EXHIBIT 10.1

                          WHITMAN EDUCATION GROUP, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            EFFECTIVE OCTOBER 1, 1997



     SECTION I. PURPOSE

     The purpose of the Whitman  Education Group,  Inc.  Employee Stock Purchase
Plan (the "Plan") is to provide  employees of Whitman Education Group, Inc. (the
"Company") and its  subsidiaries  an  opportunity  to purchase  shares of common
stock, no par value per share, of the Company (the "Common Stock") by increasing
the employees' interest in the growth and success of the Company,  and encourage
such employees to remain with the Company and its subsidiaries.

     "Subsidiaries"  as used herein shall mean  corporations 100% of the capital
stock of which is owned by the  Company  and such other  related  entities,  the
employees of which would qualify for  eligibility in this Plan under Section 423
of the Internal Revenue Code of 1986, as amended (the "Code"), as are designated
to participate by the Company hereafter.

     SECTION II. ADMINISTRATION OF THE PLAN

     The Plan will be administered for the Company by the Compensation Committee
of the Board of Directors (the  "Committee").  The  interpretation  and decision
with regard to any question  arising under the Plan made by the Committee shall,
unless overruled or modified by the Board of Directors of the Company,  be final
and  conclusive  upon  all  employees  of  the  Company  and  its   Subsidiaries
participating  in the  Plan  and any  person  claiming  by or  through  any such
employee.

     SECTION III. SHARES SUBJECT TO THE PLAN

     The shares of Common  Stock of the Company  which may be offered  under the
Plan, may be unissued  stock,  treasury stock or stock purchased by the Company.
The number of shares of stock to be sold under the Plan shall not exceed 250,000
shares except as such number may be adjusted pursuant to Section XI hereof.  All
shares not purchased, and all shares not previously offered may be available for
subsequent offers.

     SECTION IV. EMPLOYEES' ELIGIBILITY

     (A) All employees of the Company and its Subsidiaries  shall be eligible to
participate  in the Plan  except  employees  who,  prior to the first day of the
Purchase Period (as defined in Section V), have been employed less than 90 days.
Notwithstanding  anything herein to the contrary, no employee shall be granted a
right to purchase under the Plan if such employee,  immediately  after the right
to purchase is granted, owns stock (including stock which may be purchased under
outstanding  rights to  purchase)  possessing  five  percent (5%) or more of the

                                       -1-

<PAGE>


total  combined  voting  power or  value  of all classes of stock of the Company
or its Subsidiaries.  For the foregoing purposes, the rules of Section 424(d) of
the Code shall apply in determining  stock ownership.  Nor shall any employee be
granted a right to purchase which permits his rights to purchase stock under all
Employee Stock Purchase Plans of the Company and its Subsidiaries to accrue at a
rate which exceeds twenty-five  thousand dollars ($25,000.00) of the fair market
value of such stock  (determined  at the time such right to purchase is granted)
for each  calendar  year in which such right to purchase is  outstanding  at any
time.

     (B) For purposes of participation in the Plan, a person on leave of absence
shall be deemed to be an employee for the first 90 days of such leave of absence
and such employee's  employment  shall be deemed to have terminated at the close
of business on the 90th day of such leave of absence  unless such employee shall
have returned to full-time or part-time employment (as the case may be) prior to
the close of  business  on such  90th day.  Termination  by the  Company  of any
employee's leave of absence,  other than termination of such leave of absence on
return to full-time  or  part-time  employment,  shall  terminate an  employee's
employment  for all  purposes of the Plan and shall  terminate  such  employee's
participation in the Plan and ability to exercise any purchase right.

     SECTION V. PURCHASE PERIODS

     Purchase  Periods  shall  commence  on each  January 1, April 1, July 1 and
October 1, or such other dates as the Committee or the Board of Directors of the
Company may determine.  Each Purchase  Period shall consist of three (3) months,
or such shorter or longer  period as is determined by the Committee or the Board
of Directors.  At the  commencement of the Purchase  Period,  the Company shall,
subject  to and  within  the  limits of the Plan,  make  shares of Common  Stock
available  under the Plan.  Except as  provided  in Section IV of the Plan,  all
employees participating in an offering shall have the same rights and privileges
to purchase Common Stock under the Plan.

     SECTION VI. PARTICIPATION

     Each eligible employee,  at the commencement of each Purchase Period, shall
be granted a right to purchase, which right shall provide that such employee may
purchase  as many full  shares of the  Common  Stock as may be  purchased  in an
amount  not less than one  percent  (1%) or more than ten  percent  (10%) of the
amount  received as covered  compensation  by the  employee  during the Purchase
Period. Covered compensation,  as used herein, shall be the employee's base pay,
commissions,  overtime  and all bonuses,  except that an employee may elect,  in
accordance with procedures established by the Committee, to exclude from covered
compensation any bonus paid to them.  Notwithstanding the foregoing  provisions,
covered  compensation  shall not include  income  resulting from the exercise of
stock  options or stock  appreciation  rights;  expense  allowances,  relocation
payments,  any amounts  paid as  severance  pay; and any amounts not paid to the
employee by the Company in cash.

