<PAGE>   1
                                                                   EXHIBIT 10.10

                              EDUDATA CORPORATION
                              -------------------  
                           SUBSCRIPTION INSTRUCTIONS
                           -------------------------


All subscribers for Units, each consisting of a $50,000 Secured Convertible
Promissory Note and a Warrant to purchase 25,000 shares of Common Stock of
Edudata Corporation ("Company"), must complete and execute the documents
contained in this booklet in accordance with the instructions set forth below.
The completed documents must then be returned to: Sharon Freifeld, M.H.
Meyerson & Co., Inc., 525 Washington Boulevard, Jersey City, New Jersey 07310.
Any questions you may have concerning these documents should be directed to Ms.
Freifeld at (800) 444-4114.

ALL INVESTORS MUST:
------------------

1.  Complete, date and sign both copies of the Subscription Agreement included
in this package.

2.  Complete, date and sign either the Confidential Purchaser Questionnaire for
individuals or the Confidential Purchaser Questionnaire for Corporations,
Partnerships, etc., each of which is included in this package.

3.  Wire funds in the amount of $50,000 per Unit purchased as follows:

                Bank name:      PNC Bank - NJ
                Bank address:   26 Journal Square
                                Jersey City, New Jersey 07306
                ABA Routing:    031-207-607
                Account number: 8011125868
                For credit to:  M.H. Meyerson & Co., Inc.
                                Edudata Special Account

        THE UNITS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING
OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF SAID ACT AND SUCH LAWS. THE UNITS ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR
<PAGE>   2
THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.


                           --------------------------
                             SUBSCRIPTION AGREEMENT
                           --------------------------


                                  INSTRUCTIONS


FILL IN MISSING INFORMATION ON TOP OF PAGE 1.

COMPLETE, DATE AND SIGN BOTH COPIES OF THE SUBSCRIPTION AGREEMENT ON PAGE 13 IF
AN INDIVIDUAL, OR PAGE 14 IF A CORPORATION OR OTHER ENTITY.




                                       3
<PAGE>   3
                                 Name of Subscriber _________________________


                             SUBSCRIPTION AGREEMENT
                        (FOR ACCREDITED INVESTORS ONLY)

EDUDATA CORPORATION
200 N. WESTLAKE BOULEVARD
SUITE 202
WESTLAKE VILLAGE, CA 91362

Dear Sirs:

        1.      SUBSCRIPTION.  I (sometimes referred to herein as the
"Investor") hereby subscribe for and agree to purchase ___ Units (as defined
below) of securities of Edudata Corporation ("Company"), a Delaware
corporation, on the terms and conditions described herein and in the
Confidential Term Sheet dated October 23, 1996, together with all supplements,
if any ("Term Sheet"), relating to this offering. The purchase price per Unit
is $50,000 and the aggregate amount subscribed for hereby is $_________. The
Company and M.H. Meyerson & Co., Inc., which is acting as the placement agent
for this offering ("MHM" or the "Placement Agent"), have the mutual discretion
to accept offers for fractional Units.

        2.      DESCRIPTION OF UNITS.  Each Unit consists of:

                a.      a $50,000 principal amount interest-bearing secured
convertible promissory note ("Note"), that will have principal and interest
thereon payable upon the earliest of (i) the closing of the Company's public
offering ("Offering"), as described in Section 4.1 of the Note ("Consummation
Date"), (ii) the eighteen month anniversary of the date of the closing of this
offering ("Closing"), (iii) the sale or exchange by Robert H. Gurevitch of all
or substantially all of the shares of Common Stock of the Company owned by him,
(iv) the date of consummation of a sale by the Company of all or substantially
all of its assets or the merger or consolidation of the Company as described in
Section 4.2 of the Note, or (v) in the event of an "Offering Termination" as
defined in the letter of intent dated August 9, 1996 between the Company and
MHM ("Letter of Intent"). In the event of an Offering Termination, the Note is
convertible, at the option of the holder, into shares of the Company's common
stock, $.01 par value ("Common Stock"), at a conversion rate of $2.00 per
share; and

                b.      a warrant to purchase 25,000 shares of the Company's
Common Stock exercisable at any time or from time to time during the period
commencing one year from the Closing and ending five years thereafter at an
initial exercise purchase price of $2.00 per share ("Warrants"); provided,
however, that on the effective date of the registration statement with respect
to the Offering contemplated by the Letter of Intent ("MHM Offering"), the
Warrants will automatically convert (on a one-for-one basis) into the same
warrants to be issued as part of the securities to be offered to the public in
the MHM Offering ("Public Warrants").







