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RECITALS
   ARTICLE I  CREDIT TERMS
  Line of Credit
 Letter of Credit Subfeature
 Borrowing and Repayment
  Interest
 Computation and Payment




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Letter of Credit Fees
    ARTICLE II  REPRESENTATIONS AND WARRANTIES




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ARTICLE III  CONDITIONS
  Approval of Bank Counsel
 Documentation
 (i)
    
    This Agreement and each promissory note or other instrument or document
required hereby.(ii)
    
    Certificate of Incumbency.(iii)
    
    Corporate Resolution: Borrowing.(iv)
    
    Security Agreement Equipment.(v)
    
    Continuing Security Agreement Rights to Payment and Inventory.(vi)
    
    Notice to Warehouse of Security Interest.(vii)
    
    Insurance Information Request form.(viii)
    
    Billing Invoice.(ix)
    
    Disbursement Order.(x)
    
    Such other documents as Bank may require under any other Section of this
Agreement.
 Financial Condition




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Insurance
  Compliance
 Documentation
 Additional Letter of Credit Documentation
 ARTICLE IV  AFFIRMATIVE COVENANTS
     (a)
    
    not later than 90 days after and as of the end of each fiscal year, an annual
audited and unqualified financial statement of Borrower, prepared by a certified public
accountant acceptable to Bank, to include Auditors report;(b)
    
    not later than 45 days after and as of the end of each fiscal quarter, a
financial statement of Borrower, prepared by Borrower, to include balance sheet and
income statement;(c)
    
    A Borrowing Base Certificate at the time of any request for an advance on the
Line of Credit and within 30 days after and as of each month end thereafter, so long as
any outstanding balance exists under the Line of Credit and one or both of the
following covenants are not met: (1) Total Liabilities divided by Tangible Net Worth
not greater than 1.0 with Total Liabilities defined as the aggregate of current
liabilities and non-current liabilities including deferred revenue less subordinated
debt, and Tangible Net Worth defined as the aggregate of total stockholders equity
plus subordinated debt less any intangible assets; and (2) Quick Ratio (Unrestricted
cash, unrestricted marketable securities and receivables convertible into cash) divided
by (Total current liabilities including deferred revenue liabilities and Line of Credit
outstandings) not less than 1.00 :1.0;(d)
    
    together with the financial statements submitted as per 4.3(a) and 4.3(b)
above, a compliance certificate, signed by the controller or vice president of the
Borrower, demonstrating in reasonable detail compliance (or noncompliance, as the case
may be) with the terms and conditions of the Credit Agreement, as amended from time to
time;(e)
    
    from time to time such other information as Bank my reasonably request.




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ARTICLE V  NEGATIVE COVENANTS
        ARTICLE VI  EVENTS OF DEFAULT




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ARTICLE VII  MISCELLANEOUS
   BORROWER:
    
    RENAISSANCE LEARNING, INC.2911 Peach StWisconsin Rapids, WI 54494-1905BANK:
    
    WELLS FARGO BANK, NATIONAL ASSOCIATION100 E Wisconsin Ave, Ste 1400Milwaukee, WI 53202-4107




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Arbitration
 Governing Rules




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No Waiver of Provisional Remedies, Self-Help and Foreclosure
 Arbitrator Qualifications and Powers
 Discovery
 Class Proceedings and Consolidations
 Payment Of Arbitration Costs And Fees .
 Miscellaneous




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WELLS FARGO BANK,RENAISSANCE LEARNING, INC.
    
    
    
    NATIONAL ASSOCIATIONBy:
    
    /s/ Mary T. Minch
    
    
    
    By:
    
    /s/ Phil NearyTitle: Senior Vice President-Finance
    
    
    
    Title: Senior Vice PresidentChief Financial Officer and Secretary