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                                                                   EXHIBIT 10.51


                              EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                                 LIGHTSPAN, INC.

                                       AND

                                   [EXECUTIVE]



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                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----
<S>        <C>                                                                             <C>
1.         Employment.......................................................................1
2.         Loyal And Conscientious Performance; Noncompetition..............................2
3.         Compensation Of The Executive....................................................3
4.         Termination......................................................................3
5.         Change Of Control................................................................7
6.         Successors.......................................................................8
7.         Confidential And Proprietary Information; Nonsolicitation........................8
8.         Assignment And Binding Effect....................................................9
9.         Notices..........................................................................9
10.        Choice Of Law...................................................................10
11.        Integration.....................................................................10
12.        Amendment.......................................................................10
13.        Waiver..........................................................................10
14.        Severability....................................................................10
15.        Interpretation; Construction....................................................10
16.        Representations And Warranties..................................................11
17.        Counterparts....................................................................11
18.        Arbitration.....................................................................11
19.        Injunctive Relief...............................................................11
20.        Trade Secrets Of Others.........................................................12
21.        Advertising Waiver..............................................................12
</TABLE>


                                       i.

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                          EMPLOYMENT AGREEMENT - TIER I

        This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
effective as of January 29, 2001 (the "Effective Date"), by and between
LIGHTSPAN, INC., a Delaware corporation (the "Company"), and MICHAEL A. SICURO
(the "Executive"). The Company and the Executive are hereinafter collectively
referred to as the "Parties", and individually referred to as a "Party".

                                    RECITALS

        A. The Company desires assurance of the association and services of the
Executive in order to retain the Executive's experience, skills, abilities,
background and knowledge, and is willing to engage the Executive's services on
the terms and conditions set forth in this Agreement.

        B. The Executive desires to be in the employ of the Company, and is
willing to accept such employment on the terms and conditions set forth in this
Agreement.

                                    AGREEMENT

        In consideration of the foregoing Recitals and the mutual promises and
covenants herein contained, and for other good and valuable consideration, the
Parties, intending to be legally bound, agree as follows:

        1. EMPLOYMENT.

           1.1 TERM. The Company hereby employs the Executive, and the Executive
hereby accepts employment by the Company, upon the terms and conditions set
forth in this Agreement. The term of this Agreement shall commence on the
Effective Date and shall continue until terminated in accordance with Section 4
and/or 5 herein (the "Term"). Unless this Agreement is expressly renewed in
writing or Executive and the Company expressly agree in writing on new
employment terms for the Executive, the Executive shall immediately resign from
all positions with the Company on the last day of the Term and shall not be
entitled to any of the benefits provided in Section 4.4.3 and/or 5 herein.

           1.2 TITLE. The Executive shall have the title of Senior Vice
President and CFO of the Company and shall serve in such other capacity or
capacities as the Board of Directors of the Company may from time to time
prescribe. The Executive shall report to President and COO.

           1.3 DUTIES. The Executive shall do and perform all services, acts or
things necessary or advisable to manage and conduct the business of the Company
and which are normally associated with the position of Senior Vice President and
CFO, consistent with the bylaws of the Company and as required by the Company's
Board of Directors.



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           1.4 POLICIES AND PRACTICES. The employment relationship between the
Parties shall be governed by the policies and practices established by the
Company and its Board of Directors. The Executive will acknowledge in writing
that he has read the Company's Employee Handbook, which will govern the terms
and conditions of his employment with the Company, along with this Agreement. In
the event that the terms of this Agreement differ from or are in conflict with
the Company's policies or practices or the Company's Employee Handbook, this
Agreement shall control.

           1.5 LOCATION. Unless the Parties otherwise agree in writing, during
the term of this Agreement, the Executive shall perform the services Executive
is required to perform pursuant to this Agreement at the Company's offices,
located in San Diego, or at any other place at which the Company maintains an
office; provided, however, that the Company may from time to time require the
Executive to travel temporarily to other locations in connection with the
Company's business.

        2. LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.

           2.1 LOYALTY. During the Executive's employment by the Company, the
Executive shall devote Executive's full business energies, interest, abilities
and productive time to the proper and efficient performance of Executive's
duties under this Agreement.