<PAGE>   4
                c.      The 25,000 Warrants to be included in each Unit and the
information set forth herein regarding outstanding shares of Common Stock
reflect a 1:2.197317574 reverse stock split to be effected by the Company
before the Closing or as soon thereafter as practicable. If such reverse stock
split is effected before the Closing, the Units to be issued at the Closing
shall each reflect 25,000 Warrants. If such reverse stock split is effected
after the Closing, the Units to be issued at the Closing shall each reflect
54,932 Warrants and, upon such reverse stock split being effected, the parties
shall substitute therefore new Warrant certificates reflecting 25,000 Warrants
per Unit.

        2.      PURCHASE

                a.      I hereby tender to MHM cash or a check made payable to
the order of "M.H. Meyerson & Co., Inc. -- Edudata Special Account" in the
amount indicated above, two manually executed copies of this Subscription
Agreement and an executed copy of my Purchaser Questionnaire.

                b.      This offering will continue until the earlier of the
Closing or November 15, 1996, unless such latter date is extended, without
notice to the Investor, by mutual consent of MHM and the Company for a period
of up to 30 days ("Termination Date"). The Closing will take place upon the
receipt of $1,600,000 in proceeds for the purchase of Units in this offering.
Prior to the Termination Date, my cash or check delivered herewith will be held
by MHM in a segregated, non-interest bearing bank account subject to the terms
and conditions herein. If less than thirty-two (32) Units offered pursuant to
the Term Sheet are not sold and paid for by the Termination Date, my payment
will be returned to me without interest or deduction. Upon completion or
termination of this offering, I will be notified promptly by MHM as to whether
my subscription has been accepted by the Company. I acknowledge that $250,000
of the proceeds of this offering may be derived from the conversion of the
principal amount of notes issued by the Company to two non-affiliated investors
on or about October 4, 1996.

        4.      ACCEPTANCE OR REJECTION OF SUBSCRIPTION.

                a.      I understand and agree that the Company and MHM reserve
the right to reject this subscription for the Units, as a whole or in part and
at any time prior to the Closing or Termination Date, notwithstanding prior
receipt by me of notice of acceptance of my subscription, if in either of their
judgment they deem such action to be in the best interests of the Company; and

                b.      In the event of rejection of this subscription, my
subscription will be returned promptly to me without interest or deduction and
this Subscription Agreement shall have no force or effect. In the event my
subscription is accepted, the funds specified above shall be released to the
Company and the Note and certificate representing the Warrants shall be
delivered to MHM to hold on my behalf until otherwise instructed.

                c.      Effective upon acceptance of my subscription by the
Company, I shall become a party to a security agreement relating to all of the
Company's assets (the 
<PAGE>   5
"Security Agreement"), a copy of which is annexed as an exhibit to the Term
Sheet. I agree to be bound by the terms and conditions of such Security
Agreement and acknowledge that my execution of this Subscription Agreement
shall be deemed to be the valid execution by me of the Security Agreement.
       
             d.   By my becoming a party to the Security Agreement, I am (i)
appointing MHM as my agent to take any and all action that may be necessary or
required to endorse my rights under the Note and the Security Agreement,
(ii) agreeing that MHM will be reimbursed for any out-of-pocket costs and
expenses incurred by it as my agent (such reimbursement to be either from the
collection of the Note or from me), (iii) agreeing to indemnify MHM and hold
it harmless from any liabilities under the Security Agreement, and (iv)
acknowledging that MHM as agent shall have such rights, duties and obligations
as set forth in such Security Agreement. I have read the Security Agreement and
understand that MHM as agent has no obligations in any way to monitor the
Company's performance.

