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October 7, 1996
Multi-Media Tutorial Services, Inc.
205 Kings Highway

Brooklyn New York 11223

Gentlemen,

1. The Offering.

         (a) At a closing to occur at the offices of your company (the
         "Company") simultaneously herewith, the undersigned ("Subscriber") will
         for S50,000 per Unit (as defined below) purchase from you, and you will
         sell, the number of Units set forth below opposite Subscriber's name
         below. Such purchase by Subscriber is part of an offering in which an
         aggregate of 20 Units will be sold simultaneously with such sale to
         Subscriber.

         (b) Each Unit consists of S50,000 principal amount of Promissory Notes
         of the Company (the "Notes") and warrants to purchase a minimum of
         100,000 shares of common stock of the Company (the "Warrants").

2. The Securities.

         (a)      The Notes shall be in the form of Exhibit A. The Warrants
                  shall be in the form of Exhibit B.

         (b) If the Note is not paid in full at maturity, then, at any time
thereafter, Target Capital shall be entitled to send a notice to the Company in
which Target Capital designates two persons who shall be elected to the Board as
additional directors of the Company. Effective upon the giving of such notice,
the size of the Board shall be deemed increased by two, and such persons shall
be deemed automatically elected to the Board.

3. Required Prepayment. The Company will apply to the prepayment and payment of
the Notes, allocated among them or rata with their outstanding principal
amounts, any and all equity funds which are hereafter raised by the Company.

4. Registration Rights. The Company will on or before the 120th day after the
date of this Agreement file a registration statement on Form S-3 or Form S-1
(the "Registration Statement") for the public sale by the holders of the shares
which are issuable upon exercise of the Warrants. The Company shall use its best
efforts to cause the Registration Statement to become effective not later than
90 days after the date of filing and to remain effective for three years with
respect to Common Stock issued upon exercise of Warrants. The registration shall
be accompanied by blue sky clearances in such states as the holders may
reasonably request. The Company shall pay all expenses of the registration
hereunder, other than the holders' underwriting discounts. Registration rights
may be assigned to assignees of the Warrants or the underlying stock. 

5. Company Information. Subscriber has reviewed the most recent proxy statement
and the most recent report on Form 10-K of the Company and all reports on Form
10-Q and 8-K since such report on Form 10-K. Subscriber has been given access to

all exhibits referred to in these reports, and it has had the opportunity to
discuss the Company's affairs with the Company's officers. The Company
represents and warrants to the Subscriber that all such filings and exhibits
thereto and other disclosures, taken as a whole, are correct and accurate and
state all facts necessary to make not misleading such filings and exhibits
thereto and other disclosures, taken as a whole. Such disclosures represent all
of the disclosures made by the Company to the Subscriber.

6. Certain Representations.

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(a) Subscriber represents and warrants that it is purchasing the Units solely
for investment solely for its own account and not with a view to or for the
resale or distribution thereof .

(b) Subscriber understands that it may sell or otherwise transfer the Units, the
Warrants or the shares of Common Stock issuable on exercise of the Warrants only
if such transaction is duly registered under the Securities Act of 1933, as
amended, under the Registration Statement or otherwise, or if Subscriber shall
have received the favorable opinion of counsel to the holder, which opinion
shall be reasonably satisfactory to counsel to the Company, to the effect that
such sale or other transfer may be made in the absence of registration under the
Securities Act of 1933, as amended, and registration or qualification in every
applicable state. The certificates representing the aforesaid securities will be
legended to reflect these restrictions, and stop transfer instructions will
apply. Subscriber realizes that the Units are not a liquid investment.

(c) Subscriber has not relied upon the advice of a "Purchaser Representative"
(as defined in Regulation D of the Securities Act) in evaluating the risks and
merits of this investment. Subscriber has the knowledge and experience to
evaluate the Company and the risks and merits relating thereto.