           2.2 COVENANT NOT TO COMPETE. Except with the prior written consent of
the Company's Board of Directors, the Executive will not, during the Term of
this Agreement, and any period during which the Executive is receiving
compensation or any other consideration from the Company, including Severance
Benefits pay pursuant to Section 4.4.3 herein, engage in competition with the
Company or any of its affiliates, either directly or indirectly, in any manner
or capacity, as adviser, principal, agent, affiliate, promoter, partner,
officer, director, employee, stockholder, owner, co-owner, consultant, or member
of any association or otherwise, in any phase of the business of developing,
manufacturing and marketing of products or services which are in the same field
of use or which otherwise compete with the products or services or proposed
products or services of the Company.

           2.3 AGREEMENT NOT TO PARTICIPATE IN COMPANY'S COMPETITORS. During the
Term of this Agreement, the Executive agrees not to acquire, assume or
participate in, directly or indirectly, any position, investment or interest
known by Executive to be adverse or antagonistic to the Company, its business or
prospects, financial or otherwise or in any company, person or entity that is,
directly or indirectly, in competition with the business of the Company or any
of its affiliates. Ownership by the Executive, as a passive investment, of less
than two percent (2%) of the outstanding shares of capital stock of any
corporation with one or more classes of its capital stock listed on a national
securities exchange or publicly traded on the Nasdaq Stock Market or in the
over-the-counter market shall not constitute a breach of this paragraph.

        3. COMPENSATION OF THE EXECUTIVE.

           3.1 BASE SALARY. The Company shall pay the Executive a base salary of
Two Hundred Thousand Dollars ($200,000) per year (the "base salary"), less
payroll deductions and



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all required withholdings payable in regular periodic payments in accordance
with Company policy. Such base salary shall be prorated for any partial year of
employment on the basis of a 365-day fiscal year.

           3.2 CHANGES TO COMPENSATION. The Executive's compensation may be
changed from time to time by mutual agreement of the Executive and the Company.

           3.3 EMPLOYMENT TAXES. All of the Executive's compensation shall be
subject to customary withholding taxes and any other employment taxes as are
commonly required to be collected or withheld by the Company.

           3.4 BENEFITS. The Executive shall, in accordance with Company policy
and the terms of the applicable plan documents, be eligible to participate in
health, life, dental and disability benefits under any executive benefit plan or
arrangement which may be in effect from time to time and made available to the
Company's executive or key management employees.

        4. TERMINATION.

           4.1 TERMINATION BY THE COMPANY. The Executive's employment with the
Company may be terminated under the following conditions:

               4.1.1 DEATH OR DISABILITY. The Executive's employment with the
Company shall terminate effective upon the date of the Executive's death or
"Complete Disability" (as defined in Section 4.5.1).

               4.1.2 FOR CAUSE. The Company may terminate the Executive's
employment under this Agreement for "Cause" (as defined in Section 4.5.3) by
delivery of written notice to the Executive specifying the Cause or Causes
relied upon for such termination. Any notice of termination given pursuant to
this Section 4.1.2 shall effect termination as of the date specified in such
notice or, in the event no such date is specified, on the last day of the month
in which such notice is delivered or deemed delivered as provided in Section 9
below.

               4.1.3 WITHOUT CAUSE. The Company may terminate the Executive's
employment under this Agreement at any time and for any reason by delivery of
written notice of such termination to the Executive. Any notice of termination
given pursuant to this Section 4.1.3 shall effect termination as of the date
specified in such notice or, in the event no such date is specified, on the last
day of the month in which such notice is delivered or deemed delivered as
provided in Section 9 below.

           4.2 TERMINATION BY THE EXECUTIVE. The Executive may terminate the
Executive's employment with the Company under the following conditions:

               4.2.1 GOOD REASON. The Executive may terminate the Executive's
employment under this Agreement for "Good Reason" (as defined below in Section
4.5.2) by delivery of written notice to the Company specifying the "Good Reason"
relied upon by the Executive for such termination, provided that such notice is
delivered within six (6) months following the occurrence of any event or events
constituting Good Reason and that Executive has



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given the Company a minimum of thirty (30) days written notice and an
opportunity to cure the event which constitutes "Good Reason."