        5.   CLOSING. The Closing of this offering will occur at the offices of
Graubard Mollen & Miller ("GM&M") upon the sale of thirty-two (32) Units. The
Units subscribed for herein shall not be deemed issued to or owned by me until
two copies of this Subscription Agreement have been executed by me and
countersigned by the Company and a Closing has occurred. At the Closing, my
Note and the certificates representing my Warrants shall be delivered to GM&M,
as custodian, to be held for my benefit until the consummation of the Offering
or such earlier time as I may request their delivery to me. I hereby authorize
GM&M, upon the consummation of the Offering, to (i) deliver the Note to the
Company upon full payment of all principal and interest due thereon and deliver
the proceeds of such payment to the Placement Agent for credit to my account
with the Placement Agent and (ii) to deliver the certificates representing my
Warrants to the Company in exchange for certificates representing an equal
number of Public Warrants and deliver such certificates representing the Public
Warrants to the Placement Agent for my account. If the reverse stock split
referred to in Section 2C is effected after the Closing, GM&M is authorized to
exchange the Warrant certificate received by it at the Closing for new Warrant
Certificates reflecting such reverse stock split.

        6.   DISCLOSURE.

             a.   Because this offering is limited to accredited investors as
defined in Section 2(15) of the Securities Act of 1933, as amended ("Securities
Act"), and Rule 501 promulgated thereunder, in reliance upon exemptions
contained in Section 4(2) and Rules 505 and 506 of the Securities Act and
applicable state securities laws, the Units are being sold without
registration under the Securities Act. Accordingly, the Company is offering the
Units utilizing the Term Sheet rather than a more detailed private offering
memorandum that contains the kind of information specified in Rule
502(b)(2)(i)(A) promulgated under the Securities Act. I acknowledge receipt of
the Term Sheet, including all exhibits listed therein, and acknowledge that I
have had an adequate opportunity to receive, and have received, all information
and materials regarding the Company that I have requested.

             b.   I fully understand that the Company has a limited financial
and operating history in its present business and that the Units are
speculative investments which
<PAGE>   6
involve a high degree of risk of loss of my entire investment. I fully
understand the nature of the risks involved in purchasing the Units and I am
qualified by my knowledge and experience to evaluate investments of this type.
I have carefully considered the potential risks relating to the Company and
purchase of its Units and have, in particular, reviewed each of the risks set
forth in the Term Sheet. Both my advisors and I have had the opportunity to ask
questions of and receive answers from representatives of the Company or persons
acting on its behalf concerning the Company and the terms and conditions of a
proposed investment in the Company and my advisors and I have also had the
opportunity to obtain additional information necessary to verify the accuracy of
information furnished about the Company. Accordingly, I have independently
evaluated the risks of purchasing the Units.

        7.      PLANNED PUBLIC OFFERING - REGISTRATION RIGHTS; LOCK-UP.

                a.   The Units are being offered pursuant to the Term Sheet to
which this Subscription Agreement is annexed as an exhibit. Also annexed as an
exhibit to the Term Sheet is a copy of the Letter of Intent that the Company
has received from MHM with regard to the Company's proposed MHM Offering. There
can be no assurance that a registration statement ("Registration Statement")
will be filed or, if filed, declared effective by the Securities and Exchange
Commission ("Commission") or, if the Registration Statement is declared
effective by the Commission, that the Company successfully will be able to
consummate the MHM Offering.

                b.   To facilitate the closing of the proposed Offering, I
agree that the Units, and the Notes and the Warrants (and the shares of Common
Stock underlying the Warrants) included in the Units offered hereby may not be
sold or otherwise transferred until twenty-four (24) months after the Closing
("Holding Period"), unless (i) MHM, in its sole discretion, consents to the
sale of all or part of such securities at an earlier date which consent may be
withheld in its sole discretion and which may be required to be withheld by
Nasdaq or the National Association of Securities Dealers, Inc. ("NASD") as a
prerequisite to listing the Company's securities on Nasdaq and (ii) if I am a
Pennsylvania resident, I comply with Sec. 204.011 of the Pennsylvania Blue Sky
regulations. The parties hereto agree that MHM is intended to be a third-party
beneficiary of this Subscription Agreement and that no modification of the
"lock-up" provisions contained in this Section 7b may be made without the prior
written consent of MHM.

                c.   Upon the date the Registration Statement with respect to
the MHM Offering is declared effective ("Effective Date") by the Commission,
such Warrants shall be automatically converted (on a one-for-one basis) into the
Public Warrants to be sold to the public in the MHM Offering. I understand that
the terms of the Warrants included in the Units are different from the terms of
the Public Warrants which have a higher exercise price, are redeemable by the
Company at a price of $.01 per Warrant if the price of the Company's Common
Stock reaches certain levels, and may be different in other material respects.