(d) Subscriber represents and warrants that Subscriber is an "accredited
investor" as such term is defined in Rule 501 of Regulation D promulgated
pursuant to the Securities Act of 1933, as amended, and shall be such on the
date any shares are issued to the holder; Subscriber acknowledges that
Subscriber is able to bear the economic risk of losing Subscriber's entire
investment in the shares and understands that an investment in the Company
involves substantial risks; Subscriber has the power and authority to enter into
this agreement, and the execution and delivery of, and performance under this
agreement shall not conflict with any rule, regulation, judgment or agreement
applicable to the Subscriber; and Subscriber has invested in previous
transactions involving restricted securities.

7. Commissions. Subscriber acknowledges that Target Capital is receiving an
commission in respect of the offering which is equal to 10% of the total number
of warrants included in the Units.

8. Miscellaneous. This Agreement may not be changed or terminated except by
written agreement. It shall be binding on the parties and on their personal
representatives and permitted assigns. It sets forth all agreements of the
parties. It shall be enforceable by decrees of specific performance (without
posting bond or other security) as well as by other available remedies.


                                     MULTI-MEDIA TUTORIAL SERVICES, INC.

                                        By:
                                           ------------------------------------

Subscriber:

Address:

Number of Units:

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Exhibit A

$50,000

                                 PROMISSORY NOTE

                                  (the "Note")

                       MULTI-MEDIA TUTORIAL SERVICES, INC.

MULTI-MEDIA TUTORIAL SERVICES, INC., a Delaware corporation (hereinafter called
the "Corporation"), for value received, hereby promises to pay to the order of
                                 (hereinafter the "Holder") the principal sum of
$50,000 on March 24, 1997, together with interest accruing at the rate of 8% per
annum and payable at Maturity or, if earlier, out of the proceeds of any equity
sales by the Corporation (applied pro rata among all Notes of similar tenor).
Principal and interest shall be payable at the address of the Holder.

1 . An "event of default " with respect to this Note shall exist if any of the
following shall occur:

         (a) The Corporation shall breach or fail to comply with any provision
         of this Note and such breach or failure shall continue for thirty (30)
         days after written notice by any Holder of any Note to the Corporation.

         (b) A receiver, liquidator or trustee of the Corporation or of a
         substantial part of its properties shall be appointed by court order
         and such order shall remain in effect for more than sixty (60) days; or
         the Corporation shall be adjudicated bankrupt or insolvent; or a
         substantial part of the property of the Corporation shall be
         sequestered by court order and such order shall remain in effect for
         more than sixty (60) days; or a petition to reorganize the Corporation
         under any bankruptcy, reorganization or insolvency law shall be filed
         against the Corporation and shall not be dismissed within sixty (60)
         days after such filing.

         (c) The Corporation shall file a petition in voluntary bankruptcy or
         request reorganization under any provision of any bankruptcy,
         reorganization or insolvency law, or shall consent to the filing of any
         petition against it under any such law.


         (d) The Corporation shall make an assignment for the benefit of its
         creditors, or admit in writing its inability to pay its debts generally
         as they become due, or consent to the appointment of a receiver,
         trustee or liquidator of the Corporation, or of all or any substantial
         part of its properties.


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2. If an event of default shall occur, the Holder may, in addition to such
Holder's other remedies, by written notice to the Corporation, declare the
principal amount of this Note, together with all interest accrued thereon, to be
due and payable immediately. Upon any such declaration, such amount shall become
immediately due and payable and the Holder shall have all such rights and
remedies provided for under the terms of this Note and the Stock Pledge
Agreement.

3. Miscellaneous.

         (a) All notices and other communications required or permitted to be
         given hereunder shall be in writing and shall be given (and shall be
         deemed to have been duly given upon receipt) by delivery in person, by
         telegram, recognized overnight mail carrier, telex or other standard
         form of telecommunications, or by registered or certified mail, postage
         prepaid, return receipt requested, addressed as follows: (a) if to the
         Holder, to such address as such Holder shall furnish to the Corporation
         in accordance with this Section, or (b) if to the Corporation, to it at
         its headquarters office, or to such other address as the Corporation
         shall furnish to the Holder in accordance with this Section.

         (b) THIS NOTE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE
         LAWS OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
         ENTIRELY WITHIN SUCH STATE.

         (c) The Corporation waives protest, notice of protest, presentment,
         dishonor, notice of dishonor and demand.