                                       -2-

<PAGE>

    SECTION VII. PAYROLL DEDUCTIONS

     The shares of the Common Stock  purchased  under the Plan shall be paid for
by payroll deductions,  without the right of prepayment,  during each applicable
Purchase Period. Each eligible employee shall execute and deliver to the Company
a Payroll  Deduction  Authorization  in the form  designated by the Committee at
least 14 days prior to the commencement of any Purchase Period directing payroll
deductions  between one percent  (1%) and ten percent  (10%) of such  employee's
covered  compensation,  as defined in Section VI, for the Purchase Period, which
authorization shall not be changed during the Purchase Period. No interest shall
accrue on the amounts deducted.  Employee payroll  deductions will be maintained
in a segregated  employee  payroll  deduction  account (the  "Payroll  Deduction
Account").

     Balances  remaining in an Employee's  Payroll Deduction Account (being less
than the purchase  price for one whole  share) will be carried  forward into the
next  Purchase  Period in the event the employee  elects to  participate  in the
subsequent  Purchase  Period;  otherwise  such  balances will be returned to the
employee.  Such balances, in amounts of $10.00 or more at the termination of the
Plan,  may be  supplemented  by the  employee  to  complete  the  purchase of an
additional share of stock. Balances of less than $10.00 in an employee's Payroll
Deduction Account at the termination of the Plan will be automatically refunded.

     SECTION VIII. PRICE

     The  purchase  price  for a share  of the  Common  Stock at the end of each
Purchase Period shall be 90% of the fair market value of the Common Stock at the
time the right to purchase is exercised.  "Fair market  value" shall mean,  with
respect to the value of the Common Stock,  the closing price of the Common Stock
as traded on the American  Stock  Exchange on the  Purchase  Date or on the last
trading date  preceding a Purchase  Date.  If the Common Stock of the Company is
not admitted to trading on any of the  aforesaid  dates for which such prices of
the Common Stock are to be determined,  then reference shall be made to the fair
market value of the Common Stock on that date,  as  determined  on such basis as
shall be established or specified for the purpose by the Committee.

     SECTION IX. EXERCISE OF RIGHT TO PURCHASE AND ISSUANCE OF SHARES

     A participant  shall be deemed to have  exercised his right to purchase and
have paid for his shares to the extent of his payroll deductions on the last day
of any Purchase  Period for which the employee has elected to  participate,  and
such shares so purchased shall be issued to him as of such date and delivered to
him as soon as  practicable  after such  date.  Only upon the  issuance  of such
shares shall the  participant  have,  with respect to such shares of stock,  any
rights as a stockholder of the Company.  The Committee  may, in its  discretion,
adopt a procedure  pursuant to which shares  purchased under the Plan are issued
in the name of the Plan, a designated agent or the nominee of such agent in lieu
of delivering  shares  purchased to  participating  employees at the end of each
Purchase  Period.  In such case,  employees will be fully vested with respect to
all shares purchased by them notwithstanding the fact that the shares are in the


                                       -3-

<PAGE>


custody  of  the  Company,   the  agent  or  nominee  and  will be  entitled  to
withdraw said shares on written request.

     SECTION X. NON-ASSIGNABILITY

     The rights of the  participant  shall not be  transferable by him otherwise
than by will or by the laws of descent and distribution, and such rights will be
exercisable during his lifetime only by him.

     SECTION XI. ADJUSTMENT BY REASON OF CHANGES IN COMMON STOCK STRUCTURE

     If, after the effective date of the Plan, there shall be any changes in the
Common  Stock  structure  of the Company by reason of the  declaration  of stock
dividends,  recapitalization  resulting in stock  split-ups,  or combinations or
exchanges of shares by reason of merger,  consolidation,  or by any other means,
then the number of shares available for right to purchase and the shares subject
to any such rights shall be equitably and appropriately adjusted by the Board of
Directors of the Company as in its sole and  uncontrolled  discretion shall seem
just and reasonable in the light of all the circumstances pertaining thereto.

