As filed with the Securities and Exchange Commission on February 19, 1997

                                                Registration No. 333-___________
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                               ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

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                             CUC INTERNATIONAL INC.
             (Exact Name of Registrant as Specified in Its Charter)
                                        
                                  
            DELAWARE                                     06-0918165
  (State or Other Jurisdiction of                    (I.R.S. Employer
   Incorporation or Organization)                   Identification No.)
---------------- 707 Summer Street Stamford, Connecticut 06901 (Address, Including Zip Code, of Registrant's Principal Executive Offices) KNOWLEDGE ADVENTURE, INC. 1993 STOCK OPTION PLAN INDIVIDUAL STOCK OPTION AGREEMENTS (Full Title of the Plans) ---------------- Cosmo Corigliano Senior Vice President and Chief Financial Officer CUC INTERNATIONAL INC. 707 Summer Street Stamford, Connecticut 06901 (203) 324-9261 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) ---------------- With a copy to: BRADFORD P. WEIRICK, ESQ. Gibson, Dunn & Crutcher 333 South Grand Avenue Los Angeles, California 90071 (213) 229-7000 ---------------- CALCULATION OF REGISTRATION FEE
=================================================================================================================== Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of to be Registered be Registered Offering Price per Aggregate Registration Share Offering Price (1) Fee - ------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share.. 372,123 shares (1) $1,696,647.00 $515.00 ===================================================================================================================
(1) Estimated in accordance with Rule 457(h) promulgated under the Securities Act of 1933, solely for the purpose of calculating the registration fee, based upon the price at which options may be exercised as follows: 87,485 shares of Common Stock at an exercise price of $6.317 per share; 6,866 shares of Common Stock at an exercise price of $12.634 per share; 8,756 shares of Common Stock at an exercise price of $4.0755 per share; 26,990 shares of Common Stock at an exercise price of $0.0255 per share; 80,526 shares of Common Stock at an exercise price of $0.0085375 per share; and 161,500 shares of Common Stock at an exercise price of $6.317 per share. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents previously filed by CUC International Inc. (the "Company," "CUC International" or the "Registrant") with the Commission are incorporated herein by reference and made a part of this Registration Statement: (a) CUC International's Annual Report on Form 10-K for its fiscal year ended January 31, 1996, filed with the Commission on April 26, 1996; (b) CUC International's Quarterly Report on Form 10-Q for its fiscal quarter ended April 30, 1996, filed with the Commission on June 14, 1996; (c) CUC International's Quarterly Report on Form 10-Q for its fiscal quarter ended July 31, 1996, filed with the Commission on September 16, 1996; (d) CUC International's Quarterly Report on Form 10-Q for its fiscal quarter ended October 31, 1996, filed with the Commission on December 13, 1996; (e) CUC International's Current Reports on Form 8-K, filed with the Commission on February 21, 1996, February 22, 1996, March 12, 1996, April 22, 1996, August 5, 1996, August 14, 1996, September 17, 1996, September 19, 1996, September 26, 1996, October 7, 1996, October 28, 1996, January 22, 1997, January 31, 1997, February 4, 1997 and February 13, 1997, and all other reports filed pursuant to Section 13(a) and 15(d) of the Exchange Act since January 31, 1996 and prior to the date of this Registration Statement; and (f) The description of the Company's Common Stock contained in CUC International's registration statements on Form 8-A, as filed with the Commission on July 27, 1984 and August 15, 1989, including any amendment or report filed with the Commission for the purpose of updating such description. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this Registration Statement and prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. 2 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Jeffrey A. Gershowitz, Esq., has rendered an opinion on the validity of the securities being registered under the Plans pursuant to this Registration Statement. Mr. Gershowitz is a Vice President and Associate General Counsel of the Comp-U-Card Division of the Registrant. A copy of this opinion is attached as Exhibit 5 to this Registration Statement. Mr. Gershowitz holds shares of the Company's Common Stock and options to acquire shares of the Company's Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. A Delaware corporation is permitted to indemnify directors, officers, employees and other agents of such corporation in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation. Where a director, officer, employee or agent of the corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify such person against the expenses (including attorneys' fees) which he or she actually and reasonably incurred in connection therewith. CUC International's By-Laws contain provisions that indemnify officers and directors and their heirs and distributees to the fullest extent permitted by, and in the manner permissible under, the General Corporation Law of the State of Delaware. As permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware, CUC International's Restated Certificate of Incorporation, as amended, contains a provision eliminating the personal liability of a director to CUC International or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. The Exhibit Index appears on page 7 of this Registration Statement. 3 ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 18th day of February, 1997. CUC INTERNATIONAL INC. By: /S/ WALTER A. FORBES ---------------------------------- Walter A. Forbes Chief Executive Officer and Chairman of the Board of Directors POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Walter A. Forbes and E. Kirk Shelton, and each and either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /S/ WALTER A. FORBES Chief Executive Officer and February 18, 1997 - ----------------------------- Chairman of the Board Walter A. Forbes (Principal Executive Officer) /S/ COSMO CORIGLIANO Senior Vice President and February 18, 1997 - ----------------------------- Chief Financial Officer Cosmo Corigliano (Principal Financial and Accounting Officer) /S/ BARTLETT BURNAP Director February 18, 1997 - ----------------------------- Bartlett Burnap /S/ T. BARNES DONNELLEY Director February 18, 1997 - ----------------------------- T. Barnes Donnelley /S/ STEPHEN A. GREYSER Director February 18, 1997 - ----------------------------- Stephen A. Greyser /S/ CHRISTOPHER K. McLEOD Director February 18, 1997 - ----------------------------- Christopher K. McLeod /S/ BURTON C. PERFIT Director February 18, 1997 - ----------------------------- Burton C. Perfit /S/ ROBERT P. RITTEREISER Director February 18, 1997 - ----------------------------- Robert P. Rittereiser /S/ STANLEY M. RUMBOUGH, JR. Director February 18, 1997 - ----------------------------- Stanley M. Rumbough, Jr. /S/ E. KIRK SHELTON Director February 18, 1997 - ----------------------------- E. Kirk Shelton
5
SIGNATURE TITLE DATE --------- ----- ---- /S/ JANICE G. DAVIDSON Director February 18, 1997 - ----------------------------- Janice G. Davidson /S/ ROBERT M. DAVIDSON Director February 18, 1997 - ----------------------------- Robert M. Davidson /S/ KENNETH A. WILLIAMS Director February 18, 1997 - ----------------------------- Kenneth A. Williams
6 EXHIBIT INDEX 4.1 Amended and Restated Certificate of Incorporation of the Registrant (previously filed as Exhibit 3.1 to the Registrant's Form 10-Q for the quarterly period ended April 30, 1996 filed with the Commission on June 14, 1996 and incorporated herein by this reference). 4.2 Bylaws of the Registrant (previously filed as Exhibit 3.2 to the Registration Statement on Form S-4 (File No. 33-44453) filed with the Commission on December 19, 1991 and incorporated herein by this reference). 4.3 Knowledge Adventure, Inc. 1993 Stock Option Plan. 4.4 Form of Knowledge Adventure, Inc. Stock Option Agreement under 1993 Stock Option Plan. 4.5 Form of Knowledge Adventure, Inc. Stock Purchase Agreement under 1993 Stock Option Plan. 4.6 Form of Stock Option Agreement with executive officer of Knowledge Adventure, Inc. 4.7 Form of Stock Option Agreement with consultant of Knowledge Adventure, Inc. 5 Opinion of Jeffrey A. Gershowitz, Esq. as to the legality of the securities to be registered. 15 Letter re: Unaudited Interim Financial Information. 23.1 Consent of Jeffrey A. Gershowitz, Esq. (included in Exhibit 5 hereto). 23.2 Consent of Ernst & Young LLP. 23.3 Consent of Price Waterhouse LLP (relating to the Ideon Group, Inc. financial statements). 23.4 Consent of KPMG Peat Marwick LLP (relating to the Davidson & Associates, Inc. financial statements). 23.5 Consent of Deloitte & Touche LLP (relating to the Sierra On-Line, Inc. financial statements). 23.6 Consent of Deloitte & Touche LLP (relating to the Advance Ross Corporation financial statements). 24 Power of Attorney (included on the signature page of this Registration Statement). 7

 
                                                                     EXHIBIT 4.3

                           KNOWLEDGE ADVENTURE, INC.
                            1993 STOCK OPTION PLAN
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       I. PURPOSES OF THE PLAN

          This 1993 Stock Option Plan is intended to promote the interests of
Knowledge Adventure, Inc., a Delaware corporation, by providing a method whereby
eligible individuals who provide valuable services to the Corporation (or any
Parent or Subsidiary) may be offered incentives and rewards which will encourage
them to continue to render services to the Corporation (or any Parent or
Subsidiary).

     II.  DEFINITIONS

          For the purposes of this Plan, the following words shall have the
meanings indicated:

          A.   BOARD shall mean the Corporation's Board of Directors.
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          B.   CODE shall mean the Internal Revenue Code of 1986, as amended.
               ----                                                          

          C.   COMMITTEE shall mean a committee of two (2) or more Board members
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appointed by the Board to exercise one or more administrative functions under
the Plan.

          D.   COMMON STOCK shall mean the Corporation's common stock.
               ------------                                           

          E.   CORPORATE TRANSACTION shall mean either of the following
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stockholder-approved transactions to which the Corporation is a party:

              (i)  a merger or consolidation in which securities possessing more
      than fifty percent (50%) of the total combined voting power of the
      Corporation's outstanding securities are transferred to a person or
      persons different from those who held those securities immediately prior
      to such transaction, or

              (ii) the sale, transfer or other disposition of all or
      substantially all of the Corporation's assets in complete liquidation or
      dissolution of the Corporation.

          F.   CORPORATION shall mean Knowledge Adventure, Inc., a Delaware
               -----------                                                 
corporation.

          G.   DISABILITY shall mean the inability of the Optionee to engage in
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any substantial gainful activity by reason of any medically determinable
physical or mental impairment 

 
and shall be determined by the Plan Administrator on the basis of such medical
evidence as the Plan Administrator deems warranted under the circumstances.
Disability shall be deemed to constitute Permanent Disability in the event that
such Disability is expected to result in death or has lasted or can be expected
to last for a continuous period of twelve (12) months or more.

          H.   EMPLOYEE shall mean an individual who is in the employ of the
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Corporation or any Parent or Subsidiary, subject to the control and direction of
the employer entity as to both the work to be performed and the manner and
method of performance.

          I.   EXCHANGE ACT shall mean the Securities Exchange Act of 1934, as
               ------------                                                   
amended.

          J.   EXERCISE DATE shall mean the date on which the Corporation shall
               -------------                                                   
have received written notice of the option exercise.

          K.   FAIR MARKET VALUE per share of Common Stock on any relevant date
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under the Plan shall be the value determined in accordance with the following
provisions:

            (i)  If the Common Stock is not at the time listed or admitted to
     trading on any Stock Exchange but is traded on the Nasdaq National Market
     System, the Fair Market Value shall be the closing selling price per share
     of Common Stock on the date in question, as the price is reported by the
     National Association of Securities Dealers through the Nasdaq National
     Market System or any successor system. If there is no closing selling price
     for the Common Stock on the date in question, then the Fair Market Value
     shall be the closing selling price on the last preceding date for which
     such quotation exists.

            (ii)  If the Common Stock is at the time listed or admitted to
     trading on any Stock Exchange, then the Fair Market Value shall be the
     closing selling price per share of Common Stock on the date in question on
     the Stock Exchange determined by the Plan Administrator to be the primary
     market for the Common Stock, as such price is officially quoted in the
     composite tape of transactions on such exchange. If there is no closing
     selling price for the Common Stock on the date in question, then the Fair
     Market Value shall be the closing selling price on the last preceding date
     for which such quotation exists.

            (iii)   If the Common Stock is at the time neither listed nor
     admitted to trading on any Stock Exchange nor traded on the Nasdaq National
     Market System, then the Fair Market Value shall be determined by the Plan
     Administrator after taking into account such factors as the Plan
     Administrator shall deem appropriate.

                                       2

 
          L.   HIGHLY-COMPENSATED PERSON shall mean an Optionee (i) whose
               -------------------------                                 
compensation per calendar year from the Corporation (or any Parent or
Subsidiary) equals or exceeds Sixty Thousand Dollars ($60,000) in the aggregate
and (ii) who has previously received one or more option grants under the Plan.

          M.   INCENTIVE OPTION SHALL mean a stock option which satisfies the
               ----------------                                              
requirements of Code Section 422.

          N.   NON-STATUTORY OPTION shall mean a stock option not intended to
               --------------------                                          
meet the requirements of Code Section 422.

          O.   PARENT shall mean any corporation (other than the Corporation) in
               ------                                                           
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

          P.   PLAN shall mean the Corporation's 1993 Stock Option Plan, as set
               ----                                                            
forth in this document.

          Q.   PLAN ADMINISTRATOR shall mean either the Board or the Committee,
               ------------------                                              
to the extent the Committee is at the time responsible for the administration of
the Plan in accordance with Article III.

          R.   SERVICE shall mean the provision of services to the Corporation
               -------                                                        
or any Parent or Subsidiary by an individual in the capacity of an Employee, a
non-employee member of the board of directors or a consultant.

          S.   STOCK EXCHANGE shall mean either the American Stock Exchange or
               --------------                                                 
the New York Stock Exchange.

          T.   SUBSIDIARY shall mean each corporation (other than the
               ----------                                            
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each such corporation (other than the last corporation) in
the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

          U.   10% STOCKHOLDER shall mean the owner of stock (as determined
               ---------------                                             
under Code Section 424(d)) possessing ten percent (10%) or more of the total
combined voting power of all classes of stock of the Corporation.

     III.   ADMINISTRATION OF THE PLAN

          A.   The Plan shall be administered by the Board. However, any or all
administrative functions otherwise exercisable by the Board may be delegated to
the Committee. 

                                       3

 
Members of the Committee shall serve for such period of time as the Board may
determine and shall be subject to removal by the Board at any time. The Board
may also at any time terminate the functions of the Committee and reassume all
powers and authority previously delegated to the Committee.

          B.   The Plan Administrator shall have full power and authority
(subject to the provisions of the Plan) to establish such rules and regulations
as it may deem appropriate for proper administration of the Plan and to make
such determinations under, and issue such interpretations of, the Plan and any
outstanding options as it may deem necessary or advisable. Decisions of the Plan
Administrator shall be final and binding on all parties who have an interest in
the Plan or any outstanding option.

     IV.  ELIGIBILITY FOR OPTION GRANTS

          A.   The persons eligible to receive option grants under the Plan are
as follows:

            (i)   Employees,

            (ii)  non-employee members of the Board or the non-employee members
       of the board of directors of any Parent or Subsidiary, and

            (iii)   consultants who provide valuable services to the Corporation
       (or any Parent or Subsidiary).

          B.   The Plan Administrator shall determine which eligible individuals
are to receive option grants under the Plan and all terms of such option grants.

     V.   STOCK SUBJECT TO THE PLAN

          A. The stock issuable under the Plan shall be shares of the
Corporation's authorized but unissued or reacquired Common Stock. The maximum
number of shares which may be issued over the term of the Plan shall not exceed
6,814,939 shares, subject to adjustment from time to time in accordance with the
provisions of this Article V.  In no event may any one officer of the
Corporation acquire shares of Common Stock under the Plan in excess of twenty-
five percent (25%) of the total share reserve available for issuance under the
Plan.

          B.   Shares subject to outstanding options shall be available for
subsequent option grants under the Plan to the extent (i) the options expire or
terminate for any reason prior to exercise in full or (ii) the options are
cancelled in accordance with the cancellation-regrant provisions of Article IX
of the Plan. All shares issued under the Plan, whether or not those shares are
subsequently repurchased by the Corporation pursuant to its repurchase rights
under the Plan, shall reduce on a share-for-share basis the number of shares of
Common Stock available for subsequent option grants.

                                       4

 
          C.   In the event any change is made to the Common Stock issuable
under the Plan by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the maximum number
and/or class of securities issuable under the Plan and (ii) the number and/or
class of securities and the exercise price per share in effect under each
outstanding option in order to prevent the dilution or enlargement of benefits
thereunder.

     VI.  TERMS AND CONDITIONS OF OPTIONS

          Options granted pursuant to the Plan shall be authorized by action of
the Plan Administrator and may, at the Plan Administrator's discretion, be
either Incentive Options or Non-Statutory Options.  Each granted option shall be
evidenced by one or more instruments in the form approved by the Plan
Administrator, provided, however, that each such instrument shall comply with
               --------                                                      
the terms and conditions specified below.  Each instrument evidencing an
Incentive Option shall, in addition, be subject to the applicable provisions of
Article VII.

          A.   EXERCISE PRICE.
               -------------- 

          1.   The exercise price per share shall be fixed by the Plan
Administrator. In no event, however, shall the exercise price per share be less
than eighty-five percent (85%) of the Fair Market Value per share of Common
Stock on the date of the option grant.

          2.   If the individual to whom the option is granted is a 10%
Stockholder, then the exercise price per share shall not be less than one
hundred ten percent (110%) of the Fair Market Value per share of Common Stock on
the grant date.

