WRC MEDIA INC
ESCROW AGREEMENT
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>8
<FILENAME>b317055_ex10-21.txt
<DESCRIPTION>ESCROW AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.21

                  ESCROW AGREEMENT dated as of May 9, 2001 among WRC MEDIA INC.,
a Delaware corporation ("Parent"), Bruce Olson ("Stockholder Agent"), and
Wilmington Trust Company, a Delaware banking corporation, as escrow agent (the
"Escrow Agent").


                  ChildU, Inc., a Florida corporation (the "Company"), CU
Acquisition, Inc., a Florida corporation and a wholly owned subsidiary of
Parent, and Parent have entered into an Agreement and Plan of Merger dated as of
May 9, 2001 (the "Merger Agreement"), pursuant to which Sub shall be merged with
and into the Company and the Company shall become a wholly owned subsidiary of
Parent and pursuant to which existing shareholders and option holders of the
Company may receive shares (the "Contingent Shares") of common stock of parent,
par value $.01 per share ("Parent Common Stock"). Stockholder Agent, certain
other shareholders, and Parent have entered into an Exchange Agreement dated as
of May 9, 2001 (the "Exchange Agreement") pursuant to which the Group One Notes
(as defined in the Merger Agreement) have been exchanged for 162,500 shares of
Parent Common Stock, $.01 par value (the "Exchange Shares" and, together with
the Contingent Shares, the "Escrowed Shares"). In accordance with Section 2(b)
of the Exchange Agreement, Parent is depositing with the Escrow Agent the
Exchange Shares to be held and disposed of as herein provided.

                  Capitalized terms used but not otherwise defined herein shall
have the respective meanings given them in the Merger Agreement. Notwithstanding
the foregoing, it is expressly understood and agreed by the parties hereto that
all references herein to the Merger Agreement and the Exchange Agreement are for
the convenience of the parties hereto other than the Escrow Agent and the Escrow
Agent shall have no obligation or duties with respect thereto.

                  SECTION 1. Deposit of Securities. At the Effective Time,
Parent shall deliver to the Escrow Agent, and the Escrow Agent shall acknowledge
receipt of, the Exchange Shares. On the Payment Date, Parent shall deliver to
the Escrow Agent, and the Escrow Agent shall acknowledge receipt of, the
Contingent Shares, if any.

                  SECTION 2. Disposition of Escrowed Shares and Escrowed Funds;
Voting; Reorganization. (a) The Escrow Agent shall hold the Escrowed Shares and
Escrowed Funds (as defined herein) in its possession until authorized hereunder
to deliver such Escrowed Shares and Escrowed Funds as follows:

<PAGE>
                                                                               2


                  (i) Upon receipt of a certificate, a sample of which is
         attached hereto as Annex I, signed by the Parent and the Stockholder
         Agent requesting the delivery of any or all of the Escrowed Shares or
         Escrowed Funds signed on behalf of both Parent and Stockholder Agent,
         the Escrow Agent shall deliver such Escrowed Shares (along with stock
         powers, executed in blank) and Escrowed Funds (plus interest accrued
         thereon from the investments described in Section 3) to Parent or
         Stockholder Agent, as directed in such certificate.

                  (ii) Upon the occurrence of the eighteenth month anniversary
         of the Effective Date, unless the Escrow Agent shall have, prior to
         such date received a written notice signed by Parent stating that a
         claim or claims have been made for which indemnity is due pursuant to
         the Stockholders Agreement and that the delivery of the Escrowed Shares
         and Escrowed Funds should be postponed until such claims have been
         resolved, the Escrow Agent shall deliver such Escrowed Shares (along
         with stock powers executed in blank) and Escrowed Funds (plus interest
         accrued thereon from the investments described in Section 3) to
         Stockholder Agent.