         (d) If any provision of this Note shall for any reason be held to be
         invalid or unenforceable, such invalidity or unenforceability shall not
         affect any other provision hereof, but this Note shall be construed as
         if such invalid or unenforceable provision had never been contained
         herein.

         (e) The waiver of any event of default or the failure of the Holder to
         exercise any right or remedy to which it may be entitled shall not be
         deemed a waiver of any subsequent event of default or of the Holder's
         right to exercise that Or any other right or remedy to which the Holder
         is entitled.

         (f) The Holder of this Note shall be entitled to recover his legal and
         other costs of collecting on this Note, and such costs shall be deemed
         added to the principal amount of this Note.


         (g) In addition to all other remedies to which the Holder may be
         entitled hereunder, Holder shall also be entitled to decrees of
         specific performance without posting bond or other security.

IN WITNESS WHEREOF, the Corporation has caused this Note to be duly executed on
the date first written above. 

MULTI-MEDIA TUTORIAL SERVICES, INC.


By:

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                                                                       Exhibit B

Neither this Warrant nor the shares of Common Stock issuable on exercise of this
Warrant have been registered under the Securities Act of 1933. None of such
securities may be transferred in the absence of registration under such Act or
an opinion of counsel to the effect that such registration is not required.

                       MULTI-MEDIA TUTORIAL SERVICES, INC.

                                     WARRANT

DATED: September 24, 1996
Number of Shares: 100,000 (subject to increase to 150,000 on the terms set forth
below) 

Holder:

Address:

         THIS CERTIFIES THAT the holder of this Warrant ("Holder") is entitled
to purchase MULTI-MEDIA TUTORIAL SERVICES, INC., a Delaware corporation
(hereinafter called the "Company"), at the exercise price per share set forth
below the number of shares of the Company's common stock set forth above
("Common Stock"). The exercise price of this Warrant is $1.50 per share, subject
to decrease as set forth below. The warrants expire on the tenth anniversary of
the date hereof.

1. On the date of issuance of this Warrant the holder has loaned certain amounts
to the Company pursuant to a promissory note dated of even date herewith (the
"Note") . In addition to, and without limiting any remedies which are otherwise
available to the Holder if the Note is not paid when due:

         (a)      the number of shares of common stock which may be acquired
                  upon exercise of this Warrant shall be increased to 150,000 if
                  the note has not been paid by maturity;

         (b)      the exercise price of this Warrant shall be reduced to $1.00
                  per share if the Note has not been paid by the 30th day after
                  maturity;


         (c)      if the Note has not been paid within 60 days after maturity
                  and the Company's shares are listed on the Nasdaq Small Cap or
                  the Nasdaq National Market System, the exercise price of this
                  Warrant shall thereafter be equal to the lesser of $1.00 per
                  share and the greater of 75% of Market Price (as hereinafter
                  defined) or $.55 per share. The term "Market Price" means with


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                  respect to any exercise of this Warrant, the average closing
                  bid price of the Company's common stock during the 15 trading
                  days immediately preceding the date of such exercise;

         (d)      if the Note has not been paid within 60 days after maturity
                  and the Company's shares are not listed on the Nasdaq Small
                  Cap or the Nasdaq National Market System, the exercise price
                  of this Warrant shall be equal to the lesser of $ 1.00 per
                  share and 75% of Market Price; and


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         (e)      in no event shall the exercise price of this Warrant exceed
                  the lowest exercise price under any Warrant which is issued by
                  the Company while any portion of the principal or interest
                  under the Note has not been paid.

2. This Warrant and the Common Stock issuable on exercise of this Warrant (the
"Underlying Shares") may be transferred, sold, assigned or hypothecated, only if
registered by the Company under the Securities Act of 1933 (the "Act") or if the
Company has received from counsel to the Company a written opinion to the effect
that registration of the Warrant or the Underlying Shares is not necessary in
connection with such transfer, sale, assignment or hypothecation. The Warrant
and the Underlying Shares shall be appropriately legended to reflect this
restriction and stop transfer instructions shall apply. The Holder shall through
its counsel provide such information as is reasonably necessary in connection
with such opinion.