               4.2.2 WITHOUT GOOD REASON. The Executive may terminate the
Executive's employment hereunder for other than "Good Reason" upon sixty (60)
days written notice to the Company.

           4.3 TERMINATION BY MUTUAL AGREEMENT OF THE PARTIES. The Executive's
employment pursuant to this Agreement may be terminated at any time upon a
mutual agreement in writing of the Parties. Any such termination of employment
shall have the consequences specified in such agreement.

           4.4 COMPENSATION UPON TERMINATION.

               4.4.1 DEATH OR COMPLETE DISABILITY. If the Executive's employment
shall be terminated by death or Complete Disability as provided in Section
4.5.1, the Company shall pay the Executive's accrued Base Salary and accrued and
unused vacation benefits earned through the date of termination at the rate in
effect at the time of termination to Executive and/or Executive's heirs, and the
Company shall thereafter have no further obligations to the Executive and/or
Executive's heirs under this Agreement.

               4.4.2 CAUSE OR WITHOUT GOOD REASON. If the Executive's employment
shall be terminated by the Company for Cause or if the Executive terminates
employment hereunder without Good Reason, the Company shall pay the Executive's
accrued Base Salary and accrued and unused vacation benefits earned through the
date of termination at the rate in effect at the time of the notice of
termination to Executive, and the Company shall thereafter have no further
obligations to the Executive under this Agreement.

               4.4.3 WITHOUT CAUSE OR WITH GOOD REASON. If the Company
terminates the Executive's employment without Cause or the Executive terminates
his employment with Good Reason, the Executive shall be entitled to the
Executive's Base Salary and accrued and unused vacation earned through the
Termination Date, subject to standard deductions and withholdings. In addition,
upon the Executive's furnishing to the Company an executed waiver and release of
claims (a form of which is attached hereto as Exhibit A), the Executive shall be
entitled to the following severance benefits (collectively referred to as the
"Severance Benefits"):

               (i) The equivalent of the Executive's annual base salary in
effect on the date of termination for a period of twelve (12) months, less
standard deductions and withholdings to be paid over a period of twelve (12)
months after the date of termination, and the equivalent of the average bonus
earned by the Executive over the twelve (12) months prior to the date of
termination, less standard deductions and withholdings, to be paid in full on
the regular payment date for Company bonus, but no more than ninety (90) days
after the termination date; and

               (ii) In the event the Executive elects continued coverage under
COBRA, the Company will reimburse Executive for the same portion of Executive's
COBRA health insurance premium that it paid during the Executive's employment up
until the earlier of



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either (i) eighteen (18) months after the date of termination or, (ii) the date
in which the Executive begins full-time employment with another company or
business entity; and

               (iii) Reasonable executive outplacement services by an
outplacement firm that is reasonably acceptable to the Company and Executive.

               4.4.4 COVENANT NOT TO COMPETE. Notwithstanding any provisions in
this Agreement to the contrary, including any provisions contained in this
Section 4.4, the Company's obligations, and the Executive's rights, pursuant to
Section 4.4.3 shall cease and be rendered a nullity immediately should the
Executive violate the provision of Section 2.2 herein, or should the Executive
violate the terms and conditions of the Executive's Proprietary Information and
Inventions Agreement.

               4.4.5 TERMINATION OF OBLIGATIONS. In the event of the termination
of the Executive's employment hereunder and pursuant to this Section 4, the
Company shall have no obligation to pay Executive any Base Salary, bonus or
other compensation or benefits, except as provided in this Section 4 or for
benefits due to the Executive (and/or the Executive's dependents under the terms
of the Company's benefit plans). The Company may offset any amounts Executive
owes it or its subsidiaries against any amount it owes Executive pursuant to
this Section 4.4.