          3.   The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Article X and the
agreement evidencing the grant, be payable in cash or check made payable to the
Corporation. Should the Corporation's outstanding Common Stock be registered
under Section 12(g) of the Exchange Act at the time the option is exercised,
then the exercise price may also be paid as follows:

          (i)  in shares of Common Stock held by the optionee for the
     requisite period necessary to avoid a charge to the Corporation's earnings
     for financial reporting purposes and valued at Fair Market Value on the
     Exercise Date, or

          (ii)  through a special sale and remittance procedure pursuant to
     which the optionee shall concurrently provide irrevocable written
     instructions (a) to a Corporation-designated brokerage firm to effect the
     immediate sale of the purchased shares and remit to the Corporation, out of
     the sale proceeds available on the settlement date, sufficient funds to
     cover the aggregate exercise price payable for the purchased shares plus
     all applicable 

                                       5

 
     Federal, state and local income and employment taxes required to be
     withheld by the Corporation by reason of such purchase and (b) to the
     Corporation to deliver the certificates for the purchased shares directly
     to such brokerage firm in order to complete the sale transaction.

          Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

     B.   TERM AND EXERCISE OF OPTIONS. Each option granted under the Plan
          ----------------------------                                    
shall be exercisable as determined by the Plan Administrator and set forth in
the stock option agreement. However, no option shall have a term in excess of
ten (10) years measured from the grant date. The option shall be exercisable
during the optionee's lifetime only by the optionee and shall not be assignable
or transferable other than by will or by the laws of descent and distribution
following the optionee's death.

     C.   EFFECT OF TERMINATION OF SERVICE.
          ---------------------------------

          1.   Except to the extent otherwise provided pursuant to
subsection C.2 below, the following provisions shall govern the exercise period
applicable to any options held by the optionee at the time of cessation of
Service or death:

               (a) Should the optionee cease to remain in Service for any reason
other than death or Disability, then the period during which each outstanding
option held by such optionee is to remain exercisable shall not exceed six (6)
months following the date of such cessation of Service or such shorter period
set by the Plan Administrator and set forth in the option agreement.

               (b) Should such Service terminate by reason of Disability, then
the Optionee shall have a period of six (6) months following the date of such
cessation of Service during which to exercise each outstanding option held by
such Optionee. However, should such Disability be deemed to constitute Permanent
Disability, then the period during which each outstanding option held by the
Optionee is to remain exercisable shall be extended by an additional six (6)
months so that the exercise period shall be the twelve (12)-month period
following the date of the Optionee's cessation of Service by reason of such
Permanent Disability.

               (c) Should the optionee die while holding one or more outstanding
options, then the period during which each such option is to remain exercisable
shall be limited to the twelve (12)-month period following the date of the
OPTIONEE'S DEATH. During such limited period, the option may be exercised by the
personal representative of the optionee's estate or by the person or persons to
whom the option is transferred pursuant to the optionee's will or in accordance
with the laws of descent and distribution.

               (d) Under no circumstances, however, shall any such option be
exercisable after the specified expiration date of the option term.

                                       6

 
               (e) During the applicable post-Service exercise period, the
option may not be exercised in the aggregate for more than the number of vested
shares for which the option is exercisable on the date of the optionee's
cessation of Service. Upon the expiration of the applicable exercise period or
(if earlier) upon the expiration of the option term, the option shall terminate
and cease to be exercisable for any vested shares for which the option has not
been exercised. However, the option shall, immediately upon the optionee's
cessation of Service, terminate and cease to be outstanding with respect to any
option shares for which the option is not at that time exercisable or in which
the optionee is not otherwise at that time vested.

               2.  The Plan Administrator shall have full power and authority
to extend the period of time for which the option is to remain exercisable
following the optionee's cessation of Service or death from the limited period
in effect under subsection C.1 of this Article VI to such greater period of time
as the Plan Administrator shall deem appropriate; provided that in no event
                                                  --------                 
shall such option be exercisable after the specified expiration date of the
option term.

          D.   STOCKHOLDER RIGHTS.   An optionee shall have no stockholder
               ------------------                                         
rights with respect to the shares subject to the option until such individual
shall have exercised the option and paid the exercise price.

          E.   UNVESTED SHARES.     The Plan Administrator shall have the
               ---------------                                           
discretion to authorize the issuance of unvested shares of Common Stock under
the Plan.  Should the optionee cease Service while holding such unvested shares,
the Corporation shall have the right to repurchase, at the exercise price paid
per share, all or (at the discretion of the Corporation and with the consent of
the optionee) any of those unvested shares. The terms and conditions upon which
such repurchase right shall be exercisable (including the period and procedure
for exercise and the appropriate vesting schedule for the purchased shares)
shall be established by the Plan Administrator and set forth in the agreement
evidencing such repurchase right. In no event, however, may the Plan
Administrator impose a vesting schedule upon any option granted under the Plan
or any shares of Common Stock subject to the option which is more restrictive
than twenty percent (20%) per year vesting, with the initial vesting to occur
one (1) year after the option grant date.  However, this minimum vesting
requirement shall not be applicable with respect to any option granted to a
Highly-Compensated Person.  All outstanding repurchase rights under the Plan
shall terminate automatically upon the occurrence of any Corporate Transaction,
except to the extent the repurchase rights are expressly assigned to the
successor corporation (or parent thereof) in connection with the Corporate
Transaction.

     VII.   INCENTIVE OPTIONS

          The terms and conditions specified below shall be applicable to all
Incentive Options granted under the Plan. Except as modified by the provisions
of this Article VII, all the provisions of the Plan shall be applicable to
Incentive Options. Incentive Options may only be granted to individuals who are
Employees. Options which are specifically designated as Non-Statutory shall not
                                                                            ---
be subject to such terms and conditions.

                                       7

 
          A.   EXERCISE PRICE.   The exercise price per share of the Common
               --------------                                              
Stock subject to an Incentive Option shall in no event be less than one hundred
percent (100%) of Fair Market Value on the date of grant.

          B.   DOLLAR LIMITATION.   The aggregate Fair Market Value of the
               -----------------                                          
Common Stock (determined as of the respective date or dates of grant) for which
one (1) or more options granted to any Employee under this Plan (or any other
option plan of the Corporation or any Parent or Subsidiary) may for the first
time become exercisable as Incentive Options during any one (1) calendar year
shall not exceed the sum of $100,000. To the extent the Employee holds two (2)
or more such options which become EXERCISABLE for the first time in the same
calendar year, the foregoing limitation on the exercisability of such options as
Incentive Options shall be applied on the basis of the order in which such
options are granted.  Should the applicable $100,000 limitation in fact be
exceeded in any calendar year, then the option shall nevertheless become
exercisable for the excess number of shares in such calendar year as a Non-
Statutory Option.

          C.   10% STOCKHOLDER.     If any individual to whom an Incentive
               ---------------                                            
Option is granted is a 10% Stockholder, then the option term shall not exceed
five (5) years measured from the grant date.

     VIII.  CORPORATE TRANSACTION

          A.   Upon the occurrence of a Corporate Transaction, each option at
the time outstanding under the Plan shall terminate and cease to be exercisable,
except to the extent assumed by the successor corporation or parent thereof.

          B.   Each outstanding option which is assumed in connection with a
Corporate Transaction or is otherwise to remain outstanding shall be
appropriately adjusted, immediately after such Corporate Transaction, to apply
and pertain to the number and class of securities which would have been issuable
to the optionee in the consummation of such Corporate Transaction, had the
option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the exercise price payable per
share, provided the aggregate. exercise price payable for such securities shall
       ---------                                                               
remain the same, and (ii) the class and number of securities available for
issuance under the Plan following the consummation of such Corporate
Transaction.

          C.   The grant of options under this Plan shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

     IX.  CANCELLATION AND REGRANT OF OPTIONS

          The Plan Administrator shall have the authority to effect with the
consent of the affected option holders, the cancellation of any or all
outstanding options under the Plan and to 

                                       8

 
grant in substitution therefor new options under the Plan covering the same or
different numbers of shares of Common Stock but with an exercise price per share
not less than (i) one hundred percent (100%) of the Fair Market Value per share
of Common Stock on the new grant date in the case of a grant of an Incentive
Option, (ii) one hundred ten percent (110%) of such Fair Market Value in the
case of an option grant to a 10% Stockholder or (iii) eighty-five percent (85%)
of such Fair Market Value in the case of all other grants.

     X.   LOANS

         A.   The Plan Administrator may assist any optionee in the exercise of
one or more options granted to the optionee by:

                    (i)  authorizing the extension of a loan from the
          Corporation to the optionee, or

                    (ii)  permitting the optionee to pay the exercise price in
          installments over a period of years.

         B.   The terms of any loan or installment method of payment (including
the terms of repayment) shall be established by the Plan Administrator in its
sole discretion. However, such loan or installment payment shall bear interest
at the minimum rate required by the Federal tax laws to avoid the imputation of
interest income to the Corporation and compensation income to the optionee.
Loans or installment payments may be authorized with or without security or
collateral. However, any loan made to a consultant or other non-employee advisor
must be secured by property other than the purchased shares of Common Stock. In
all events, the maximum credit available to each optionee may not exceed the sum
                                                                             ---
of (i) the aggregate exercise price payable for the purchased shares (less the
par value) plus (ii) any Federal, state and local income and employment tax
liability incurred by the optionee in connection with such exercise.

     XI.  NO EMPLOYMENT OR SERVICE RIGHTS

          Nothing in the Plan shall confer upon the optionee any right to
continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary) or of the optionee, which rights are hereby expressly reserved by
each, to terminate the optionee's Service at any time for any reason, with or
without cause.

     XII.   AMENDMENT OF THE PLAN

          A.  The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects whatsoever. However, no such
amendment or modification shall, without the consent of the holders, adversely
affect their rights and obligations under their outstanding options. In
addition, the Board shall not, without the approval of the Corporation's
stockholders, (i) increase the maximum number of shares issuable under the 

                                       9

 
Plan, except for permissible adjustments under Article V, (ii) materially modify
the eligibility requirements for option grants or (iii) otherwise materially
increase the benefits accruing to option holders.

          B.  Options may be granted under this Plan to purchase shares of
Common Stock in excess of the number of shares then available for issuance under
the Plan, provided an amendment sufficiently increasing the number of shares of
          --------                                                            
Common Stock available for issuance under the Plan is approved by the
Corporation's stockholders within twelve (12) months after the date the excess
grants are first made.

     XIII.   EFFECTIVE DATE AND TERM OF PLAN

          A.   The Plan became effective when adopted by the Board on December
3, 1993 and was approved by the Corporation's stockholders within twelve months.
On August 31, 1994, the Board and stockholders approved an amendment of the Plan
to increase the total number of shares authorized for issuance over the term of
the Plan from 5,846,240 to 6,114,576, and on July 5, 1995 the Board approved an
amendment of the Plan to further increase the total number of shares authorized
for issuance over the term of the Plan from 6,114,576 to 6,814,939.  The
amendment to the Plan to increase the share reserve shall become effective when
adopted by the Board, but no option granted under the Plan on the basis of such
share increase shall become exercisable unless and until the increase shall have
been approved by the Corporation's stockholders. If such stockholder approval is
not obtained within twelve (12) months after the date of the Board's approval of
such increase, then all options previously granted on the basis of such increase
shall terminate and no further options shall be granted. Subject to such
limitation, the Plan Administrator may grant options under the Plan at any time
after the effective date of the amendment and before the date fixed herein for
termination of the Plan.

          B.   Unless sooner terminated in accordance with Article VIII, the
Plan shall terminate upon the earlier of (i) the expiration of the ten (10) year
                              -------
period measured from the date the Plan is adopted by the Board or (ii) the date
on which all shares available for issuance under the Plan shall have been issued
pursuant to the exercise of options granted under the Plan. Upon such plan
termination, each option and unvested share issuance outstanding under the Plan
shall continue to have force and effect in accordance with the provisions of the
agreements evidencing that option or share issuance.

     XIV.   USE OF PROCEEDS

          Any cash proceeds received by the Corporation from the sale of shares
pursuant to options granted under the Plan shall be used for general corporate
purposes.

     XV.  WITHHOLDING

          The Corporation's obligation to deliver shares upon the exercise of
any options granted under the Plan shall be subject to the satisfaction by the
optionee of all applicable Federal, state and local income and employment tax
withholding requirements.

                                       10

 
     XVI.   REGULATORY APPROVALS

          The implementation of the Plan, the granting of any option hereunder,
and the issuance of Common Stock upon the exercise of any option shall be
subject to the Corporation's procurement of all approvals and permits required
by regulatory authorities having jurisdiction over the Plan, the options granted
under it and the Common Stock issued pursuant to it.

     XVII.   FINANCIAL REPORTS

          The Corporation shall deliver a balance sheet and an income statement
at least annually to each individual holding an outstanding option under the
Plan, unless the optionee is a key employee whose duties in connection with the
Corporation assure such individual access to equivalent information.

                                       11

 
                                                                     EXHIBIT 4.4

                           KNOWLEDGE ADVENTURE, INC.
                            STOCK OPTION AGREEMENT
                            ----------------------
                                        

RECITALS
- --------

     A.   The Board has adopted the Plan for the purpose of attracting and
retaining the services of selected Employees (including officers and directors),
non-employee members of the Board and consultants and other independent
contractors who contribute to the financial success of the Corporation or any
Parent or Subsidiary.

     B.   Optionee is an individual who is to render valuable services to the
Corporation or any Parent or Subsidiary, and this Agreement is executed pursuant
to, and is intended to carry out the purposes of, the Plan in connection with
the Corporation's grant of a stock option to Optionee.

     C.   All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

          NOW, THEREFORE, it is hereby agreed as follows:

          1.  GRANT OF OPTION.  Subject to and upon the terms and conditions set
              ---------------                                                   
forth in this Agreement, the Corporation hereby grants to Optionee, as of the
Grant Date, a stock option to purchase up to the number of Option Shares
specified in the Grant Notice.  The Option Shares shall be purchasable from time
to time during the option term at the Exercise Price.

          2.   OPTION TERM.  This option shall have a maximum term of ten (10)
               -----------                                                    
years measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5 or 6.

          3.   LIMITED TRANSFERABILITY. This option shall be neither
               -----------------------                              
transferable nor assignable by Optionee other than by will or by the laws of
descent and distribution following Optionee's death and may be exercised, during
Optionee's lifetime, only by Optionee.

          4.   DATES OF EXERCISE.  This option shall become exercisable for the
               -----------------                                               
Option Shares in one or more installments as specified in the Grant Notice. As
the option becomes exercisable for one or more such installments, those
installments shall accumulate and the option shall remain exercisable for the
accumulated installments until the Expiration Date or sooner termination of the
option term under Paragraph 5 or 6.

          5.   CESSATION OF SERVICE.  The option term specified in Paragraph 2
               --------------------                                           
shal1 terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:

 
          (a)  Should Optionee cease to remain in Service for any reason (other
than death or Disability) while this option is outstanding, then the period for
exercising this option shall be reduced to a six (6) month period commencing
with the date of such cessation of Service, but in no event shall this option be
exercisable at any time after the Expiration Date.  Upon the expiration of such
six (6) month period or (if earlier) upon the Expiration Date, this option shall
terminate and cease to be outstanding.

          (b)  Should Optionee die while this option is outstanding, then the
personal representative of Optionee's estate or the person or persons to whom
the option is transferred pursuant to Optionee's will or in accordance with the
laws of descent and distribution shall have the right to exercise this option.
Such right shall lapse and this option shall cease to be exercisable upon the
earlier of (i) the expiration of the twelve (12)-month period measured from the
- -------                                                                        
date of Optionee's death or (ii) the Expiration Date.  Upon the expiration of
such twelve (12)-month period or (if earlier) upon the Expiration Date, this
option shall terminate and cease to be outstanding.

               (i)   Should Optionee cease Service by reason of Disability while
     this option is outstanding, then Optionee shall have a period of six (6)
     months (commencing with the date of such cessation of Service) during which
     to exercise this option. However, should such Disability be deemed to
     constitute Permanent Disability, then the period during which this option
     is to remain exercisable shall be extended by an additional six (6) months
     so that the exercise period shall be the twelve (12)-month period following
     the date of Optionee's cessation of Service by reason of such Permanent
     Disability. In no event shall this option be exercisable at any time after
     the Expiration Date.

          Note:  Exercise of this option on a date later than three (3) months
          ----                                                                
          following cessation of Service due to Disability will result in loss
          of favorable Incentive Option treatment, unless such Disability
                                                   ------                
          constitutes Permanent Disability.  In the event that Incentive Option
          treatment is not available, this option will be taxed as a Non-
          Statutory Option upon exercise.

          (c)  During the limited period of post-Service exercisability
applicable under subparagraph (a), (b) above, this option may not be exercised
in the aggregate for more than the lesser of (i) the number of Option Shares for
                                   ------
which the option is, at the time of Optionee's cessation of Service, exercisable
in accordance with the exercise schedule specified in the Grant Notice or (ii)
the number of Option Shares in which Optionee is, at the time of his/her
cessation of Service, vested in accordance with the vesting schedule specified
in the Grant Notice.  To the extent Optionee is not vested in the Option Shares
at the time of his/her cessation of Service, this option shall immediately
terminate and cease to be outstanding with respect to those shares.

                                       2

 
     6.   SPECIAL TERMINATION OF OPTION.
          ----------------------------- 

          (a)  Upon the occurrence of a Corporate Transaction, this option shall
terminate and cease to be outstanding, except to the extent assumed by the
successor corporation or parent thereof.

          (b)  This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise make changes in its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.

     7.   ADJUSTMENT IN OPTION SHARES.
          --------------------------- 

          (a)  In the event any change is made to the outstanding Common Stock
by reason of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to (i) the total number and/or class of securities
subject to this option and (ii) the Exercise Price in order to reflect such
change and thereby preclude a dilution or enlargement of benefits hereunder.