3. The Holder is entitled to certain registration rights under an agreement of
even date herewith.

4. Any permitted assignment of this Warrant shall be effected by the Holder by
(i) executing the form of assignment at the end hereof, (ii) surrendering the
Warrant for cancellation at the office of the Company, accompanied by the
opinion of counsel to the Company referred to above; and (iii) unless in
connection with an effective registration statement which covers the sale of
this Warrant and or the shares underlying the Warrant, delivery to the Company
of a statement by the transferee (in a form acceptable to the Company and its
counsel) that such Warrant is being acquired by the Holder for investment and
not with a view to its distribution or resale; whereupon the Company shall
issue, in the name or names specified by the Holder (including the Holder) new
Warrants representing in the aggregate rights to purchase the same number of
Shares as are purchasable under the Warrant surrendered. Such Warrants shall be

exercisable immediately upon any such assignment of the number of Warrants
assigned. The transferor will pay all relevant transfer taxes, Replacement
warrants shall bear the same legend as is borne by this Warrant.

5. The term "Holder" should be deemed to include any permitted record transferee
of this Warrant.

6. The Company covenants and agrees that all shares of Common Stock which may be
issued upon exercise hereof will, upon issuance, be duly and validly issued,
fully paid and non-assessable and no personal liability will attach to the
holder thereof. The Company further covenants and agrees that, during the
periods within which this Warrant may be exercised, the Company will at all
times have authorized and reserved a sufficient number of shares of Common Stock
for issuance upon exercise of this Warrant and all other Warrants.

7. This Warrant shall not entitle the Holder to any voting rights or other
rights as a stockholder of the Company. 

8. In the event that as a result of reorganization, merger, consolidation,
liquidation, recapitalization), stock split, combination of shares or stock
dividends payable with respect to such Common Stock, the outstanding shares of
Common Stock of the Company are at any time increased or decreased or changed
into or exchanged for a different number 


<PAGE>

or kind of share or other security of the Company or of another corporation,
then appropriate adjustments in the number and kind of such securities then
subject to this Warrant shall be made effective as of the date of such
occurrence so that the position of the Holder upon exercise will be the same as
it would have been had it owned immediately prior to the occurrence of such
events the Common Stock subject to this Warrant. Such adjustment shall be made
successively whenever any event listed above shall occur and the Company will
notify the Holder of the Warrant of each such adjustment. Any fraction of a
share resulting from any adjustment shall be eliminated and the price per share
of the remaining shares subject to this Warrant adjusted accordingly.

9. The rights represented by this Warrant may be exercised at any time within
the period above specified by surrender of this Warrant (with the purchase form
at the end hereof properly executed) at the principal executive office of the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the
books of the Company); (ii) payment to the Company of the exercise price for the
number of Shares specified in the above-mentioned purchase form together with
applicable stock transfer taxes, if any; and (iii) unless in connection with an
effective registration statement which covers the sale of the shares underlying
the Warrant, the delivery to the Company of a statement by the Holder (in a form
acceptable to the Company and its counsel)that such Shares are being acquired by
the Holder for investment and not with a view to their distribution or resale.

10. The certificates for the Common Stock so purchased shall be delivered to the
Holder within a reasonable time, not exceeding ten (10) business days after all
requisite documentation has been provided, after the rights represented by this

Warrant shall have been so exercised, and shall bear a restrictive legend with
respect to any applicable securities laws.

11. This Warrant shall be governed by and construed in accordance with the laws
of the State of New York. The New Jersey courts shall have exclusive
jurisdiction over this instrument and the enforcement thereof Service of process
shall be effective if by certified mail, return receipt requested. All notices
shall be in writing and shall be deemed given upon receipt by the party to whom
addressed. This instrument shall be enforceable by decrees of specific
performances well as other remedies.

         IN WITNESS WHEREOF, MULTI-MEDIA TUTORIAL SERVICES, INC. has caused this
Warrant to be signed by its duly authorized officers under Its corporate seal,
and to be dated as of the date set forth above.

                                           MULTI-MEDIA TUTORIAL SERVICES, INC.

                                           By:
                                              ----------------------------------

                                           Title:
                                                 -------------------------------