DAVIDSON & ASSOCIATES, INC. AND CUC INTERNATIONAL INC. EXECUTE DEFINITIVE
MERGER AGREEMENT

TORRANCE, Calif., Feb. 20, 1996 -- Davidson & Associates, Inc. (Nasdaq:
DAVD) and CUC International Inc. (NYSE: CU), based in Stamford, CT,
jointly announced today that they have signed a definitive merger
agreement. The transaction will result in CUC becoming one of the largest
players in the Internet/online and multimedia software industry.

CUC is a technology-driven retail and membership services company that
provides access to travel, shopping, auto, dining, home improvement,
financial and other services to nearly 40 million consumers worldwide. The
company has been a pioneer in the electronic marketplace for almost two
decades and is a leading content provider across all areas of interactive
commerce.

The merger, which has been unanimously approved by the boards of directors
of both companies, is valued at approximately $1.15 billion. Each of the
approximately 36 million common shares of Davidson & Associates stock
outstanding will be converted into .85 shares of CUC International stock,
which closed at $37.50 on Friday, February 16, 1996. The merger will be
structured as a tax-free reorganization and accounted for as a pooling of
interests. The transaction is expected to close in the second quarter of
1996.

Davidson & Associates will operate as an independent subsidiary of CUC,
retaining its current staff and focusing on the continued growth of its
high-quality, leading-edge educational and entertainment multimedia
software business.

"This merger allows us to be a leader in what we believe will be the
inevitable consolidation of the multimedia industry," said Bob Davidson,
chairman and CEO of Davidson & Associates, Inc. "CUC is clearly a leader
in on-line sales and distribution; Davidson is clearly a leader in
educational and entertainment multimedia software. The combination of
these strengths will result in expanded opportunities for both companies.

"For example, CUC will soon have Davidson products available for sale via
its on-line stores. Davidson will gain access to CUC's marketing expertise
and nearly 40 million customers worldwide. In addition, CUC's financial
strength and resources will provide Davidson with the means to participate
actively in any industry consolidation."

Also today, CUC International announced the execution of a definitive
merger agreement with Sierra On-Line. Walter A. Forbes, chairman and chief
executive officer of CUC International stated, "Our goal is to be the
nation's leading content provider in the rapidly growing electronic
marketplace. CUC International already has a strong presence in the
interactive world through our established core services -- shopping, auto
and travel, for example -- and we are excited to broaden our content reach
into the educational and entertainment software strengths of Davidson &
Associates and Sierra On-Line."

Mr. Forbes continued, "We believe that Davidson and Sierra's current
products and pipeline of exciting services are ideally suited for the
rapid penetration of the PC and Internet into consumers' homes. We further
believe that by coordinating the depth of talent, product strengths and
distribution channels, we will be able to create software presence with
unparalleled content offerings."

Neither transaction is contingent upon the consummation of the other
transaction.

Bob Davidson, chairman and CEO, and Jan Davidson, president and founder,
will continue in their current roles at Davidson & Associates, Inc.
Following the transaction, both Bob and Jan Davidson will join CUC's Board
of Directors and Bob Davidson will become Vice Chairman of CUC.

The transaction is subject to a number of customary conditions, including
the receipt of Federal Trade Commission approval, the preparation and
mailing of definitive proxy materials, and the approval of holders of a
majority of Davidson's outstanding common stock. Davidson has received an
opinion from its financial advisor, Smith Barney Inc., that the exchange
ratio in the transaction is fair to such shareholders from a financial
point of view, and Bob and Jan Davidson, who, directly and through certain
trusts, beneficially own approximately 75% of the outstanding shares, have
agreed with CUC to vote their shares in favor of the transaction.

Davidson will be entitled to terminate the transaction if, among other
things, (i) Davidson's Board by a majority vote determines in its good
faith judgment that it is necessary to terminate the merger agreement in
order to comply with its fiduciary duties, provided that Davidson has
received a bona fide third party acquisition proposal that has not been
withdrawn and provided that Davidson pays CUC a break-up fee plus CUC's
actual and reasonable expenses or (ii) the average closing price of CUC's
common stock on the New York Stock Exchange is less than $29 for the
fifteen consecutive trading days ending on the first trading day that is
at least ten calendar days prior to the scheduled date of Davidson's
shareholder meeting to consider the transaction. The transaction may be
terminated by either party if the transaction is not consummated by
September 30, 1996.

Davidson & Associates, Inc. is a leading publisher and distributor of
multimedia educational and entertainment software for both the home and
school markets. The company is internationally renowned for its
award-winning Math Blaster series, which has sold over 4 million copies;
other best-selling education and entertainment titles; and multimedia
software and technology from divisions including Blizzard Entertainment,
Maverick Software, FUNNYBONE Interactive, First Byte and Learningways.
Based in Torrance, Calif., Davidson & Associates was founded in 1982 by
educator Dr. Jan Davidson.
 
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