                d.   The Company, at its cost and expense (except commissions
or discounts and fees of the Investor's own professionals if any), agrees to
include the Public Warrants and shares of Common Stock underlying the Public
Warrants ("Registerable 



                                       4
<PAGE>   7
Securities") in the Company's Registration Statement to be filed in connection
with the Offering, and the Company shall keep the Registration Statement
current and effective until all of the Registerable Securities are sold or an
exemption from the registration requirements of the Securities Act is available.

                e.      The Investor shall have the right to "piggyback" the
Registerable Securities on each registration statement filed by the Company
during the seven year period following the consummation of the Offering (except
registration statements filed on Form S-4 and Form S-8), all at the Company's
cost and expense (except commissions or discounts and fees of the Investor's
own professionals, if any); provided, however, that this subparagraph (e) shall
not apply to any Registerable Securities if such Registerable Securities may
then be sold within a six-month period under Rule 144, assuming the investor's
compliance with the provisions of such Rule, and the Company delivers an option
to that effect to the transfer agent; and provided, further, that if the
offering (there than the MHM Offering) with respect to which a registration
statement is filed is managed by an independent underwriter other than MHM,
then (i) if in the reasonable judgment of the managing underwriter, which shall
be evidenced by a writing delivered to such Investor, the sale of the
Registerable Securities in connection with the proposed offering would have a
material adverse effect on the offering, the investor shall not sell his
Registerable Securities under such registration statement until 90 days after
the effective date of such registration statement, and (ii) if securities are
to be registered for the benefit of any other selling security holder ("Selling
Holder"), the Investor shall be entitled to sell immediately under such
registration statement a percentage of the total number of Registerable
Securities of a particular class of securities owned by him equal to the
highest percentage of that class to be sold under such registration statement
(vis-a-vis the total number of securities of that class owned) by any such
Selling Holder, with the investor being entitled to sell the balance of his
Registerable Securities under such registration statement commencing 90 days
after the effective date of the registration statement. The Company shall give
the Investor two weeks' notice of the intended filing date of any registration
statement, other than a registration statement filed on Form S-4 or Form S-8,
and the Investor shall have two weeks after receipt of such notice to notify
the Company of its intent to include the Registerable Securities in the
registration statement. The Company shall keep any registration statement onto
which the Investor has "piggybacked" his Registerable Securities current and
effective for a period up to 270 days from the date on which the Investor is
first entitled to sell the total number of his Registerable Securities
registered thereunder.

        8.      INVESTOR REPRESENTATIONS AND WARRANTIES. I acknowledge,
represent, and warrant to, and agree with, the Company (and MHM may rely
thereon) as follows:

                a.      I am aware that my investment involves a high degree of
risk as disclosed in the Term Sheet and have carefully read the Term Sheet
including the section thereof entitled "Risk Factors";

                b.      I acknowledge and am aware that there is no assurance
as to the future performance of the Company;
<PAGE>   8
                c.      I acknowledge that there may be certain adverse tax
consequences to me in connection with my purchase of Units and the Company and
MHM have advised me to seek the advice of experts in such areas prior to making
this investment;

                d.      I acknowledge that there can be no assurance that the
Company will file the Registration Statement for its proposed MHM Offering,
that such Registration Statement will be declared effective by the Commission
or, if declared effective, that the Company successfully will close the
proposed MHM Offering. If the proposed MHM Offering is not closed and the
Company does not receive alternative financing, which it does not anticipate,
the Company may not have the funds to pay the Notes or to fund the Company's
operating expenses; and

                e.      I am purchasing the Units for my own account for
investment and not with a view to or for sale in connection with the
distribution of the Units or the Notes or the Warrants contained in the Units
or the shares of Common Stock underlying the Warrants contained in the Units
nor with any present intention of selling or otherwise disposing of all or any
part of the Units, the Notes, the Warrants or the shares of Common Stock
underlying the Warrants contained in the Units. I agree that I must bear the
economic risk of my investment for an indefinite period of time because, among
other reasons, the Units have not been registered under the Securities Act or
under the securities laws of any state and, therefore, cannot be resold,
pledged, assigned, or otherwise disposed of unless they are subsequently
registered under the Securities Act and under applicable securities laws of
certain states or an exemption from such registration is available. I
understand that, other than as described herein, the Company is under no
obligation to register the Units on my behalf or to assist me in complying with
any exemption from such registration under the Securities Act or any state
securities laws. Furthermore, I hereby acknowledge and agree that I will not
sell, transfer, give, or otherwise dispose of, either publicly or privately,
the Units or any securities underlying the Units during the Holding Period
without the prior written consent of MHM. I hereby authorize the Company to
place a legend denoting the restrictions on the Note and the Warrants to be
issued;

