<PAGE>
                                                                   EXHIBIT 10.15




                              EMPLOYMENT AGREEMENT

         This AGREEMENT ("Agreement") is made effective as of January 1, 2001
(the "Effective Date") by and between PLATO Learning, Inc., a Delaware
corporation headquartered in Minneapolis (the "Company"), and John Murray
("Executive").

                                WITNESSETH THAT:

         WHEREAS, the Company currently employs Executive as its President and
Chief Executive Officer, and the Company desires to continue to employ Executive
as its President and Chief Executive Officer; and

         WHEREAS, Executive desires to continue to be employed by the Company in
that capacity.

         NOW, THEREFORE, for and in consideration of the promises and of the
mutual covenants hereinafter set forth, it is hereby agreed by and between the
parties as follows:

1.       Employment. The Company hereby agrees to employ Executive to perform
         the duties set forth in Section 3 hereof ("Executive Services"), and
         subject to the restrictions of Section 7. Executive hereby accepts
         continued employment to perform Executive Services for the Company
         under the terms and conditions of this Agreement.

2.       Term. The Term of this Agreement shall be a "rolling" three (3) years,
         subject to termination pursuant to Section 6. The Initial Term of this
         Agreement will be three (3) years beginning on the Effective Date. On
         each annual anniversary of the Effective Date, unless earlier
         terminated pursuant to Section 6, this Agreement will automatically
         renew for an additional three (3) year term, subject to termination
         pursuant to Section 6.

3.       Duties. Executive will serve as the Company's President and Chief
         Executive Officer, and perform all the responsibilities and duties set
         forth in Section 6 and Section 7 of Article IV of the Amended and
         Restated Bylaws of PLATO Learning, Inc. dated March 30, 2000, or any
         successor thereto which does not materially reduce such
         responsibilities and duties, and any other consistent responsibilities
         and duties assigned or delegated to Executive by the Board of Directors
         of the Company ("Board"). Executive represents that Executive's
         employment by the Company and performance of the position will not
         violate or interfere with any employment-related agreement Executive
         may have entered into with any previous employer (a "Prior Employment
         Agreement").

4.       Time Commitment. Executive will devote Executive's time, attention and
         energies to the performance of Executive Services. Executive may not be
         associated with, consult, advise, work for, be employed by, contract
         with, or otherwise devote any of Executive's time to the pursuit of any
         other work or business activities that may interfere with the
         performance of Executive Services hereunder. The foregoing shall not
         preclude Executive from devoting reasonable time to the supervision of
         his personal investments, civic, charitable, educational, religious and
         similar types of activities, speaking


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         engagements and membership on other boards of directors, provided such
         activities do not interfere in any way with the business of the
         Company; and provided further that, the Executive cannot serve on the
         board of directors of more than one publicly-traded company without the
         Board's written consent. The time involved in such activities shall not
         be treated as vacation time. The Executive shall be entitled to keep
         any amounts paid to him in connection with such activities (e.g.,
         director fees and honoraria).

5.       Compensation and Benefits. The Company will pay the following
         compensation to Executive in full consideration for performance of
         Executive Services hereunder in accordance with the Company's
         then-current payroll policies and procedures.

         (a)      Salary. Executive will receive an annual salary of Two Hundred
                  Fifty Thousand Dollars ($250,000.00), payable in accordance
                  with the Company's then-current payroll policies and
                  procedures. The Board will review Executive's salary at least
                  annually. Executive's salary will not be reduced, and after
                  any increase the term "salary" for purposes of this Agreement
                  shall refer to salary annualized, as most recently increased.

         (b)      Expenses. The Company will reimburse Executive for all
                  reasonable and necessary expenses incurred by Executive in
                  connection with the performance of Executive Services upon
                  submission by Executive of expense reports with substantiating
                  vouchers, in accordance with the Company's then-current
                  expense reimbursement policy.

         (c)      Stock Options. Executive shall be entitled to be granted
                  options to purchase shares of Company common stock, adjusted
                  for any stock splits, in accordance with the Company Stock
                  Option Plan (the "Stock Options"), pursuant to the following
                  schedule:

                  (i)      Executive shall receive options to purchase
                           sixty-five thousand (65,000) shares of Company stock
                           in each year during which this Agreement is in
                           effect, to be granted at the Board's September
                           meetings in that year, at fair market value as of the
                           date of the grant.

