<PAGE>

                   FOURTH AMENDMENT TO AMENDED AND RESTATED
                    REVOLVING LOAN AND SECURITY AGREEMENT

     THIS FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LOAN AND 
SECURITY AGREEMENT (together with all appendices, exhibits, schedules and 
attachments hereto, collectively this "AMENDMENT") is made and entered into 
as of August 20, 1998, by and between THE ROACH ORGANIZATION, INC., a 
Delaware corporation and TRO LEARNING (CANADA), INC., a corporation organized 
under the laws of Canada (collectively, the "BORROWER") and SANWA BUSINESS 
CREDIT CORPORATION, a Delaware corporation with its principal place of 
business at One South Wacker Drive, Chicago, Illinois 60606 ("LENDER").

     WHEREAS, Borrower and Lender entered into that certain Amended and 
Restated Revolving Loan and Security Agreement dated as of March 5, 1997 by 
and between Borrower and Lenders, as amended by that certain First Amendment 
to Amended and Restated Revolving Loan and Security Agreement dated as of 
March 18, 1997, by that certain Second Amendment to Amended and Restated 
Revolving Loan and Security Agreement dated as of December 8, 1997 and by 
that certain Third Amendment to Amended and Restated Revolving Loan and 
Security Agreement dated as of April 15, 1998 (as so amended the "LOAN 
AGREEMENT") together with documents ancillary thereto, including, without 
limitation that certain Amended and Restated Guaranty of Payment and 
Performance dated as of March 5, 1997 made by TRO Learning Inc. ("GUARANTOR") 
in favor of Lender; and

     WHEREAS, Borrower has requested that Lender extend the Supplemental Over 
Advance Facility, extend the term of the Loan Agreement and further amend the 
Loan Agreement as provided herein and Guarantor has consented to such 
amendment.

     NOW THEREFORE, for and in consideration of the premises, the mutual 
covenants hereinafter set forth and other good and valuable consideration, 
the receipt and sufficiency of which the parties hereby acknowledge, the 
parties hereby agree as follows:

                                   ARTICLE
                                      1.
                          RECITALS AND DEFINITIONS

     1.1.  Borrower represents and warrants that the foregoing recitals are 
true and correct and constitute an integral part of this Amendment and 
Borrower and Lender hereby agree that all of the recitals of this Amendment 
are hereby incorporated herein and made a part hereof.

     1.2.  Unless otherwise defined herein or the context otherwise requires, 
all capitalized terms used herein shall have the same meanings as ascribed to 
them in the Loan Agreement.

<PAGE>

                                   ARTICLE
                                      2.
                       AMENDMENT OF THE LOAN AGREEMENT

     2.1.  Subsection 2.2(C) to the Loan Agreement is deleted in its entirety 
and the following is substituted therefor:

           (C)  Subject to the provisions of Section 2.2(A) and in addition 
     to the Over Advance Facility, Lender shall make available to Borrower a 
     supplemental over advance facility (the "Supplemental Over Advance 
     Facility," each supplemental over advance being a "Supplemental Over 
     Advance") as follows:

<TABLE>
<CAPTION>

                ----------------------------------------------
                                             Aggregate
                      Month            Over Advance Available
                ----------------------------------------------
                <S>                    <C>
                  December, 1997             $1,000,000
                ----------------------------------------------
                  January, 1998              $1,500,000
                ----------------------------------------------
                  February, 1998             $2,500,000
                ----------------------------------------------
                   March, 1998               $3,500,000
                ----------------------------------------------
                   April, 1998               $4,500,000
                ----------------------------------------------
                    May, 1998                $4,500,000
                ----------------------------------------------
                   June, 1998                $4,500,000
                ----------------------------------------------
                   July, 1998                $4,500,000
                ----------------------------------------------
                   August, 1998              $4,500,000
                ----------------------------------------------
                  September, 1998            $4,500,000
                ----------------------------------------------
                   October, 1998             $3,500,000
                ----------------------------------------------
                  November, 1998             $3,500,000
                ----------------------------------------------
                  December, 1998                  0
                ----------------------------------------------
                  January, 1998                   0
                ----------------------------------------------
                  February, 1998                  0
                ----------------------------------------------
</TABLE>

           Borrower agrees that the aggregate amount of Supplemental Over 
     Advances made by Lender shall never be greater than the dollar amount 
     set forth in the above table during each respective month. There shall 
     occur an immediate Event of Default in the event that the aggregate 
     amount of Supplemental Over Advances ever exceeds the respective dollar 
     amount set forth in the above table. In no event shall the aggregate 
     amount of Supplemental Over Advances ever exceed $4,500,000.