          (b)  If this option is to be assumed in connection with a Corporate
Transaction or is otherwise to remain outstanding, then this option shall be
appropriately adjusted, immediately after such Corporate Transaction, to apply
and pertain to the number and class of securities which would have been issuable
to Optionee in the consummation of such Corporate Transaction had the option
been exercised immediately prior to such Corporate Transaction, and appropriate
adjustments shall also be made to the Exercise Price payable per share, provided
                                                                        --------
the aggregate Exercise Price payable hereunder shall remain the same.

     8.   PRIVILEGE OF STOCK OWNERSHIP. The holder of this option shall not
          ----------------------------                                     
have any stockholder rights with respect to the Option Shares until such
individual shall have exercised the option and paid the Exercise Price.

     9.   MANNER OF EXERCISING OPTION.
          --------------------------- 

          (a)  In order to exercise this option with respect to all or any part
of the Option Shares for which this option is at the time exercisable, Optionee
(or in the case of exercise after Optionee's death, Optionee's executor,
administrator, heir or legatee, as the case may be) must take the following
actions:

               (i)  Execute and deliver to the Secretary of the Corporation:

                                       3

 
                    (A)  the Purchase Agreement, if Optionee is exercising the
          Option to purchase Unvested Shares (as defined in the Purchase
          Agreement); or

                    (B) if Optionee is exercising the Option to purchase vested
          Option Shares, a notice of exercise in substantially the form of
          Exhibit I to this Agreement in which there is specified the number of
          Option Shares which are to be purchased under the exercised option.

               (ii)  Pay the aggregate Exercise Price for the purchased shares
     in one or more of the following alternative forms:

                    (A)  full payment in cash or check made payable to the
          Corporation; or

                    (B)  in shares of Common Stock held by Optionee for the
          requisite period necessary to avoid a charge to the Corporation's
          earnings for financial reporting purposes and valued at Fair Market
          Value on the Exercise Date; or

                    (C)  through a special sale and remittance procedure
          pursuant to which Optionee shall concurrently provide irrevocable
          written instructions (a) to a Corporation-designated brokerage firm to
          effect the immediate sale of the purchased shares and remit to the
          Corporation, out of the sale proceeds available on the settlement
          date, sufficient funds to cover the aggregate exercise price payable
          for the purchased shares plus all applicable Federal, state and local
          income and employment taxes required to be withheld by the Corporation
          by reason of such purchase and (b) to the Corporation to deliver the
          certificates for the purchased shares directly to such brokerage firm
          in order to complete the sale transaction; or

                    (D) by delivery of Optionee's full-recourse promissory note
          in accordance with the terms set forth in Paragraph 15.

               (iii)   Furnish to the Corporation appropriate documentation that
     the person or persons exercising the option (if other than Optionee) have
     the right to exercise this option.

          Except to the extent the sale and remittance procedure is utilized in
connection with the exercise of the option, payment of the Exercise Price must
accompany the Purchase Agreement delivered to the Corporation.

                                       4

 
          (b)  As soon after the Exercise Date as practical, the Corporation
shall mail or deliver to or on behalf of Optionee (or the other person or
persons exercising this option) a certificate or certificates representing the
shares purchased under this Agreement, with the appropriate legends affixed
thereto.

          (c) In no event may this option be exercised for any fractional
shares.

          10.  REPURCHASE RIGHTS. OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES
               -----------------                                               
ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF
THE CORPORATION AND ITS ASSIGNS TO REPURCHASE SUCH SHARES IN ACCORDANCE WITH THE
TERMS AND CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT.

          11.  COMPLIANCE WITH LAWS AND REGULATIONS.
               -------------------------------------

          (a)  The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange on which the Common Stock may be
listed at the time of such exercise and issuance.

          (b)  In connection with the exercise of this option, Optionee shall
execute and deliver to the Corporation such representations in writing as may be
requested by the Corporation in order for it to comply with the applicable
requirements of Federal and state securities laws.

     12.  MARKET STAND-OFF.
          -----------------

          (a)  In connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration
statement filed under the 1933 Act, including the Corporation's initial public
offering, Optionee shall not sell, make any short sale of, loan, hypothecate,
pledge, grant any option for the purchase of, or otherwise dispose or transfer
for value or otherwise agree to engage in any of the foregoing transactions with
respect to, any Purchased Shares without the prior written consent of the
Corporation or its underwriters. Such limitations shall be in effect for such
period of time from and after the effective date of the final prospectus for the
offering as may be requested by the Corporation or such underwriters; provided,
                                                                      --------
however, that in no event shall such period exceed one hundred eighty (180)
days.  The limitations of this Paragraph 12 shall in all events terminate two
(2) years after the effective date of the Corporation's initial public offering.

          (b)  Optionee shall be subject to the market stand-off provisions of
this Paragraph 12 provided and only if the officers and directors of the
                  --------------------                                  
Corporation are also subject to similar arrangements.

          (c)  In the event of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the Corporation's 

                                       5

 
outstanding Common Stock effected as a class without the Corporation's receipt
of consideration, then any new, substituted or additional securities distributed
with respect to the Purchased Shares shall be immediately subject to the
provisions of this Paragraph 12, to the same extent the Purchased Shares are at
such time covered by such provisions.

          (d)  In order to enforce the limitations of this Paragraph 12, the
Corporation may impose stop-transfer instructions with respect to the Purchased
Shares until the end of the applicable stand-off period.

     13.  SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided
          ----------------------                                         
in Paragraph 3 or 6, the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the successors, administrators, heirs, legal
representatives and assigns of Optionee and the successors and assigns of the
Corporation.

     14.  LIABILITY OF CORPORATION.  The inability of the Corporation to
          ------------------------                                      
obtain approval from any regulatory body having authority deemed by the
Corporation to be necessary to the lawful issuance and sale of any Common Stock
pursuant to this option shall relieve the Corporation of any liability with
respect to the non-issuance or sale of the Common Stock as to which such
approval shall not have been obtained.  The Corporation, however, shall use its
best efforts to obtain all such approvals.

     15.  LOANS.  Optionee shall be permitted to exercise this option by
          -----                                                         
delivering a promissory note providing for the payment of the Exercise Price.
The interest rate and other terms and conditions of any promissory note shall be
as follows:  (A) the Note shall have a term of five (5) years, (B) the Note
shall bear interest at the minimum rate required by the Federal tax laws to
avoid the imputation of interest income to the Corporation and compensation
income to Optionee, (C) the Note shall be secured by the Option Shares purchased
upon delivery of the Note, (D) Optionee shall also be personally liable for
payment of the Note, (E) the principal and interest under the Note shall be
payable in four equal annual installments, and (F) the Note shall become
immediately due and payable upon the occurrence of any or all of the following
events: (i) the sale or transfer of the Option Shares purchased with the Note,
(ii) 180 days following Optionee's termination of Service for any reason other
than death or Permanent Disability, or (iii) the first anniversary of Optionee's
termination of Service due to death or Permanent Disability.

     16.  NOTICES.   Any notice required to be given or delivered to the
          -------                                                       
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation in care of the Corporate Secretary at its principal corporate
offices. Any notice required to be given or delivered to Optionee shall be in
writing and addressed to Optionee at the address indicated below Optionee's
signature line on the Grant Notice. All notices shall be deemed to have been
given or delivered upon personal delivery or upon deposit in the U.S. mail,
postage prepaid and properly addressed to the party to be notified.

                                       6

 
     17.  CONSTRUCTION.  This Agreement and the option evidenced hereby are
          ------------                                                     
made and granted pursuant to the Plan and are in all respects limited by and
subject to the express terms and provisions of the Plan. All decisions of the
Plan Administrator with respect to any question or issue arising under the Plan
or this Agreement shall be conclusive and binding on all persons having an
interest in this option.

     18.  GOVERNING LAW.  The interpretation, performance and enforcement 
          -------------                                           
of this Agreement shall be governed by the laws of the State of California
without resort to that State's conflict-of-laws rules.

     19.  ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE OPTION.   In the
          --------------------------------------------------          
event this option is designated an Incentive Option in the Grant Notice, the
following terms and conditions shall also apply to the grant:

          (a)  This option shall cease to qualify for favorable tax treatment as
an Incentive Option if (and to the extent) this option is exercised for one or
more Option Shares: (i) more than three (3) months after the date Optionee
ceases to be an Employee for any reason other than death or Permanent Disability
or (ii) more than twelve (12) months after the date Optionee ceases to be an
Employee by reason of Permanent Disability.

          (b)  Should this option be designated as immediately exercisable in
the Grant Notice, then this option shall not become exercisable in the calendar
year in which granted if (and to the extent) the aggregate Fair Market Value
(determined at the Grant Date) of the Common Stock for which this option would
otherwise first become exercisable in such calendar year would, when added to
the aggregate value (determined as of the respective date or dates of grant) of
the Common Stock and any other securities for which this option or one or more
other Incentive Options granted to Optionee prior to the Grant Date (whether
under the Plan or any other option plan of the Corporation or any Parent or
Subsidiary) first become exercisable during the same calendar year, exceed One
Hundred Thousand Dollars ($100,000) in the aggregate. To the extent the
exercisability of this option is deferred by reason of the foregoing limitation,
the deferred portion will become exercisable in the first calendar year or years
thereafter in which the One Hundred Thousand Dollar ($100,000) limitation of
this Paragraph 18(b) would not be contravened, but such deferral shall in all
events end immediately prior to the effective date of a Corporate Transaction in
which this option is not to be assumed, whereupon the option shall become
exercisable as a Non-Statutory Option for the balance of the Option Shares.

          (c)  Should this option be designated as exercisable in installments
in the Grant Notice, then no installment under this option (whether annual or
monthly) shall qualify for favorable tax treatment as an Incentive Option if
(and to the extent) the aggregate Fair Market Value (determined at the Grant
Date) of the Common Stock for which such installment first becomes exercisable
hereunder would, when added to the aggregate value (determined as of the
respective date or dates of grant) of any earlier installments of the Common
Stock and any other securities for which this option or any other Incentive
Options granted to Optionee prior to the Grant Date (whether under the Plan or
any other option plan of the Corporation or any Parent 

                                       7

 
or Subsidiary) first become exercisable during the same calendar year, exceed
One Hundred Thousand Dollars ($100,000) in the aggregate. Should such One
Hundred Thousand Dollar ($100,000) limitation be exceeded in any calendar year,
this option shall nevertheless become exercisable for the excess shares in such
calendar year as a Non-Statutory Option.

          (d)  Should Optionee hold, in addition to this option, one or more
other options to purchase Common Stock which become exercisable for the first
time in the same calendar year as this option, then the foregoing limitations on
the exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

     20.  WITHHOLDING TAXES. Optionee hereby agrees to make appropriate
          -----------------                                            
arrangements with the Corporation or Parent or Subsidiary employing Optionee for
the satisfaction of all Federal, state and local income and employment tax
withholding requirements applicable to the exercise of this option.

                                       8

 
                                    APPENDIX
                                    --------
                                        

DEFINITIONS

     A.  BOARD shall mean the Corporation's Board of Directors.
         -----
 
     B.  CODE shall mean the Internal Revenue Code of 1986, as amended.
         ----                                                          

     C.   COMMON STOCK shall mean the Corporation's common stock.
          ------------                                           

     D.   CORPORATE TRANSACTION shall mean either of the following stockholder-
          ---------------------                                               
approved transactions to which the Corporation is a party:

         (i)  a merger or consolidation in which securities possessing more than
     fifty percent (50%) of the total combined voting power of the Corporation's
     outstanding securities are transferred to a person or persons different
     from those who held those securities immediately prior to such transaction,
     or

         (ii)  the sale, transfer or other disposition of all or substantially
     all of the Corporation's assets in complete liquidation or dissolution of
     the Corporation.

     E.   CORPORATION shall mean Knowledge Adventure, Inc., a Delaware
          -----------                                                 
corporation.

     F.   DISABILITY shall mean the inability of Optionee to engage in any
          ----------                                                      
substantial gainful activity by reason of any medically determinable physical or
mental impairment and shall be determined by the Plan Administrator on the basis
of such medical evidence as the Plan Administrator deems warranted under the
circumstances.  Disability shall be deemed to constitute Permanent Disability in
the event that such Disability is expected to result in death or has lasted or
can be expected to last for a continuous period of twelve (12) months or more.

     G.   EMPLOYEE shall mean an individual who is in the employ of the
          --------                                                     
Corporation or any Parent or Subsidiary, subject to the control and direction of
the employer entity as to both the work to be performed and the manner and
method of performance.

     H.  EXERCISE DATE shall mean the date on which the option shall have been
         -------------                                                        
exercised in accordance with Paragraph 9 of this Stock Option Agreement.

     I.  EXERCISE PRICE shall mean the exercise price per share as specified in
         --------------                                                        
the Grant Notice.

     J.  EXPIRATION DATE shall mean the date on which the option expires as set
         ---------------                                                       
forth in the Grant Notice.

                                      A-1

 
     K.  FAIR MARKET VALUE per share of Common Stock on any relevant date under
         -----------------                                                     
the Plan shall be the value determined in accordance with the following
provisions:

         (i)  If the Common Stock is not at the time listed or admitted to
     trading on any Stock Exchange but is traded on the Nasdaq National Market
     System, the Fair Market Value shall be the closing selling price per share
     of Common Stock on the date in question, as the price is reported by the
     National Association of Securities Dealers through the Nasdaq National
     Market System or any successor system. If there is no closing selling price
     for the Common Stock on the date in question, then the Fair Market Value
     shall be the closing selling price on the last preceding date for which
     such quotation exists.

         (ii)  If the Common Stock is at the time listed or admitted to trading
     on any Stock Exchange, then the Fair Market Value shall be the closing
     selling price per share of Common Stock on the date in question on the
     Stock Exchange determined by the Plan Administrator to be the primary
     market for the Common Stock as such price is officially quoted in the
     composite tape of transactions on such exchange. If there is no closing
     selling price for the Common Stock on the date in question, then the Fair
     Market Value shall be the closing selling price on the last preceding date
     for which such quotation exists.

         (iii)   If the Common Stock is at the time neither listed nor admitted
     to trading on any Stock Exchange nor traded on the Nasdaq National Market
     System, then such Fair Market Value shall be determined by the Plan
     Administrator after taking into account such factors as the Plan
     Administrator shall deem appropriate.

     L.  GRANT DATE shall mean the date of grant of the stock option as set
         ----------                                                        
forth in the Grant Notice.

     M.  GRANT NOTICE shall mean the notice of grant of stock option pursuant to
         ------------                                                           
which Optionee has been informed of the basic terms of the option.

     N.  INCENTIVE OPTION shall mean a stock option which satisfies the
         ----------------                                              
requirements of Code Section 422.

     O.  1933 ACT shall mean the Securities Act of 1933, as amended.
         --------                                                   

     P.   NON-STATUTORY OPTION shall mean an option not intended to meet the
          ------------- ------                                              
requirements of Code Section 422.

     Q.  OPTION SHARES shall mean the number of shares of Common Stock subject
         -------------                                                        
to the option.

                                      A-2

 
     R.  PARENT shall mean any corporation (other than the Corporation) in an
         ------                                                              
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

     S.  PLAN shall mean the Corporation's 1993 Stock Option Plan.
         ----                                                     

     T.  PLAN ADMINISTRATOR shall mean either the Board or a committee of Board
         ------------------                                                    
members, to the extent the committee is at the time responsible for the
Administration of the Plan in accordance with Article III of the Plan.

     U.  PURCHASE AGREEMENT shall mean a form of stock purchase agreement in
         ------------------                                                 
substantially the same form of Exhibit B to the Grant Notice.

     V.  PURCHASED SHARES shall mean the shares of Common Stock of the
         ----------------                                             
Corporation purchased by Optionee pursuant to the exercise of the option.

     W.  SERVICE shall mean the provision of services to the Corporation or any
         -------                                                               
Parent or Subsidiary by an individual in the capacity of an Employee, a non-
employee member of the board of directors or a consultant or independent
contractor.

     X.  STOCK EXCHANGE shall mean the American Stock Exchange or the New York
         --------------                                                       
Stock Exchange.

     Y.  SUBSIDIARY shall mean each corporation (other than the Corporation) in
         ----------                                                            
an unbroken chain of corporations beginning with the Corporation, provided each
such corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.

                                      A-3

 
                                   EXHIBIT I
                                   ---------

                       NOTICE OF EXERCISE OF STOCK OPTION
                       ----------------------------------
                                        


            I hereby notify Knowledge Adventure, Inc. (the "Corporation") that I
elect to purchase shares of the Corporation's Common Stock (the "Purchased
Shares") at the option exercise price of $_______ per share (the "Option Price")
pursuant to that certain option (the "Option") granted to me under the
Corporation's 1993 Stock Option Plan on ___________, 19__.

          Concurrently with the delivery of this Exercise Notice to the
Corporate Secretary of the Corporation, I shall hereby pay to the Corporation
the Option Price for the Purchased Shares in accordance with the provisions of
my agreement with the Corporation evidencing the Option and shall deliver an
Investment Representation Statement and whatever additional documents may be
required by such agreement as a condition for exercise.