           4.5 DEFINITIONS. For purposes of this Agreement, the following terms
shall have the following meanings:

               4.5.1 COMPLETE DISABILITY. "Complete Disability" shall mean the
inability of the Executive to perform the Executive's duties under this
Agreement because the Executive has become permanently disabled within the
meaning of any policy of disability income insurance covering employees of the
Company then in force. In the event the Company has no policy of disability
income insurance covering employees of the Company in force when the Executive
becomes disabled, the term "Complete Disability" shall mean the inability of the
Executive to perform the Executive's duties under this Agreement by reason of
any incapacity, physical or mental, which the Board, based upon medical advice
or an opinion provided by a licensed physician acceptable to the Board,
determines to have incapacitated the Executive from satisfactorily performing
all of the Executive's usual services for the Company for a period of at least
one hundred twenty (120) days during any twelve (12) month period (whether or
not consecutive). Based upon such medical advice or opinion, the determination
of the Board shall be final and binding and the date such determination is made
shall be the date of such Complete Disability for purposes of this Agreement.

               4.5.2 GOOD REASON. "Good Reason" for the Executive to terminate
the Executive's employment hereunder shall mean the occurrence of any of the
following events without the Executive's consent:

               (i) a substantial alteration in the nature, status or prestige of
the Executive's responsibilities as set forth in this Agreement or a significant
change in the Executive's title or reporting level from that set forth in this
Agreement;



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               (ii) the relocation of the Company's executive offices or
principal business location to a point more than thirty (30) miles from the San
Diego, California area;

               (iii) a reduction by the Company of the Executive's base Salary
as initially set forth herein or as the same may be increased from time to time;

               (iv) any action by the Company (including the elimination of
benefit plans (including stock option plans) without providing substitutes
thereof or the reduction of the Executive's benefits thereunder) that would
substantially diminish the aggregate value of the Executive's fringe benefits as
they exist at such time;

               (v) a failure by the Company to obtain from any successor, before
the succession takes place, an agreement to assume and perform all of the terms
and conditions of this Agreement.

               4.5.3 FOR CAUSE. "Cause" for the Company to terminate Executive's
employment hereunder shall mean the occurrence of any of the following events:

               (i) the Executive's repeated failure to satisfactorily perform
the Executive's job duties under this Agreement after thirty (30) days written
notice and an opportunity to cure such deficiencies;

               (ii) failure by the Executive to comply with all material
applicable laws in performing the Executive's job duties or in directing the
conduct of the Company's business;

               (iii) commission by the Executive of any felony or intentionally
fraudulent or other act against the Company, or its affiliates, employees,
agents or customers which demonstrates the Executive's untrustworthiness or lack
of integrity;

               (iv) the Executive's engaging or in any manner participating in
any activity which is directly competitive with or intentionally injurious to
the Company or any of its affiliates or which violates any material provisions
of Section 7 hereof; or

               (v) the Executive's commission of any fraud against the Company
or any of its affiliates or use or intentional appropriation for his personal
use or benefit of any funds or properties of the Company not authorized by the
Board to be so used or appropriated.

           4.6 SURVIVAL OF CERTAIN Sections. Sections 2.2, 4.4.3, 4.4.4, 5, 6,
7, 10, 18, 19, 20 and 21 of this Agreement will survive the termination of this
Agreement.



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        5. CHANGE OF CONTROL.

           5.1 In the event Executive's employment with the Company or its
successor is terminated Without Cause or the Executive terminates Executive's
employment for Good Reason during the three (3) months before a Change of
Control (as defined below) or during the one year (1) year after a Change of
Control (as defined below) of the Company, then upon delivery by the Executive
to the Company of an effective release and waiver in the form attached hereto as
Exhibit A, the Executive shall be entitled to the following:

               (i) The vesting of all of Executive's unvested stock options
("Options") to purchase the Company's stock will be accelerated such that all
the shares subject to the Options will be immediately vested and exercisable
upon the date on which the Change of Control becomes effective;

               (ii) The Executive shall receive the Severance Benefits (as
defined in Section 4.4.3)), subject to the following modifications: (a) the
salary continuation and bonus payment provided in Section 4.4.3 will be extended
from twelve (12) months to eighteen (18) months; and (b) the salary continuation
and bonus payment provided for in Section 4.4.3 will be paid in a lump sum
payment upon the effective date of the Change of Control and such payment will
be offset by any salary continuation and bonus payments previously received by
Executive pursuant to Section 4.4.3.