                                       2
<PAGE>

     2.2.  Section 2.7 of the Agreement is hereby deleted in its entirety and 
the following is substituted therefor:

           2.7  TERM OF AGREEMENT.  This Agreement shall be in effect from the 
     Origination Date, through and including February 28, 1999 (the "Term"), 
     subject to earlier termination by Lender upon the occurrence of a 
     Default as provided in Section 11.1. Upon the effective date of 
     termination, all of the Liabilities shall become immediately due and 
     payable without presentment, notice or demand, except as otherwise 
     provided herein. Notwithstanding any termination, until all of the 
     Liabilities shall have been fully paid and satisfied, Lender shall be 
     entitled to retain its security interest in the Collateral. Borrower 
     shall continue to remit collections of Accounts and proceeds of 
     Collateral as provided in this Agreement, and Lender shall retain all of 
     its rights and remedies under this Agreement.

     2.3.  The following subsection shall be added as a new subsection 2.8(D) 
to the Loan Agreement:

           (C)  On or before November 30, 1998, Borrower shall make a 
     mandatory prepayment on the Term Loan of $1,000,000. Such mandatory 
     prepayment shall not be subject to a prepayment penalty or premium and 
     shall be applied to the scheduled installments of principal on the Term 
     Loan in the inverse order of maturity.

     2.4.  Subsection 10.1(B) is hereby deleted in its entirety and the 
following is substituted therefor:

           (D)  Borrower shall maintain Operating Profit, measured quarterly 
     on the last day of each fiscal quarter of Borrower, as follows:

<TABLE>

                ----------------------------------------------
                         <S>                     <C>
                         First Quarter: 1998     ($2,900,000)
                ----------------------------------------------
                         Second Quarter: 1998      ($450,000)
                ----------------------------------------------
                         Third Quarter: 1998      $2,000,000
                ----------------------------------------------
                         Fourth Quarter: 1998     $4,850,000
                ----------------------------------------------
                         First Quarter: 1999     ($2,900,000)
                ----------------------------------------------
</TABLE>


                                       3
<PAGE>

                                   ARTICLE
                                      3.
                                     FEES

     3.1.  EARNED FEE.  Borrower shall pay to Lender the non-sales success fee 
in the amount of Two Hundred Thousand and no/100 Dollars ($200,000.00), which 
fee was earned pursuant to the terms of the Second Amendment to Amended and 
Restated Revolving Loan and Security Agreement and shall be paid concurrently 
with Borrower's execution of this Amendment.