                  (iii) Upon receipt of a final and nonappealable award or order
         of a court of competent jurisdiction with respect to payment of all or
         any of the Escrowed Shares or Escrowed Funds, the Escrow Agent shall
         deliver the amount of the Escrowed Shares (along with stock powers,
         executed in blank) or Escrowed Funds specified in such award or order
         as directed in such award or order. Such order shall be accompanied by
         an opinion of independent counsel to the effect that said court award
         or order is final and nonappealable.

                  (b) The Escrow Agent, or its nominee, shall vote the Escrowed
Shares on all matters as directed in writing by Parent; provided that Parent
shall not direct the Escrow Agent to vote the Escrowed Shares for any proposal
that would result in the Escrowed Shares being treated materially differently
than other shares of the same class of securities. In the absence of such
written directions, the Escrow Agent shall have no obligation to vote any or all
of the Escrowed Shares and the Escrow Agent shall have no obligation to solicit
voting instructions or directions.

<PAGE>
                                                                               3

                  (c) Upon the occurrence of a Reorganization Transaction (as
defined in the Stockholders Agreement), the Escrow Agent shall, following
receipt of written notice of the occurrence of such transaction, transfer the
certificates representing Escrowed Shares to Parent in exchange for shares of
Exchange Common Stock in the amount set forth in Section 2 of the Stockholders
Agreement and such shares of Exchange Common Stock shall thereafter be deemed to
be Escrowed Shares.

                  SECTION 3. Investments; Disposition of Income. The Escrow
Agent shall invest any cash dividends or other cash distributions received with
respect to the Escrowed Shares (the "Escrowed Funds") in (i) United States
government securities or securities of agencies of the United States government
which are guaranteed by the United States government (ii) securities of
governmental agencies, if the same are covered by a bank repurchase agreement,
and (iii) investment grade money market funds (including the Wilmington Fund, an
AAA rated fund managed by Rodney Square, and affiliate of the Escrow Agent), all
as Parent and Stockholder Agent, from time to time, shall jointly instruct the
Escrow Agent in writing. Any income received by the Escrow Agent from
investments of the Escrowed Funds pursuant to this Section 3 shall be added to
the Escrowed Funds and distributed as provided in this Agreement. Upon
liquidation of an investment of the Escrowed Funds, the Escrowed Funds shall be
deposited into a non-interest bearing account pending receipt of written
investment instructions as provided in this Section 3 or disbursement
instructions as provided in Section 2.

                  SECTION 4. Concerning the Escrow Agent.

                  (a) The Escrow Agent shall not be required to invest any funds
held hereunder except as directed pursuant to Section 3 of this Escrow
Agreement. Uninvested funds held hereunder shall not earn or accrue interest.

                  (b) This Escrow Agreement expressly sets forth all the duties
of the Escrow Agent with respect to any and all matters pertinent hereto. No
implied duties or obligations shall be read into this agreement against the
Escrow Agent. The Escrow Agent shall not be bound by the provisions of any
agreement among the other parties hereto except this Escrow Agreement. The
Escrow Agent's duties are ministerial in nature.

<PAGE>
                                                                               4


                  (c) The Escrow Agent shall not be liable, except for its own
gross negligence or willful misconduct, and, except with respect to claims based
upon such gross negligence or willful misconduct that are successfully asserted
against the Escrow Agent, the other parties hereto shall jointly and severally
indemnify and hold harmless the Escrow Agent (and any successor Escrow Agent)
from and against any and all losses, liabilities, claims, actions, taxes,
damages and expenses, including reasonable costs of investigation, attorneys'
fees and disbursements, arising out of or in connection with this Escrow
Agreement including the legal costs and expenses of defending itself against any
claim or liability in connection with its performance hereunder. Without
limiting the foregoing, the Escrow Agent shall in no event be liable in
connection with its investment or reinvestment of any cash held by it hereunder
in good faith, in accordance with the terms hereof, or as a result of any
liquidation of any such investment prior to its maturity, including any
liability for any delays (not resulting from its gross negligence or willful
misconduct) in the investment or reinvestment of the Escrowed Funds, or any loss
of interest incident to any such delays or for the failure of the parties to
give the Escrow Agent any instructions to invest or reinvest the escrowed funds
or any earnings thereon. The Escrow Agent shall be under no duty to institute
any suit, or to take any remedial procedures under this Escrow Agreement, or to
enter any appearance or in any way defend any suit in which it may be made a
defendant hereunder until it shall be indemnified as provided above.

