Exhibit 10.5

                                VOTING AGREEMENT

     VOTING AGREEMENT dated February __, 2001 (as amended, this "Voting
Agreement") is by and between PLATO LEARNING, INC., a Delaware corporation
("Parent"), and ______________ and ____________ (collectively, the
"Stockholders" and each individually is a "Stockholder").

                                    RECITALS

     WHEREAS, concurrent with the execution of this Voting Agreement, Parent,
WASATCH INTERACTIVE LEARNING CORPORATION, a Washington corporation (the
"Company"), and WILC ACQUISITION CORPORATION, a Delaware corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"), have entered into an Agreement
and Plan of Merger dated of even date herewith (as amended from time to time,
the "Merger Agreement") pursuant to which the Merger Sub will be merged with and
into the Company, with the Company continuing as the surviving corporation and
as a direct wholly-owned subsidiary of Parent (the "Merger");

     WHEREAS, the Stockholders are the record and beneficial owners of _________
shares of common stock, par value $0.0001 per share, of the Company (the
"Shares") in the amounts set forth opposite the Stockholder's name and signature
on the signature page hereof; and

     WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent desires that each of the Stockholders agrees, and each of the
Stockholders is willing to agree, to enter into this Voting Agreement.

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parent and each of the Stockholders, intending to be legally
bound, hereby agree as follows:

     1. Certain Definitions.  In addition to the terms defined elsewhere herein,
capitalized terms used and not defined herein have the respective meanings
ascribed to them in the Merger Agreement. For purposes of this Voting Agreement:

          (a) "Affiliate" means, as to any specified Person, (i) any
     stockholder, equity holder, officer, or director of such Person and their
     family members or (ii) any other Person which, directly or indirectly,
     controls, is controlled by, employed by or is under common control with,
     any of the foregoing. For the purposes of this definition, "control" means
     the possession of the power to direct or cause the direction of the
     management and policies of such Person, whether through the ownership of
     voting securities, by contract or otherwise.

          (b) "Beneficially Own" or "Beneficial Ownership" with respect to any
     securities means having "beneficial ownership" of such securities as
     determined pursuant to Rule 13d-3 under the Securities Exchange Act of
     1934, as amended (the "Exchange Act"), including pursuant to any agreement,
     arrangement or understanding, whether or not in writing. Without
     duplicative counting of the same securities by the same holder, securities
     Beneficially Owned by a Person shall include securities Beneficially Owned
     by all other Persons with whom such Person would constitute a "group" as
     within the meanings of Section 13(d)(3) of the Exchange Act.

          (c) "Person" means any individual, corporation, partnership, limited
     liability company, joint venture, association, joint stock company, trust
     (including any beneficiary thereof), unincorporated organization or
     government or any agency or political subdivision thereof.

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     2. Disclosure. Each of the Stockholders hereby agrees to permit the Company
and Parent to publish and disclose in the S-4 Registration Statement and the
Proxy Statement (including all documents and schedules filed with the SEC), and
any press release or other disclosure document which Parent and the Company
reasonably determine to be necessary or desirable in connection with the Merger
and any transactions related thereto, each Stockholder's identity and ownership
of the Shares and the nature of each Stockholder's commitments, arrangements and
understandings under this Voting Agreement.

     3. Voting of Company Stock. Each of the Stockholders hereby irrevocably
agrees that, during the period commencing on the date hereof and continuing
until the first to occur of (a) the Effective Time or (b) the termination of the
Merger Agreement in accordance with its terms (the "Termination Date"), at any
meeting of the holders of the Shares, however called, or in connection with any
written consent of the holders of the Shares, he or she shall vote (or cause to
be voted) the Shares held of record or Beneficially Owned by the Stockholder,
whether heretofore owned or hereafter acquired: (i) in favor of approval of the
Merger, adoption of the Merger Agreement and any actions required in furtherance
thereof and hereof by the stockholders of the Company; (ii) against any action
or agreement that would result in a breach in any respect of any covenant,
representation or warranty, or any other obligation or agreement, of the Company
under the Merger Agreement or any Stockholder under this Voting Agreement; and
(iii) except as otherwise agreed to in writing in advance by Parent, against the
following actions (other than the Merger and the transactions contemplated by
this Voting Agreement and the Merger Agreement): (A) any extraordinary corporate
transaction, such as a merger, consolidation or other business combination
involving the Company; (B) a sale, lease or transfer of a material amount of
assets of the Company, or a reorganization, recapitalization, dissolution,
winding up, extraordinary dividend or distribution or liquidation of the
Company; (C)(1) any change in a majority of the individuals who constitute the
Company's Board of Directors; (2) any change in the present capitalization of
the Company or any amendment of the Company's Articles of Incorporation or
By-Laws; (3) any material change in the Company's corporation structure or
business; or (4) any other action which, in the case of each of the matters
referred to in clauses (C)(1), (2) or (3), is intended, or could reasonably be
expected, to impede, interfere with, delay, postpone, or materially and
adversely affect the Merger and the transactions contemplated by this Voting
Agreement and the Merger Agreement. Each of the Stockholders agrees that the
obligations under this Voting Agreement are unconditional and will remain in
full force and effect notwithstanding that the Company may have received an
Acquisition Proposal or that the Board of Directors of the Company may have
withdrawn or amended its recommendation and approval of the Merger. Further,
none of the Stockholders will enter into any agreement or understanding with any
Person the effect of which would be inconsistent with or violative of any
provision contained in this Section 3.

