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                                                                   EXHIBIT 10.02

                                                                  EXECUTION COPY

                       FIFTH AMENDMENT TO CREDIT AGREEMENT

      This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), made and
entered into as of June 30, 2005, is by and among PLATO Learning, Inc., a
Delaware corporation ("PLI"), PLATO, Inc., a Delaware corporation ("PI"),
CyberEd, Inc., a Nevada corporation ("CyberEd"), TeachMaster Technologies, Inc.,
a South Dakota corporation ("TeachMaster"), NetSchools Corporation, a Delaware
corporation ("NetSchools"), and Lightspan, Inc., a Delaware corporation
("Lightspan" and collectively with PLI, PI, CyberEd, TeachMaster and NetSchools,
the "Borrowers" and each, a "Borrower"), the banks party to the Credit Agreement
described herein (individually, a "Bank" and, collectively, the "Banks") and
Wells Fargo Bank, National Association, a national banking association ("Wells
Fargo"), one of the Banks, as agent for the Banks (in such capacity, the
"Agent").

                                    RECITALS

            1. The Agent, the Banks and the Borrowers entered into a Credit
      Agreement dated as of December 20, 2001 as amended by the First Amendment
      to Credit Agreement dated as of January 8, 2003, the Second Amendment to
      Credit Agreement dated as of September 17, 2003, the Third Amendment and
      Consent Agreement dated as of November 14, 2003 and the Fourth Amendment
      to Credit Agreement dated as of June 10, 2004 (as the same may be further
      amended, restated, supplemented or otherwise modified from time to time,
      the "Credit Agreement").

            2. The Borrowers desire to amend certain provisions of the Credit
      Agreement, and Wells Fargo, as the only Bank and the Agent, has agreed to
      make such amendments, subject to the terms and conditions set forth in
      this Amendment.

                                    AGREEMENT

      NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby covenant
and agree to be bound as follows:

      SECTION 1. CAPITALIZED TERMS. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement, unless the context shall otherwise require.

      SECTION 2. AMENDMENTS. The Credit Agreement is hereby amended as follows:

      2.1   DEFINITIONS. Section 1.1 of the Credit Agreement is amended by
amending the definitions of "Maturity Date" and "Permitted Redemptions" to read
in their entireties as follows:

         "Maturity Date" means January 31, 2006.

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         "Permitted Redemptions" means repurchase and redemption of shares of
      stock of PLI, provided that: (a) no Default or Event of Default has
      occurred and continued at the time of such repurchase and redemption; and
      (b) the aggregate purchase price of all shares repurchased or redeemed
      shall not exceed $1,000,000 from June 30, 2005 through the Maturity Date,
      if (i) such repurchase and redemption is conducted in accordance with the
      redemption program approved by the Board of Directors of PLI; and (ii)
      proceeds of the Advances hereunder shall not be used to fund any of such
      repurchase and redemption.

         Section 1.1 of the Credit Agreement is further amended by deleting the
      definition of "Permitted Acquisition".

      2.2   RESTRICTED PAYMENTS. Section 6.5 of the Credit Agreement is amended
to read in its entirety as follows:

            Section 6.5 Restricted Payments. Either: (a) purchase or redeem or
      otherwise acquire for value any shares of the Borrowers' or any
      Subsidiary's stock, declare or pay any dividends thereon (other than stock
      dividends and dividends payable solely to the Borrowers), make any
      distribution on, or payment on account of the purchase, redemption,
      defeasance or other acquisition or retirement for value of, any shares of
      the Borrowers' or any Subsidiary's stock or set aside any funds for any
      such purpose (other than payment to, or an account of or for the benefit
      of, the Borrowers only), provided, however, that PLI may make Permitted
      Redemptions, made in accordance with the terms and limitations of the
      definition thereof; or (b) directly or indirectly make any payment on, or
      redeem, repurchase, defease, or make any sinking fund payment on account
      of, or any other provision for, or otherwise pay, acquire or retire for
      value, any Debt of the Borrowers or any Subsidiary that is subordinated in
      right of payment to the Loans (whether pursuant to its terms or by
      operation of law), except for regularly-scheduled payments of interest and
      principal (which shall not include payments contingently required upon
      occurrence of a change of control or other event) that are not otherwise
      prohibited hereunder or under the document or agreement stating the terms
      of such subordination.

      2.3   CONSOLIDATION AND MERGER: ASSET ACQUISITIONS. Section 6.8 of the
Credit Agreement is amended to read in its entirety as follows:

         Section 6.8 Consolidation and Merger: Asset Acquisitions. Consolidate
      with or merge into any Person, or permit any other Person to merge into
      it, or acquire (in a transaction analogous in purpose or effect to a
      consolidation or merger) all or substantially all the assets of any other
      Person, except for the merger of any Subsidiary of the Borrowers into a
      Borrower (provided such Borrower survives as the sole remaining entity) or
      the merger of any Borrower into any other Borrower (provided that if PLI
      is a party, it survives as the sole remaining entity).