                  (d) The Escrow Agent shall be entitled to rely upon any order,
judgment, certification, demand, notice, instrument or other writing delivered
to it hereunder without being required to determine the authenticity or the
correctness of any fact stated therein or the propriety or validity or the
service thereof. The Escrow Agent may act in reliance upon any instrument or
signature believed by it to be genuine and may assume that any person purporting
to give notice or receipt or advice or make any statement or execute any
document in connection with the provisions hereof has been duly authorized to do
so.

                  (e) The Escrow Agent may act pursuant to the advice of counsel
with respect to any matter relating to this Escrow Agreement and shall not be
liable for any action taken or omitted in accordance with such advice.

                  (f) The Escrow Agent does not have any interest in the
Escrowed Shares or Escrowed Funds deposited hereunder but is serving as escrow
agent only and having only possession thereof. Any payments of income from this
Escrow Agreement shall be subject to withholding regulations then in force with
respect to United States taxes. Parent and Stockholder Agent shall provide the
Escrow Agent with appropriate W-9 forms for tax identification, number
certification, or nonresident alien certifications as the Escrow Agent may
reasonably require (collectively, "Tax Reporting Documentation") to comply with
its tax reporting obligations. Unless and until the Escrow Agent has received
all Tax Reporting Documentation with respect to any Stockholder on behalf of
whom the Escrow Agent is required to make a payment, the Escrow Agent may
withhold such amount as backup withholding (currently 31%) and other amounts as
required by applicable law, from any such payment to cover such Stockholder's
payment liability.

<PAGE>
                                                                               5


                  (g) The Escrow Agent makes no representation as to the
validity, value, genuineness or the collectability of any security or other
documents or instrument held by or delivered to it.

                  (h) The Escrow Agent shall not be called upon to advise any
party as to the wisdom in selling or retaining or taking or refraining from any
action with respect to any securities or other property deposited hereunder.

                  (i) The Escrow Agent (and any successor Escrow Agent) may at
any time resign as such by delivering the Escrowed Shares and the Escrowed
Funds, subject to Section 4(l), to any successor Escrow Agent jointly designated
by the other parties hereto in writing, or to any court of competent
jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and
all further obligations arising in connection with this Escrow Agreement. The
resignation of the Escrow Agent shall take effect on the earlier of (i) the
appointment of a successor (including a court of competent jurisdiction) or (ii)
the day which is 30 days after the date of delivery of its written notice of
resignation to the other parties hereto provided that, if no successor Escrow
Agent shall have been appointed on the effective date of the resignation of the
resigning Escrow Agent hereunder, the resigning Escrow Agent may deliver the
Escrowed Shares and the Escrowed Funds into a court of competent jurisdiction
pursuant to Section 4(q) and thereupon shall be fully relieved and discharged of
any further duties hereunder. The resigning Escrow Agent shall be entitled to
payment of any unpaid fees (which shall be pro-rated as of the effective date of
the resignation) and expenses and to reimbursement by Parent for any reasonable
expenses incurred in connection with the transfer of the Escrowed Shares and the
Escrowed Funds pursuant to and in accordance with the provisions of this
section. If at that time the Escrow Agent has not delivered the Escrowed Shares
and the Escrowed Funds into a court of competent jurisdiction or received a
designation of a successor Escrow Agent, the Escrow Agent's sole responsibility
after that time shall be to safekeep the Escrowed Shares and the Escrowed Funds
until receipt of a designation of successor Escrow Agent or a joint written
disposition instruction by the other parties hereto or a final and nonappealable
order of a court of competent jurisdiction.