     4. Grant of Proxy; Appointment of Proxy.

          (a) Each of the Stockholders hereby irrevocably grants to, and
     appoints, John Murray and John M. Buske in their respective capacities as
     officers of Parent and to any individual who shall hereafter succeed to any
     such officer of Parent, such Stockholder's proxy and attorney-in-fact (with
     full power of substitution), for and in the name, place and stead of such
     Stockholder, to vote such Stockholder's Shares, or grant a consent or
     approval in respect of such Shares as set forth in Section 3 hereof. None
     of the Stockholders shall have any claim against such proxy and
     attorney-in-fact, for any action taken, decision made or instruction given
     by such proxy and attorney-in-fact in accordance with this Voting
     Agreement.

          (b) Each of the Stockholders understands and acknowledges that Parent
     is entering into the Merger Agreement in reliance upon such irrevocable
     proxy. Each of the Stockholders hereby affirms that the irrevocable proxy
     set forth in this Section 4 is given to secure the performance of

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     the duties of the Stockholder under this Voting Agreement. Each of the
     Stockholders hereby affirms that the irrevocable proxy is coupled with an
     interest and may under no circumstances be revoked. Each of the
     Stockholders hereby ratifies and confirms that such irrevocable proxy may
     lawfully do or cause to be done by virtue hereof.

     5. Covenants, Representations and Warranties of each Stockholder. Each of
the Stockholders hereby represents and warrants (with respect to such
Stockholder only and not with respect to each other Stockholder) to, and agrees
with, Parent as follows:

          (a) Ownership of Shares. Such Stockholder is the sole record and
     Beneficial Owner of the number of Shares set forth opposite such
     Stockholder's name on the signature page hereof. On the date hereof, the
     Shares set forth opposite the Stockholder's name on the signature page
     hereof constitute all of the Shares owned of record or Beneficially Owned
     by such Stockholder or with respect to which such Stockholder has voting
     power by proxy, voting agreement, voting trust or other similar instrument.
     Such Stockholder has, and will have at any time from the date hereof until
     the date that Section 3 is no longer in effect, sole voting power and sole
     power to issue instructions with respect to the matters set forth in
     Section 3 hereof, sole power of disposition, sole power of conversion, sole
     power to demand appraisal rights and sole power to agree to all of the
     matters set forth in this Voting Agreement, in each case with respect to
     all of the Shares set forth opposite such Stockholder's name on the
     signature page hereof, with no limitations, qualifications or restrictions
     on such rights, subject to applicable securities laws, and the terms of
     this Voting Agreement.

          (b) Authorization. Such Stockholder has and will have the legal
     capacity, power and authority to enter into and perform all of such
     Stockholder's obligations under this Voting Agreement. The execution,
     delivery and performance of this Voting Agreement by such Stockholder will
     not violate any other agreement to which such Stockholder is a party
     including, without limitation, any voting agreement, stockholders
     agreement, voting trust, trust or similar agreement. This Voting Agreement
     has been duly and validly executed and delivered by such Stockholder and
     constitutes a valid and binding agreement enforceable against such
     Stockholder in accordance with its terms. There is no beneficiary or holder
     of a voting trust certificate or other interest of any trust of which such
     Stockholder is a trustee whose consent is required for the execution and
     delivery of this Voting Agreement or the consummation by such Stockholder
     of the transactions contemplated hereby. If such Stockholder is married and
     such Stockholder's Shares constitute community property, this Voting
     Agreement has been duly authorized, executed and delivered by, and
     constitutes a valid and binding agreement of, such Stockholder's spouse,
     enforceable against such person is accordance with its terms.