        A "Change of Control" shall, for purposes of the foregoing, mean: (1) a
dissolution or liquidation of the Company; (2) any sale or transfer of all or
substantially all of the total assets of the Company in one or more related
transactions; (3) any merger, consolidation or other business reorganization in
which the holders of the Company's outstanding voting securities immediately
prior to such transaction do not hold, immediately following such transaction,
securities representing fifty percent (50%) of the combined voting power of the
outstanding securities of the surviving entity; or (4) the acquisition by any
person (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), of beneficial
ownership (within the meaning of Rule 13d-3 or any successor rule or regulation
promulgated under the Exchange Act) of securities representing fifty percent
(50%) or more of the combined voting power of the then-outstanding securities of
the Company.

           5.2 In the event that the severance and other benefits provided for
in this Agreement or otherwise payable to the Executive constitute "parachute
payments" within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended (the "Code") and will be subject to the excise tax imposed by
Section 4999 of the Code, then the Executive shall receive (i) a payment from
the Company sufficient to pay such excise tax, and (ii) an additional payment
from the Company sufficient to pay the income, employment, excise and any other
taxes arising from the payments made by the Company to or for the benefit of
Executive pursuant to Section 5.1 above and this Section 5.2 so that Executive
shall be fully reimbursed for any excise tax and any taxes associated with the
payments to reimburse Executive for such excise tax. Unless the Company and the
Executive otherwise agree in writing, the determination of Executive's excise
tax liability and the amount required to be paid under this Section shall be
made in writing by a nationally recognized accounting firm satisfactory to both
parties (the "Accountants"). In the event that the excise tax incurred by
Executive is determined by the



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Internal Revenue Service to be greater or lesser than the amount so determined
by the Accountants, the Company and the Executive agree to promptly make such
additional payment, including interest and any tax penalties, to the other party
as the Accountants reasonably determine is appropriate to ensure that the net
economic effect to Executive under this Section, on an after-tax basis, is as if
the Code Section 4999 excise tax did not apply to Executive. For purposes of
making the calculations required by this Section, the Accountants may make
reasonable assumptions and approximations concerning applicable taxes and may
rely on interpretations of the Code for which there is a "substantial authority"
tax reporting position. The Company and the Executive shall furnish to the
Accountants such information and documents the Accountants may reasonably
request in order to make a determination under this Section. The Company shall
bear all costs the Accountants may reasonably incur in connection with any
calculations contemplated by this Section.

           5.3 Any Payment and benefits under this Section 5 shall be in lieu of
any Payment and benefit under Section 4. In the event the Executive is entitled
to payment and benefits under this Section 5, the Company shall have no further
obligation to pay the Executive any base salary, bonus or other compensation or
benefits under this Agreement, except for benefits due to the Executive (or the
Executive's dependents) under the terms of the Employee's benefit plans.

        6. SUCCESSORS.

           Provided that Executive remains employed by the Company until a
Change in Control occurs, the Company agrees to require any successor company
("Successor Company") to assume the obligations in Section 5.1 of this
Agreement. Such assumption shall be by an express agreement, signed by both the
successor and Executive, and shall be satisfactory to Executive. To facilitate
obtaining the assumption from a potential successor, the Company agrees to
contribute up to one-half of any liability which the Successor Company may incur
to Executive pursuant to Section 5.1 of this Agreement. Company's failure to
obtain such an express assumption shall be a breach of this Agreement and shall
entitle Executive to the same benefits and compensation as Executive would be
entitled to if Executive had terminated Executive's employment for Good Reason
before the occurrence of the Change in Control.

        7. CONFIDENTIAL AND PROPRIETARY INFORMATION; NONSOLICITATION.

           7.1 The Executive agrees to execute and abide by the Proprietary
Information and Inventions Agreement attached hereto as Exhibit B.