     SECTION XII. TERMINATION OF EMPLOYMENT

     In the event of a participating  employee's termination of employment prior
to the last  business  day of a  Purchase  Period  (whether  as a result  of the
employee's   voluntary  or  involuntary   termination,   retirement,   death  or
otherwise), no payroll deduction will be taken from any pay due and owing to the
employee and the balance in the  employee's  payroll  deduction  account will be
paid  to the  employee  or,  in the  event  of the  employee's  death,  (a) to a
beneficiary  previously  designated in a revocable notice signed by the employee
(with any  spousal  consent  required  under state law) or (b) in the absence of
such  a  designated  beneficiary,  to  the  executor  or  administrator  of  the
employee's estate or (c) if no such executor or administrator has been appointed
to the knowledge of the Company,  to such other  person(s) as the Committee may,
in its discretion,  designate.  If, prior to the last business day of a Purchase
Period,  the  Subsidiary  by which an employee  is  employed  will cease to be a
subsidiary of the Company,  or if the employee is transferred to a subsidiary of
the Company that is not a designated  Subsidiary  under this Plan,  the employee
will be deemed to have terminated his employment for the purposes of this Plan.

     SECTION XIII. RIGHT TO TERMINATE EMPLOYMENT

     The Plan shall not confer upon any employee any right with respect to being
continued in the employ of the Company and its  Subsidiaries  or to interfere in
any way with the right of the Company and its  Subsidiaries  to terminate his or
her  employment  at any  time,  nor  shall  it  interfere  in any way  with  the
employee's right to terminate his or her employment.



                                       -4-

<PAGE>



     SECTION XIV. TERM

     The Plan shall be in effect  through the Purchase  Period ending  September
30, 2002 and no right to purchase  may be  exercised  after  termination  of the
Plan.  While it is  intended  that the Plan  remain  in  effect  for the  period
specified,  the Board of Directors of the Company may  terminate the Plan at any
time in its discretion.  If at any time the number of shares of stock authorized
for  purposes  of the  Plan is not  sufficient  to meet  all  unfilled  purchase
requirements, the Committee shall terminate payroll deductions and apportion the
remaining available shares among participating  employees for purchase under the
Plan in such  manner as it may deem  equitable.  Balances  in  employee  payroll
deduction   accounts   thereafter  shall  be  refunded  promptly  and  the  Plan
terminated.

     SECTION XV. AMENDMENT TO THE PLAN

     The Board may at any time,  and from time to time,  amend  this Plan in any
respect,  except  that  (a)  if  the  approval  of  any  such  amendment  by the
stockholders of the Company is required by Code Section 423, such amendment will
not be effected without such approval,  and (b) in no event may any amendment be
made which would cause the Plan to fail to comply with Code Section 423.

     SECTION XVI. AUTHORIZATION

     The Plan shall not become  effective unless it is approved by a majority of
the shareholders of Common Stock of the Company.

     SECTION XVII. LISTING; GOVERNMENTAL APPROVALS

     The Company's  obligation to sell and deliver  Common Stock under this Plan
is  subject to listing on a national  stock  exchange  and the  approval  of all
governmental authorities required in connection with the authorization, issuance
or sale of such stock.

     SECTION XVIII. NOTIFICATION UPON SALE OF SHARES

     Each employee  agrees,  by  participating in the Plan, to promptly give the
Company notice of any disposition of shares  purchased under the Plan where such
disposition  occurs  within  two  years  after  the date of  grant of the  right
pursuant to which such shares were  purchased  or one year after the transfer of
such shares to the employee, so that the Company may take appropriate income tax
deductions  with respect to such transfer and otherwise  comply with  applicable
federal, state and local income tax laws.

     SECTION XIX. COSTS OF PLAN

     The Company will pay all costs of  administering  the Plan,  including  the
costs of brokerage fees,  commissions and expenses, if any, for acquiring shares
to be purchased  under the Plan.  All costs  related to the  employee's  sale of
shares acquired under the Plan will be borne by the employee.


                                       -5-

<PAGE>


     SECTION XX. GOVERNING LAW; VENUE; LIMITATIONS PERIOD

     The law of the State of Florida  will govern all  matters  relating to this
Plan except to the extent it is superseded by the laws of the United States. Any
legal  action or  proceeding  hereunder  may be brought  only within a period of
three years from the date the claim was incurred,  unless other  applicable  law
would permit a longer  period of time within which to bring an action.  Any such
legal action or proceeding may be initiated only in Dade County,  Florida or the
county  in  which  the  employer  of the  employee  has its  principal  place of
business.  By participating in the Plan, the employee  irrevocably (a) agrees to
submit to the  jurisdiction  of the courts of Dade County,  Florida,  or of such
other jurisdiction where the employer of the employee has its principal place of
business,  for the purposes of  resolving  any  disputes  with the Company,  the
Committee,  or any  other  party  relating  to  this  Plan  or  any  transaction
contemplated  hereby and (b) waives, to the fullest extent permitted by law, any
objection  which the employee may now hold or hereafter may have to the bringing
of any suit, action or other proceeding  arising out of or relating to this Plan
in the aforementioned venue including,  without limitation,  any claim that Dade
County,  Florida,  or the county in which the  employer of the  employee has its
principal of business, is an inconvenient forum for bringing any such suit.

                                       -6-