<PAGE>
                                                                               6


                  (j) The Escrow Agent shall have no responsibility for the
contents of any court order and may rely without any liability upon the contents
thereof.

                  (k) In the event of any disagreement between Purchaser and any
Stockholder resulting in adverse claims or demands being made in connection with
the Escrowed Shares or Escrowed Funds, or in the event that the Escrow Agent in
good faith is in doubt as to what action it should take hereunder, the Escrow
Agent shall be entitled to retain the Escrowed Shares or Escrowed Funds until
the Escrow Agent shall have received (i) a final nonappealable order of a court
of competent jurisdiction directing delivery of the Escrowed Shares or Escrowed
Funds or (ii) a written agreement executed by Purchaser and Stockholder Agent
directing delivery of the Escrowed Shares or Escrowed Funds, in which event the
Escrow Agent shall disburse the Escrowed Shares or Escrowed Funds in accordance
with such order or agreement. The Escrow Agent shall act on such court order
without further question.

                  (l) The Escrow Agent shall be paid as set forth on Exhibit A
hereto and shall be reimbursed for the fees and disbursements of its attorneys
by Parent or, at the request to the Escrow Agent, Parent shall pay such fees and
disbursements directly to its attorneys promptly following execution of this
Escrow Agreement. All fees and payments shall be paid in United States currency
and payable in the United States at the office of the Escrow Agent.

                  (m) As security for the timely and full payment and
satisfaction of all of the present and future obligations of the parties to the
Escrow Agent under this Agreement, including without limitation the indemnity
obligations under Section 4(c), whether joint or several, each of the
Stockholders, the Stockholder Agent and Parent hereby grants to the Escrow Agent
a continuing security interest in and to any and all of the Escrowed Shares and
Escrowed Funds, whether now existing or hereafter acquired or created, together
with the products and proceeds thereof, all payments and other distributions
with respect thereto, and any and all investments, renewals, substitutions,
modifications and extensions of any and all of the foregoing. The Escrow Agent
shall have all of the rights and remedies of a secured party under the Uniform
Commercial Code. In addition, in the event the Escrow Agent has not received any
payment, indemnity, reimbursement or other amount due it under this Agreement,
then, notwithstanding any other term or provision of this Agreement, the Escrow
Agent may in its discretion set off and apply so much of the Escrowed Shares and
Escrowed Funds as is required to pay and satisfy those obligations.
Notwithstanding any obligation to make payments and deliveries hereunder, in
addition to its rights under Section 4(c), the Escrow Agent may retain and hold
for such time as it reasonably deems necessary such amount of the Escrowed
Shares and Escrowed Funds as it shall from time to time reasonably deem
sufficient to indemnify itself for any such loss or expense and for any amounts
due it under Section 4(c).

<PAGE>
                                                                               7

                  (n) In the event any amount of Escrowed Shares and Escrowed
Funds released to a party under this Agreement is invalidated, declared to be
fraudulent or preferential or must otherwise be restored or returned by the
Escrow Agent in connection with the insolvency, bankruptcy or reorganization of
such party, whether by order of or settlement before any court or other
authority or otherwise, such party shall contribute back to the Escrow Agent an
amount (in cash or stock) such that such party will be affected by that
invalidation, declaration, restoration or return ratably in proportion to the
distributions it received under this Agreement, together with any related
assignment, release or other instrument or document the Escrow Agent may request
to restore the status quo ante.

                  (o) To the extent that the Escrow Agent becomes liable for the
payment of taxes, including withholding taxes, in respect of income derived from
the investment of funds held hereunder or any payment made hereunder
(collectively, the "Taxes"), the Escrow Agent may pay such Taxes. The Escrow
Agent may withhold from any payment of the Escrowed Shares and Escrowed Funds
such amount as the Escrow Agent estimates to be sufficient to provide for the
payment of such Taxes not yet paid, and may use the sum withheld for that
purpose. The Escrow Agent shall be indemnified and held harmless against any
liability for Taxes and for any penalties or interest in respect of Taxes on
such investment income or payments in the manner provided in Section 4(c).
Notwithstanding the foregoing, Taxes shall not include any income, franchise or
other similar taxes imposed on (or measured by) the net income of the Escrow
Agent.

