PLATO LEARNING INC
OMNIBUS ACKNOWLEDGEMENT AND AGREEMENT
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>3
<FILENAME>c59557ex10-34.txt
<DESCRIPTION>OMNIBUS ACKNOWLEDGEMENT AND AGREEMENT
<TEXT>

<PAGE>   1



                      OMNIBUS ACKNOWLEDGEMENT AND AGREEMENT

         This agreement (this "Agreement") is entered into as of December __,
2000 by and among Plato, Inc. (f/k/a The Roach Organization, Inc.), a Delaware
corporation ("Plato"), Plato Learning (Canada), Inc. (f/k/a TRO Learning
(Canada), Inc.), a Canadian corporation ("Plato Canada"), CyberEd, Inc., a
Nevada corporation ("CyberEd", and together with Plato and Plato Canada each
individually a "Borrower" and collectively the "Borrowers"), Plato Learning,
Inc. (f/k/a TRO Learning, Inc.), a Delaware corporation ("Guarantor"), First
Source Financial LLP, an Illinois limited liability partnership, both
individually ("FSF") and as lender ("Lender") (this and all other capitalized
terms not defined herein shall have the meanings set forth in the Credit
Agreement described below) and General Electric Capital Corporation, a New York
corporation ("GE Capital").

                                    RECITALS

         WHEREAS, the Borrowers and FSF have entered into a Secured Credit
Agreement dated as of February 26, 1999 (as heretofore or hereafter amended,
modified, supplemented or restated, the "Credit Agreement") and the Guarantor
has executed a Guaranty dated as of February 26, 1999 (the "Guaranty") and a
Negative Pledge Agreement dated as of February 26, 1999 (the "Negative Pledge
Agreement") pursuant to which the Guarantor guaranteed the indebtedness under
the Credit Agreement and agreed not to grant any Encumbrance to any person with
respect to the outstanding capital stock of Plato,

         WHEREAS, FSF has assigned 100% of its interest as Lender to GE Capital
pursuant to an Assignment and Assumption Agreement dated as of December __, 2000
and GE Capital is now the Lender under the Credit Agreement and the parties
hereto desire to amend the Credit Agreement and the Related Documents
accordingly.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties hereto hereby agree as
follows:


         1. Reference to the Credit Agreement and Related Documents. The parties
hereto acknowledge and agree that any references to "First Source Financial LLP"
or "Lender" in the Credit Agreement and any of the other Related Documents and
all other agreements, documents or instruments previously, or hereafter executed
and delivered pursuant to the terms thereof shall mean a reference to GE Capital
individually or GE Capital, as lender, as applicable. The Borrowers and the
Guarantor agree to execute all documents GE Capital reasonably believes are
desirable to evidence its appointment as the successor Lender.

         2. Waiver and Amendment of Amendment, Joinder and Assumption Agreement.
               (a) Subject to the satisfaction of the terms and conditions of
         Schedule 3 ("Schedule 3") to Amendment, Joinder and Assumption
         Agreement dated as of July 21, 2000 (the "Amendment"), as amended by
         Section 2(b) hereof, Lender hereby waives any Default or Event of
         Default that may exist on the date hereof due to the inability of
         Borrowers to deliver the items listed in paragraphs 1, 2 and 3 of
         Schedule 3.


<PAGE>   2

              (b) Paragraphs 1, 2 and 3 of Schedule 3 are hereby amended and
         restated to read as follows:

               1. On or before February 15, 2001, a Landlord's Consent with
               respect to the leased premesis of CyberEd located in Chico,
               California.

               2. On or before January 15, 2001, an Agreement (Trademark) and an
               Agreement (Copyright) executed by CyberEd in favor of Lender
               covering all registered trademarks and all copyrights or
               interests in copyrights owned by CyberEd in each case in form and
               substance satisfactory to Lender. On or before January 15, 2001,
               evidence of the filing of applications for registration with
               respect to all unregistered trademarks and unregistered
               copyrights owned by CyberEd. Within thirty (30) days after the
               receipt by CyberEd of registration information with respect to
               the unregistered Intellectual Property referenced in the
               preceding sentence, such amendments to the agreements referenced
               in the first sentence of this paragraph as are necessary to
               enable Lender to perfect its interest in said Intellectual
               Property.

               3. On or before February 15, 2001, such depositary and other
               similar tri-party account agreements and such other cash
               management documentation with respect to (a) CyberEd and (b)
               Plato's Toronto Dominion bank account, in each case in form and
               substance satisfactory to Lender.

               (c) Except as specifically modified, all of the terms, conditions
         and covenants of the Amendment shall remain unaltered and in full force
         and effect and are hereby ratified and confirmed in all respects.

         3. Reaffirmation. The Guarantor hereby reaffirms all of its obligations
under the Guaranty and the Negative Pledge Agreement

         4. Successors and Assigns. This Agreement shall inure to the benefit of
the successors and assigns of FSF and GE Capital and shall be binding upon the
successors and assigns of the Borrowers and the Guarantor.

         5. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall be one and the same instrument.

         6. Headings. The paragraph headings used in this Agreement are for
convenience only and shall not affect the interpretation of any of the
provisions hereof.

         7. Applicable Law. This Agreement shall be governed by, and be
construed and interpreted in accordance with, the internal laws (as opposed to
conflict of laws provisions) of the State of Illinois.

                            [signature page follows]

<PAGE>   3








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


                                        PLATO, INC. (f/k/a THE ROACH
                                        ORGANIZATION, INC.)

                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        PLATO LEARNING (CANADA), INC.
                                        (f/k/a TRO LEARNING (CANADA), INC.)

                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        CYBERED, INC.
                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        PLATO LEARNING, INC. (f/k/a TRO
                                        LEARNING, INC.)

                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                Signature Page to
                      Omnibus Acknowledgement and Agreement

<PAGE>   4



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


                                  FIRST SOURCE FINANCIAL LLP

                                  By First Source Financial, Inc.
                                  Its Manager

                                  By:
                                      ------------------------------------------
                                  Name:
                                        ----------------------------------------
                                  Title:
                                         ---------------------------------------















                                Signature Page to
                      Omnibus Acknowledgement and Agreement



<PAGE>   5


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


                                  GENERAL ELECTRIC CAPITAL
                                  CORPORATION

                                  By:
                                      ------------------------------------------
                                  Name:
                                        ----------------------------------------
                                  Title:
                                         ---------------------------------------
















                                Signature Page to
                      Omnibus Acknowledgement and Agreement


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