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                       SOFTECH, INC. AND SUBSIDIARIES

                                EXHIBIT 10(i)



                  ADDENDUM NUMBER 2 TO EMPLOYMENT AGREEMENT


      Addendum Number 2 to Employment Agreement (the "Agreement") dated as 
of January 1, 1994, between SOFTECH, INC., a Massachusetts corporation (the 
"Company"), and Norman L. Rasmussen (the "Executive").

      WHEREAS, the SofTech Board of Directors voted on June 22, 1995 to seek 
alternatives aimed at enhancing shareholder value including, but not limited 
to, the possible sale of all or part of the Company; and 

      WHEREAS, the Board of Directors desires to provide the Executive with 
an incentive to carry out that objective as expeditiously as possible while 
receiving the highest possible market price; 

      NOW, THEREFORE, the Company and the Executive agree to the following 
Addendum to the Agreement:

1.)  Section 6.4 of the Agreement is amended by the addition of the 
following sentence:

      Should Executive's employment be terminated without cause as a result 
of the sale of the business or change in management control of the Company 
then, notwithstanding the provisions of this Section 6.4 of the Agreement, 
the Executive will be entitled to continued payment of his then current base 
salary until the earlier of i) the expiration date of the Agreement or the 
current extension term.

2.)  ADDENDUM TO EMPLOYMENT AGREEMENT adopted at the December 16, 1994 
meeting of the Board of Directors is amended by the addition of the 
following sentence:

      Should the Executive's employment be terminated as a result of the 
sale of the business or change in control of the Company as provided in 
Section 6.4 of the Agreement without cause prior to the payment of cash 
bonuses of $226,215 which are due on each of December 31, 1995 and 1996, 
then, notwithstanding the provisions of this Addendum, such cash bonus 
payments shall be made to the Executive on each of those dates subject to 
the provisions of this Addendum regarding the use of the payments to 
purchase variable annuity contracts with distributions beginning January 1, 
1999.

      All other provisions of the Agreement as previously amended shall 
remain in full force and effect.








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      The parties agree to the terms of this Addendum Number 2 to the 
Agreement as specified above.

ATTEST:                                SOFTECH, INC.

_____________________________          ______________________________
Title:                                 Title:  Director and Member,
                                               Compensation Committee

Witness:                               Executive:

 
_____________________________          ______________________________
                                       Norman L. Rasmussen