<PAGE>
                                                                               8


                  (p) Unless specifically required by this Agreement or by law,
Escrow Agent shall not be required to give any bond or surety or report to any
court despite any custom to the contrary and the Escrow Agent, if required to
give any such bond or surety, shall have a lien against the Escrowed Shares and
Escrowed Funds in the amount thereof; and the Escrow Agent shall not be required
to take notice or be deemed to have notice of any default or other fact or event
under this Agreement unless Escrow Agent shall be notified in writing of such
default, fact or event.

                  (q) In the event Escrow Agent becomes a party to a litigation
by reason hereof it is hereby authorized to deposit with the clerk of the court
in which the litigation is pending, any and all Escrowed Shares and Escrowed
Funds, or other property held by it pursuant hereto, less its fees, expenses and
advances, and thereupon shall stand fully relieved and discharged of any further
duties hereunder. Also, in the event Escrow Agent is threatened to be made a
party to a litigation by reason hereof, or receives conflicting demands or
instructions with respect to the Escrow Deposit it is hereby authorized to
implead all interested parties in any court of competent jurisdiction and to
deposit with the clerk of such court any such Escrowed Shares and Escrowed
Funds, or other property held by it pursuant hereto, less its fees, expenses and
advances, and thereupon shall stand fully relieved and discharged of any further
duties hereunder.

                  (r) Except as expressly provided herein, the Escrow Agent
shall have no responsibility for reporting to or filing with any governmental or
regulatory agency or entity on behalf of any party hereto.

                  SECTION 5. Notices. All notices or other communications
required or permitted to be given hereunder shall be in writing and shall be
delivered by hand or sent by facsimile, or sent, postage prepaid, by registered,
certified or express mail, or overnight courier service and shall be deemed
given when so delivered by hand or facsimile, or if mailed, three days after
mailing lone business day in the case of express mail or overnight courier
service), as follows:

         (a)      if to Parent, to:

                  WRC Media Inc.
                  512 7th Avenue, 21st Floor
                  New York, NY
                  Telecopy: (212) 768-1887

                  Attention: Robert Lynch
                             Richard Nota

<PAGE>
                                                                               9

         with copies to:

                  Ripplewood Holdings L.L.C.
                  One Rockefeller Center, 32nd Floor
                  New York, NY 10020
                  Telecopy: (212) 582-4110

                  Attention: Charles Laurey

         and

                  Cravath, Swaine & Moore
                  Worldwide Plaza
                  825 Eighth Avenue
                  New York, NY 10019
                  Telecopy: (212) 474-3700

                  Attention: Thomas E. Dunn, Esq.; and

         (b)      if to Stockholder Agent, to:

                  Bruce Olson
                  BBI Group, Inc.
                  8235 Forsyth Blvd., Suite 901
                  St. Louis, Missouri 63105
                  Telecopy: (314) 725-3858

         with a copy to:

                  Blumenfeld, Kaplan & Sandweiss, P.C.
                  168 North-Meramac Avenue, Fourth Floor
                  St. Louis, Missouri 63105

                  Attention: Philip G. Kaplan, Esq.

         (c)      if to the Escrow Agent, to:

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, DE 19890-0001

                  Attention: Corporate Trust Administration

<PAGE>
                                                                              10


         with a copy to:

                  Putney Twombly Hall & Hirson, LLP
                  521 Fifth Avenue
                  New York, New York, 10175
                  Telephone: (212) 682-0020
                  Facsimile: (212) 682-9380

                  Attention: William M. Pollak

                  SECTION 6. Termination. This Escrow Agreement shall
automatically terminate upon the complete distribution of the Escrowed Shares
and the Escrowed Funds in accordance with the terms hereof.