                  (ii)     Executive shall receive options to purchase
                           thirty-five thousand (35,000) shares of Company stock
                           in each year during which this Agreement is in
                           effect, to be granted at the Board's December
                           meetings in that year, at fair market value as of the
                           date of the grant, but with the further condition and
                           prerequisite that, prior to each such grant,
                           Executive shall be required to meet annual
                           performance goals, to be mutually agreed between
                           Executive and the Board in each of those three (3)
                           years. Executive's performance goal for the Company's
                           Fiscal Year 2001 shall be met if the Company's
                           earning per share equal $0.78 or more.



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                  (iii)    Executive's stock option grants pursuant to
                           subsections (i) and (ii) shall be subject to a
                           three-year pro-rata vesting schedule commencing on
                           the date of grant, except as provided in Section
                           6(a).

                  The award of the Stock Options under subsections (i) and (ii)
                  is subject to execution by Executive of the then-current Stock
                  Option Agreement, provided such agreement contains no terms
                  that are inconsistent with this Employment Agreement or
                  Executive's Employment Security Agreement or Indemnification
                  Agreement.

         (d)      Benefits. Executive shall be entitled to participate in such
                  group life insurance, major medical, and other employee
                  benefit plans and programs (collectively "Benefit Plans") as
                  established by the Company in accordance with the applicable
                  terms and conditions of such Benefit Plans, which Benefit
                  Plans may be modified or discontinued by the Company at any
                  time; provided, however that Executive shall meet the
                  requirements of the Benefit Plans for participation and in no
                  event, including breach or wrongful termination of this
                  Agreement, shall Executive be entitled to any amount of
                  compensation in lieu of participation, unless otherwise
                  provided by the terms of the Benefit Plan. The benefits under
                  the Benefit Plans available to Executive shall be no less
                  favorable than those available to other senior executives and
                  commensurate with his position and salary; provided that,
                  Executive may not permit or cause an increase or improvement
                  in benefits under the Benefit Plans without the Board's
                  approval.

         (e)      Bonus Compensation. Executive shall be eligible to receive
                  cash bonus compensation for the Company's Fiscal Year 2001,
                  based on the performance criteria previously agreed upon by
                  Executive and the Board for that year, and shall remain
                  eligible for such cash bonus compensation in subsequent fiscal
                  years of this Agreement based on bonus amounts and performance
                  criteria to be mutually agreed between Executive and the Board
                  for any given fiscal year of the Company. Unless otherwise
                  specifically agreed, earned cash bonus compensation will be
                  paid only while Executive is actively employed by the Company;
                  accordingly, if Executive ceases to be actively employed by
                  the Company, Executive will only receive a prorated portion of
                  the earned cash bonus compensation for the portion of the
                  Company's fiscal year that Executive was actively employed by
                  the Company.

6.       Termination.

         (a)      Either party may terminate this Agreement, without Good Cause
                  and without any liability on the part of either party, other
                  than as provided herein, upon ninety (90) days prior written
                  notice. In such event, Executive, if requested by the Company,
                  will continue to render Executive Services and be paid
                  Executive's salary during such notice period and up to the
                  date of termination, as well as any earned cash bonus
                  compensation relative to such period of Executive Services, in
                  accordance with the Company's then-current payroll policies
                  and procedures. Irrespective of



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                  whether Executive performs such Executive Services, Executive
                  shall receive, in case of such termination without Good Cause
                  by the Company of Executive's employment: (i) severance
                  payments equivalent to his then-current salary for the
                  then-remaining balance of the initial or renewal three (3)
                  year term of this Agreement during which such termination
                  occurs; (ii) the right to immediate vesting of any shares
                  previously granted under Section 5(c)(i) and (ii); and (iii)
                  the immediate right to be granted any options to purchase
                  shares of Company stock remaining to be granted under Section
                  5(c)(i) subject to a three year vesting requirement that
                  Executive must satisfy by fulfilling the requirements of
                  Section 7 of this Agreement throughout the three year period.

                  Executive's Eligibility to receive benefits under this Section
                  6(a) is subject to his abiding by the provisions of Section 7
                  of this Agreement, and his execution of a general release of
                  all claims or potential claims against the Company, in a form
                  prepared by the Company and mutually agreed upon between
                  Executive and the Company.

