FIRST AMENDMENT
                                      TO
                     SUBORDINATED CONVERTIBLE DEBENTURES
                             DUE MARCH 27, 2004
                            OF TRO LEARNING, INC.


     TRO Learning, Inc., a Delaware corporation (the "Issuer"), hereby 
amends its Series 1997 10% Subordinated Convertible Debentures due March 27, 
2004, in the aggregate principal amount of $3,050,000, represented by 
Debenture Certificates No. 1997/10-1 through No. 1997/10-55 (the 
"Debentures") as provided herein.

                                   RECITALS

     A.   On March 27, 1997, the Issuer issued certificates representing the 
Debentures to the purchasers thereof.

     B.   The Debentures are convertible into shares of the Issuer's Common 
Stock at the option of the holder at a conversion price which is subject to 
adjustment as provided in the Debentures.

     C.   Section 4(b)(iv) of the Debentures incorrectly states the formula 
for adjusting such conversion price and does not accurately reflect the 
agreement between the Issuer and the purchasers of the Debentures with 
respect to such adjustment and the Issuer desires to amend the Debenture to 
accurately describe the formula for determination of adjustments under such 
Section.

     NOW, THEREFORE, in consideration of the above recitals and other good 
and valuable consideration, the Issuer hereby amends the Debentures as 
follows:

     1.   Section 4(b)(iv) is hereby deleted and restated in its entirety as 
follows:

               (iv)  If the Issuer issues or sells any shares of Common Stock 
          for a consideration per share less than the Conversion Price then 
          in effect (other than dividends payable in shares of Common Stock), 
          or issues any options, warrants, or other rights to purchase Common 
          Stock at a consideration per share less than the Conversion Price 
          then in effect, or issues securities convertible into Common Stock 
          at a conversion price per share of less than the Conversion Price 
          then in effect, then the Conversion Price in effect immediately 
          prior to such issuance or sale shall be adjusted so as to equal a 
          fraction, (a) the numerator of which shall be an amount equal to 
          the sum of (A) the aggregate number of shares of Common Stock 
          outstanding immediately prior to such issuance or sale multiplied 
          by the applicable Conversion Price in effect immediately prior to 
          such issuance or sale, and (B) the total consideration payable to 
          the Issuer upon such issuance or sale of such Common Stock and/or 
          such purchase rights or convertible securities, plus the 
          consideration payable to the Issuer upon the exercise of such 
          purchase rights or upon conversion




          of such convertible securities, and (b) the denominator of which 
          shall be an amount equal to the aggregate number of shares of  
          Common Stock outstanding immediately after such issuance or sale 
          plus the number of shares of Common Stock issuable upon the 
          exercise of any purchase rights and/or upon the conversion of 
          convertible securities issued in such issuance. If the Conversion 
          Price is adjusted as the result of the issuance of any options, 
          warrants or other purchase rights or upon the issuance of 
          convertible securities, no further adjustments of such Conversion 
          Price shall be made at the time of the exercise of such options, 
          warrants or other purchase rights or convertible securities. If 
          securities are sold for a consideration other than cash, the amount 
          of the consideration other than cash received by the Issuer shall 
          be deemed to be the fair value of such consideration as determined 
          by the Board of Directors of the Issuer.

     2.   Except as expressly provided herein, all of the terms, covenants 
and conditions of the Debentures remain in full force and effect.

     The Issuer has caused this First Amendment to Debenture to be executed 
as of November 13, 1997.

TRO LEARNING, INC.



By:
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Its:
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