AMENDMENT TO EMPLOYMENT AGREEMENT
 
 
 
 
      Amendment to Employment Agreement (the "Agreement") dated as of January 
1, 1994, between SOFTECH, INC., a Massachusetts corporation ("Company"), and 
Norman L. Rasmussen ("Executive").  Moreover, Section 9 of the Agreement 
states that the Agreement may be modified by an agreement in writing signed by 
the parties. 
 
      The Agreement is hereby amended, effective as of the date hereof, in the 
following respects: 
 
      1.   Section 5 of the Agreement, relating to options and deferred 
compensation, is hereby amended by adding the following new paragraph at the 
end of such Section 5: 
 
           "Acting in accordance with such good-faith negotiations, the 
           Company agrees to pay three equal bonuses of $226,215 on each of 
           December 31, 1994, December 31, 1995 and December 31, 1996 to the 
           Executive, provided that the Executive is employed by the Company 
           on each respective date.  The net amount of such bonus, after 
           paying federal, state and social security taxes thereon, shall be 
           applied by the Executive to the purchase of a variable annuity 
           contract or contracts, with distributions beginning on or after 
           January 1, 1999, as determined by the Executive.  In determining 
           the net amount of such bonus, discretionary withholdings, 
           including but not limited to Section 401(k) deferrals, shall not 
           be made.  Executive shall provide documentation to the Company 
           substantiating the purchase of the variable annuity contract 
           within 60 days of the applicable bonus payment.  If the Executive 
           is not employed by the Company on the date on which payment is 
           due, no further payment under this paragraph shall be made.  The 
           bonus payments referred to in this paragraph represent the entire 
           obligation of the Company with regard to the deferred compensation 
           plan referred to in this Section 5.  Risk or benefit from the 
           actual investment return's being higher or lower than the 
           estimated return of 8% shall be that of the Executive." 
  
      2.   Section 3.2 of the Agreement, relating to regular bonuses, is 
hereby amended by adding the following sentence at the end thereof: 
 
           "Any provision contained in this Agreement or elsewhere to the 
           contrary notwithstanding, for the purposes of computing the 
           Executive's Bonus payments under this Section 3.2 and Schedule A 
           of this Agreement, the Company's "Consolidated Profits Before 
           Taxes per Share of Common Stock" shall be determined without 
           regard to the amount of the annual deferred compensation bonus 
           ($226,215) payable to the Executive on each of December 31, 1994, 
           December 31, 1995, and December 31, 1996, pursuant to the terms of 
           Section 5 of this Agreement." 

      3.   Except as modified herein, the Agreement shall continue in full 
force and effect in accordance with its terms. 
 
      The parties hereby execute this Agreement, as a sealed instrument, this 
16th day of December, 1994. 
 
 
 
ATTEST:                                SOFTECH, INC.



___________________________________    ____________________________________ 
Title:                                 Title:  Director and Member, 
                                               Compensation Committee 




Witness:                               Executive:

___________________________________    ____________________________________
Title:                                 Norman L. Rasmussen