         (b)      The Company may terminate this Agreement at any time upon
                  fourteen (14) days written notice for Good Cause. Good Cause,
                  for the purposes of this Agreement, shall mean Executive's:
                  (i) conviction of or plea of nolo contendere to any felony or
                  gross misdemeanor involving dishonesty, fraud, or breach of
                  trust under any law of the United States or any State thereof;
                  (ii) willful engagement in any conduct that materially injures
                  the Company or any of its subsidiaries; or (iii) willful and
                  substantial nonperformance of assigned duties, provided that
                  such nonperformance has continued more than ten days after the
                  Company has given written notice of such nonperformance and of
                  its intention to terminate Executive's employment because of
                  such nonperformance.

                  For purposes of this section, no act on Executive's part shall
                  be considered "willful" unless it is done by Executive in bad
                  faith or without reasonable belief that such action was in the
                  Company's best interests.

         (c)      Executive may terminate this Agreement and resign his
                  employment at any time upon fourteen (14) days' written notice
                  to the Board for Good Reason. Good Reason, for the purpose of
                  this Agreement shall exist if the Company, without Executive's
                  written consent:

                  (i)      materially reduces the nature, scope, level or extent
                           of Executive's responsibilities, or fails to provide
                           Executive with adequate office facilities and support
                           services to perform such responsibilities;

                  (ii)     reduces Executive's salary below that in effect as of
                           the date of this Agreement;

                  (iii)    requires Executive to relocate Executive's principal
                           business office or his principal place of residence
                           outside the Minneapolis/Saint Paul, Minnesota



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                           Standard Metropolitan Statistical Area (the
                           "Geographical Employment Area"), or assigns to
                           Executive duties that would reasonably require such
                           relocation; or

                  (iv)     fails to continue in effect any cash or stock-based
                           incentive or bonus plan, retirement plan, or Benefit
                           Plan, unless (A) the aggregate value (as computed by
                           an independent employee benefits consultant selected
                           by the Company) of all such compensation, retirement
                           and benefit plans, programs and arrangements provided
                           to Executive is not materially less than their
                           aggregate value as of the date of this Agreement, or
                           (B) the same reduction applies uniformly to all
                           senior executives.

                  Severance payments, in case of Executive's termination of this
                  Agreement and resignation for Good Reason, shall be made to
                  Executive in the same amounts, for the same periods, and
                  subject to the same conditions as provided for the Company's
                  termination of this Agreement without Good Cause in Section
                  6(a).

         (d)      Coordination With Employment Security Agreement. If Executive
                  is a party to an employment security agreement (the "ESA")
                  with the Company, Executive will be entitled to the greater of
                  the payments and benefits under this Agreement or the payments
                  and benefits under the ESA, but not the sum of such payments
                  and benefits.

7.        Restrictive Covenants.

         (a)      Confidentiality. Executive agrees not to directly or
                  indirectly:

                  (i)      use or disclose, for the benefit of any person, firm
                           or entity other than the Company and its
                           subsidiaries, the Confidential Business Information
                           of the Company or any of its subsidiaries;

                  (ii)     distribute or disseminate in any way to anyone other
                           than the Company employees with a "need to know" any
                           Confidential Information in any form whatsoever;

                  (iii)    copy any Confidential Information other than for use
                           by the Company or any of its subsidiaries;

                  (iv)     remove any Confidential Information from the premises
                           of the Company without prior approval of an
                           authorized officer of the Company;

                  (v)      fail to safeguard all confidential and/or classified
                           documents; and

                  (vi)     copy any confidential and/or classified documents
                           belonging to any of the Company's customers.



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                  Confidential Business Information means information or
                  material that is not generally available to or used by others
                  or the utility or value of which is not generally known or
                  recognized as a standard practice, whether or not the
                  underlying details are in the public domain, including but not
                  limited to its computerized and manual systems, procedures,
                  reports, client lists, review criteria and methods, financial
                  methods and practices, plans, pricing and marketing
                  techniques, business methods and procedures and other valuable
                  and proprietary information relating to the pricing,
                  marketing, design, manufacture and formulation of educational
                  software, as well as information regarding the past, present
                  and prospective clients of the Company or any of its
                  subsidiaries, and their particular needs and requirements, and
                  their own confidential information.

                  Upon termination of employment under this Agreement, with or
                  without Good Cause, Executive agrees to return to the Company
                  all policy and procedure manuals, records, notes, data,
                  memoranda, and reports of any nature (including computerized
                  and electronically stored information) which are in
                  Executive's possession and/or control which relate to (i) the
                  Confidential Business Information of the Company or any of its
                  subsidiaries, (ii) the business activities or facilities of
                  the Company or its past, present, or prospective clients, as
                  well as any original documents related to Executive's
                  employment with the Company, other than Executive's originals
                  of this Agreement, his Employment Security Agreement and his
                  Indemnification Agreement, and any successors thereto.