          (c) No Conflicts. (i) No filing with, and no permit, authorization,
     consent or approval of, any state or federal public body or authority is
     necessary for the execution of this Voting Agreement by such Stockholder
     and the consummation by such Stockholder of the transactions contemplated
     hereby and (ii) none of the execution and delivery of this Voting Agreement
     by such Stockholder, the consummation by such Stockholder of the
     transactions contemplated hereby or compliance by such Stockholder with any
     of the provisions hereof shall (A) conflict with or result in any breach of
     the organizational documents of such Stockholder (if applicable), (B)
     result in a violation or breach of, or constitute (with or without notice
     or lapse of time or both) a default (or give rise to any third party right
     of termination, cancellation, material modification or acceleration) under
     any of the terms, conditions or provisions of any note, bond, mortgage,
     indenture, license, contract, commitment, arrangement, understanding,
     agreement or other instrument or obligation of any kind to which such
     Stockholder is a party or by which such Stockholder or any of its
     properties or assets may be bound, or (C) violate any order, writ

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     injunction, decree, judgment, order, statute, rule or regulation applicable
     to such Stockholder or any of its properties or assets.

          (d) No Encumbrances. Except as applicable in connection with the
     transactions contemplated by Sections 3 and 4 hereof, such Stockholder's
     Shares at all times during the term hereof will be Beneficially Owned by
     such Stockholder, free and clear of all liens, claims, security interests,
     proxies, voting trusts or agreements, understandings or arrangements or any
     other encumbrances whatsoever.

          (e) No Solicitation.  Such Stockholder agrees not to take any action
     inconsistent with or in violation of Section 6.2 of the Merger Agreement.

          (f) Restriction on Transfer, Proxies and Non-Interference. Such
     Stockholder shall not, directly or indirectly (i) except as contemplated by
     the Merger Agreement, offer for sale, sell, transfer, tender, pledge,
     encumber, assign or otherwise dispose of, or enter into any contract,
     option or other arrangement or understanding with respect to or consent to
     the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment
     or other disposition of, any or all of any such Stockholder's Shares or any
     interest therein, (ii) except as contemplated by this Voting Agreement,
     grant any proxies or powers of attorney, deposit any Shares into a voting
     trust or enter into a voting agreement with respect to the Shares, or (iii)
     take any action that would make any representation or warranty of such
     Stockholder contained herein untrue or incorrect or have the effect of
     preventing or disabling such Stockholder from performing such Stockholder's
     obligations under this Voting Agreement.

          (g) Reliance by Parent. Such Stockholder understands and acknowledges
     that Parent is entering into the Merger Agreement in reliance upon such
     Stockholder's execution and delivery of this Stockholder Agreement.

     6. Stop Transfer Legend.

          (a) Each of the Stockholders agrees and covenants to Parent that such
     Stockholder shall not request that the Company register the transfer
     (book-entry or otherwise) of any certificate or uncertificated interest
     representing any of such Stockholder's Shares, unless such transfer is made
     in compliance with this Voting Agreement.

          (b) Without limiting the covenants set forth in paragraph (a) above,
     in the event of a stock dividend or distribution, or any change in Shares
     by reason of any stock dividend, split-up, recapitalization, combination,
     exchange of shares or the like, other than pursuant to the Merger, the term
     "Shares" shall be deemed to refer to and include the Shares into which or
     for which any or all of the Shares may be changed or exchanged and
     appropriate adjustments shall be made to the terms and provisions of this
     Voting Agreement.

     7. Further Assurances. From time to time, at Parent's request and without
further consideration, each Stockholder shall execute and deliver such
additional documents and take all such further lawful action as may be necessary
or desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Voting Agreement.

     8. Stockholder Capacity. If any Stockholder is or becomes during the term
hereof a director or an officer of the Company, such Stockholder makes no
agreement or understanding herein in his capacity as such director or officer.
Each of the Stockholders signs solely in his or her capacity as the record and
Beneficial Owner of the Stockholder's Shares.

     9. Termination.  Except as otherwise provided herein, the covenants and
agreements contained herein with respect to the Shares shall terminate upon the
earlier of (a) the Termination Date or (b) the Effective Time.

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     10. Miscellaneous.

          (a) Entire Agreement. This Voting Agreement constitutes the entire
     agreement among the parties with respect to the subject matter hereof and
     supersedes all other prior agreements and understandings, both written and
     oral, between the parties with respect to the subject matter hereof.

          (b) Certain Events. Subject to Section 5(f) hereof, each of the
     Stockholders agrees that this Voting Agreement and the obligations
     hereunder shall attach to each such Stockholder's Shares and shall be
     binding upon any Person to which legal or Beneficial Ownership of such
     Shares shall pass, whether by operation of law or otherwise, including
     without limitation, each Stockholder's heirs, guardians, administrators or
     successors. Notwithstanding any such transfer of Shares, the transferor
     shall remain liable for the performance of all obligations under this
     Voting Agreement.

          (c) Assignment. This Voting Agreement shall not be assigned by
     operation of law or otherwise without the prior written consent of Parent
     in the case of an assignment by any Stockholder and each Stockholder in the
     case of any assignment by Parent; provided that Parent may assign, in its
     sole discretion, its rights and obligations hereunder to any direct or
     indirect wholly owned subsidiary of Parent, but no such assignment shall
     relieve Parent of its obligations hereunder if such assignee does not
     perform such obligations.