                f.      I am not a member of the NASD. I have not, for a period
of 12 months prior to the date of this Subscription Agreement, been affiliated
or associated with any company, firm, or other entity which is a member of the
NASD. I do not own stock or other interest in, and I am not a creditor of, any
member of the NASD (other than interests acquired in open market purchases);

                g.      I have the financial ability to bear the economic risk
of my investment in the Company (including its complete loss), have adequate
means for providing for my current needs and personal contingencies, and have
no need for liquidity with respect to my investment in the Company;

                h.      I have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Units and have obtained, in my judgment, sufficient
information from the Company to evaluate the merits and risks of an investment
in the Company. I have not utilized any person as my purchaser representative
in connection with evaluating such merits and risks;

<PAGE>   9
                i.      I have relied solely upon my own investigation in
making a decision to invest in the Company;

                j.      I have received no representation or warranty from the
Company or the Placement Agent or any of their respective officers, directors,
employees or agents in respect of my investment in the Company and I have
received no information (written or otherwise) from them relating to the
Company or its business other than as set forth in the Term Sheet. I am not
participating in the offer as a result of or subsequent to: (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio; or
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising;

                k.      I have had full opportunity to ask questions of and to
receive satisfactory answers concerning the offering and other matters
pertaining to my investment and all such questions have been answered to my
full satisfaction;

                l.      I have been provided an opportunity to obtain any
additional information concerning the offering, the Company and all other
information to the extent the Company possesses such information or can acquire
it without unreasonable effort or expense;

                m.      I am an "accredited investor" as defined in Section
2(15) of the Securities Act and in Rule 501 promulgated thereunder;

                n.      I understand that (i) the Units have not been
registered under the Securities Act, or the securities laws of certain states
in reliance on specific exemptions from registration thereunder, (ii) no
securities administrator of any state or the Federal government has recommended
or endorsed this offering or made any findings or determination relating to the
fairness of an investment in the Company, and (iii) the Company is relying on
my representations and agreements for the purpose of determining whether this
transaction meets the requirements of the exemptions referred to in clause (i) 
hereto;

                o.      I understand that (i) since neither the offer nor sale
of the Units has been registered under the Securities Act or the securities
laws of any state, the Units may not be sold, assigned, pledged or otherwise
disposed of unless they are so registered or an exemption from such
registration is available, (ii) it is not anticipated that there will be any
market for the resale of the Units, and (iii) except as set forth herein, the
Company has no obligation or intention to register the Notes and the Warrants
(including the Common Stock underlying the Warrants) or the Units under the
Securities Act or the securities laws of any states, or to take action so as to
permit sales of the Units pursuant thereto;

                p.      I understand that I am urged to seek independent advice
from my professional advisors relating to the suitability of an investment in
the Company in view of my overall financial needs and with respect to the legal
and tax implications of such investment;

                q.      If the investor is a corporation, company, trust,
employee benefit plan, individual retirement account, Keogh Plan, or other
tax-exempt entity, it is authorized and qualified to become an investor in the
Company and the person signing this Subscription Agreement on behalf of such
entity has been duly authorized by such entity to do so;




                                       7
<PAGE>   10
                r.      The information contained in my Purchaser
Questionnaire, as well as any information which I have furnished to the Company
with respect to my financial position and business experience, is correct and
complete as of the date of this Subscription Agreement, and, if there should be
any material change in such information prior to the Closing, I will furnish
such revised or corrected information to the Company; and

                s.      I hereby acknowledge and am aware that except for any
rescission rights that may be provided under applicable laws, I am not entitled
to cancel, terminate, or revoke this subscription, and any agreements made in
connection herewith shall survive my death or disability.

                t.      I hereby acknowledge that I am aware that Nasdaq or the
NASD may request or require that no release or waiver to the "lock-up"
provisions set forth in Section 7b be given without its or their prior consent
and that MHM not give its consent to any request for any release or waiver
therefrom without the prior consent of Nasdaq or the NASD.