_________________, 199_
Date


                                    ___________________________________
                                    Optionee

                                    Address:    ________________________

                                                ________________________


Print name in exact 
manner it is to appear on 
the stock certificate:              ____________________________________

Address to which certificate 
is to be sent, if different 
from address above:                 ____________________________________

                                    ____________________________________


Social Security Number:             ____________________________________

Employee Number:                    ____________________________________

 
                                                                     EXHIBIT 4.5

                           KNOWLEDGE ADVENTURE, INC.
                           STOCK PURCHASE AGREEMENT
                           ------------------------



          AGREEMENT made as of this ___ day of _________ 19____, by and among
Knowledge Adventure, Inc., a Delaware corporation, (the "Corporation") and
_______ ("Optionee") under the Corporation's 1993 Stock Option Plan, and
_____________________________, Optionee's spouse.

          All capitalized terms in this Agreement shall have the meaning
assigned to them in this Agreement or in the attached Appendix.

     A.   EXERCISE OF OPTION
          ------------------

          1.   EXERCISE.  Optionee hereby purchases _____________ shares of
               --------                                                    
Common Stock (the "Purchased Shares") pursuant to that certain option (the
"Option") granted Optionee on ____________________, 199__ (the "Grant Date") to
purchase up to _______________ shares of Common Stock under the Plan at the
exercise price of $______ per share (the "Exercise Price").

          2.   PAYMENT.  Concurrently with the delivery of this Agreement
               -------                                                   
to the Corporation, Optionee shall pay the Exercise Price for the Purchased
Shares in accordance with the provisions of the Option Agreement and shall
deliver whatever additional documents may be required by the Option Agreement as
a condition for exercise, together with a duly-executed blank Assignment
Separate from Certificate (in the form attached hereto as Exhibit I) with
respect to the Purchased Shares.

          3.   DELIVERY OF CERTIFICATES.  The certificates representing any
               ------------------------                                    
Purchased Shares  which are subject to the Repurchase Right shall be held in
escrow in accordance with the provisions of this Agreement.

          4.   STOCKHOLDER RIGHTS.  Until such time as the Corporation
               ------------------                                     
exercises the Repurchase Right, the First Refusal Right or the Special Purchase
Right, Optionee (or any successor in interest) shall have all the rights of a
stockholder (including voting, dividend and liquidation rights) with respect to
the Purchased Shares, including the Purchased Shares held in escrow hereunder,
subject, however, to the transfer restrictions of Articles B and C.

     B.   SECURITIES LAW COMPLIANCE
          -------------------------

          1.   RESTRICTED SECURITIES.  The Purchased Shares have not been
               ---------------------                                     
registered under the 1933 Act and are being issued to Optionee in reliance upon
the exemption from such registration provided by SEC Rule 701 for stock
issuances under compensatory benefit plans such as the Plan.  Optionee hereby
confirms that Optionee has been informed that the Purchased Shares are
restricted securities under the 1933 Act and may not be resold or transferred
unless the Purchased Shares are first registered under the Federal securities
laws or unless an exemption from such registration is available.  Accordingly,
Optionee hereby acknowledges that Optionee is prepared to hold the Purchased
Shares for an indefinite period and that Optionee is aware that SEC Rule 144
issued under the 1933 Act which exempts certain resales of unrestricted
securities

                                       1

 
is not presently available to exempt the resale of the Purchased Shares from the
registration requirements of the 1933 Act.

          2.   RESTRICTIONS ON DISPOSITION OF PURCHASED SHARES.  Optionee
               -----------------------------------------------           
shall make no disposition of the Purchased Shares (other than a Permitted
Transfer) unless and until there is compliance with all of the following
requirements:

          (i) Optionee shall have provided the Corporation with a written
summary of the terms and conditions of the proposed disposition.

          (ii) Optionee shall have complied with all requirements of this
Agreement applicable to the disposition of the Purchased Shares.

          (iii) Optionee shall have provided the Corporation with
written assurances, in form and substance satisfactory to the Corporation, that
(a) the proposed disposition does not require registration of the Purchased
Shares under the 1933 Act or (b) all appropriate action necessary for compliance
with the registration requirements of the 1933 Act or any exemption from
registration available under the 1933 Act (including Rule 144) has been taken.

          (iv) Optionee shall have provided the Corporation with written
assurances, in form and substance satisfactory to the Corporation, that the
proposed disposition will not result in the contravention of any transfer
restrictions applicable to the Purchased Shares pursuant to the provisions of
the Rules of the California Corporations Commissioner identified in Paragraph
B.4.

          The Corporation shall not be required (i) to transfer on its books any
                                ---                                             
Purchased Shares which have been sold or transferred in violation of the
provisions of this Agreement or (ii) to treat as the owner of the Purchased
                             --                                            
Shares, or otherwise to accord voting, dividend or liquidation rights to, any
transferee to whom the Purchased Shares have been transferred in contravention
of this Agreement.

          3.   RESTRICTIVE LEGENDS.  The stock certificates for the
               -------------------                                 
Purchased Shares shall be endorsed with one or more of the following restrictive
legends:

          (i) "The shares represented by this certificate have not been
registered under the Securities Act of 1933.  The shares may not be sold or
offered for sale in the absence of (a) an effective registration statement for
the shares under such Act, (b) a 'no action' letter of the Securities and
Exchange Commission with respect to such sale or offer or (c) satisfactory
assurances to the Corporation that registration under such Act is not required
with respect to such sale or offer."

          (ii) "It is unlawful to consummate a sale or transfer of this
security, or any interest therein, or to receive any consideration therefor,
without the prior written consent of the Commissioner of Corporations of the
State of California, except as permitted in the Commissioner's Rules."

          (iii)          "The shares represented by this certificate are subject
to 

                                       2

 
certain repurchase rights and rights of first refusal granted to the
Corporation and accordingly may not be sold, assigned, transferred, encumbered,
or in any manner disposed of except in conformity with the terms of a written
agreement dated ____________, 199__ between the Corporation and the registered
holder of the shares (or the predecessor in interest to the shares).  A copy of
such agreement is maintained at the Corporation's principal corporate offices."

          4.   RECEIPT OF COMMISSIONER RULES.  Optionee hereby acknowledges
               -----------------------------                               
receipt of a copy of Section 260.141.11 of the Rules of the California
Corporations Commissioner, a copy of which is attached as Exhibit II to this
Agreement.

     C.   TRANSFER RESTRICTIONS
          ---------------------

          1.   RESTRICTION ON TRANSFER.  Except for any Permitted Transfer,
               -----------------------                                     
Optionee shall not transfer, assign, encumber or otherwise dispose of any of the
Purchased Shares which are subject to the Repurchase Right.  In addition,
Purchased Shares which are released from the Repurchase Right shall not be
transferred, assigned, encumbered or otherwise disposed of in contravention of
the First Refusal Right, the Market Stand-Off or the Special Purchase Right.

          2.   TRANSFEREE OBLIGATIONS.  Each person (other than the
               ----------------------                              
Corporation) to whom the Purchased Shares are transferred by means of a
Permitted Transfer must, as a condition precedent to the validity of such
transfer, acknowledge in writing to the Corporation that such person is bound by
the provisions of this Agreement and that the transferred shares are subject to
(i) the Repurchase Right, (ii) the First Refusal Right and (iii) the Market
Stand-Off, to the same extent such shares would be so subject if retained by
Optionee.

          3.   MARKET STAND-OFF.
               ---------------- 

               (a) In connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration
statement filed under the 1933 Act, including the Corporation's initial public
offering, Owner shall not sell, make any short sale of, loan, hypothecate,
pledge, grant any option for the purchase of, or otherwise dispose or transfer
for value or otherwise agree to engage in any of the foregoing transactions with
respect to, any Purchased Shares without the prior written consent of the
Corporation or its underwriters.  Such restriction (the "Market Stand-Off")
shall be in effect for such period of time from and after the effective date of
the final prospectus for the offering as may be requested by the Corporation or
such underwriters.  In no event, however, shall such period exceed one hundred
eighty (180) days and the Market Stand-Off shall in all events terminate two (2)
years after the effective date of the Corporation's initial public offering.

               (b) Owner shall be subject to the Market Stand-Off provided and
                                                                  ------------
only if the officers and directors of the Corporation are also subject to
- -------
similar restrictions.

               (c) Any new, substituted or additional securities which are by
reason of any Recapitalization or Reorganization distributed with respect to the
Purchased Shares shall be immediately subject to the Market Stand-Off, to the
same extent the Purchased Shares are at such time covered by such provisions.

                                       3

 
              (d) In order to enforce the Market Stand-Off, the Corporation may
impose stop-transfer instructions with respect to the Purchased Shares until the
end of the applicable stand-off period.

     D.   REPURCHASE RIGHT
          ----------------

          1.   GRANT.  The Corporation is hereby granted the right (the
               -----                                                   
"Repurchase Right"), exercisable at any time during the sixty (60)-day period
following the date Optionee ceases for any reason to remain in Service or (if
later) during the sixty (60)-day period following the execution date of this
Agreement, to repurchase at the Exercise Price all or (at the discretion of the
Corporation and with the consent of Optionee) any portion of the Purchased
Shares in which Optionee is not, at the time of his or her cessation of Service,
vested in accordance with the Vesting Schedule (such shares to be hereinafter
referred to as the "Unvested Shares").

          2.   EXERCISE OF THE REPURCHASE RIGHT.  The Repurchase Right
               --------------------------------                       
shall be exercisable by written notice delivered to each Owner of the Unvested
Shares prior to the expiration of the sixty (60)-day exercise period.  The
notice shall indicate the number of Unvested Shares to be repurchased and the
date on which the repurchase is to be effected, such date to be not more than
thirty (30) days after the date of such notice.  The certificates representing
the Unvested Shares to be repurchased shall be delivered to the Corporation
prior to the close of business on the date specified for the repurchase.
Concurrently with the receipt of such stock certificates, the Corporation shall
pay to Owner, in cash or cash equivalents (including the cancellation of any
purchase-money indebtedness), an amount equal to the Exercise Price previously
paid for the Unvested Shares which are to be repurchased from Owner.

          3.   TERMINATION OF THE REPURCHASE RIGHT.  The Repurchase Right
               -----------------------------------                       
shall terminate with respect to any Unvested Shares for which it is not timely
exercised under Paragraph D.2.  In addition, the Repurchase Right shall
terminate and cease to be exercisable with respect to any and all Purchased
Shares in which Optionee vests in accordance with the Vesting Schedule.  All
Purchased Shares as to which the Repurchase Right lapses shall, however, remain
subject to (i) the First Refusal Right, (ii) the Market Stand-Off and (iii) the
Special Purchase Right.

          4.   AGGREGATE VESTING LIMITATION.  If the Option is exercised in
               ----------------------------                                
more than one increment so that Optionee is a party to one or more other Stock
Purchase Agreements (the "Prior Purchase Agreements") which are executed prior
to the date of this Agreement, then the total number of Purchased Shares as to
which Optionee shall be deemed to have a fully-vested interest under this
Agreement and all Prior Purchase Agreements shall not exceed in the aggregate
the number of Purchased Shares in which Optionee would otherwise at the time be
vested, in accordance with the Vesting Schedule, had all the Purchased Shares
(including those acquired under the Prior Purchase Agreements) been acquired
exclusively under this Agreement.

          5.   RECAPITALIZATION.  Any new, substituted or additional
               ----------------                                     
securities or other property (including cash paid other than as a regular cash
dividend) which is by reason of any Recapitalization distributed with respect to
the Purchased Shares shall be immediately subject to the Repurchase Right, but
only to the extent the Purchased Shares are at the time covered by such right.
Appropriate adjustments to reflect such distribution shall be made to the number
and/or class of Purchased Shares subject to this Agreement and to the price per
share to be paid upon the 

                                       4

 
exercise of the Repurchase Right in order to reflect the effect of any such
Recapitalization upon the Corporation's capital structure; provided, however,
                                                           -------- 
that the aggregate purchase price shall remain the same.

          6.   CORPORATE TRANSACTION.
               --------------------- 

               (a) Immediately prior to the consummation of any Corporate
Transaction, the Repurchase Right shall automatically lapse in its entirety,
except to the extent the Repurchase Right is to be assigned to the successor
corporation (or parent thereof) in connection with the Corporate Transaction.

               (b) To the extent the Repurchase Right remains in effect
following a Corporate Transaction, such right shall apply to the new capital
stock or other property (including any cash payment) received in exchange for
the Purchased Shares in consummation of the Corporate Transaction, but only to
the extent the Purchased Shares are at the time covered by such right.
Appropriate adjustments shall be made to the price per share payable upon
exercise of the Repurchase Right to reflect the effect of the Corporate
Transaction upon the Corporation's capital structure; provided, however, that
                                                      --------
the aggregate purchase price shall remain the same.

     E.   RIGHT OF FIRST REFUSAL
          ----------------------

          1.   GRANT.  The Corporation is hereby granted the right of first
               -----                                                       
refusal (the "First Refusal Right"), exercisable in connection with any proposed
transfer of the Purchased Shares in which Optionee has vested in accordance with
the Vesting Schedule.  For purposes of this Article E, the term "transfer" shall
include any sale, assignment, pledge, encumbrance or other disposition of the
Purchased Shares intended to be made by Owner, but shall not include any
Permitted Transfer.

          2.   NOTICE OF INTENDED DISPOSITION.  In the event any Owner of
               ------------------------------                            
Purchased Shares in which Optionee has vested desires to accept a bona fide
third-party offer for the transfer of any or all of such shares (the Purchased
Shares subject to such offer to be hereinafter referred to as the "Target
Shares"), Owner shall promptly (i) deliver to the Corporation written notice
(the "Disposition Notice") of the terms of the offer, including the purchase
price and the identity of the third-party offeror, and (ii) provide satisfactory
proof that the disposition of the Target Shares to such third-party offeror
would not be in contravention of the provisions set forth in Articles B and C.

          3.   EXERCISE OF THE FIRST REFUSAL RIGHT.  The Corporation shall,
               -----------------------------------                         
for a period of twenty-five (25) days following receipt of the Disposition
Notice, have the right to repurchase any or all of the Target Shares subject to
the Disposition Notice upon the same terms as those specified therein or upon
such other terms (not materially different from those specified in the
Disposition Notice) to which Owner consents.  Such right shall be exercisable by
delivery of written notice (the "Exercise Notice") to Owner prior to the
expiration of the twenty-five (25)-day exercise period.  If such right is
exercised with respect to all the Target Shares, then the Corporation shall
effect the repurchase of such shares, including payment of the purchase price,
not more than five (5) business days after delivery of the Exercise Notice; and
at such time the certificates representing the Target Shares shall be delivered
to the Corporation.

                                       5

 
          Should the purchase price specified in the Disposition Notice be
payable in property other than cash or evidences of indebtedness, the
Corporation shall have the right to pay the purchase price in the form of cash
equal in amount to the value of such property.  If Owner and the Corporation
cannot agree on such cash value within ten (10) days after the Corporation's
receipt of the Disposition Notice, the valuation shall be made by an appraiser
of recognized standing selected by Owner and the Corporation or, if they cannot
agree on an appraiser within twenty (20) days after the Corporation's receipt of
the Disposition Notice, each shall select an appraiser of recognized standing
and the two (2) appraisers shall designate a third appraiser of recognized
standing, whose appraisal shall be determinative of such value.  The cost of
such appraisal shall be shared equally by Owner and the Corporation.  The
closing shall then be held on the later of (i) the fifth (5th) business day
                                  -----                                    
following delivery of the Exercise Notice or (ii) the fifth (5th) business day
after such valuation shall have been made.

          4.   NON-EXERCISE OF THE FIRST REFUSAL RIGHT.  In the event the
               ---------------------------------------                   
Exercise Notice is not given to Owner prior to the expiration of the twenty-five
(25)-day exercise period, Owner shall have a period of thirty (30) days
thereafter in which to sell or otherwise dispose of the Target Shares to the
third-party offeror identified in the Disposition Notice upon terms (including
the purchase price) no more favorable to such third-party offeror than those
specified in the Disposition Notice; provided, however, that any such sale or
                                     --------                                
disposition must not be effected in contravention of the provisions of Articles
B and C.  The third-party offeror shall acquire the Target Shares free and clear
of the Repurchase Right and the First Refusal Right, but the acquired shares
shall remain subject to the provisions of Article B and Paragraph C.3.  In the
event Owner does not effect such sale or disposition of the Target Shares within
the specified thirty (30)-day period, the First Refusal Right shall continue to
be applicable to any subsequent disposition of the Target Shares by Owner until
such right lapses.

          5.   PARTIAL EXERCISE OF THE FIRST REFUSAL RIGHT.  In the event
               -------------------------------------------               
the Corporation makes a timely exercise of the First Refusal Right with respect
to a portion, but not all, of the Target Shares specified in the Disposition
Notice, Owner shall have the option, exercisable by written notice to the
Corporation delivered within five (5) business days after Owner's receipt of the
Exercise Notice, to effect the sale of the Target Shares pursuant to either of
the following alternatives:

          (i) sale or other disposition of all the Target Shares to the third-
party offeror identified in the Disposition Notice, but in full compliance with
the requirements of Paragraph E.4, as if the Corporation did not exercise the
First Refusal Right; or

          (ii) sale to the Corporation of the portion of the Target Shares which
the Corporation has elected to purchase, such sale to be effected in substantial
conformity with the provisions of Paragraph E.3.  The First Refusal Right shall
continue to be applicable to any subsequent disposition of the remaining Target
Shares until such right lapses.

          Failure of Owner to deliver timely notification to the Corporation
shall be deemed to be an election by Owner to sell the Target Shares pursuant to
alternative (i) above.

