
St. Louis, MO
Dear Mr. Kousky:
 
     First, I would like to thank you for sending back to me a countersigned
confidentiality agreement ('Confidentiality Agreement') so speedily.
Unfortunately, however, Course Technology cannot go forward and review any
information of Wave Technologies International, Inc. ('Company') without
amending Section 8 of the Confidentiality Agreement.
 
     Upon further review, we realized that this provision should only apply to
the ITP Group, Course Technology and TTC Corporate in Stamford, CT who will have
access to the information. Since Thomson is a $6 billion corporation consisting
of in excess of 86 independent companies, we cannot bind all of these companies
without disclosing the details of this transaction to such companies. Other than
Course Technology, the ITP Group and TTC Corporate, no other Thomson company
has, or will have, knowledge of the proposed acquisition. We recognize we are
bound to not disclose information regarding this transaction to any third party
including affiliated Thomson companies. We intend to use the information
provided ONLY to determine if a proposed transaction would benefit our
companies.
 
     Accordingly, Section 8 shall only apply to Course Technology, other
companies of the ITP Group, TTC Corporate and such other Thomson company or
individual that receives information pursuant to the Confidentiality Agreement,
or that receives encouragement or influence by one or more of such companies, in
connection with the hiring of a Company employee, as well as their respective
successors, assigns and agents.
 
     Until we confirm our agreement, please do not send us, or our
representatives, any Confidential Information.
 
                                          Very truly yours,
 
                                          By: /s/ EDWARD A. FRIEDLAND
                                            Edward A. Friedland
                                            Vice President
ACCEPTED AND AGREED:
 
/s/ KENNETH W. KOUSKY
Kenneth W Kousky