        9.      INDEMNIFICATION.

                a.      I hereby agree to indemnify and hold harmless the
Company and MHM, as Placement Agent, their respective officers, directors,
shareholders, employees, agents and attorneys against any and all losses,
claims, demands, liabilities, and expenses (including reasonable legal or other
expenses) incurred by each such person in connection with defending or
investigating any such claims or liabilities, whether or nor resulting in any
liability to such person, to which any such indemnified party may become
subject under the Securities Act, under any other statute, at common law or
otherwise, insofar as such losses, claims, demands, liabilities and expenses
(i) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact made by me and contained in this Subscription
Agreement or my Purchaser Questionnaire, or (ii) arise out of or are based upon
any breach by me of any representation, warranty, or agreement contained herein.

                b.      I hereby agree to indemnify and hold harmless MHM, as
Agent under the Security Agreement, its officers, directors, shareholders,
employees, agents and attorneys against any and all losses, claims, demands,
liabilities, and expenses (including reasonable legal or other expenses)
incurred by each such person in connection with defending or investigating any
such claims or liabilities, whether or not resulting in any liability to such
person, to which any such indemnified party may become subject under any
statute, at common law or otherwise, insofar as such losses, claims, demands,
liabilities and expenses, arise out of or are based upon MHM's action or
inaction as agent under the Security Agreement (except to the extent that the
Security Agreement provides that no such indemnification is possible).

        10.     SEVERABILITY.  In the event any part or parts of this
Subscription Agreement are found to be void, the remaining provisions of this
Subscription Agreement shall nevertheless be binding with the same effect as
though the void part or parts were deleted.

        11.     COUNTERPARTS.  This Subscription Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.  The execution of
this Subscription Agreement may be by actual or facsimile signature.





                                       8


<PAGE>   11
        12.     BENEFIT.  This Subscription Agreement shall be binding upon and
inure to the benefit of the parties hereto (and MHM to the extent it is a third
party beneficiary hereof or otherwise given rights hereunder) and their legal
representatives, successors and assigns. MHM shall be deemed to be a third
party beneficiary with respect to any sections hereof which so state or which
otherwise indicate that MHM would be entitled to rely on the representations,
warranties or covenants made by me therein.

        13.     NOTICES AND ADDRESSES.  All notices, offers, acceptance and any
other acts under this Subscription Agreement (except payment) shall be in
writing, and shall be sufficiently given if delivered to the addresses in
person, by Federal Express or similar receipted delivery, by facsimile delivery
or, if mailed, postage prepaid, by certified mail, return receipt requested, as 
follows:

                To Subscriber:      At the address set forth on the signature 
                                    page of this Subscription Agreement

                To The Company:     Edudata Corporation
                                    200 N. Westlake Boulevard
                                    Suite 202
                                    Westlake Village, CA 91362
                                    Attn: Robert H. Gurevitch
                                            CEO/Chairman
                                    Fax:  805-374-1966

                In either case
                with copies to:     M.H. Meyerson & Co., Inc.
                                    525 Washington Boulevard
                                    Jersey City, New Jersey 07310
                                    Attn: Ronald I. Heller
                                    Fax:  201-459-9458

                                    Graubard Mollen & Miller
                                    600 Third Avenue, 31st Floor
                                    New York, NY 10016
                                    Attn:  David Alan Miller, Esq.
                                    Fax:   212-818-8881

                                    Troop Meisinger Steuber & Pasich LLP
                                    10940 Wilshire Boulevard
                                    Los Angeles, California 90024
                                    Attn: C.N. Franklin Reddick, III, Esq.
                                    Fax:  310-443-7599


or to such other address as any of them, by notice to the others may designate
from time to time. Time shall be counted to, or from, as the case may be, the
delivery in person or five (5) days after mailing.



                                       9

<PAGE>   12

        14.  GOVERNING LAW.  This Subscription Agreement and any dispute,
disagreement, or issue of construction or interpretation arising hereunder,
whether relating to its execution, its validity, the obligations provided
therein or performance shall be governed by, and interpreted according to the
law of the State of New York.