          6.   RECAPITALIZATION/REORGANIZATION.
               ------------------------------- 

                                       6

 
               (a) Any new, substituted or additional securities or other
property which is by reason of any Recapitalization distributed with respect to
the Purchased Shares shall be immediately subject to the First Refusal Right,
but only to the extent the Purchased Shares are at the time covered by such
right.

               (b) In the event of a Reorganization, the First Refusal Right
shall remain in full force and effect and shall apply to the new capital stock
or other property received in exchange for the Purchased Shares in consummation
of the Reorganization, but only to the extent the Purchased Shares are at the
time covered by such right.

          7.   LAPSE.  The First Refusal Right shall lapse upon the
               -----                                               
earliest to occur of (i) the first date on which shares of the Common Stock are
- --------                                                                       
held of record by more than five hundred (500) persons, (ii) a determination is
made by the Board that a public market exists for the outstanding shares of
Common Stock or (iii) a firm commitment underwritten public offering, pursuant
to an effective registration statement under the 1933 Act, covering the offer
and sale of the Common Stock in the aggregate amount of at least ten million
dollars ($10,000,000).  However, the Market Stand-Off shall continue to remain
in full force and effect following the lapse of the First Refusal Right.

     F.   MARITAL DISSOLUTION OR LEGAL SEPARATION
          ---------------------------------------

          1.   GRANT.  In connection with the dissolution of Optionee's
               -----                                                   
marriage or the legal separation of Optionee and Optionee's spouse, the
Corporation shall have the right (the "Special Purchase Right") to purchase from
Optionee's spouse, in accordance with the provisions of Paragraph F.3, all or
any portion of the Purchased Shares which would otherwise be awarded to such
spouse in settlement of any community property or other marital property rights
such spouse may have in such shares.

          2.   NOTICE OF DECREE OR AGREEMENT.  Optionee shall promptly
               -----------------------------                          
provide the Corporation with written notice (the "Dissolution Notice") of (i)
the entry of any judicial decree or order resolving the property rights of
Optionee and Optionee's spouse in connection with their marital dissolution or
legal separation or (ii) the execution of any contract or agreement relating to
the distribution or division of such property rights. The Dissolution Notice
shall be accompanied by a copy of the actual decree or order of dissolution or
contract or agreement between Optionee and Optionee's spouse which provides for
the award to the spouse of one or more Purchased Shares in settlement of any
community property or other marital property rights such spouse may have in such
shares.

          3.   EXERCISE OF THE SPECIAL PURCHASE RIGHT.  The Special
               --------------------------------------              
Purchase Right shall be exercisable by delivery of written notice (the "Purchase
Notice") to Optionee and Optionee's spouse within thirty (30) days after the
Corporation's receipt of the Dissolution Notice.  The Purchase Notice shall
indicate the number of shares to be purchased by the Corporation, the date such
purchase is to be effected (such date to be not less than five (5) business
days, nor more than ten (10) business days, after the date of the Purchase
Notice) and the Fair Market Value to be paid for such Purchased Shares.
Optionee (or Optionee's spouse, to the extent such spouse has physical
possession of the Purchased Shares) shall, prior to the close of business on the
date specified for the purchase, deliver to the Corporation the certificates
representing the shares to be purchased.  The 

                                       7

 
Corporation shall, concurrently with the receipt of the stock certificates, pay
to Optionee's spouse (in cash or cash equivalents) an amount equal to the Fair
Market Value specified for such shares in the Purchase Notice.

          If Optionee's spouse does not agree with the Fair Market Value
specified for the shares in the Purchase Notice, then the spouse shall promptly
notify the Corporation in writing of such disagreement and the fair market value
of such shares shall thereupon be determined by an appraiser of recognized
standing selected by the Corporation and the spouse.  If they cannot agree on an
appraiser within twenty (20) days after the date of the Purchase Notice, each
shall select an appraiser of recognized standing, and the two (2) appraisers
shall designate a third appraiser of recognized standing whose appraisal shall
be determinative of such value.  The cost of the appraisal shall be shared
equally by the Corporation and Optionee's spouse.  The closing shall then be
held on the fifth (5th) business day following the completion of such appraisal;
                                                                                
provided, however, that if the appraised value is more than twenty-five percent
- --------                                                                       
(25%) greater than the Fair Market Value specified for the shares in the
Purchase Notice, the Corporation shall have the right, exercisable prior to the
expiration of such five (5) business-day period, to rescind the exercise of the
Special Purchase Right and thereby revoke its election to purchase the shares
awarded to the spouse.  In the event the Corporation so revokes its election,
the Corporation shall bear the entire cost of the appraisal.

          4.   LAPSE.  The Special Purchase Right shall lapse upon the
               -----                                                  
earlier to occur of (i) the lapse of the First Refusal Right or (ii) the
- -------                                                                 
expiration of the exercise period specified in Paragraph F.3, to the extent the
Special Purchase Right is not timely exercised in accordance with such
paragraph.

     G.   ESCROW
          ------

          1.   DEPOSIT.  Upon issuance, the certificates for the Purchased
               -------                                                    
Shares which are subject to the Repurchase Right shall be deposited in escrow
with the Corporation to be held in accordance with the provisions of this
Article G.  Each deposited certificate shall be accompanied by a duly-executed
Assignment Separate from Certificate in the form of Exhibit I.  The deposited
certificates, together with any other assets or securities from time to time
deposited with the Corporation pursuant to the requirements of this Agreement,
shall remain in escrow until such time or times as the certificates (or other
assets and securities) are to be released or otherwise surrendered for
cancellation in accordance with Paragraph G.3.  Upon delivery of the
certificates (or other assets and securities) to the Corporation, Owner shall be
issued a receipt acknowledging the number of Purchased Shares (or other assets
and securities) delivered in escrow.

          2.   RECAPITALIZATION/REORGANIZATION.   Any new, substituted or
               -------------------------------                           
additional securities or other property which is by reason of any
Recapitalization or Reorganization distributed with respect to the Purchased
Shares shall be immediately delivered to the Corporation to be held in escrow
under this Article G, but only to the extent the Purchased Shares are at the
time subject to the escrow requirements hereunder.  However, all regular cash
dividends on the Purchased Shares (or other securities at the time held in
escrow) shall be paid directly to Owner and shall not be held in escrow.

          3.   RELEASE/SURRENDER.  The Purchased Shares, together with any
               -----------------                                          
other assets or securities held in escrow hereunder, shall be subject to the
following terms relating to their 

                                       8

 
release from escrow or their surrender to the Corporation for repurchase and 
cancellation:

          (i) Should the Corporation elect to exercise the Repurchase Right with
   respect to any Unvested Shares, then the escrowed certificates for those
   Unvested Shares (together with any other assets or securities attributable
   thereto) shall be surrendered to the Corporation concurrently with the
   payment to Owner of an amount equal to the aggregate Exercise Price for such
   Unvested Shares, and Owner shall cease to have any further rights or claims
   with respect to such Unvested Shares (or other assets or securities
   attributable thereto).

          (ii) Should the Corporation elect to exercise the First Refusal Right
   with respect to any Target Shares held at the time in escrow hereunder, then
   the escrowed certificates for those Target Shares (together with any other
   assets or securities attributable thereto) shall be surrendered to the
   Corporation concurrently with the payment of the Paragraph E.3 purchase price
   for such Target Shares to Owner, and Owner shall cease to have any further
   rights or claims with respect to such Target Shares (or other assets or
   securities attributable thereto).

          (iii) Should the Corporation elect not to exercise the
                                             ---                
   Repurchase Right with respect to any Unvested Shares or the First Refusal
   Right with respect to any Target Shares held at the time in escrow hereunder,
   then the escrowed certificates for those shares (together with any other
   assets or securities attributable thereto) shall be immediately released to
   Owner.

          (iv) As the Purchased Shares (or any other assets or securities
   attributable thereto) vest in accordance with the Vesting Schedule, the
   certificates for those vested shares (as well as all other vested assets and
   securities) shall be released from escrow upon Owner's request, but not more
   frequently than once every six (6) months.

          (v) All Purchased Shares which vest (and any other vested assets and
   securities attributable thereto) shall be released within thirty (30) days
   after the earlier to occur of (a) Optionee's cessation of Service or (b) the
             ------- 
   lapse of the First Refusal Right.

          (vi) All Purchased Shares (or other assets or securities) released
   from escrow shall nevertheless remain subject to (a) the First Refusal Right,
   to the extent such right has not otherwise lapsed, (b) the Market Stand-Off,
   until such restriction terminates, and (c) the Special Purchase Right, to the
   extent such right has not otherwise lapsed.

   H.   SPECIAL TAX ELECTION
        --------------------

        The acquisition of the Purchased Shares may result in adverse tax
consequences which may be avoided or mitigated by filing an election under Code
Section 83(b).  Such election must be filed within thirty (30) days after the
date of this Agreement.  A description of the tax consequences applicable to the
acquisition of the Purchased Shares and the form for making the Code Section
83(b) election are set forth in Exhibit III.  OPTIONEE SHOULD CONSULT 

                                       9

 
WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF ACQUIRING THE
PURCHASED SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE SECTION
83(B) ELECTION. OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY,
AND NOT THE CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B),
EVEN IF OPTIONEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS
FILING ON HIS OR HER BEHALF.

     I.   GENERAL PROVISIONS
          ------------------

          1.   ASSIGNMENT.  The Corporation may assign the Repurchase
               ----------                                            
Right, the First Refusal Right and/or the Special Purchase Right to any person
or entity selected by the Board, including (without limitation) one or more
stockholders of the Corporation.

          If the assignee of the Repurchase Right is other than (i) a wholly
owned subsidiary of the Corporation or (ii) the parent corporation owning one
hundred percent (100%) of the Corporation's outstanding capital stock, then such
assignee must make a cash payment to the Corporation, upon the assignment of the
Repurchase Right, in an amount equal to the excess (if any) of (i) the Fair
Market Value of the Purchased Shares at the time subject to the assigned
Repurchase Right over (ii) the aggregate repurchase price payable for the
Purchased Shares.

          2.   NO EMPLOYMENT OR SERVICE CONTRACT.  Nothing in this
               ---------------------------------                  
Agreement or in the Plan shall confer upon Optionee any right to continue in
Service for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation (or any Parent or Subsidiary
employing or retaining Optionee) or of Optionee, which rights are hereby
expressly reserved by each, to terminate Optionee's Service at any time for any
reason, with or without cause.

          3.   NOTICES.  Any notice required to be given under this
               -------                                             
Agreement shall be in writing and shall be deemed effective upon personal
delivery or upon deposit in the U.S. mail, registered or certified, postage
prepaid and properly addressed to the party entitled to such notice at the
address indicated below such party's signature line on this Agreement or at such
other address as such party may designate by ten (10) days advance written
notice under this paragraph to all other parties to this Agreement.

          4.   NO WAIVER.  The failure of the Corporation in any instance
               ---------                                                 
to exercise the Repurchase Right, the First Refusal Right or the Special
Purchase Right shall not constitute a waiver of any other repurchase rights
and/or rights of first refusal that may subsequently arise under the provisions
of this Agreement or any other agreement between the Corporation and Optionee or
Optionee's spouse.  No waiver of any breach or condition of this Agreement shall
be deemed to be a waiver of any other or subsequent breach or condition, whether
of like or different nature.

          5.   CANCELLATION OF SHARES.  If the Corporation shall make
               ----------------------                                
available, at the time and place and in the amount and form provided in this
Agreement, the consideration for the Purchased Shares to be repurchased in
accordance with the provisions of this Agreement, then from and after such time,
the person from whom such shares are to be repurchased shall no longer have any
rights as a holder of such shares (other than the right to receive payment of
such consideration in accordance with this Agreement).  Such shares shall be
deemed purchased in accordance with the 

                                       10

 
applicable provisions hereof, and the Corporation shall be deemed the owner and
holder of such shares, whether or not the certificates therefor have been
delivered as required by this Agreement.

     J.   MISCELLANEOUS PROVISIONS
          ------------------------

          1.   OPTIONEE UNDERTAKING.  Optionee hereby agrees to take
               --------------------                                 
whatever additional action and execute whatever additional documents the
Corporation may deem necessary or advisable in order to carry out or effect one
or more of the obligations or restrictions imposed on either Optionee or the
Purchased Shares pursuant to the provisions of this Agreement.

          2.   AGREEMENT IS ENTIRE CONTRACT.  This Agreement constitutes
               ----------------------------                             
the entire contract between the parties hereto with regard to the subject matter
hereof.  This Agreement is made pursuant to the provisions of the Plan and shall
in all respects be construed in conformity with the terms of the Plan.

          3.   GOVERNING LAW.  This Agreement shall be governed by, and
               -------------                                           
construed in accordance with, the laws of the State of Delaware without resort
to that State's conflict-of-laws rules.

          4.   COUNTERPARTS.  This Agreement may be executed in
               ------------                                    
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

          5.   SUCCESSORS AND ASSIGNS.  The provisions of this Agreement
               ----------------------                                   
shall inure to the benefit of, and be binding upon, the Corporation and its
successors and assigns and upon Optionee, Optionee's permitted assigns and the
legal representatives, heirs and legatees of Optionee's estate, whether or not
any such person shall have become a party to this Agreement and have agreed in
writing to join herein and be bound by the terms hereof.

          6.   POWER OF ATTORNEY.  Optionee's spouse hereby appoints
               -----------------                                    
Optionee his or her true and lawful attorney in fact, for him or her and in his
or her name, place and stead, and for his or her use and benefit, to agree to
any amendment or modification of this Agreement and to execute such further
instruments and take such further actions as may reasonably be necessary to
carry out the intent of this Agreement.  Optionee's spouse further gives and
grants unto Optionee as his or her attorney in fact full power and authority to
do and perform every act necessary and proper to be done in the exercise of any
of the foregoing powers as fully as he or she might or could do if personally
present, with full power of substitution and revocation, hereby ratifying and
confirming all that Optionee shall lawfully do and cause to be done by virtue of
this power of attorney.

                                       11

 
               IN WITNESS WHEREOF, the parties have executed this Agreement on
the day and year first indicated above.

                                    KNOWLEDGE ADVENTURE, INC.


                                    By:
                                       -------------------------------
                                    Title:
                                          ----------------------------
                                    Address:
                                            --------------------------
 
                                    ----------------------------------


                                    ---------------------------------- 
                                    OPTIONEE

                                    Address:
                                            --------------------------

                                    ---------------------------------- 

                                       12

 
                             SPOUSAL ACKNOWLEDGMENT


          The undersigned spouse of Optionee has read and hereby approves the
foregoing Stock Purchase Agreement.  In consideration of the Corporation's
granting Optionee the right to acquire the Purchased Shares in accordance with
the terms of such Agreement, the undersigned hereby agrees to be irrevocably
bound by all the terms of such Agreement, including (without limitation) the
right of the Corporation (or its assigns) to purchase any Purchased Shares in
which Optionee is not vested and the right of the Corporation (or its assigns)
to purchase any and all interest or right the undersigned may otherwise have in
the Purchased Shares pursuant to community property laws or other marital
property rights.


                              ------------------------------------------
                              OPTIONEE'S SPOUSE
                              Address:
                                      ----------------------------------

                              ------------------------------------------ 

 
                                   EXHIBIT I

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

          FOR VALUE RECEIVED ______________________  hereby sell(s), assign(s)
and transfer(s) unto Knowledge Adventure, Inc. (the "Corporation"),
_______________________ (________) shares of the Common Stock of the Corporation
standing in his or her name on the books of the Corporation represented by
Certificate No.  ___________________ herewith and does hereby irrevocably
constitute and appoint _______________________________ Attorney to transfer the
said stock on the books of the Corporation with full power of substitution in
the premises.

Dated:  ________________


                              Signature___________________________



INSTRUCTION:  Please do not fill in any blanks other than the signature line.
Please sign exactly as you would like your name to appear on the issued stock
certificate.  The purpose of this assignment is to enable the Corporation to
exercise the Repurchase Right without requiring additional signatures on the
part of Optionee.

 
                                   EXHIBIT II

                               SECTION 260.141.11
                    TITLE 10, CALIFORNIA ADMINISTRATIVE CODE


          260.141.11 Restriction on Transfer.  (a) The issuer of any security
upon which a restriction on transfer has been imposed pursuant to Sections
260.102.6, 260.141.10 or 260.534 shall cause a copy of this section to be
delivered to each issuee or transferee of such security at the time the
certificate evidencing the security is delivered to the issuee or transferee.