     3.2.  SUCCESS FEES.  Upon the occurrence of a "Sale Event" (defined 
herein), Borrower shall pay to Lender a sales success fee (a "SALES SUCCESS 
FEE") in an amount equal to the greater of (i) Three Hundred Thousand and 
no/100 Dollars ($300,000) and (ii) the product of (x) 100,000 MULTIPLIED BY 
(y) the excess, if any, of the "Market Price" (defined herein) of a share of
Guarantor's common stock as of the date of any Sale Event over the Market 
Price of a share of common stock of Guarantor as of December 8, 1997. For 
purposes of this Section, the term "Market Price" day shall mean $6,625 and 
the term "Sale Event" shall mean: (A) the closing of any sale of securities 
of Guarantor to a person if, after such sale, such person, other than the 
persons who were shareholders of Guarantor immediately prior to the 
effectiveness of such transaction, would own or control securities which 
possess in the aggregate the ordinary voting power to elect a majority of the 
directors of Guarantor; or (B) the effectiveness of a merger, consolidation 
or similar transaction involving Guarantor if, after such transaction, a 
person in the aggregate, other than the persons who were shareholders of 
Guarantor immediately prior to the effectiveness of such transaction, would 
own or control securities which possess in the aggregate the ordinary voting 
power to elect a majority of the surviving entity's directors; or (C) the 
sale of all or substantially all of the assets of Guarantor to another entity 
or person. Borrower shall pay to Lender a non-sales success fee (a 
"NON-SALES SUCCESS FEE") in an amount equal to Two Hundred Thousand and 
No/Dollars ($200,000) in the event that a Sales Event has not occurred prior 
to the earlier of (a) December 31, 1998, or (b) the date on which Lender 
accelerates the Liabilities pursuant to Section 11.2 of the Loan Agreement 
which Non-sales Success Fee shall be credited against the Sales Success Fee 
in the event a Sale Event occurs prior to February 28, 1999. Borrower shall 
pay to Lender a supplemental non-sales success fee (a "SUPPLEMENTAL NON-SALES 
SUCCESS FEE") in an amount equal to One Hundred Thousand and No/100 Dollars 
($100,000) in the event that a Sales Event has not occurred prior to the 
earlier of (a) February 28, 1999, or (b) the date on which Lender accelerates 
the Liabilities pursuant to Section 11.2 of the Loan Agreement. Each of the 
Sales Success Fee, the Non-sales Success Fee and the Supplemental Non-sales 
Success Fee shall be a Liability secured by the Collateral and shall be 
payable within three days of its determination and shall be separate and 
distinct from the fee identified in Section 3.1.


                                       4

<PAGE>

                                     ARTICLE
                                        4.
                         REPRESENTATIONS AND WARRANTIES

     4.1. Borrower hereby makes the following representations and warranties 
to Lender, which representations and warranties shall constitute the 
continuing covenants of Borrower and shall remain true and correct until all 
of Borrower's liabilities are paid and performed in full:

          a.   The representations and warranties of Borrower contained in 
the Loan Agreement are true and correct on and as of the date hereof as though 
made on and as of such date;

          b.   No Event of Default or event which, but for the Lapse of time 
or the giving of notice, or both, would constitute an Event of Default under 
the Loan Agreement has occurred and is continuing or would result from the 
execution and delivery of this Amendment;

          c.   Borrower is in full compliance with all of the terms, 
conditions and all provisions of the Loan Agreement and the other agreements;

          d.   This Amendment and all other agreements required hereunder to 
be executed by Borrower and delivered to Lender, have been duly authorized, 
executed and delivered on Borrower's behalf pursuant to all requisite 
corporate authority and this Amendment and each of the other agreements 
required hereunder to be executed and delivered by Borrower to Lender 
constitute the legal, valid and binding obligations of Borrower enforceable 
in accordance with their terms, except as enforceability thereof may be 
limited by bankruptcy, insolvency, reorganization, moratorium or other 
similar laws relating to creditors' rights; and

          e.   Borrower hereby acknowledges and agrees that Borrower has no 
defense, offset or counterclaim to the payment of said principal, interest, 
fees or other liabilities and hereby waives and relinquishes any such 
defense, offset or counterclaim and Borrower hereby releases Lender and its 
respective officers, directors, agents, affiliates, successors and assigns 
from any claim, demand or cause of action, known or unknown, contingent or 
liquidated, which may exist or hereafter be known to exist relating to any 
matter prior to date hereof.


                                       5
<PAGE>

                                     ARTICLE
                                        5.
                                   RATIFICATION

     Except as expressly amended hereby, the Loan Agreement and all other 
agreements executed in connection therewith shall remain in full force and 
effect. The Loan Agreement, as amended hereby, and all rights and powers 
created thereby and thereunder or under such other agreements, are in all 
respects ratified and confirmed. From and after the date hereof the Loan 
Agreement shall be deemed amended and modified as herein provided but, except 
as so amended and modified, the Loan Agreement shall continue in full force 
and effect and the Loan Agreement and this Amendment shall be read, taken and 
construed as one and the same instrument. On and after the date hereof, the 
term "Agreement" as used in the Loan Agreement and all other references to 
the Loan Agreement therein, in any other instrument, document or writing 
executed by Borrower or any guarantor or furnished to Lender by Borrower or 
any guarantor in connection therewith or herewith shall mean the Loan 
Agreement as amended by this Amendment.