      2.4   CONSOLIDATED TANGIBLE NET WORTH. Section 6.19 of the Credit
Agreement is amended to read in its entirety as follows:

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         Section 6.19 Consolidated Tangible Net Worth. Permit the Consolidated
      Tangible Net Worth at any time to be less than $20,000,000.

      2.5   DEBT SERVICE COVERAGE RATIO. Section 6.20 of the Credit Agreement is
amended to read in its entirety as follows:

         Section 6.20 Debt Service Coverage Ratio. Permit the Debt Service
      Coverage Ratio as of the end of each period of four consecutive fiscal
      quarters to be less than 2.00 to 1.00, commencing with the four fiscal
      quarter ending on or about July 31, 2005.

      2.6   LEVERAGE RATIO. Section 6.21 of the Credit Agreement is amended to
read in its entirety as follows:

         Section 6.21 Leverage Ratio. Permit the Leverage Ratio, determined as
      of the last day of each fiscal quarter of the Borrowers, to be less than
      3.00 to 1.00, commencing with the fiscal quarter ending on or about July
      31, 2005.

      SECTION 3. EFFECTIVENESS OF THIS AGREEMENT. The amendments contained in
this Amendment shall become effective upon delivery by each Borrower of, and
compliance by each Borrower with, the following:

      3.1   This Amendment duly executed by each Borrower.

      3.2   A copy of the resolutions of the Board of Directors of each of PLI,
PI, CyberEd, TeachMaster, NetSchools and Lightspan authorizing the execution,
delivery and performance of this Amendment certified as true and accurate by its
Secretary or Assistant Secretary, along with a certification by such Secretary
or Assistant Secretary (i) certifying that there has been no amendment to the
Certificate of Incorporation or Bylaws of such Borrower since true and accurate
copies of the same were delivered to the Agent with a certificate of the
Secretary of PLI, PI, CyberEd and TeachMaster dated December 19, 2001, with a
certificate of the Secretary of NetSchools dated January 8, 2003, and with a
certificate of the Secretary of Lightspan dated June 10, 2004, and (ii)
identifying each officer of such Borrower authorized to execute this Amendment
and any other instrument or agreement executed by such Borrower in connection
with this Amendment (collectively "Amendment Documents"), and certifying as to
specimens of such officer's signature and such officer's incumbency in such
offices as such officer holds.

      3.3   [A good standing certificate for each Borrower from the State of its
incorporation issued at a date acceptable to the Agent]

      3.4   A non-refundable amendment fee in the amount of $15,625.

      3.5   Certified copies of all documents evidencing any necessary corporate
action, consent or governmental or regulatory approval (if any) with respect to
this Amendment.

      3.6   The Borrowers shall have satisfied such other conditions as
specified by the Agent, including payment of all unpaid legal fees and expenses
incurred by the Agent through the date of this Amendment in connection with the
Credit Agreement and the Amendment Documents.

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      SECTION 4. REPRESENTATIONS, WARRANTIES, AUTHORITY, NO ADVERSE CLAIM.

      4.1 REASSERTION OF REPRESENTATIONS AND WARRANTIES, NO DEFAULT. Each
Borrower hereby represents that on and as of the date hereof and after giving
effect to this Amendment (a) all of the representations and warranties contained
in the Credit Agreement are true, correct and complete in all respects as of the
date hereof as though made on and as of such date, except for changes permitted
by the terms of the Credit Agreement and except for representations and
warranties made as of a specified date, and (b) there will exist no Default or
Event of Default under the Credit Agreement.

      4.2 AUTHORITY, NO CONFLICT, NO CONSENT REQUIRED. Each Borrower represents
and warrants that such Borrower has the power and legal right and authority to
enter into this Amendment and has duly authorized as appropriate the execution
and delivery of this Amendment and other agreements and documents executed and
delivered by such Borrower in connection herewith by proper corporate action,
and neither this Amendment nor the agreements contained herein contravenes or
constitutes a default under any agreement, instrument or indenture to which such
Borrower is a party or a signatory or a provision of such Borrower's Certificate
of Incorporation, Bylaws or any other agreement or requirement of law, or result
in the imposition of any Lien on any of its property under any agreement binding
on or applicable to such Borrower or any of its property except, if any, in
favor of the Banks. Each Borrower represents and warrants that no consent,
approval or authorization of or registration or declaration with any Person,
including but not limited to any governmental authority, is required in
connection with the execution and delivery by such Borrower of this Amendment or
other agreements and documents executed and delivered by such Borrower in
connection therewith or the performance of obligations of such Borrower therein
described, except for those which such Borrower has obtained or provided and as
to which such Borrower has delivered certified copies of documents evidencing
each such action to the Agent.