          (b) It is unlawful for the holder of any such security to consummate a
sale or transfer of such security, or any interest therein, without the prior
written consent of the Commissioner (until this condition is removed pursuant to
Section 260.141.12 of these rules), except:

          (1)  to the issuer;

          (2) pursuant to the order or process of any court;

          (3) to any person described in Subdivision (i) of Section 25102 of the
Code or Section 260.105.14 of these rules;

          (4) to the transferor's ancestors, descendants or spouse, or any
custodian or trustee for the account of the transferor or the transferor's
ancestors, descendants, or spouse; or to a transferee by a trustee or custodian
for the account of the transferee or the transferee's ancestors, descendants or
spouse;

          (5) to holders of securities of the same class of the same issuer;

          (6) by way of gift or donation inter vivos or on death;

          (7) by or through a broker-dealer licensed under the Code (either
acting as such or as a finder) to a resident of a foreign state, territory or
country who is neither domiciled in this state to the knowledge of the broker-
dealer, nor actually present in this state if the sale of such securities is not
in violation of any securities law of the foreign state, territory or country
concerned;

          (8) to a broker-dealer licensed under the Code in a principal
transaction, or as an underwriter or member of an underwriting syndicate or
selling group;

          (9) if the interest sold or transferred is a pledge or other lien
given by the purchaser to the seller upon a sale of the security for which the
Commissioner's written consent is obtained or under this rule not required;

          (10) by way of a sale qualified under Sections 25111, 25112, 25113 or
25121 of the Code, of the securities to be transferred, provided that no order
under Section 25140 or Subdivision (a) of Section 25143 is in effect with
respect to such qualification;

          (11) by a corporation to a wholly owned subsidiary of such
corporation, or by a 

 
wholly owned subsidiary of a corporation to such corporation;

          (12) by way of an exchange qualified under Section 25111, 25112 or
25113 of the Code, provided that no order under Section 25140 or Subdivision (a)
of Section 25143 is in effect with respect to such qualification;

          (13) between residents of foreign states, territories or countries who
are neither domiciled nor actually present in this state;

          (14) to the State Controller pursuant to the Unclaimed Property Law or
to the administrator of the unclaimed property law of another state; or

          (15) by the State Controller pursuant to the Unclaimed Property Law or
by the administrator of the unclaimed property law of another state if, in
either such case, such person (i) discloses to potential purchasers at the sale
that transfer of the securities is restricted under this rule, (ii) delivers to
each purchaser a copy of this rule, and (iii) advises the Commissioner of the
name of each purchaser;

          (16) by a trustee to a successor trustee when such transfer does not
involve a change in the beneficial ownership of the securities;

          (17) by way of an offer and sale of outstanding securities in an
issuer transaction that is subject to the qualification requirement of Section
25110 of the Code but exempt from that qualification requirement by subdivision
(f) of Section 25102; provided that any such transfer is on the condition that
any certificate evidencing the security issued to such transferee shall contain
the legend required by this section.

          (c) The certificates representing all such securities subject to such
a restriction on transfer, whether upon initial issuance or upon any transfer
thereof, shall bear on their face a legend, prominently stamped or printed
thereon in capital letters of not less than 10-point size, reading as follows:

"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES."

 
                                  EXHIBIT III

                      FEDERAL INCOME TAX CONSEQUENCES AND
                           SECTION 83(b) TAX ELECTION

     I.   FEDERAL INCOME TAX CONSEQUENCES AND SECTION 83(B) ELECTION FOR
          --------------------------------------------------------------
EXERCISE OF NON-STATUTORY OPTION.  If the Purchased Shares are acquired pursuant
- --------------------------------                                                
to the exercise of a Non-Statutory Option, as specified in the Grant Notice,
then under Code Section 83, the excess of the Fair Market Value of the Purchased
Shares on the date any forfeiture restrictions applicable to such shares lapse
over the Exercise Price paid for such shares will be reportable as ordinary
income on the lapse date.  For this purpose, the term "forfeiture restrictions"
includes the right of the Corporation to repurchase the Purchased Shares
pursuant to the Repurchase Right.  However, Optionee may elect under Code
Section 83(b) to be taxed at the time the Purchased Shares are acquired, rather
than when and as such Purchased Shares cease to be subject to such forfeiture
restrictions.  Such election must be filed with the Internal Revenue Service
within thirty (30) days after the date of the Agreement.  Even if the Fair
Market Value of the Purchased Shares on the date of the Agreement equals the
Exercise Price paid (and thus no tax is payable), the election must be made to
avoid adverse tax consequences in the future.  The form for making this election
is attached as part of this exhibit.  FAILURE TO MAKE THIS FILING WITHIN THE
APPLICABLE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY
INCOME BY OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSE.

 
     II.  FEDERAL INCOME TAX CONSEQUENCES AND CONDITIONAL SECTION 83(B) ELECTION
          ----------------------------------------------------------------------
FOR EXERCISE OF INCENTIVE OPTION.  If the Purchased Shares are acquired pursuant
- --------------------------------                                                
to the exercise of an Incentive Option, as specified in the Grant Notice, then
the following tax principles shall be applicable to the Purchased Shares:

          (i) For regular tax purposes, no taxable income will be recognized at
the time the Option is exercised.

          (ii) The excess of (a) the Fair Market Value of the Purchased Shares
on the date the Option is exercised or (if later) on the date any forfeiture
restrictions applicable to the Purchased Shares lapse over (b) the Exercise
Price paid for the Purchased Shares will be includible in Optionee's taxable
income for alternative minimum tax purposes.

          (iii)     If Optionee makes a disqualifying disposition of the
Purchased Shares, then Optionee will recognize ordinary income in the year of
such disposition equal in amount to the excess of (a) the Fair Market Value of
the Purchased Shares on the date the Option is exercised or (if later) on the
date any forfeiture restrictions applicable to the Purchased Shares lapse over
(b) the Exercise Price paid for the Purchased Shares.  Any additional gain
recognized upon the disqualifying disposition will be either short-term or long-
term capital gain depending upon the period for which the Purchased Shares are
held prior to the disposition.

          (iv) For purposes of the foregoing, the term "forfeiture restrictions"
will include the right of the Corporation to repurchase the Purchased Shares
pursuant to the Repurchase Right.  The term "disqualifying disposition" means
any sale or other disposition /1/ of the Purchased Shares within two (2) years
after the Grant Date or within one (1) year after the exercise date of the
Option.

          (v) In the absence of final Treasury Regulations relating to Incentive
Options, it is not certain whether Optionee may, in connection with the exercise
of the Option for any Purchased Shares at the time subject to forfeiture
restrictions, file a protective election under Code Section 83(b) which would
limit (a) Optionee's alternative minimum taxable income upon exercise and (b)
Optionee's ordinary income upon a disqualifying disposition to the excess of the
Fair Market Value of the Purchased Shares on the date the Option is exercised
over the Exercise Price paid for the Purchased Shares. Accordingly, such
election if properly filed will only be allowed to the extent the final Treasury
Regulations permit such a protective election.  Page 2 of the attached form for
making the election should be filed with any election made in connection with
the exercise of an Incentive Option.

- ---------------
/1/  Generally, a disposition of shares purchased under an Incentive
Option includes any transfer of legal title, including a transfer by sale,
exchange or gift, but does not include a transfer to the Optionee's spouse, a
transfer into joint ownership with right of survivorship if Optionee remains one
of the joint owners, a pledge, a transfer by bequest or inheritance or certain
tax free exchanges permitted under the Code.

 
                             SECTION 83(b) ELECTION

          This statement is being made under Section 83(b) of the Internal
Revenue Code, pursuant to Treas. Reg. Section 1.83-2.

(1)  The taxpayer who performed the services is:

     Name:
     Address:
     Taxpayer Ident. No.:

(2)  The property with respect to which the election is being made is
     ____________ shares of the common stock of Knowledge Adventure, Inc.

(3)  The property was issued on _____________, 199__.

(4)  The taxable year in which the election is being made is the calendar year
     199__.

(5)  The property is subject to a repurchase right pursuant to which the issuer
     has the right to acquire the property at the original purchase price if for
     any reason taxpayer's employment with the issuer is terminated.  The
     issuer's repurchase right lapses in a series of annual and monthly
     installments over a four (4)-year period ending on ____________, 199__.

(6)  The fair market value at the time of transfer (determined without regard to
     any restriction other than a restriction which by its terms will never
     lapse) is $_____________per share.

(7)  The amount paid for such property is $____________ per share.

(8)  A copy of this statement was furnished to Knowledge Adventure, Inc. for
     whom taxpayer rendered the services underlying the transfer of property.

(9)   This statement is executed on _______________________, 199__.


________________________         _______________________________________ 
Spouse (if any)          Taxpayer

This election must be filed with the Internal Revenue Service Center with which
taxpayer files his or her Federal income tax returns and must be made within
thirty (30) days after the execution date of the Stock Purchase Agreement.  This
filing should be made by registered or certified mail, return receipt requested.
Optionee must retain two (2) copies of the completed form for filing with his or
her Federal and state tax returns for the current tax year and an additional
copy for his or her records.

 
The property described in the above Section 83(b) election is comprised of
shares of common stock acquired pursuant to the exercise of an incentive stock
option under Section 422 of the Internal Revenue Code (the "Code").
Accordingly, it is the intent of the Taxpayer to utilize this election to
achieve the following tax results:

          1.   The purpose of this election is to have the alternative minimum
taxable income attributable to the purchased shares measured by the amount by
which the fair market value of such shares at the time of their transfer to the
Taxpayer exceeds the purchase price paid for the shares.  In the absence of this
election, such alternative minimum taxable income would be measured by the
spread between the fair market value of the purchased shares and the purchase
price which exists on the various lapse dates in effect for the forfeiture
restrictions applicable to such shares.  The election is to be effective to the
full extent permitted under the Code.

          2.   Section 421(a)(1) of the Code expressly excludes from income any
excess of the fair market value of the purchased shares over the amount paid for
such shares.  Accordingly, this election is also intended to be effective in the
event there is a "disqualifying disposition" of the shares, within the meaning
of Section 421(b) of the Code, which would otherwise render the provisions of
Section 83(a) of the Code applicable at that time.  Consequently, the Taxpayer
hereby elects to have the amount of disqualifying disposition income measured by
the excess of the fair market value of the purchased shares on the date of
transfer to the Taxpayer over the amount paid for such shares.  Since Section
421(a) presently applies to the shares which are the subject of this Section
83(b) election, no taxable income is actually recognized for regular tax
purposes at this time, and no income taxes are payable, by the Taxpayer as a
result of this election.


THIS PAGE 2 IS TO BE ATTACHED TO ANY SECTION 83(b) ELECTION FILED IN CONNECTION
WITH THE EXERCISE OF AN INCENTIVE STOCK OPTION UNDER THE FEDERAL TAX LAWS.

 
                                    APPENDIX
                                    --------


          The following definitions shall be in effect under the Agreement:

     A.   AGREEMENT shall mean this Stock Purchase Agreement.
          ---------                                          

     B.   BOARD shall mean the Corporation's Board of Directors.
          -----                                                 

     C.   CODE shall mean the Internal Revenue Code of 1986, as amended.
          ----                                                          

     D.   COMMON STOCK shall mean the Corporation's common stock.
          ------------                                           

     E.   CORPORATE TRANSACTION shall mean either of the following stockholder-
          ---------------------                                               
approved transactions:

          (i) a merger or consolidation in which securities possessing more than
fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities are transferred to a person or persons different from the
persons holding those securities immediately prior to such transaction, or

          (ii) the sale, transfer or other disposition of all or substantially
all of the Corporation's assets in complete liquidation or dissolution of the
Corporation.

     F.   CORPORATION shall mean Knowledge Adventure, Inc., a Delaware
          -----------                                                 
corporation.

     G.   DISPOSITION NOTICE shall have the meaning assigned to such term in
          ------------------                                                
Paragraph E.2.

     H.   DISSOLUTION NOTICE shall have the meaning assigned to such term in
          ------------------                                                
Paragraph F.2.

     I.   EXERCISE NOTICE shall have the meaning assigned to such term in
          ---------------                                                
Paragraph E.3.

     J.   EXERCISE PRICE shall have the meaning assigned to such term in
          --------------                                                
Paragraph A.1.

     K.   FAIR MARKET VALUE of a share of Common Stock on any relevant date,
          -----------------                                                 
prior to the initial public offering of the Common Stock, shall be determined by
the Plan Administrator after taking into account such factors as it shall deem
appropriate.

     L.   FIRST REFUSAL RIGHT shall mean the right granted to the Corporation in
          -------------------                                                   
accordance with Article E.

     M.   GRANT DATE shall have the meaning assigned to such term in Paragraph
          ----------                                                          
A.1.

     N.   GRANT NOTICE shall mean the Notice of Grant of Stock Option pursuant
          ------------                                                        
to which Optionee has been informed of the basic terms of the Option.

 
     O.   INCENTIVE OPTION shall mean an option which satisfies the requirements
          ----------------                                                      
of Code Section 422.

     P.   MARKET STAND-OFF shall mean the market stand-off restriction specified
          ----------------                                                      
in Paragraph C.3.

     Q.   1933 ACT shall mean the Securities Act of 1933, as amended.
          --------                                                   

     R.   NON-STATUTORY OPTION shall mean an option not intended to satisfy the
          --------------------                                                 
requirements of Code Section 422.

     S.   OPTION shall have the meaning assigned to such term in Paragraph A.1.
          ------                                                               

     T.   OPTION AGREEMENT shall mean all agreements and other documents
          ----------------                                              
evidencing the Option.

     U.   OPTIONEE shall mean the person to whom the Option is granted under the
          --------                                                              
Plan.

     V.   OWNER shall mean Optionee and all subsequent holders of the Purchased
          -----                                                                
Shares who derive their chain of ownership through a Permitted Transfer from
Optionee.

     W.   PARENT shall mean any corporation (other than the Corporation) in an
          ------                                                              
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

     X.   PERMITTED TRANSFER shall mean (i) a gratuitous transfer of the
          ------------------                                            
Purchased Shares, provided and only if Optionee obtains the Corporation's prior
written consent to such transfer, (ii) a transfer of title to the Purchased
Shares effected pursuant to Optionee's will or the laws of intestate succession
following Optionee's death or (iii) a transfer to the Corporation in pledge as
security for any purchase-money indebtedness incurred by Optionee in connection
with the acquisition of the Purchased Shares.

     Y.   PLAN shall mean the Corporation's 1993 Stock Option Plan.
          ----                                                     

     Z.   PLAN ADMINISTRATOR shall mean either the Board or a committee of Board
          ------------------                                                    
members, to the extent the committee is at the time responsible for
administration of the Plan.

     AA.  PRIOR PURCHASE AGREEMENT shall have the meaning assigned to such term
          ------------------------                                             
in Paragraph D.4.

     BB.  PURCHASE NOTICE shall have the meaning assigned to such term in
          ---------------                                                
Paragraph F.3.

 
     CC.  PURCHASED SHARES shall have the meaning assigned to such term in
          ----------------                                                
Paragraph A.1.

     DD.  RECAPITALIZATION shall mean any stock split, stock dividend,
          ----------------                                            
recapitalization, combination of shares, exchange of shares or other change
affecting the Corporation's outstanding Common Stock as a class without the
Corporation's receipt of consideration.

     EE.  REORGANIZATION shall mean any of the following transactions:
          --------------                                              

          (i) a merger or consolidation in which the Corporation is not the
surviving entity,

          (ii) a sale, transfer or other disposition of all or substantially all
of the Corporation's assets,

          (iii)  a reverse merger in which the Corporation is the surviving
entity but in which the Corporation's outstanding voting securities are
transferred in whole or in part to a person or persons different from the
persons holding those securities immediately prior to the merger, or

          (iv) any transaction effected primarily to change the state in which
the Corporation is incorporated or to create a holding company structure.

     FF.  REPURCHASE RIGHT shall mean the right granted to the Corporation in
          ----------------                                                   
accordance with Article D.

     GG.  SEC shall mean the Securities and Exchange Commission.
          ---                                                   

     HH.  SERVICE shall mean the provision of services to the Corporation (or
          -------                                                            
any Parent or Subsidiary) by a person in the capacity of an employee, subject to
the control and direction of the employer entity as to both the work to be
performed and the manner and method of performance, a non-employee member of the
board of directors or a consultant.

     II.  SPECIAL PURCHASE RIGHT shall mean the right granted to the Corporation
          ----------------------                                                
in accordance with Article F.

     JJ.  SUBSIDIARY shall mean any corporation (other than the Corporation) in
          ----------                                                           
an unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

     KK.  TARGET SHARES shall have the meaning assigned to such term in
          -------------                                                
Paragraph E.2.

     LL.  VESTING SCHEDULE shall mean the vesting schedule specified in the
          ----------------                                                 
Grant Notice.

 
     MM.  UNVESTED SHARES shall have the meaning assigned to such term in
          ---------------                                                
Paragraph D.1.

 
                                  EXHIBIT 4.6

                                    FORM OF

                              KNOWLEDGE ADVENTURE

                             STOCK OPTION AGREEMENT

          This Non-Qualified Stock Option Agreement is made and entered into by
and between KNOWLEDGE ADVENTURE, a California corporation ("Company"), and
_______________ ("Optionee") as of ____________ (the "Grant Date") with respect
to the following facts:

          A.  The Board of Directors of the Company has determined it that its
success depends, in large part, on the efforts of its employees, officers, and
consultants;

          B.  In order to encourage the efforts of the Company's employees,
officers and consultants, the Board of Directors of the Company has determined
it to be in the best interests of the Company to grant non-qualified stock
options under the Plan to certain employees, officers, and consultants of the
Company; and

          C.  Optionee is currently an officer, employee or consultant of the
Company.

          NOW, THEREFORE, in consideration of the premises and intending to be
legally bound, the parties agree as follows:

          1.  Grant of Option.  Subject to the terms and condi-tions set forth
              ---------------
herein, the Company hereby grants to Optionee an option ("Option") to purchase
from the Company, at the price of $0.01 per share, plus additional sums, if any,
required by Section 5.3, a total of ________ shares of the Company's authorized
and unissued or reacquired shares of common stock, no par value per share.

          2.  Non-Qualified Stock Option.  The Option granted to Optionee
              --------------------------
pursuant to this Agreement is not an "Incentive Stock Option" within the meaning
of the Internal Revenue Code of 1986.