         (b)      Non-Compete. During the period of employment and for the
                  remaining balance of the Initial Term or and subsequent three
                  year Term of employment under this Agreement (the "Restricted
                  Period"), Executive will not directly or indirectly, on his
                  behalf, or as a partner, officer, director, trustee, member,
                  employee, or otherwise, within the United States or in any
                  foreign market in which Executive was engaged in activities on
                  behalf of the Company or any of its subsidiaries, own, engage
                  in or participate in, in any way, any business that is similar
                  to or competitive with any actual or planned business activity
                  engaged in or planned by the Company or any of its
                  subsidiaries at the time the employment under this Agreement
                  was terminated, if in the course of such ownership or
                  employment, it could reasonably be anticipated that Executive
                  would be required to use or disclose the Confidential Business
                  Information of the Company or any of its subsidiaries.
                  However, this Agreement shall not prohibit ownership of up to
                  2% of the shares of stock of any such corporation whose stock
                  is listed on a national securities exchange or is traded in
                  the over-the-counter market.

                  Executive further agrees that during the Restricted Period,
                  Executive will promptly notify the Company of any business
                  with which Executive is associated or in which Executive has
                  an ownership interest and provide the Company with a
                  description of Executive's duties or interests.



                                      -6-
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         (c)      Non-Solicitation. During the Restricted Period, Executive will
                  not directly or indirectly, for the purpose of selling
                  services and/or products provided or planned by the Company or
                  any of its subsidiaries at the time the employment under this
                  Agreement was terminated, call upon, solicit or divert any
                  actual customer or prospective customer of the Company or any
                  of its subsidiaries, unless employed by the Company to do so.
                  An actual customer, for purposes of this Section, is any
                  customer to whom the Company or any of its subsidiaries has
                  provided services and/or products within one year prior to
                  Executive's termination of employment under this Agreement. A
                  prospective customer, for purposes of this Section, is any
                  prospective customer to whom the Company or any of its
                  subsidiaries sought to provide services and/or products within
                  one year prior to the date of Executive's termination of
                  employment under this Agreement when Executive had knowledge
                  of or was involved in such solicitation.

                  Executive further agrees that during the Restricted Period
                  Executive shall not directly or indirectly induce any person
                  to leave the employ of the Company or any of its subsidiaries,
                  or solicit any person who is currently or was an employee of
                  the Company or any of its subsidiaries at any time during the
                  twelve months prior to Executive's termination of employment
                  under this Agreement.

         (d)      Judicial Modification. If the final judgment of a court of
                  competent jurisdiction declares that any term or provision of
                  this Section is invalid or unenforceable, the parties agree
                  that (i) the court making the determination of invalidity or
                  unenforceability shall have the power to reduce the scope,
                  duration, or geographic area of the term or provision, to
                  delete specific words or phrases, or to replace any invalid or
                  unenforceable term or provision with a term or provision that
                  is valid and enforceable and that comes closest to expressing
                  the intention of the invalid or unenforceable term or
                  provision, (ii) the parties shall request that the court
                  exercise that power, and (iii) this Agreement shall be
                  enforceable as so modified after the expiration of the time
                  within which the judgment or decision may be appealed.

8.       Remedies. In the event Executive breaches or threatens to breach and
         provision of Section 7 of this Agreement, the Company shall be entitled
         to injunctive relief, enjoining or restraining such breach or
         threatened breach. Executive acknowledges that the Company's remedy at
         law is inadequate and that the Company and its subsidiaries will suffer
         irreparable injury if such conduct is not prohibited.

         Executive and the Company agree that, because of the difficulty of
         ascertaining the amount of damages in the event that Executive breaches
         Section 7 of this Agreement, the Company shall be entitled to recover,
         at its option, as liquidated damages and not as a penalty, a sum equal
         to one year's annual salary of the employee(s) solicited to leave the
         Company's employ. The parties further agree that the existence of this
         remedy will not preclude employer from seeking or receiving injunctive
         relief.