                  SECTION 7. Miscellaneous. (a) This Escrow Agreement and the
rights and obligations hereunder shall not be assignable or transferable by any
party (including by operation of law in connection with a merger or
consolidation of such party without the prior written consent of the other
parties hereto. Any attempt to assign or transfer is violation of this Section
7(a) shall be void.

                  (b) This Escrow Agreement is for the sole benefit of the
parties hereto and their permitted assigns and nothing herein expressed or
implied shall give or be construed to give to any person, other than the parties
hereto and such assigns, any legal or equitable rights hereunder.

                  (c) This Escrow Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other party.

                  (d) This Escrow Agreement contains the entire agreement and
understanding among the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings relating to such subject
matter.

                  (e) Each party irrevocably submits to the exclusive
jurisdiction of (i) the Supreme Court of the State of New York, New York County,
and (ii) the United States District Court for the Southern District of New York,
for the purposes of any suit, action or other proceeding arising out of this
Escrow Agreement or any transaction contemplated hereby. Each party agrees to
commence any such action, suit or proceeding either in the United States
District Court for the Southern District of New York or if such suit, action or
other proceeding may not be brought in such court for jurisdictional reasons, in
the Supreme Court of the State of New York, New York County. Each party agrees
that service of any process, summons, notice or document by U.S. registered mail
to such party's respective address set forth above shall be effective service of
process for any action, suit or proceeding in New York with respect to any
matters to which it has submitted to jurisdiction in this Section 7(e). Each
party irrevocably and unconditionally waives any objection to the laying of
venue of any action, suit or proceeding arising out of this Escrow Agreement or
the transactions contemplated hereby in (A) the Supreme Court of the State of
New York, New York County or (B) the United States District Court for the
Southern District of New York, and hereby and thereby further irrevocably and
unconditionally weighs and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in such court has been brought in
any such court has been brought in an inconvenient forum.

<PAGE>
                                                                              11


                  (f) This Escrow Agreement shall be governed by and construed
in accordance with the internal laws of the State of Delaware applicable to
agreements made and to be performed entirely within such State, without regard
to the conflicts of law principles of such state.

                  (g) Each party hereby waives to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in respect to any
litigation directly or indirectly arising out of, under or in connection with
the Escrow Agreement or any transaction contemplated hereby. Each party (i)
certifies that no representatives, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges
that it and the other parties hereto have been induced to enter into this
agreement by, among other things, the mutual waivers and certifications in this
Section 7(g).

<PAGE>
                                                                              12


                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Escrow Agreement as of the date first above written.


                                        WRC MEDIA INC.,


                                        By: /s/  Richard Nota
                                            ---------------------
                                            Name:  Richard Nota
                                            Title: Vice President



                                        BRUCE OLSON,


                                        /s/ Bruce Olson
                                        ---------------------



                                        WILMINGTON TRUST COMPANY, as
                                        Escrow Agent,


                                        By:  /s/ Joseph B. Feil
                                             -----------------------
                                             Name:  Joseph B. Feil
                                             Title: Senior Financial
                                                    Services Officer

<PAGE>

                                                                         Annex I

Certificate



                  Reference is made to the Escrow Agreement dated as
of [                ], 2001 (the "Escrow Agreement") among WRC MEDIA INC., a
Delaware corporation, [      ], a [      ], and [      ], and Wilmington Trust
Company, a Delaware banking corporation, as Escrow Agent. Capitalized terms used
but not defined herein shall have the meanings given them in the Escrow
Agreement.

                  In Accordance with Section 2(a) of the Escrow Agreement, the
Escrow Agent is hereby instructed to distribute the Escrowed Shares and/or
Escrowed Funds to the parties and in the amounts set forth on Schedule A hereto.


                                                    WRC MEDIA INC.



                                                    By:
                                                       -------------------------
                                                       Name:
                                                       Title:



                                                    [STOCKHOLDER AGENT]


                                                    By:
                                                       -------------------------
                                                       Name:
                                                       Title:


</TEXT>
</DOCUMENT>