          3.  Administration.  This Agreement shall be administered by the Board
              --------------
of Directors of the Company (the "Board").  The Board shall have authority to
construe and interpret this Agreement, to promulgate, amend, and rescind rules
and regulations relating to the administration of this Agreement, and to make
all of the determinations necessary or advisable for administration of this
Agreement.  The interpretation and construction by the Board of any provision of
this Agreement shall be final and binding upon all parties.  No member of the
Board shall be liable for any action or determination undertaken

                                       1

 
or made in good faith with respect to this Agreement. Solely for the purposes of
this Agreement, consultants shall be treated as employees of the Company.

          4.  Term of Option.  Unless earlier exercised pursuant to Section 5 of
              --------------
this Agreement, or earlier terminated as provided in Section 9 of this
Agreement, the Option shall terminate on and shall not be exercisable after
______________.

          5.  Exercise.
              --------

              5.1  Exercisability.  Subject to the terms and conditions of this
                   --------------
Agreement, the Option granted hereunder shall become exercisable as follows:
______ shares of the common stock subject to the Option shall be exercisable on
the first day of each month commencing _____________ and continuing until the
Option is exercisable in whole or any unexercisable options have been terminated
in accordance with Section 9 of this Agreement.  The Option may be exercised by
Optionee with respect to any shares of common stock of the Company covered by
the Option at any time on or after the date on which the Option becomes
exercisable with respect to such shares; provided that the Option may not be
exercised at any one time with respect to less than ten (10) shares of common
stock of the Company, unless the number of shares with respect to which the
Option is exercised is the total number of shares with respect to which the
Option is exercisable at that time.

              5.2  Notice Of Exercise.  Optionee shall exercise the Option by
                   ------------------
delivering to the Company, either in person or by certified or registered mail,
written notice of election to exercise and payment in full of the purchase price
as provided in Subsection 5.3 of this Agreement.  The written notice shall set
forth the whole number of shares with respect to which the Option is being
exercised.  For the purposes of this Agreement, the date the notice of exercise
of the option is received by the Company shall be deemed the day Option was
exercised.

               5.3  Payment of Purchase Price.  The purchase price for any 
                    -------------------------
shares of common stock of the Company with respect to which Optionee exercises
this Option shall be paid in full at the time Optionee delivers to the Company
the written notice of election to exercise. The purchase price shall be paid in
cash or by check. The purchase price shall include (a) the price of the stock
being purchased upon exercise of the Option, as specified in Section 1 of this
Agreement, plus (b) an amount sufficient to pay for any taxes which the Company
may be required to withhold under applicable state or federal law, as provided
in section 5.4 hereof. Notwithstanding the foregoing, the Company may, at its
option, extend and maintain, or arrange for the extension and maintenance of
credit to Optionee to finance payment of the purchase price on such terms as may
be approved by the Board.

                                       2

 
              5.4 Withholding. The Company shall withhold from the Purchase
                  -----------
Price for the Shares an amount sufficient to pay for any federal or state
withholding taxes that may be due as a result of the exercise of the Option.

              5.5  Change in Control.  Notwithstanding any-thing to the contrary
                   -----------------
contained in this Agreement, the Option granted hereunder shall become
immediately exercisable upon any event constituting a change in control of the
Company.  For the purposes of this Agreement, a "change in control" shall mean
the acquisition of thirty-five percent (35%) or more of the voting securities of
the Company by any person or group (as those terms are used in the Securities
Exchange Act of 1934 and regulations promulgated thereunder) without the prior
consent of the Board of Directors of the Company; or, in any event, the
acquisition by any person or group of fifty percent (50%) or more of the voting
securities of the Company.

          6.  Issuance of Shares.  Promptly after the Company's receipt of the
              ------------------
written notice of election to exercise provided for in Subsection 5.2 hereof and
Optionee's payment in full of the purchase price, and in any event, not later
than thirty calendar days following the Company's receipt of such notice and
Optionee's payment in full of the purchase price, the Company shall deliver, or
cause to be delivered to Optionee, certificates for the whole number of shares
with respect to which the Option is being exercised by Optionee.  Shares shall
be registered in the name of Optionee.  If any law or regulation of the
Securities and Exchange Commission or of any other federal or state governmental
body having jurisdiction shall require the Company or Optionee to take any
action prior to issuance to Optionee of the shares of common stock of the
Company specified in the written notice of election to exercise, or if any
listing agreement between the Company and any national securities exchange
requires such shares to be listed prior to issuance, the date for the delivery
of such shares shall be adjourned until the completion of such action and/or
such listing.

          7.  Fractional Shares.  In no event shall the Company be required to
              -----------------
issue fractional shares upon the exercise of any portion of the Option.

          8.  Rights as a Shareholder.  Optionee shall have no rights as a
              -----------------------
shareholder of the Company with respect to any shares covered by the Option
until the date of the issuance of a share certificate for such shares.  Except
as provided in Section 10 hereof, no adjustment shall be made for any dividends
(ordinary or extraordinary, whether cash, securities, or other property) or
distributions or other rights for which the record date is prior to the date
such share certificate is issued.

          9.  Termination of Employment. In the event that Optionee's employment
              -------------------------
with the Company is terminated for any reason whatsoever, including but not
limited to voluntary termination, involuntary termination, termination for
cause, 

                                       3

 
termination without cause, death, disability or force majeure, Optionee
shall be entitled to exercise the Option only to the extent that shares of
common stock subject to this Option have previously become exercisable pursuant
to Subsection 5.1 of this Agreement, and subject to all the other terms and
conditions of this Agreement.  The Option may not be exercised to the extent
that shares of common stock subject to the Option have not become exercisable
prior to the termination of employment of Optionee.

          10.  Recapitalization or Reorganization of Company.
               ---------------------------------------------

               10.1  Adjustments to Options.  Except as otherwise provided 
                     ----------------------
herein, appropriate and proportional adjustments shall be made in the number 
and class of shares subject to the Option and the purchase price of such shares
in the event of a stock dividend, stock split, reverse stock split,
recapitalization, reorganization, merger, consolidation, separation, or like
change in the capital structure of the Company. To the extent that the foregoing
adjustments relate to stock or securities of the Company, such adjustments shall
be made by the Board, the determination of which shall be final, binding, and
conclusive.

               10.2  Mergers and Reorganizations.  In the event of a 
                     ---------------------------
liquidation of the Company or a merger, reorganization, or consolidation of the
Company with any other corporation in which the Company is not the surviving
corporation, or if the Company becomes a wholly-owned subsidiary of another
corporation, any unexercised portion of the Option shall be deemed cancelled
unless the surviving corporation in any such merger, reorganization, or
consolidation elects to assume the Option or to issue substitute options in
place thereof. Notwithstanding the foregoing, if the Option otherwise would be
cancelled in accordance with the preceding sentence, Optionee shall have the
right, exercisable during a ten-day period ending on the fifth day prior to such
liquidation, merger, or consolidation, to exercise the Option in whole or in
part. In the event that Optionee exercises the Option, in whole or in part,
pursuant to the provisions of this Section 10, where (a) the Company has agreed
to merge with another corporation; (b) the Company is not the surviving
corporation; (c) where (the "Merger Securities") will be the consideration for
shares of the Company's common stock; and (d) the merger securities are not
readily tradeable in any securities market, the company shall, prior to the
consummation of any such Merger, repurchase the shares of common stock acquired
by Optionee through exercise of the Option at a price equal to the difference
between the exercise price of the Option and the fair market value of the Merger
Securities.

          11.  No Transfer of Option.  Optionee may not transfer all or any part
               ---------------------
of the Option except by Will or the laws of descent and distribution, and the
Option shall not be exercisable during the lifetime of Optionee by any person
other than Optionee.

                                       4

 
          12.  Investment Representation.  Optionee hereby represents and
               -------------------------
warrants to, and agrees with, the Company that, if he exercises the Option in
whole or in part at a time when there is not in effect under the Securities Act
of 1933, as amended, a registration statement covering the shares issuable upon
exercise of the Option and available for delivery a prospectus meeting the
requirements of Section 10(a)(3) of said Act, that Optionee may be required, as
a condition of issuance of the shares of common stock of the Company covered by
the Option, to represent to the Company that the shares issued pursuant to the
exercise of the Option are being acquired for investment and without a view to
distribution thereof; and that in such case the Company may place a legend on
the certificate(s) evidencing the shares of the common stock of the Company
issued upon exercise of the Option reflecting the fact that the shares were
acquired for investment and cannot be sold or transferred unless registered
under said Act or unless counsel for the company is satisfied or an opinion of
counsel skilled in securities matters indicates that the circumstances of the
proposed transfer do not require such registration.

          13.  General Provisions.
               -------------------

               13.1  Entire Agreement.  This Agreement contains the entire
                     ----------------
understanding between the parties with respect to the subject matter hereof, and
supersedes any and all prior written or oral agreements between the parties with
respect to the subject matter hereof.  There are no representations,
agreements, arrangements, or understandings, either written or oral, between or
among the parties with respect to the subject matter hereof which are not set
forth in this Agreement.

               13.2  Governing Law.  This Agreement shall be governed by, and
                     -------------
construed in accordance with, the laws of the State of California.

               13.3  Notices.  Any notice given pursuant to this Agreement may 
                     -------
be served personally on the party to be notified or may be mailed, with postage
thereon fully prepaid, by certified or registered mail, with return receipt
requested, addressed to the Company at its principal office, to Optionee at
Optionee's residence address according to the records of the Company, or at such
other address as either party may designate in writing from time to time.  Any
notice given as provided in the preceding sentence shall be deemed delivered
when given, if personally served, or ten (10) business days after mailing, if
mailed.

               13.4  Arbitration.  Any controversy or claim arising out of or 
                     -----------
related to this Agreement, or the breach thereof, shall be settled by
arbitration in Los Angeles, California in accordance with the Rules of the
American Arbitration Association then in effect for commercial disputes; and
judgment upon the award rendered by the arbitrator(s) may be entered in any
court having Jurisdiction thereof. The

                                       5

 
arbitrator(s) shall be a retired California Superior Court judge(s) with
judicial experience involving business and financial matters. Such qualified
judge(s) shall be selected through panels maintained by any California Superior
Court or private organization providing such services. The parties further agree
that a restraining order, injunction, writ of possession and/or writ of
attachment may be applied for and pursued in a court of competent jurisdiction
by any party pending resolution of the dispute.

          13.5  Attorneys' Fees.  Should any party hereto engage an attorney or
                ---------------
institute any action or proceeding at law or in equity, or in connection with an
arbitration, to enforce any provision of this Agreement, including an action for
declaratory relief, or for damages by reason of an alleged breach of any
provision of this Agreement, or otherwise in connection with this Agreement, or
any provision hereof, the prevailing party shall be entitled to recover from the
nonprevailing party or parties all attorneys' fees and costs for services
rendered to the prevailing party in such action or proceeding.

          13.6  Further Acts.  Each party to this Agreement agrees to perform
                ------------
such further acts and to execute and deliver such other and additional documents
as may be reasonably necessary to carry out the provisions of this Agreement.

          13.7  Severability.  If any term, provision, covenant, or condition of
                ------------
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, or unenforceable for any reason, such invalidity, illegality, or
unenforceability shall not affect any of the other terms, provisions, covenants,
or conditions of this Agreement, each of which shall be binding and enforceable.

          IN WITNESS WHEREOF, the undersigned have executed this Stock Option
Agreement as of date first above written.


KNOWLEDGE ADVENTURE             OPTIONEE


By  ______________________      ________________________
Its ______________________

                                       6

 
                                  EXHIBIT 4.7


                                    FORM OF
                           KNOWLEDGE ADVENTURE, INC.
                             STOCK OPTION AGREEMENT
                             ----------------------

RECITALS
- --------

          A.  The Board desires to grant an option to purchase Common Stock to
Optionee and Optionee desires to be granted an option to purchase Common Stock
of the Corporation.

          B.  All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

              NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

          1.  GRANT OF OPTION.  Subject to and upon the terms and conditions set
              ---------------
forth in this Agreement, the Corporation hereby grants to Optionee, as of the
Grant Date, a Stock Option to purchase up to the number of Option Shares
specified in the Grant notice.  The option shares shall be purchasable from time
to time during the option term at the Exercise Price.

          2.  OPTION TERM.  This option shall have a maximum term of ten (10)
              -----------
years measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5 or 6.

          3.  LIMITED TRANSFERABILITY.  Except as set forth below, this option
              -----------------------
shall be neither transferable nor assignable by Optionee other than by will or
by the laws of descent and distribution following Optionee's death, or to a
member of Optionee's immediate family, or to a corporation more than fifty
percent (50%) of the voting stock of which is owned by Optionee or members of
his immediate family, or to a trust for the benefit of Optionee and/or members
of his immediate family.

          4.  DATES OF EXERCISE.  This option shall become exercisable for the
              -----------------
Option Shares in one or more installments as specified in the Grant Notice.  As
the option becomes exercisable for one or more such installments, those
installments shall accumulate and the option shall remain exercisable for the
accumulated installments until the Expiration Date or sooner termination of the
option term under Paragraph 5 or 6.

          5.  CESSATION OF SERVICE.  The following provisions shall become
              --------------------
applicable upon cessation of service:

          (a) Should Optionee cease to remain in Service for any reason (other
than death) while this option is outstanding, then this option shall remain
exercisable until the 

 
Expiration Date. Upon the Expiration Date, this option shall terminate and cease
to be outstanding.

          (b) Should Optionee die while this option is outstanding, then the
personal representative of Optionee's estate or the person or persons to whom
the option is transferred pursuant to Optionee's will or in accordance with the
laws of descent and distribution shall have the right to exercise this option.
Such right shall lapse and this option shall cease to be exercisable upon the
Expiration Date.  Upon the Expiration Date, this option shall terminate and
cease to be outstanding.

          (c) During the period of post-Service exercisability applicable under
subparagraph (a), or (b) above, subject to Paragraph 6 hereof, this option may
not be exercised at any time for more than the number of Option Shares
exercisable at the time of cessation of Service in accordance with the exercise
schedule specified in the Grant Notice.  To the extent the option is not
exercisable for Option Shares at the time of Optionee's cessation of Service,
this option shall immediately terminate and cease to be outstanding with respect
to those shares.

     6.   SPECIAL ACCELERATION OF OPTION.
          -------------------------------

          (a)  Upon the occurrence of a Corporate Transaction, the 
exercisability of this option shall, to the extent it is at such time
outstanding but not otherwise fully exercisable, automatically accelerate so
that such option shall, immediately prior to the specified effective date for
the Corporate Transaction, become fully exercisable for all of the Option Shares
and may be exercised for all or any portion of such shares. This option, to the
extent not previously exercised, shall terminate upon the consummation of the
Corporate Transaction and cease to be outstanding except to the extent assumed
by the successor corporation or its parent. If one or more options, warrants or
other rights to acquire equity securities of the Corporation or if any shares of
Preferred Stock or other convertible securities of the Corporation are assumed
in the Corporate Transaction, then this option shall not terminate upon the
consummation of the Corporate Transaction, but shall be assumed by the successor
corporation or its parent. In the event of a Corporate Transaction, the
Corporation shall provide Optionee with at least twenty (20) days advance
written notice of the occurrence of a Corporate Transaction describing the same
in reasonable detail and specifying whether or not the option will be assumed.

          (b)  In the event that Bill Gross should cease to provide Services to
the Corporation for any reason, then the exercisability of this option shall, to
the extent it is at such time outstanding but not otherwise fully exercisable,
automatically accelerate so that such option shall, on Gross's last day of
providing Services to the Corporation, become fully exercisable for all of the
Option Shares and may be exercised thereafter during the term hereof, for all or
any portion of such shares.

          (c)  This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise make changes in its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.

     7.   ADJUSTMENT IN OPTION SHARES.
          ----------------------------

          (a)  In the event any change is made to the outstanding Common Stock 
by reason of any stock split, stock dividend, recapitalization, combination of
shares, 

                                       2

 
exchange of shares or other change affecting the outstanding Common
Stock as a class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to (i) the total number and/or class of securities
subject to this option and (ii) the Exercise Price in order to reflect such
change and thereby preclude a dilution or enlargement of benefits hereunder.

          (b) If this option is to be assumed in connection with a Corporate
Transaction or is otherwise to remain outstanding, then this option shall be
appropriately adjusted, immediately after such Corporate Transaction, to apply
and pertain to the number and class of securities which would have been issuable
to Optionee in the consummation of such Corporate Transaction had the option
been exercised immediately prior to such Corporate Transaction, and appropriate
adjustments shall also be made to the Exercise Price payable per share, provided
                                                                        --------
the aggregate Exercise Price payable hereunder shall remain the same.

      8.  PRIVILEGE OF STOCK OWNERSHIP.  The holder of this option shall 
not have any stockholder rights with respect to the option shares until such
individual shall have exercised the option and paid the exercise price.

      9.  MANNER OF EXERCISING OPTION.
          ---------------------------

          (a) In order to exercise this option with respect to all or any part
of the Option Shares for which this option is at the time exercisable, Optionee
(or in the case of exercise after Optionee's death, Optionee's executor,
administrator, heir or legatee, as the case may be) must take the following
actions:

              (i) Execute and deliver to the Secretary of the Corporation a
     Notice of Exercise in substantially the form of Exhibit I in which there is
     specified the number of Option Shares which are to be purchased under the
     exercised option.

