Exhibit 10.2

                               AMENDMENT NO. 1 TO
                          AGREEMENT AND PLAN OF MERGER

     AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated
as of February 20, 2001, by and among PLATO LEARNING, INC., a Delaware
corporation ("Parent"), WILC ACQUISITION CORPORATION, a Delaware corporation and
a wholly-owned subsidiary of Parent ("Merger Sub"), and WASATCH INTERACTIVE
LEARNING CORPORATION, a Washington corporation (the "Company"). Parent, Merger
Sub and the Company are referred to collectively herein as the "Parties".

                                    RECITALS

     WHEREAS, Parent, Merger Sub and the Company are parties to that certain
Agreement and Plan of Merger, dated as of January 31, 2001 (the "Agreement"),
pursuant to which the parties thereto have agreed, among other things, to merge
Merger Sub with and into the Company;

     WHEREAS, Parent, Merger Sub and the Company have mutually agreed to
restructure the merger as contemplated by the Agreement and merge the Company
with and into the Merger Sub, and wish to amend the Agreement to reflect such
restructuring;

     WHEREAS, Parent, Merger Sub and the Company also desire to amend certain
other provisions of the Agreement; and

     NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants and agreements set forth herein, the Parties hereby agree as follows:

     1. Amendments.

     (a) Section 1.1 is hereby deleted in its entirety and replaced with the
following:

          "1.1 The Merger. Upon the terms and subject to the conditions set
     forth in this Agreement, and in accordance with the Delaware General
     Corporation Law, as amended (the "DGCL"), and the Washington Business
     Corporation Act, as amended (the "WBCA"), at the Effective Time, the
     Company shall be merged with and into the Merger Sub, the separate
     corporate existence of the Company shall thereupon cease and the Merger Sub
     shall continue as the surviving corporation and shall succeed to and assume
     all the rights and obligations of the Company in accordance with the DGCL
     and the WBCA. The Merger Sub, as the surviving corporation after the
     consummation of the Merger, is sometimes hereinafter referred to as the
     "Surviving Corporation." The name of the Surviving Corporation shall be
     changed at the Effective Time (as hereafter defined) or as soon as
     practicable following the Effective Time to "Wasatch Interactive Learning
     Corporation".";

     (b) Section 6.1(b)(ii) of the Agreement is hereby deleted in its entirety
and replaced with the following:

          "(ii) except for shares to be issued upon (A) exercise of outstanding
     options as contemplated pursuant to Section 6.14, (B) exercise of
     outstanding warrants, or (C) issuance or delivery of the number of Company
     Shares to National Financial Communications Corp, doing business as OTC
     Financial Network, a Massachusetts corporation ("NFCC"), in connection with
     the Company's termination of that certain Consulting Agreement by and
     between the Company and NFCC, dated as of November 6, 2000 (the "NFCC
     Agreement"), or any acceleration thereof, determined in accordance with the
     terms and conditions thereof, issue, deliver, sell, dispose of, pledge or
     otherwise encumber, or authorize or propose the issuance, sale, disposition
     or pledge or other encumbrance of (1) any additional shares of capital
     stock of any class, or any securities or rights convertible into,
     exchangeable for, or evidencing the right to subscribe for any

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     shares of capital stock, or any rights, warrants, options, calls,
     commitments or any other agreements of any character to purchase or acquire
     any shares of capital stock or any securities or rights convertible into,
     exchangeable for, or evidencing the right to subscribe for, any shares of
     capital stock, or (2) any other securities in respect of, in lieu of, or in
     substitution for, shares outstanding on the date of this Agreement;";

     (c) Section 6.1(b)(viii) of the Agreement is hereby deleted in its entirety
and replaced with the following:

          "(viii) except for (A) the incurrence of indebtedness as a result of
     the issuance, transfer or reissuance of the Debentures and Debenture
     Warrants to the Parent or Merger Sub, or any transfer thereof, in
     accordance with Sections 6.16 and 6.22, or (B) other than in the ordinary
     course of business consistent with past practice, incur any indebtedness
     for borrowed money or guarantee any such indebtedness or make any loans,
     advances or capital contributions to, or investments in, any other
     Person;";

     (d) Section 6.1(b)(xii) of the Agreement is hereby deleted in its entirety
and replaced with the following:

          "(xii) enter into, amend, modify, terminate (partially or completely),
     grant any waiver under or give any consent with respect to any contract or
     license not consistent with past practices of the Company except pursuant
     to this Section 6.1(b);";

     (e) Section 6.16 of the Agreement is hereby deleted in its entirety and
replaced with the following:

          "6.16 Debentures. The Company shall (i) comply with all redemption
     obligations of the Debentures (including, without limitation, the monthly
     redemption of US$50,000 of principal and accrued interest) and (ii) (A) use
     reasonable efforts to redeem in full all amounts due and owing (including,
     without limitation, the outstanding principal and interest) to the holders
     of the Debentures, each as of and including the date of repayment in
     accordance with the terms of the Debenture or pursuant to terms and
     conditions reasonably satisfactory to Parent or Merger Sub; provided,
     however, that the Company's obligations to make any redemption in excess of
     existing obligations of the Company shall be subject to the availability of
     resources therefor provided by any Person, including the Parent or Merger
     Sub, on terms reasonably satisfactory to the parties hereto and on terms no
     less favorable to the Company than those currently in force with respect to
     the Debentures and Debenture Warrants, or (B) permit a sale or transfer of
     the Debentures and Debenture Warrants to Parent or Merger Sub pursuant to
     terms and conditions between Parent or Merger Sub and the current holder of
     the Debentures and Debenture Warrants reasonably satisfactory to Parent or
     Merger Sub.";

     (f) Section 6.22 of the Agreement is hereby deleted in its entirety and
replaced with the following:

          "6.22 Purchase or Assumption of Debentures and Debenture Warrants by
     Parent or Merger Sub.

