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                                November 17, 2000


To the Board of Directors
  of PLATO Learning, Inc.

Ladies and Gentlemen:

     I hereby resign from the offices of Chairman of the Board and Chief
Executive Officer of PLATO Learning, Inc. (the "Company") and from all offices
that I hold with subsidiaries of the Company, effective upon the Board of
Directors' election of John Murray to the office of Chief Executive Officer of
the Company and conditioned upon the following understanding which the Company
confirms by signing below:

          1. My resignation is under clause (b) of Section 1 of the Severance
     and Noncompetition Agreement, dated as of September 20, 1989, among the
     Company, its subsidiary and me (the "Agreement") with "Good Reason," as
     defined in Section 6 of the Agreement, entitling me to the payments and
     benefits specified in Section 1 of the Agreement, commencing on the
     effective date of my resignation. The payments and benefits I will receive
     under Section 1 of the Agreement are limited to the following:

               (a) Continued salary at the rate of $20,671.88 per month, for the
          two-year period following the effective date of my resignation,
          payable according to the Company's regular payroll policies.

               (b) Continued coverage under the Company's Group Medical and
          Dental Benefit Plan for myself and my former spouse, for the two-year
          period following the effective date of my resignation, according to
          the terms of the Group Medical Plan, on the same basis and at the same
          contribution rate as applies to active employees electing similar
          coverage.

               (c) Continued coverage under the Company's group life insurance
          policy, having a death benefit of $400,000, for the two-year period
          following the effective date of my resignation.

          2. No later than January 15, 2001, the Company will pay to me a total
     of $24,000 (which amount is equal to two years of premiums, prior to the
     renewal increase in 2000, for the supplemental life insurance policy on my
     life having a death benefit of $2 million). The Company will have no
     further responsibility with respect to such supplemental life insurance
     policy.

          3. I will be entitled to receive my bonus payable for the fiscal year
     ended October 31, 2000, payable in January 2001, determined according to
     the terms of the Company's 2000 annual bonus plan, as adopted by the Board
     at its meeting in June 2000 (having the performance criteria specified by
     the Board at such meeting, including a pre-tax income target, calculated
     before bonus expense).


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          4. My continued service on the Company's Board of Directors will count
     toward the vesting and expiration of my stock options; provided that any of
     my unvested stock options will become vested on the effective date of my
     termination of service on the Board. To effect the provisions of this
     paragraph 4, prior to my resignation, the Board shall take all action
     necessary to amend the agreements relating to my stock options and the
     plans pursuant to which my stock options were granted to provide that (a)
     my unvested stock options will continue to vest during my service on the
     Board, (b) none of my stock options will expire until the earlier of 10
     years from their date of grant and 90 days following my termination of
     service on the Board and (c) upon my termination of service on the Board,
     all of my unvested stock options will vest in full.

          5. In addition to the continued coverage under the Group Medical Plan
     for the two-year period following the effective date of my resignation as
     described in paragraph 1 above, the Company will provide me and my former
     spouse with coverage under the Group Medical and Dental Plan for an
     additional period of six months following such two-year period, on the same
     basis and at the same contribution rate as applies to active employees
     electing similar coverage. At the end of such six-month period, I and my
     former spouse will be entitled to elect further continued coverage under
     the Group Medical and Dental Plan, at my expense, for a period of up to 18
     months, pursuant to COBRA.

          6. The Company shall provide me at its expense with continued use of
     the office space at 3150 West Higgins Road, Suite 155, Hoffman Estates,
     Illinois, including utilities and secretarial assistance, on the same basis
     as currently provided for the six-month period following the effective date
     of my resignation.

          7. In connection with my resignation and the election of John Murray
     as Chief Executive Officer of the Company, the Company will issue a press
     release in the form attached as Exhibit A hereto and will make no further
     statements with respect to my resignation other than statements that are
     wholly consistent with the statements set forth in such press release. At
     the time of the issuance of such press release, a letter will be sent from
     me to all employees of the Company in the form attached as Exhibit B
     hereto.

          8. The Company will pay the reasonable legal fees and expenses, in an
     amount not to exceed $15,000, actually incurred by me in connection with
     the negotiation of my resignation.

          9. In consideration of the payments described above and the other
     agreements and representations in this letter, on my own behalf and on
     behalf of my heirs, executors, administrators and assigns, I release and
     forever discharge the Company and all of its related companies, affiliated
     enterprises, parents, subsidiaries, successors and predecessors (together
     with the Company, the "PLATO Learning Parties"), and all of the PLATO
     Learning Parties' past, present, and future administrators, agents,
     officers, directors, employees, shareholders, insurers, successors,
     predecessors, assigns and attorneys, of and from all manner of actions,
     cause or causes of action, suits, debts, agreements, promises, charges,
     claims and demands, whatsoever, in law or in equity, that I now have or may
     have, both known and unknown, arising out of my employment with any of the
     PLATO Learning Parties. This waiver and release includes, but is not
     limited to, any claims arising under Title VII of the Civil Rights Act of
     1964, as amended; the


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     Age Discrimination in Employment Act, as amended by the Older Workers
     Benefit Protection Act of 1990; the Americans with Disabilities Act; the
     Illinois Human Rights Act, any state or local employment or
     non-discrimination statute, regulation, rule, or ordinance; or any claim
     for discrimination or harassment of any kind, breach of contract or public
     policy, wrongful or retaliatory discharge, defamation and/or any other
     claim to any form of compensation or benefits, including attorney fees,
     arising prior to the date of this letter; provided, however, that nothing
     contained in this paragraph 9 shall apply to, or release the PLATO Learning
     Parties from (a) any obligation of the Company contained in this letter, in
     the Agreement or in any plan or program of the Company under which I am
     entitled to a benefit in accordance with this letter or the Agreement or
     under which I have an accrued or vested benefit, (b) any obligation of the
     Company to indemnify me pursuant to its certificate of incorporation or
     by-laws or the Delaware General Corporation Law in connection with my
     service as an officer or director of the Company or (c) any obligation
     covered by the directors and officers liability insurance policy maintained
     by the Company.

          10. I acknowledge that I have consulted with an attorney before
     signing this letter, that I have read and understand this letter in its
     entirety, and that I am knowingly and voluntarily agreeing to the waiver
     and release and other provisions of this letter. I understand that I have
     had up to twenty-one (21) days to consider the terms of this letter and
     that I may revoke and rescind my acceptance of those terms at any time
     within seven (7) days of the date I sign this letter by providing notice to
     the Company. All rights, duties, and obligations of the parties under this
     letter shall, upon revocation and rescission, become null and void and of
     no further force and effect, and I shall promptly repay any payments or
     benefits conferred upon me under this letter prior to the date of
     revocation and rescission.

                                                   Very truly yours,



                                                   William R. Roach


Accepted and Agreed on November 17, 2000.

PLATO LEARNING, INC.


By    John Murray
      ------------
Its   President and Chief Executive Officer
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