           7.2 The Executive recognizes that Executive's employment with the
Company will involve contact with information of substantial value to the
Company, which is not old and generally known in the trade, and which gives the
Company an advantage over its competitors who do not know or use it, including
but not limited to, techniques, designs, drawings, processes, inventions know
how, strategies, marketing, and/or advertising plans or arrangements,
developments, equipment, prototypes, sales, supplier, service provider, vendor,
distributor and customer information, and business and financial information
relating to the business, products, services, practices and techniques of the
Company, (hereinafter referred to as "Confidential and



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Proprietary Information"). The Executive will at all times regard and preserve
as confidential such Confidential and Proprietary Information obtained by the
Executive from whatever source and will not, either during Executive's
employment with the Company or thereafter, publish or disclose any part of such
Confidential and Proprietary Information in any manner at any time, or use the
same except on behalf of the Company, without the prior written consent of the
Company.

           7.3 While employed by the Company and for one (1) year thereafter,
the Executive agrees that in order to protect the Company's Confidential and
Proprietary Information from unauthorized use, that the Executive will not,
either directly or through others, solicit or attempt to solicit any employee,
consultant or independent contractor of the Company to terminate his or her
relationship with the Company in order to become an employee, consultant or
independent contractor to or for any other person or business entity; or the
business of any customer, supplier, service provider, vendor or distributor of
the Company which, at the time of termination or one (1) year immediately prior
thereto, was doing business with the Company or listed on Company's customer,
supplier, service provider, vendor or distributor list.

        8. ASSIGNMENT AND BINDING EFFECT.

           This Agreement shall be binding upon and inure to the benefit of the
Executive and the Executive's heirs, executors, personal representatives,
assigns, administrators and legal representatives. Because of the unique and
personal nature of the Executive's duties under this Agreement, neither this
Agreement nor any rights or obligations under this Agreement shall be assignable
by the Executive. This Agreement shall be binding upon and inure to the benefit
of the Company and its successors, assigns and legal representatives.



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        9. NOTICES.

           All notices or demands of any kind required or permitted to be given
by the Company or the Executive under this Agreement shall be given in writing
and shall be personally delivered (and receipted for) faxed during normal
business hours or mailed by certified mail, return receipt requested, postage
prepaid, addressed as follows:

        If to the Company:

                  LIGHTSPAN, INC.

                         10140 CAMPUS POINT DR.
                         ----------------------
                         SAN DIEGO, CA 92101
                         ----------------------

                  If to the Executive:

                         10140 CAMPUS POINT DR.
                         ----------------------
                         SAN DIEGO, CA 92101
                         ----------------------


Any such written notice shall be deemed received when personally delivered or
three (3) days after its deposit in the United States mail as specified above.
Either Party may change its address for notices by giving notice to the other
Party in the manner specified in this section.

10. CHOICE OF LAW.

        This Agreement is made in San Diego, California. This Agreement shall be
construed and interpreted in accordance with the laws of the State of
California.

11. INTEGRATION.

        This Agreement contains the complete, final and exclusive agreement of
the Parties relating to the terms and conditions of the Executive's employment,
and supersedes all prior and contemporaneous oral and written employment
agreements or arrangements between the Parties.

12. AMENDMENT.

        This Agreement cannot be amended or modified except by a written
agreement signed by the Executive and the Company.

13. WAIVER.

        No term, covenant or condition of this Agreement or any breach thereof
shall be deemed waived, except with the written consent of the Party against
whom the wavier is claimed, and any waiver or any such term, covenant, condition
or breach shall not be deemed to be a waiver of any preceding or succeeding
breach of the same or any other term, covenant, condition or breach.



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14. SEVERABILITY.

        The finding by a court of competent jurisdiction of the
unenforceability, invalidity or illegality of any provision of this Agreement
shall not render any other provision of this Agreement unenforceable, invalid or
illegal. Such court shall have the authority to modify or replace the invalid or
unenforceable term or provision with a valid and enforceable term or provision
which most accurately represents the Parties' intention with respect to the
invalid or unenforceable term or provision.

15. INTERPRETATION; CONSTRUCTION.

        The headings set forth in this Agreement are for convenience of
reference only and shall not be used in interpreting this Agreement. This
Agreement has been drafted by legal counsel representing the Company, but the
Executive has been encouraged, and has consulted with, Executive's own
independent counsel and tax advisors with respect to the terms of this
Agreement. The Parties acknowledge that each Party and its counsel has reviewed
and revised, or had an opportunity to review and revise, this Agreement, and the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of this Agreement.