      4.3 NO ADVERSE CLAIM. Each Borrower warrants, acknowledges and agrees that
no events have taken place and no circumstances exist at the date hereof which
would give such Borrower a basis to assert a defense, offset or counterclaim to
any claim of the Agent or any Banks with respect to the Obligations.

      SECTION 5. AFFIRMATION OF CREDIT AGREEMENT, FURTHER REFERENCES,
AFFIRMATION OF SECURITY INTEREST. The Banks and each Borrower acknowledge and
affirm that the Credit Agreement is hereby ratified and confirmed in all
respects and all terms, conditions and provisions of the Credit Agreement, shall
remain unmodified and in full force and effect. Each Borrower confirms to the
Banks that the Obligations are and continue to be secured by the security
interest granted by such Borrower in favor of the Agent under the Security
Agreement executed by such Borrower, and all of the terms, conditions,
provisions, agreements, requirements, promises, obligations, duties, covenants
and representations of such Borrower under such documents and any and all other
documents and agreements entered into with respect to the obligations under the
Credit Agreement are incorporated herein by reference and are hereby ratified
and affirmed in all respects by such Borrower.

      SECTION 6. MERGER AND INTEGRATION, SUPERSEDING EFFECT. This Amendment from
and after the date hereof, embodies the entire agreement and understanding
between the parties

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hereto and supersedes and has merged into this Amendment all prior oral and
written agreements on the same subjects by and between the parties hereto with
the effect that this Amendment shall control with respect to the specific
subjects hereof and thereof.

      SECTION 7. SEVERABILITY. Whenever possible, each provision of this
Amendment and any other statement, instrument or transaction contemplated hereby
or thereby or relating hereto or thereto shall be interpreted in such manner as
to be effective, valid and enforceable under the applicable law of any
jurisdiction, but, if any provision of this Amendment or any other statement,
instrument or transaction contemplated hereby or thereby or relating hereto or
thereto shall be held to be prohibited, invalid or unenforceable under the
applicable law, such provision shall be ineffective in such jurisdiction only to
the extent of such prohibition, invalidity or unenforceability, without
invalidating or rendering unenforceable the remainder of such provision or the
remaining provisions of this Amendment or any other statement, instrument or
transaction contemplated hereby or thereby or relating hereto or thereto in such
jurisdiction, or affecting the effectiveness, validity or enforceability of such
provision in any other jurisdiction.

      SECTION 8. SUCCESSORS. This Amendment shall be binding upon the Borrowers,
the Agent and the Banks and their respective successors and assigns, and shall
inure to the benefit of the Borrowers, the Agent and the Banks and the
successors and assigns of the Agent and the Banks.

      SECTION 9. LEGAL EXPENSES. As provided in Section 9.4 of the Credit
Agreement, the Borrowers jointly and severally agree to reimburse the Agent,
upon execution of this Amendment, for all reasonable out-of-pocket expenses
(including attorney' fees and legal expenses of Dorsey & Whitney LLP, counsel
for the Agent) incurred in connection with the Credit Agreement, including in
connection with the negotiation, preparation and execution of this Amendment and
all other documents negotiated, prepared and executed in connection with this
Amendment.

      SECTION 10. HEADINGS. The headings of various sections of this Amendment
have been inserted for reference only and shall not be deemed to be a part of
this Amendment.

      SECTION 11. COUNTERPARTS. This Amendment may be executed in several
counterparts as deemed necessary or convenient, each of which, when so executed,
shall be deemed an original, provided that all such counterparts shall be
regarded as one and the same document, and either party to this Amendment may
execute any such agreement by executing a counterpart of such agreement.

      SECTION 12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MINNESOTA, EXCEPT TO THE
EXTENT THE LAW OF ANY OTHER JURISDICTION APPLIES AS TO THE PERFECTION OR
ENFORCEMENT OF ANY SECURITY INTEREST IN ANY COLLATERAL AND EXCEPT TO THE EXTENT
EXPRESSLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT.

                  [Remainder of page intentionally left blank.]

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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date and year first above written.

                                        PLATO LEARNING, INC.

                                        By: ___________________________________
                                        Title: ________________________________

                                        PLATO, INC.

                                        By: ___________________________________
                                        Title: ________________________________

                                        CYBERED, INC.

                                        By: ___________________________________
                                        Title: ________________________________

                                        TEACHMASTER TECHNOLOGIES, INC.

                                        By: ___________________________________
                                        Title: ________________________________

                                        NETSCHOOLS CORPORATION

                                        By: ___________________________________
                                        Title: ________________________________

                                        LIGHTSPAN, INC.

                                        By: ___________________________________
                                        Title: ________________________________

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                                        WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                        as Agent and as Bank

                                        By: ___________________________________
                                        Title: ________________________________

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