          (a) At any time after the date of this Agreement prior to the
     termination of this Agreement, the Parent or Merger Sub may, in the
     Parent's sole discretion, purchase, assume or accept by sale or transfer
     the Debentures and Debenture Warrants and all amounts due and owing
     thereunder, on terms and conditions between Parent or Merger Sub and the
     current holder of the Debentures and Debenture Warrants satisfactory to the
     Parent or Merger Sub, as the case may be.

          (b) In the event the Parent or Merger Sub purchases, assumes or
     accepts by transfer or sale the Debenture and Debenture Warrants and all
     amounts due and owing thereunder, the

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     Company hereby agrees to (i) immediately permit or consent to the sale or
     transfer, as the case may be, to the Parent or Merger Sub, as the case may
     be, the Debentures and Debenture Warrants, and (ii) use reasonable efforts
     to facilitate any such purchase, assumption or acceptance by sale or
     transfer.";

     (g) The Agreement is hereby amended to include new Section 6.23 in its
entirety:

          "6.23 NFCC Agreement. Prior to the ten (10) day period preceding the
     Effective Time, the Company shall terminate the NFCC Agreement and issue
     and deliver to NFCC any and all Company Shares due and owing to NFCC
     relating to the NFCC Agreement or any transactions contemplated thereby, in
     full and complete satisfaction of the Company's obligations relating to the
     NFCC Agreement or any transaction contemplated thereby, each in accordance
     with the terms and conditions therein.";

     (h) Section 8.3 of the Agreement is hereby deleted in its entirety and
replaced with the following:

          "8.3 Termination by the Company. This Agreement may be terminated upon
     written notice to Parent, and the Merger may be abandoned, at any time
     prior to the Effective Time, by action of the Board of Directors of the
     Company, if (A) Parent shall have breached or failed to perform any of the
     representations, warranties, covenants or other agreements contained in
     this Agreement, or if any representation or warranty of Parent shall have
     become untrue, in either case such that (i) the condition set forth in
     Section 7.2(a) or (b) would not be satisfied as of the time of such breach
     or as of such time as such representation or warranty shall have become
     untrue and (ii) such breach or failure to be true has not been or is
     incapable of being cured within twenty (20) business days following receipt
     by Parent of notice of such breach or failure to comply or (B) all of the
     Debentures shall not have been redeemed by the Company or purchased,
     accepted by or transferred to Parent or Merger Sub, in any such case,
     within 90 days after the date of this Agreement unless such failure to
     redeem, purchase or transfer is the result of the failure of the Company to
     make such redemption, or consent to such sale or transfer either (i) at a
     time when the resources for such redemption or purchase have been provided
     by or available on terms reasonably satisfactory to the parties hereto and
     on terms no less favorable to the Company than those currently in force
     with respect to the Debentures and Debenture Warrants from any Person,
     including the Parent or the Merger Sub, (ii) any Person has arranged or
     facilitated the purchase or transfer pursuant to Section 6.22, or (iii) in
     violation of either Section 6.16 or 6.22.";

     (i) The Agreement is hereby amended to include new Company Disclosure
Schedule for Section 5.1(f), 5.1(h) and Section 5.1(m)(ii) attached hereto.

     (j) The Agreement is hereby amended to include new Schedule 6.4 attached
hereto.

     2. Effectiveness of Amendment. This Amendment shall be deemed to be an
amendment to the Agreement in accordance with Section 9.03 of the Agreement.
Except as specifically amended above, the Agreement shall continue in full force
and effect and is hereby ratified and confirmed in all respects. Nothing
contained herein shall be deemed to modify any provision of the Agreement except
as otherwise expressly provided herein. Each reference in this Amendment to
"this Agreement", "hereunder","hereof", "herein" and words of similar import
shall mean and be a reference to the Agreement, as amended hereby.

     3. Counterparts. For the convenience of the parties hereto, this Amendment
may be executed in any number of counterparts, each such counterpart being
deemed to be an original instrument, and all such counterparts shall together
constitute the same agreement.

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     4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.

     5. Parties in Interest. This Amendment shall be binding upon and inure
solely to the benefit of each Party hereto and their respective successors and
assigns

     6. Captions. The Article, Section and paragraph captions herein are for
convenience of reference only, do not constitute part of this Amendment and
shall not be deemed to limit or otherwise affect any of the provisions hereof.

                            [Signature Page Follows]
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     IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
the duly authorized officers of the Parties hereto and shall be effective as of
the date first herein above written.

                                  PLATO LEARNING, INC.

                                  By:
                                                   /s/ JOHN M. BUSKE
                                       ----------------------------------------
                                       Name:  John M. Buske
                                       Title: Vice President Finance and Chief
                                              Financial Officer

                                  WILC ACQUISITION CORPORATION

                                  By:
                                                   /s/ JOHN M. BUSKE
                                       ----------------------------------------
                                       Name:  John M. Buske
                                       Title: Vice President Finance and Chief
                                              Financial Officer

                                  WASATCH INTERACTIVE LEARNING CORPORATION
                                  By:

                                              /s/ TODD F. BRASHEAR
                                  ---------------------------------------------
                                       Name:  Todd F. Brashear
                                       Title: Chief Financial Officer