          (d) Amendment and Modification. This Voting Agreement may not be
     amended, changed, supplemented, waived or otherwise modified or terminated,
     except upon the execution and delivery of a written agreement executed by
     the parties hereto affected by such amendment.

          (e) Notices. Any notice or other communication required or which may
     be given hereunder shall be in writing and delivered (i) personally, (ii)
     via telecopy, (iii) via overnight courier (providing proof of delivery) or
     (iv) via registered or certified mail (return receipt requested). Such
     notice shall be deemed to be given, dated and received (i) when so
     delivered personally, via telecopy upon confirmation, or via overnight
     courier upon actual delivery or (ii) two days after the date of mailing, if
     mailed by registered or certified mail. Any notice pursuant to this section
     shall be delivered as follows:

If to the Stockholder to the address set forth for the Stockholder on the
signature page to this Voting Agreement.

        If to Parent:

        PLATO Learning, Inc.
        10801 Nesbitt Avenue South
        Bloomington, Minnesota 55437
        Attn: John M. Buske
        Facsimile: (952) 832-1208

        with a copy to:

        Winston & Strawn
        35 West Wacker Drive
        Chicago, Illinois 60601
        Attn: Leland E. Hutchinson or Gregory J. Bynan
        Facsimile: (312) 558-5700

          (f) Severability. Whenever possible, each provision or portion of any
     provision of this Stockholder Agreement will be interpreted in such a
     manner as to be effective and valid under applicable law but if any
     provision or portion of any provision of this Voting Agreement is held

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     to be invalid, illegal or unenforceable in any respect under any applicable
     law or rule in any jurisdiction, such invalidity, illegality or
     unenforceability will not affect any other provision or portion of any
     provision of this Voting Agreement in such jurisdiction, and this Voting
     Agreement will be reformed, construed and enforced in such jurisdiction as
     if such invalid, illegal or unenforceable provision or portion of any
     provision had never been contained herein.

          (g) Specific Performance. The parties hereto agree recognize and
     acknowledge that a breach by it of any covenants or agreements contained in
     this Stockholder Agreement will cause the other party to sustain damages
     for which it would not have an adequate remedy at law for money damages,
     and therefore each of the parties hereto agrees that in the event of any
     such breach the aggrieved party shall be entitled to the remedy of specific
     performance of such covenants and agreements and injunctive and other
     equitable relief in addition to any other remedy to which it may be
     entitled, at law or in equity.

          (h) Remedies Cumulative. All rights, powers and remedies provided
     under this Voting Agreement or otherwise available in respect hereof at law
     or in equity shall be cumulative and not alternative, and the exercise of
     any such rights, powers or remedies by any party shall not preclude the
     simultaneous or later exercise of any other such right, power or remedy by
     such party.

          (i) No Waiver. The failure of any party hereto to exercise any right,
     power or remedy provided under this Voting Agreement or otherwise available
     in respect hereof at law or in equity, or to insist upon compliance by any
     other party hereto with its obligations hereunder, and any custom or
     practice of the parties at variance with the terms hereof, will not
     constitute a waiver by such party of its right to exercise any such or
     other right, power or remedy or to demand such compliance.

          (j) No Third Party Beneficiaries.  This Voting Agreement is not
     intended to confer upon any person other than the parties hereto any rights
     or remedies hereunder.

          (k) Governing Law.  This Voting Agreement will be governed and
     construed in accordance with the laws of the State of Delaware, without
     giving effect to the principles of conflict of laws thereof.

          (l) Waiver of Jury Trial.  EACH PARTY HERETO HEREBY WAIVES ANY RIGHT
     TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING IN
     CONNECTION WITH THIS VOTING AGREEMENT.

          (m) Description Headings.  The description headings used herein are
     for convenience of reference only and are not intended to be part of or to
     affect the meaning or interpretation of this Voting Agreement.

          (n) Counterparts. This Voting Agreement may be executed in
     counterparts, each of which will be considered one and the same Voting
     Agreement and will become effective when such counterparts have been signed
     by each of the parties and delivered to the other parties, it being
     understood that all parties need not sign the same counterpart.

          (o) Recovery of Attorney's Fees. In the event of any litigation
     between the parties relating to this Voting Agreement, the prevailing party
     shall be entitled to recover its reasonable attorney's fees and costs
     (including court costs) from the non-prevailing party, provided that if
     both parties prevail in part, the reasonable attorney's fees and costs
     shall be awarded by the court in such a manner as it deems equitable to
     reflect the relative amounts and merits of the parties' claims.

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     IN WITNESS WHEREOF, Parent and each of the Stockholders have caused this
Voting Agreement to be duly executed as of the day and year first above written.

                                            PLATO LEARNING, INC.


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                                            Name:
                                            Title:


                                            STOCKHOLDERS:


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