        15.  VENUE.  The Company (a) agrees that any legal suit, action or
proceeding arising out of or relating to this Agreement shall be instituted
exclusively in New York State Supreme Court, County of New York or in the
United States District Court for the Southern District of New York, (b) waives
any objection to the venue of any such suit, action or proceeding and the right
to assert that such forum is not a convenient forum, and (c) irrevocably
consents to the jurisdiction of the New York State Supreme Court, County of New
York, and the United States District Court for the Southern District of New
York in any such suit, action or proceeding. The Company further agrees to
accept and acknowledge service of any and all process which may be served in
any such suit, action or proceeding in the New York Supreme Court, County of
New York, or in the United States District Court for the Southern District of
New York and agrees that service of process upon it mailed by certified mail to
its address shall be deemed in every respect effective service of process upon
it in any such suit, action or proceeding.

        16.  ORAL EVIDENCE.  This Subscription Agreement constitutes the entire
Subscription Agreement between the parties and supersedes all prior oral and
written agreements between the parties hereto with respect to the subject
matter hereof. Neither this Subscription Agreement nor any provision hereof may
be changed, waived, discharged, or terminated orally, except by a statement in
writing signed by the party or parties against which enforcement or the change,
waiver, discharge, or termination is sought.

        17.  SECTION HEADINGS.  Section headings herein have been inserted for
reference only and shall not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part any of the terms or
provisions of this Subscription Agreement.

        18.  SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.  The
representations, warranties and agreements contained herein shall survive the
delivery of, and payment for, the Units.

        19.  ACCEPTANCE OF SUBSCRIPTION.  The Company may accept this
Subscription Agreement at any time for all or any portion of the Units
subscribed for by executing a copy hereof as provided and notifying me within a
reasonable time thereafter.




                                       10
<PAGE>   13
                       NOTICE TO RESIDENTS OF ALL STATES

        IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED.  THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL
OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.  FURTHERMORE, THE
FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY
OF THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

        THESE SECURITIES ARE SUBJECT TO RESTRICTION ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  INVESTORS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

        NOTICE TO CALIFORNIA RESIDENTS:  THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE CALIFORNIA
CORPORATIONS CODE BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE
LIMITED AVAILABILITY OF THE OFFERING.  THESE SECURITIES CANNOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS
SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
CALIFORNIA CORPORATIONS CODE, IF SUCH REGISTRATION IS REQUIRED.

        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
COMMISSIONER OF CORPORATIONS, DEPARTMENT OF CORPORATIONS, STATE OF CALIFORNIA,
NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

        THE DEPARTMENT OF CORPORATIONS OF THE STATE OF CALIFORNIA REQUIRES THAT
THE FOLLOWING LEGEND BE PLACED ON CERTIFICATES EVIDENCING SECURITIES SOLD TO
CALIFORNIA INVESTORS:  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 COMMISSION OR CORPORATIONS OF THE
STATE OF CALIFORNIA EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

        NOTICE TO FLORIDA RESIDENTS:  FLORIDA LAW PROVIDES THAT WHEN SALES ARE
MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALE MADE IN FLORIDA IS VOIDABLE
BY THE PURCHASER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS
MADE BY SUCH PURCHASER TO THE COMPANY, AN AGENT OF THE COMPANY OR AN ESCROW
AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS
COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.  PAYMENTS FOR
TERMINATED SUBSCRIPTIONS VOIDED BY PURCHASERS AS PROVIDED FOR IN THIS PARAGRAPH
WILL BE PROMPTLY REFUNDED WITHOUT





                                       11
<PAGE>   14
INTEREST. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A LETTER
OR TELEGRAM TO THE COMPANY (ATTN. MS. SHARON FREIFELD) AT THE ADDRESS SET FORTH
ON THE COVER PAGE OF THIS TERM SHEET, INDICATING HIS INTENTION TO WITHDRAW.
SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE
AFOREMENTIONED THIRD BUSINESS DAY. IT IS ADVISABLE TO SEND SUCH LETTER BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND
ALSO TO EVIDENCE THE TIME IT WAS MAILED. IF THE REQUEST IS MADE ORALLY, IN
PERSON, OR BY TELEPHONE, TO AN OFFICER OF THE COMPANY, A WRITTEN CONFIRMATION
THAT THE REQUEST HAS BEEN RECEIVED SHOULD BE REQUESTED.