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         Executive and the Company agree that in the event of a breach or
         threatened breach of any of the covenants contained in Section 7, in
         addition to any other penalties or restrictions that may apply under
         this Agreement, state law, or otherwise, Executive will forfeit the
         right to be granted any options to purchase shares of Company stock
         remaining to be granted under Section 5(c)(i), pursuant to clause (iii)
         of Section 6(a), and any options already granted pursuant to clause
         (iii) of Section 6(a), including vested Options.

         Executive further agrees that the covenants contained in Section 7
         shall be construed as separate and independent of other provisions of
         this Agreement and the existence of any claim by Executive against the
         Company or any of its subsidiaries, except for a claim that Executive
         was terminated without Good Cause or terminated his employment for Good
         Reason, shall not constitute a defense to the enforcement by the
         Company of either of these Sections.

9.       Property Rights. All discoveries, designs, improvements, ideas,
         inventions, intellectual property, creations, and works of art, whether
         or not patentable or subject to copyright, relating to the business of
         the Company or any of its subsidiaries, or its clients, conceived,
         developed or made by Executive during employment under this Agreement,
         either solely or jointly with others (hereafter "Developments") shall
         automatically become the sole property of the Company. Executive shall
         immediately disclose to the Company all such Developments and shall,
         without additional compensation, execute all assignments, application
         or any other documents deemed necessary by the Company to perfect the
         Company's rights therein. These obligations shall continue throughout
         the Restricted Period under this Agreement with respect to Developments
         conceived, developed or made by Executive during the period of
         employment under this Agreement.

         The Company acknowledges and agrees that the provisions of this section
         shall not apply to inventions or for which no equipment, supplies,
         facility or trade secret information of the Company or its clients were
         used by Executive and which were developed entirely on Executive's own
         time unless (a) such inventions relate (i) to the business of the
         Company or (ii) to the Company's actual or demonstrably anticipated
         research or development or (b) such inventions result from any work
         performed by Executive for the Company.

10.      Assignments. Neither party shall have the right or power to assign any
         rights or duties under this Agreement without the written consent of
         the other party, provided, however, that the Company shall have the
         right to assign this Agreement without consent pursuant to any
         corporate reorganization, merger, or other transaction involving a
         change of control of the Company or any of its subsidiary companies, in
         which case, further rights and duties of the Company and Executive are
         set forth in Executive's Employment Security Agreement, or any
         successor agreement thereto. Any attempted assignment in breach of this
         Section 10 shall be void.

         If Executive performs services and duties for any subsidiary or other
         affiliated entity of the Company, then the provisions of Sections 7 and
         9 shall apply to the confidential



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         information and business activities, property rights, clients, and
         employees of that subsidiary or other entity.

11.      Certain Reductions of Payments by the Company. If it is determined by
         the independent auditor (the "Auditor") jointly selected by Executive
         and the Company and paid by the Company that any payment, benefit or
         distribution by or on behalf of the Company to or for the benefit of
         Executive (whether paid or payable or distributed or distributable
         pursuant to the terms of this Agreement or otherwise) (the "Payments")
         are or will become subject to any excise taxes, then the Auditor shall
         determine if the payment of excise taxes in addition to any federal,
         state, local or other income, excise or other taxes ("Other Taxes")
         payable by Executive with respect to the Payments will cause Executive
         to pay an amount of excise and Other Taxes such that the net payment
         Executive will receive after payment of all excise and Other Taxes on
         payments under this Agreement is less than if the payment he would
         receive was reduced to the maximum amount payable without imposition of
         any excise taxes ("Economic Detriment"). If the Auditor determines that
         the Executive will incur an Economic Detriment as a result of the
         receipt of the full payment, the portion of the Payments made to
         Executive under this Agreement will be reduced to the maximum possible
         amount that can be paid to Executive without him incurring any Economic
         Detriment. The Auditor shall be a nationally recognized United States
         public accounting firm that has not, during the two years preceding the
         date of its selection, acted in any way on behalf of the Company or any
         of its subsidiaries.

12.      Severability. Each section, paragraph, clause, sub-clause and provision
         (collectively "Provisions") of this Agreement shall be severable from
         each of the others, and if for any reason the Section, clause,
         sub-clause or provision is invalid or unenforceable, such invalidity or
         unenforceability shall not prejudice or in any way affect the validity
         or enforceability of any other Provision hereof.

13.      Miscellaneous.

         (a)      This Agreement, Executive's Employment Security Agreement,
                  Indemnification Agreement, Confidentiality Agreement, and any
                  successor agreements thereto, contain the entire agreement of
                  the parties with respect to the employment of Executive and
                  supersede all other understandings, whether written or oral;
                  provided, however, that Executive shall comply with all
                  reasonable policies, procedures and other requirements of the
                  Company which are not inconsistent with those three
                  agreements.