                                     ARTICLE
                                        6.
                                  MISCELLANEOUS

     6.1. This Amendment may be signed in any number of counterparts, each 
of which shall be deemed to be an original, but all of which together shall 
constitute one and the same instrument.

     6.2. Except as otherwise specified herein, this Amendment embodies the 
entire agreement and understanding between Lender and Borrower with respect 
to the subject matter hereof and supersedes all prior agreements, consents 
and understandings relating to such subject matter.

     6.3. The headings in this Amendment have been inserted for convenience 
only and shall be given no substantive meaning or significance in construing 
the terms of this Amendment.

     6.4. This Amendment shall inure to the benefit of Lender and its 
successors and assigns and shall be binding upon and inure to the successors 
and assigns of Borrower, except that Borrower may not assign any of its 
rights in and to this Amendment.


                                       6
<PAGE>

     IN WITNESS WHEREOF, Borrower and Lender have caused this Fourth 
Amendment to Amended and Restated Revolving Loan and Security Agreement to be 
executed and delivered as of the day and year written above.

                                   THE ROACH ORGANIZATION, INC.


                                   By:  /s/ Andrew N. Peterson
                                        ----------------------------
                                   Name:  Andrew N. Peterson
                                          --------------------------
                                   Title:  Chief Financial Officer
                                          --------------------------


                                   TRO LEARNING (CANADA), INC.


                                   By:  /s/ Andrew N. Peterson
                                        ----------------------------
                                   Name:  Andrew N. Peterson
                                          --------------------------
                                   Title:  Chief Financial Officer
                                          --------------------------


                                   SANWA BUSINESS CREDIT CORPORATION


                                   By:  ____________________________
                                   Name:  __________________________
                                   Title:  _________________________


                                       7
<PAGE>

                     REAFFIRMATION OF AMENDED AND RESTATED
                      GUARANTY OF PAYMENT AND PERFORMANCE

     THE UNDERSIGNED PARTY, as guarantor ("GUARANTOR") of the above Borrowers 
pursuant to its Amended and Restated Guaranty of Payment and Performance (the 
"GUARANTY") identified below, acknowledges the terms and conditions set forth 
in this Fourth Amendment to Amended and Restated Revolving Loan and Security 
Agreement and ratifies and reaffirms its guaranty obligations as set forth in 
the Guaranty, as reaffirmed. To further induce Lender to enter into this 
Amendment, Guarantor hereby represents and warrants to Lender that it 
possesses no claims, defenses, offsets, recoupment or counterclaims of any 
kind or nature against or with respect to the enforcement of the Loan 
Agreement of any other Ancillary Agreement, each as amended by this 
Amendment, or to the Guaranty (collectively, the "CLAIMS"), nor does 
Guarantor have any knowledge of any facts that would or might give rise to 
any Claims. If facts now exist which would or could give rise to any Claim 
against or with respect to the enforcement of the Loan Agreement, any 
Ancillary Agreement, or the Guaranty, Guarantor hereby unconditionally, 
irrevocably and unequivocally waives and fully releases any and all such 
Claims as if such Claims where the subject of a lawsuit, adjudicated to final 
judgment from which no appeal could be taken and therein dismissed with 
prejudice.

     DATED: As of the date first above written.

                                   TRO LEARNING (CANADA), INC.


                                   By:  /s/ Andrew N. Peterson
                                        ----------------------------
                                   Name:  Andrew N. Peterson
                                          --------------------------
                                   Its:  Chief Financial Officer
                                         ---------------------------

                                   (Amended and Restated Guaranty of Payment 
                                   and Performance dated as of March 5, 1997)


                                       8