        NOTICE TO ILLINOIS RESIDENTS: THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS,
NOR HAS THE SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

        NOTICE TO MASSACHUSETTS RESIDENTS: THE SECURITIES DESCRIBED HEREIN ARE
OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 1402(b)(13) OF
THE GENERAL LAWS OF MASSACHUSETTS, AS AMENDED, REGULATION 14.202(b)(13)(I) OF
THE SECURITIES DIVISION, OFFICE OF THE SECRETARY OF STATE OF MASSACHUSETTS
(MASSACHUSETTS UNIFORM LIMITED OFFERING EXEMPTION) AND SECTIONS 3(b) OR 4(2) OF
THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR REGULATION D PROMULGATED
THEREUNDER. 

        NOTICE TO PENNSYLVANIA RESIDENTS: EACH PENNSYLVANIA RESIDENT WHO
SUBSCRIBES FOR THE SECURITIES BEING OFFERED HEREBY AGREES NOT TO SELL THESE
SECURITIES FOR A PERIOD OF TWELVE MONTHS AFTER THE DATE OF PURCHASE.

        UNDER PROVISIONS OF THE PENNSYLVANIA SECURITIES ACT OF 1972, EACH
PENNSYLVANIA RESIDENT SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT
INCURRING ANY LIABILITY TO THE SELLER, UNDERWRITER (IF ANY) OR ANY OTHER
PERSON, WITHIN TWO BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER OF HIS
WRITTEN BINDING CONTRACT OF PURCHASE OR, IN THE CASE OF A TRANSACTION IN WHICH
THERE IS NO WRITTEN BINDING CONTRACT OF PURCHASE, WITHIN TWO BUSINESS DAYS
AFTER HE MAKES THE INITIAL PAYMENT FOR THE SECURITIES BEING OFFERED. TO
ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM TO
THE SELLING AGENT AT THE ADDRESS SET FORTH IN THE TEXT OF THE MEMORANDUM,
INDICATING HIS OR HER INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE
SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED SECOND BUSINESS DAY.
IT IS PRUDENT TO SEND SUCH A LETTER BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME WHEN IT
WAS MAILED. IF THE REQUEST IS MADE ORALLY (IN PERSON OR BY TELEPHONE, TO THE
SELLING AGENT AT THE NUMBER LISTED IN THE TEXT OF THE MEMORANDUM), A WRITTEN
CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED SHOULD BE REQUESTED.

<PAGE>   15

INDIVIDUAL INVESTOR                     Date:__________________________________

_____________________________           _______________________________________
Social Security Number                  Print Name of Investor No. 1


                                        _______________________________________
                                        Signature of Investor No. 1*

                                        _______________________________________
                                        Number and Street

                                        _______________________________________
                                        City, State, Zip Code


_____________________________           _______________________________________
Social Security Number                  Print Name of Investor No. 2


                                        _______________________________________
                                        Signature of Investor No. 2*

                                        _______________________________________
                                        Number and Street

                                        _______________________________________
                                        City, State, Zip Code






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

*    The Investor's signature hereto shall constitute (i) the Investor's
     signature, as Secured Party, of and on the Security Agreement to be
     executed by the Company on the Closing of the offering, and (ii) the
     Investor's agreement to be bound by the terms of such Security Agreement. 



                                       13
<PAGE>   16
ENTITY INVESTOR

Manner in which Units are to be held:

______ Individual Ownership

______ Tenants-in-Common

______ Joint Tenant with Right of Survivorship

______ Community Property

______ Separate Property

______ Partnership

______ Trust

______ Corporation

______ Other (please indicate)


Corporate or Other Entity            Date:   
                                          -------------------------------

-------------------------------      ------------------------------------
Federal ID Number                    Print Name of Entity


                                     By:
                                        ---------------------------------
                                        Signature**

                                        Title:

                                     ------------------------------------
                                     Number and Street

                                     ------------------------------------
                                     City, State, Zip Code

DATED:             , 1996.
      -------------   


---------------------------
** The Investor's signature hereto shall constitute (i) the Investor's
   signature, as Secured Party, of and on the Security Agreement to be executed
   by the Company on the Closing of the offering, and (ii) the Investor's
   agreement to be bound by the terms of such Security Agreement.




                                       14

                                     
<PAGE>   17
        By signing below the undersigned accepts the foregoing subscription and
agrees to be bound by its terms.


        EDUDATA CORPORATION


        BY:
           ------------------------------------
           Robert H. Gurevitch
           CEO/Chairman




                                       15