         (b)      Failure on the part of either party to insist upon strict
                  compliance by the other with respect to any of the terms,
                  covenants and conditions hereof, shall not be deemed a
                  subsequent waiver of such term, covenant or condition.

         (c)      The provisions of any Section containing a continuing
                  obligation after termination shall survive such termination
                  whether with or without cause and even if occasioned by the
                  Company's breach or wrongful termination.



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         (d)      This Agreement may not be modified except in a written
                  amendment signed by the parties; provided, however, that the
                  Company may amend or terminate its Benefit Plans, cash bonus
                  Plan, and any Company policies, procedures and other
                  requirements of the Company, subject to subsection (a) above
                  and to Sections 5(d), 5(e) and 6(c), in its sole discretion.

         (e)      Except for action by the Company to enforce the restrictive
                  covenants of Section 7, any dispute, controversy or difference
                  that may arise between the parties hereto out of or in
                  relation to or in connection with this Agreement or for the
                  breach thereof which cannot be settled amicably by the parties
                  within thirty (30) days shall be finally and exclusively
                  settled by arbitration in [Minneapolis, Minnesota], in
                  accordance with the Commercial Arbitration Rules of the
                  American Arbitration Association then in effect. The
                  arbitrator shall have discretion to award the prevailing party
                  reasonable attorney's fees. In the event of litigation under
                  this Agreement, the court shall have discretion to award the
                  prevailing party reasonable attorney's fees.

         (f)      The headings in this Agreement are inserted for convenience
                  and identification only and are not intended to describe,
                  interpret, define or limit the scope, extent, or intent of
                  this Agreement or any provision hereof. Each party has
                  cooperated in the preparation of this Agreement. As a result,
                  this Agreement shall not be construed against any party on the
                  basis that the party was the draftsperson.

         (g)      All forms of compensation referred to in this letter are
                  subject to reduction to reflect withholding for applicable
                  income, payroll and other taxes.

14.      Governing Law. It is the intention of the parties hereto that all
         questions with respect to the construction, formation, and performance
         of this Agreement and the rights and liabilities of the parties hereto
         shall be determined in accordance with the laws of the State of
         Minnesota. The parties hereto submit to the jurisdiction and venue of
         the courts of Hennepin County, Minnesota in respect to any dispute
         arising out of this agreement.

15.      Insurance. For the period from the date hereof through at least the
         fifth anniversary of Executive's termination of employment from the
         Company, the Company agrees to maintain Executive as an insured party
         on all directors' and officers' insurance maintained by the Company for
         the benefit of its directors and officers on at least the same basis as
         all other covered individuals.

16.      Notices. Any notice required pursuant to this Agreement will be in
         writing and will be deemed given upon the earlier of (i) delivery
         thereof, if by hand, (ii) five business days after mailing if sent by
         mail (registered or certified mail, postage prepaid, return receipt
         requested), (iii) the next business day after deposit if sent by a
         recognized overnight delivery service, or (iv) upon transmission if
         sent by facsimile transmission or by electronic mail, with return
         notification (provided that any notice sent by facsimile or electronic
         mail shall also promptly be sent by one of the means described in
         clauses (i) through (iii) of this



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         Section. All notices will be addressed as follows or to such other
         address as a party may identify in a written notice to the other party:

                  to the Company:   PLATO Learning, Inc.
                                    Attn: Chairman of the Board of Directors
                                    10801 Nesbitt Avenue South
                                    Bloomington, MN 55437-3109

                  to Executive:     Mr. John Murray
                                    PLATO Learning, Inc.
                                    10801 Nesbitt Avenue South
                                    Bloomington, MN 55437-3109

         Each party named above may change its address and that of its
         representative for notice by the giving of notice thereof in the manner
         hereinabove provided.

17.      Counterparts. This Agreement may be executed in one or more
         counterparts, all of which together shall constitute but one Agreement.


         IN WITNESS WHEREOF, the parties hereto, pursuant to a duly authorized
resolution of the Board, have executed this Employment Agreement in the State of
Minnesota effective as of the day and year first above written.

                                     PLATO LEARNING, INC.

----------------------------------
         JOHN MURRAY                 By:
                                        ----------------------------------------

                                     Its:
                                         ---------------------------------------



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