16. REPRESENTATIONS AND WARRANTIES.

        The Executive represents and warrants that Executive is not restricted
or prohibited, contractually or otherwise, from entering into and performing
each of the terms and covenants contained in this Agreement, and that
Executive's execution and performance of this Agreement will not violate or
breach any other agreements between the Executive and any other person or
entity.

17. COUNTERPARTS.

        This Agreement may be executed in two counterparts, each of which shall
be deemed an original, all of which together shall contribute one and the same
instrument.

18. ARBITRATION.

        To ensure rapid and economical resolution of any disputes which may
arise under this Agreement, the Executive and the Company agree that any and all
disputes or controversies of any nature whatsoever, arising from or regarding
the interpretation, performance, enforcement or breach of this Agreement shall
be resolved by confidential, final and binding arbitration (rather than trial by
jury or court or resolution in some other forum) to the fullest extent permitted
by law. Any arbitration proceeding pursuant to this Agreement shall be conducted
by the American Arbitration Association ("AAA") in San Diego under the then
existing employment-related AAA arbitration rules. If for any reason all or part
of this arbitration provision is held to be invalid, illegal, or unenforceable
in any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other portion of
this arbitration provision or any other jurisdiction, but this provision will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable part or parts of this provision had never been
contained herein, consistent with the general intent of the



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Parties insofar as possible. Each party in such arbitration proceeding will be
responsible for its attorneys' fees, arbitration expenses and other costs
incurred in connection with such arbitration proceeding.

I HAVE READ Section 18 AND IRREVOCABLY AGREE TO ARBITRATE ANY DISPUTE IDENTIFIED
ABOVE. /s/ MICHAEL A. SICURO (EXECUTIVE'S INITIALS)
       ---------------------

        19. INJUNCTIVE RELIEF.

            The Executive is obligated under this Agreement to render services
and comply with covenants of a special, unique, unusual and extraordinary
character, thereby giving this Agreement peculiar value, so that the loss of
such service or violation by the Executive of this Agreement, including, but not
limited to, the Proprietary Information and Inventions Agreement, could not
reasonably or adequately be compensated in damages in an action at law.
Therefore, notwithstanding Section 18 herein, in addition to any other remedies
or sanctions provided by law, whether criminal or civil, and without limiting
the right of the Company and successors or assigns to pursue all other legal and
equitable rights available to them, the Company shall have the right during the
Executive's employment hereunder (or thereafter with respect to obligations
continuing after the termination of this Agreement) to compel specific
performance hereof by the Executive or to obtain temporary and permanent
injunctive relief against violations hereof by the Executive, including, but not
limited to violations of the Proprietary Information and Inventions Agreement,
and, in furtherance thereof, to apply to any court with jurisdiction over the
Parties to enforce the provisions hereof.

        20. TRADE SECRETS OF OTHERS.

            It is the understanding of both the Company and the Executive that
the Executive shall not divulge to the Company and/or its subsidiaries any
confidential information or trade secrets belonging to others, including the
Executive's former employers, nor shall the Company and/or its affiliates seek
to elicit from the Executive any such information. Consistent with the
foregoing, the Executive shall not provide to the Company and/or its affiliates,
and the Company and/or its affiliates shall not request, any documents or copies
of documents containing such information.

        21. ADVERTISING WAIVER.

            The Executive agrees to permit the Company and/or its affiliates,
and persons or other organizations authorized by the Company and/or its
affiliates, to use, publish and distribute advertising or sales promotional
literature concerning the products and/or services of the Company and/or its
affiliates, or the machinery and equipment used in the provision thereof, in
which the Executive's name and/or pictures of the Executive taken in the course
of the Executive's provision of services to the Company and/or its affiliates,
appear. The Executive hereby waives and releases any claim or right the
Executive may otherwise have arising out of such use, publication or
distribution.



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<PAGE>   15

        IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.



LIGHTSPAN, INC.

By: /s/ CARL E. ZEIGER
   -----------------------------------
Its: President and COO
    ----------------------------------

Dated: January 29, 2001
      --------------------------------


EXECUTIVE:

/s/ MICHAEL A. SICURO
--------------------------------------
[EXECUTIVE]


Dated: January 29, 2001
      --------------------------------



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