              (ii) Pay the aggregate Exercise Price for the purchased shares in
     one or more of the following alternative forms:

                   (A) full payment in cash or check made payable to the
          Corporation; or

                   (B) in shares of Common Stock held by Optionee for the
          requisite period necessary to avoid a charge to the Corporation's
          earnings for financial reporting purposes and valued at Fair Market
          Value on the Exercise Date; or

                   (C) through a special sale and remittance procedure pursuant
          to which Optionee shall concurrently provide irrevocable written
          instructions (a) to a Corporation-designated brokerage firm to effect
          the immediate sale of the purchased shares and remit to the
          Corporation, out of the sale proceeds available on the settlement
          date, sufficient funds to cover the aggregate exercise price payable
          for the purchased shares plus all applicable Federal, state and local
          income and employment taxes required to be withheld by the Corporation
          by reason of such purchase and (b) to the Corporation to deliver the
          certificates for the purchased shares directly to such brokerage firm
          in order to complete the sale transaction.

                                       3

 
                 (iii)  Furnish to the Corporation appropriate documentation 
     that the person or persons exercising the option (if other than Optionee)
     have the right to exercise this option.

          Except to the extent the sale and remittance procedure is utilized in
connection with the exercise of the option, payment of the Exercise Price must
accompany the Notice of Exercise delivered to the Corporation.

               (b) As soon after the Exercise Date as practical, the Corporation
shall mail or deliver to or on behalf of Optionee (or the other person or
persons exercising this option) a certificate or certificates representing the
shares purchased under this Agreement, with the appropriate legends affixed
thereto.

               (c) In no event may this option be exercised for any fractional
shares.

          10.  COMPLIANCE WITH LAWS AND REGULATIONS.
               -------------------------------------

               (a) The exercise of this option and the issuance of the Option 
Shares upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange on which the Common Stock may be
listed at the time of such exercise and issuance.

               (b) In connection with the exercise of this option, Optionee 
shall execute and deliver to the Corporation such representations in writing as
may be reasonably requested by the Corporation in order for it to comply with
the applicable requirements of Federal and state securities laws.

          11.  MARKET STAND-OFF.
               -----------------

               (a) In connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration
statement filed under the 1933 Act, including the Corporation's initial public
offering, Optionee shall not sell, make any short sale of, loan, hypothecate,
pledge, grant any option for the purchase of, or otherwise dispose or transfer
for value or otherwise agree to engage in any of the foregoing transactions with
respect to, any Purchased Shares without the prior written consent of the
Corporation or its underwriters.  Such limitations shall be in effect for such
period of time from and after the effective date of the final prospectus for the
offering as may be requested by the Corporation or such underwriters; provided,
                                                                      ---------
however, that in no event shall such period exceed one hundred eighty (180)
- -------
days.  The limitations of this Paragraph 11 shall in all events terminate two
(2) years after the effective date of the Corporation's initial public offering.

              (b) In the event of any stock split, stock dividend, 
recapitalization, combination of shares, exchange of shares or other change
affecting the Corporation's outstanding Common Stock effected as a class without
the Corporation's receipt of consideration, then any new, substituted or
additional securities distributed with respect to the Purchased Shares shall be
immediately subject to the provisions of this Paragraph 11, to the same extent
the Purchased Shares are at such time covered by such provisions.

              (c) In order to enforce the limitations of this Paragraph 11, the
Corporation may impose stop-transfer instructions with respect to the Purchased
Shares until the end of the applicable stand-off period.

                                       4

 
          12. SUCCESSORS AND ASSIGNS.  Except to the extent otherwise 
              ----------------------
provided in Paragraph 3 or 6, the provisions of this Agreement shall inure to
the benefit of, and be binding upon, the successors, administrators, heirs,
legal representatives and assigns of Optionee and the successors and assigns of
the Corporation.

          13.  NOTICES.  Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation in care of the Corporate Secretary at its principal corporate
offices.  Any notice required to be given or delivered to Optionee shall be in
writing and addressed to Optionee at the address indicated below Optionee's
signature line on the Grant Notice.  All notices shall be deemed to have been
given or delivered upon personal delivery or upon deposit in the U.S. mail,
postage prepaid and properly addressed to the party to be notified.

          14.  CONSTRUCTION.  All decisions of the Board with respect to any
               ------------
question or issue arising under this Agreement shall be conclusive and binding
on all persons having an interest in this option.

          15.  GOVERNING LAW.  The interpretation, performance and enforcement
               -------------
of this agreement shall be governed by the laws of the State of California
without resort to that State's conflict-of-laws rules.

          16.  WITHHOLDING TAXES.  Optionee hereby agrees to make 
               -----------------
appropriate arrangements with the corporation or parent or subsidiary employing
optionee for the satisfaction of all federal, state and local income and
employment tax withholding requirements, if any, applicable to the exercise of
this option.

          17.  RESERVATION OF COMMON STOCK.  The corporation shall at all times
               ---------------------------
reserve and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the exercise of this Option, such
number of its shares of Common Stock as shall from time to time be sufficient to
effect the exercise of this Option; and if at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to effect the
exercise of this Option, the Corporation will take such corporate action as may,
in the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose, including, without limitation, engaging in best efforts to
obtain the requisite stockholder approval of any necessary amendment to its
Certificate of Incorporation.

          18.  NO SERVICE CONTRACT.  Nothing in this agreement shall confer upon
               -------------------
Optionee any right to continue in the Service of the Corporation for any period
of specific duration or interfere with or otherwise restrict in any way the
rights of the Corporation or Optionee, which rights are hereby expressly
reserved by each, to terminate Optionee's Service at any time for any reason
whatsoever, with or without cause.  Optionee is not an employee of the
Corporation and nothing in this Agreement shall imply, or shall be construed to
imply, an employment relationship between Optionee and the Corporation.

          19.  AUTHORIZATION.  The Corporation represents and warrants that all
               -------------
corporate action on the part of the Corporation, its officers, directors, and
stockholders necessary for the authorization, execution, delivery, and
performance of all obligations under this Agreement, and for the authorization,
issuance and delivery of the Option and of the Common Stock issuable upon
exercise of the Option has been taken, and this Agreement constitutes a legally
binding and valid obligation of the Corporation enforceable in accordance with
its terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, 

                                       5

 
moratorium, and other laws of general application affecting enforcement of
creditors' rights generally, and (ii) as limited by laws relating to the
availability of specific performance, injunctive relief, or other equitable
remedies.

          20.  CORPORATE POWER.  The Corporation represents and warrants that it
               ---------------
has all requisite legal and corporate power and authority to execute and deliver
this Agreement, to grant the Option, to issue the Common Stock issuable upon
exercise of the Option, and to carry out and perform its obligations under the
terms of this Agreement.

          21.  VALIDITY OF OPTION.  The Corporation represents and warrants that
               ------------------
(a) the option is duly and validly issued (including, without limitation, issued
in compliance with the registration requirements (or exemptions therefrom) of
applicable federal and state securities laws), (b) the Common Stock issuable
upon exercise of the Option has been duly and validly reserved, and upon
issuance in accordance with the terms hereof will be duly and validly issued
(including, without limitation, issued in compliance with the registration
requirements (or exemptions therefrom) of all applicable federal and state
securities laws), fully paid, and nonassessable, and will be free of any liens
or encumbrances, other than any Hens or encumbrances created by or imposed
thereon by the Optionee; provided, however, that the Option (and the Common
Stock issuable upon exercise hereof) shall be subject to restrictions on
transfer under state and/or federal securities laws, and (c) the Option and the
Common Stock issuable upon exercise hereof are not subject to any preemptive
rights or rights of first refusal, except as otherwise so agreed to by the
holders thereof.

                                       6

 
                                    APPENDIX
                                    --------

DEFINITIONS

     A.   Board shall mean the Corporation's Board of Directors.
          -----

     B.   Common Stock shall mean the Corporation's common stock.
          ------------

          C.  Corporate Transaction shall mean either of the following
              ---------------------
stockholder-approved transactions to which the Corporation is a party:

               (i) a merger or consolidation in which securities possessing more
     than fifty percent (50%) of the total combined voting power of the
     Corporation's outstanding securities are transferred to a person or persons
     different from those who held those securities immediately prior to such
     transaction, or

               (ii) the sale, transfer or other disposition of all or
     substantially all of the Corporation's assets in complete liquidation or
     dissolution of the Corporation.

          D.  Corporation shall mean Knowledge Adventure, Inc., a Delaware
              -----------
corporation.

          E.  Exercise Date shall mean the date on which the option shall have
              -------------
been exercised in accordance with Paragraph 9 of this Stock Option Agreement.

          F.  Exercise Price shall mean the exercise price per share as
              --------------
specified in the Grant Notice.

          G.  Expiration Date shall mean the date on which the option expires as
              ---------------
set forth in the Grant Notice.

          H.  Fair Market Value per share of Common Stock on any relevant date
              -----------------
shall be the value determined in accordance with the following provisions:

               (i) If the Common Stock is not at the time listed or admitted to
     trading on any Stock Exchange but is traded on the Nasdaq National Market,
     the Fair Market Value shall be the closing selling price per share of
     Common Stock on the date in question, as the price is reported by the
     National Association of Securities Dealers through the Nasdaq National
     Market or any successor system.  If there is no closing selling price for
     the Common Stock on the date in question, then the Fair Market Value shall
     be the closing selling price on the last preceding date for which such
     quotation exists.

               (ii) If the Common Stock is at the time listed or admitted to
     trading on any Stock Exchange, then the Fair Market Value shall be the
     closing selling price per share of Common Stock on the date in question on
     the Stock Exchange determined by the Board to be the primary market for the
     Common Stock, as such price is officially quoted in the composite tape of
     transactions on 

                                       7

 
     such exchange.  If there is no closing selling price for
     the Common Stock on the date in question, then the Fair Market Value shall
     be the closing selling price on the last preceding date for which such
     quotation exists.

               (iii)  If the Common Stock is at the time neither listed nor
     admitted to trading on any Stock Exchange nor traded on the Nasdaq National
     Market, then such Fair Market Value shall be determined by the Board after
     taking into account such factors as the Board shall deem appropriate.

          I.  Grant Date shall mean the date of grant of the stock option as set
              ----------
forth in the Grant Notice.

          J.  Grant Notice shall mean the notice of grant of stock option
              ------------
pursuant to which Optionee has been informed of the basic terms of the option.

          K.  1933 Act shall mean the Securities Act of 1933, as amended.
              --------

          L.  Non-Statutory Option shall mean an option not intended to meet the
              --------------------
requirements of Code Section 422.

          M.  Option Shares shall mean the number of shares of Common Stock
              -------------
subject to the option.

          N.  Parent shall mean any corporation (other than the Corporation) in
              ------
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

          0.  Purchased Shares shall mean the shares of Common Stock of the
              ----------------
Corporation purchased by Optionee pursuant to the exercise of the option.

          P.  Service shall mean the provision of services to the Corporation or
              -------
any Parent or Subsidiary by an individual in the capacity of an Employee, a non-
employee member of the board of directors or a consultant or independent
contractor.  Employee shall mean an individual who is in the employ of the
Corporation or any Parent or Subsidiary, subject to the control and direction of
the employer entity as to both the work to be performed and the manner and
method of performance.

          Q.  Stock Exchange shall mean the American Stock Exchange or the New
              --------------
York Stock Exchange.

          R.  Subsidiary shall mean each corporation (other than the
              ----------
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each such corporation (other than the last corporation) in
the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.


                                       2


 
                                   EXHIBIT I
                                   ---------

                       NOTICE OF EXERCISE OF STOCK OPTION
                       ----------------------------------

          I hereby notify Knowledge Adventure, Inc. (the "Corporation") that I
elect to purchase ___________ shares of the Corporation's Common Stock (the
"Purchased Shares") at the option exercise price of $__________ per share (the
"Option Price") pursuant to that certain option (the "Option") granted to me on
____________, 199__.

          Concurrently with the delivery of this Exercise Notice to the
Corporate Secretary of the Corporation, I shall hereby pay to the Corporation
the Option Price for the Purchased Shares in accordance with the provisions of
my agreement with the Corporation evidencing the Option and shall deliver
whatever additional documents may be required by such agreement as a condition
for exercise.

_____________________, 199__
Date
                                  __________________________________
                                  Optionee
    
                                  Address: _________________________
  
                                           _________________________

Print name in exact manner
it is to appear on the
stock certificate:                _________________________________

Address to which certificate
is to be sent, if different
from address above:               _________________________________

                                  _________________________________


Social Security Number:           _________________________________

Employee Number:                  _________________________________
 


 
                                                                       Exhibit 5
                                                                       ---------
February 18, 1997

CUC International Inc.
707 Summer Street
Stamford, CT  06901

   RE:   Registration Statement on Form S-8
         ----------------------------------

Gentlemen and Ladies:


I have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by CUC International Inc. (the "Company") with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 372,123 additional shares of common
stock, par value $.01 per share, of the Company ("Common Stock"), reserved for
issuance under the Company's Knowledge Adventure, Inc. 1993 Stock Option Plan
and certain individual stock option agreements (collectively, the "Plans").

In connection with the foregoing, I have examined, among other things, the
Registration Statement, the Plans, and originals or copies, satisfactory to me,
of all such corporate records and of all such agreements, certificates and other
documents as I have deemed relevant and necessary as a basis for the opinion
hereinafter expressed.  In such examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me as originals
and the conformity with the original documents of documents submitted to me as
copies.  As to various facts material to such opinion, I have, to the extent
relevant facts were not independently established by me, relied on certificates
of public officials and certificates and oaths and declarations of officers or
other representatives of the Company.

Based upon and subject to the foregoing, I am of the opinion that:

1. The Company is a corporation duly organized and validly existing under the
   laws of the State of Delaware; and

2. The 372,123 shares of the company's Common Stock being registered pursuant to
   the Registration Statement, when issued pursuant to the provisions of the
   pertinent Plans and upon payment of the purchase price therefor, will be duly
   authorized, validly issued, fully paid and non-assessable.

I hereby consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement and to the use of my name wherever appearing in such
Registration Statement, including any amendment thereto.

Very truly yours,

JEFFREY A. GERSHOWITZ

Jeffrey A. Gershowitz
Vice President and
Associate General Counsel


 

                                                                      EXHIBIT 15

CUC INTERNATIONAL INC. AND SUBSIDIARIES

EXHIBIT 15--LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION

February 11, 1997

Shareholders and Board of Directors
CUC International Inc.

We are aware of the incorporation by reference in the Registration Statement
(Form S-8) of CUC International Inc. for the registration of 372,123 shares of
its common stock of our report dated December 2, 1996 relating to the unaudited
condensed consolidated interim financial statements of CUC International Inc.
that are included in its Quarterly Report on Form 10-Q for the quarter ended
October 31, 1996.

Pursuant to Rule 436(c) of the Securities Act of 1933, our report is not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.

                                         ERNST & YOUNG LLP

Stamford, Connecticut


 
                                                                    Exhibit 23.2



                        Consent of Independent Auditors


We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Knowledge Adventure, Inc. 1993 Stock Option Plan and
certain individual stock option agreements of our report dated March 19, 1996,
with respect to the consolidated financial statements and schedule of CUC
International Inc. included in its Annual Report (Form 10-K) for the year ended
January 31, 1996 and our report dated September 12, 1996 with respect to the
consolidated financial statements of CUC International Inc. included in its
Current Report (Form 8-K) dated July 24, 1996, filed with the Securities and
Exchange Commission.

                                         ERNST & YOUNG LLP


Stamford, Connecticut
February 11, 1997


 
                                                                    Exhibit 23.3

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of CUC International Inc. of our reports dated February 2,
1996 and December 5, 1994, relating to the consolidated financial statements of
Ideon Group, Inc., which appears in the Current Report on Form 8-K of CUC
International Inc., filed with the Securities and Exchange Commission on or
about September 17, 1996.


PRICE WATERHOUSE LLP
Tampa, Florida
February 11, 1997

 
                                  EXHIBIT 23.4



                              ACCOUNTANTS' CONSENT



The Board of Directors
Davidson & Associates, Inc.

We consent to the incorporation by reference in the registration statement on
Form S-8 of CUC International Inc. of our report dated February 21, 1996, with
respect to the consolidated balance sheets of Davidson & Associates, Inc. and
subsidiaries as of December 31, 1995 and 1994 and the related consolidated
statements of earnings, shareholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1995, which report appears in
the Form 8-K of CUC International Inc. dated July 24, 1996, filed with the
Commission on September 17, 1996.


KPMG PEAT MARWICK LLP

Long Beach, California
February 11, 1997

 
                                 EXHIBIT 23.5

INDEPENDENT AUDITORS' CONSENT
- -------------------------------------------------------------------------------

We consent to the incorporation by reference in this Registration Statement of 
CUC International Inc. on Form S-8 of our report dated June 24, 1996 (relating 
to the consolidated financial statements of Sierra On-Line, Inc. and 
subsidiaries for the year ended March 31, 1996, not presented separately 
therein), appearing in the CUC International Inc. Current Report on Form 8-K 
(filed with the Securities and Exchange Commission on September 17, 1996).


Deloitte & Touche LLP

Seattle, Washington
February 11, 1997

 
                                  EXHIBIT 23.6



INDEPENDENT AUDITORS' CONSENT
- ------------------------------------------------------------------------------



We consent to the incorporation by reference in this Registration Statement of
CUC International Inc. on Form S-8 pertaining to the Knowledge Adventure, Inc.
1993 Stock Option Plan and certain individual stock option agreements of our
report dated March 13, 1995 (relating to the financial statements of Advance
Ross Corporation not presented separately therein), appearing in the CUC
International Inc. Current Report on Form 8-K (filed with the Securities and
Exchange Commission on September 17, 1996) and the CUC International Inc. Annual
Report on Form 10-K for the year ended January 31, 1996.



Deloitte & Touche LLP

Chicago, Illinois
February 11, 1997