<PAGE>

                                       -1-

                            SHARE PURCHASE AGREEMENT

THIS AGREEMENT (the "Agreement") is entered into as of June 25, 1999 (the
"Agreement Date"), by and among Asymetrix Learning Systems, Inc., a Delaware
corporation ("Asymetrix") and Fred Kit Ming Lam, Ivan Kit Leung Lam and
Guinevere King Fong Kwong (collectively referred to herein as the "Shareholders"
and each individual referred to as a "Shareholder"). In consideration of the
mutual promises and undertakings herein, the parties agree as follows:

1.       CERTAIN DEFINITIONS

         As used in this agreement, the following terms have the meanings set
         forth below:

         1.1      "Asymetrix Common Stock" means the Common Stock of Asymetrix,
                  $0.01 par value per share.

         1.2      "Asymetrix Shares" means 100,000 shares of Asymetrix Common
                  Stock to be issued pursuant to this Agreement.

         1.3      "Closing" means the completion of the sale to and purchase by
                  Asymetrix of the Purchased Shares under this Agreement.

         1.4      "Dollars" or "$" means Canadian dollars.

         1.5      "Encumbrance" means any pledge, lien, charge, security
                  agreement, lease, title retention agreement, mortgage,
                  encumbrance, option or adverse claim, of any kind or character
                  whatsoever.

         1.6      "Purchased Shares" means all of the issued and outstanding
                  Class "A" Voting Common Shares, the Class "B" Voting Common
                  Shares and the Class "C" Voting Common Shares of Pixelmedia.

         1.7      "Purchase Price" shall have the meaning given in Section 2.1.

         1.8      "Pixelmedia" means Pixelmedia Visual Communications, Inc. a
                  British Columbia corporation.

         Other capitalized terms defined elsewhere in this Agreement and not
         defined in this Section 1 have the meanings assigned to such terms in
         this Agreement.

2.       PURCHASE AND SALE

         2.1      PURCHASE AND SALE OF PURCHASED SHARES. The Shareholders are
                  the registered holders and beneficially own and control all of
                  the issued and outstanding Purchased Shares. At the Closing
                  and subject to the terms and conditions of this Agreement, the
                  Shareholders shall sell and Asymetrix shall purchase the
                  Purchased Shares for the Purchase Price payable as provided in
                  this Agreement.

         2.2      PURCHASE PRICE. Subject to adjustment as provided in Section
                  2.3, the amount payable by Asymetrix for the Purchased Shares
                  (the "Purchase Price") shall, exclusive of all applicable
                  sales and transfer taxes, consist of the following:



<PAGE>

                                       -2-

                  (a)      100,000 shares of Asymetrix Common Stock; and

                  (b)      cash in an amount equal to $700,000 less (i) the
                           amount required for Pixelmedia to repay in full all
                           loans from Fred Lam and Guin Kwong (not including any
                           amounts owed for deferred compensation); plus (ii) an
                           amount equal to the lesser of the actual attorneys'
                           and accountants' fees incurred by the Shareholders in
                           connection with the sale of the Purchased Shares and
                           other transactions contemplated by this Agreement or
                           $10,000.

                  The Purchase Price shall be allocated among the Class "A"
                  Voting Common Shares, the Class "B" Voting Common Shares and
                  the Class "C" Voting Common Shares as set forth in Exhibit
                  2.2.

         2.3      REDUCTION OF THE PURCHASE PRICE IN CERTAIN CIRCUMSTANCES. The
                  Shareholders acknowledge that the Purchase Price is based in
                  part on the expectation that the Shareholders will continue to
                  remain employed by Pixelmedia and that the value of the
                  Purchased Shares will decrease substantially if the
                  shareholders do not remain employed by Pixelmedia for a period
                  of at least 18 months following the Closing (as defined
                  herein). Accordingly, the Shareholders agree that for each
                  Shareholder whose employment is terminated voluntarily or for
                  cause during the 18 months following the Closing, the
                  Shareholders shall repay to Asymetrix a portion of the cash
                  element of the Purchase Price determined as follows: (a) if
                  such termination occurs during the first six months following
                  the closing, 1/3 of the cash portion of the Purchase Price;
                  (b) if such termination occurs between six and 12 months
                  following the closing, 1/4 of the cash portion of the Purchase
                  Price; and (c) if such termination occurs between 12 and 18
                  months following the closing, 1/6 of the cash portion of the
                  Purchase Price. The obligation to repay such amount will be
                  evidenced by a Promissory Note and secured by a Stock Pledge
                  and Option Right Assignment Agreement in a form acceptable to
                  Asymetrix and the Shareholders. All such payments shall reduce
                  the Purchase Price on a dollar for dollar basis. The foregoing
                  shall not apply to any termination resulting from a
                  Shareholder's death or disability which renders him or her
                  incapable of carrying out his or her duties. If a
                  Shareholder's termination for cause is disputed by such
                  Shareholder, this obligation shall not apply until a final
                  ruling of an arbitrator is issued upholding the termination
                  for cause, in accordance with the arbitration procedures set
                  forth in such Shareholder's Employment Agreement.

         2.4      U.S. SECURITIES LAW COMPLIANCE. Asymetrix will issue the
                  Asymetrix Shares pursuant to the exemption from registration
                  under Regulation S ("Regulation S") promulgated under, the
                  SECURITIES ACT OF 1933, as amended (the "Securities Act"), and
                  the Asymetrix Shares received by the Shareholders will
                  therefore be restricted securities within the meaning of Rule
                  144 under the Securities Act and will not be eligible for
                  resale into the United States for a period of one year
                  following the issuance to the Shareholders, and certificates
                  evidencing such shares will bear a restrictive legend
                  evidencing that fact. Asymetrix shall also take any reasonable
                  action that is required to be taken under any applicable state
                  securities or Blue Sky laws in connection with the issuance of
                  Asymetrix Shares. The Shareholders shall furnish to Asymetrix
                  all information known to the Shareholders (or reasonably
                  ascertainable by the Shareholders) concerning Pixelmedia and
                  the Shareholders, as may be reasonably requested in connection
                  with any action contemplated by this Section.

         2.5      PURCHASE MAY BE MADE BY CANADIAN SUBSIDIARY. Provided that
                  there is no adverse effect on the Purchase Price or on the
                  rights of the Shareholders hereunder, the purchase of the
                  Purchased Shares may be made by a Canadian subsidiary of
                  Asymetrix.



<PAGE>

                                       -3-

3.       REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS

         Each of the Shareholders, jointly and severally, hereby represents and
         warrants as follows, except as set forth in the Shareholder Schedule of
         Exceptions (in numbered paragraphs that correspond to the Section
         numbers below) simultaneously delivered to Asymetrix with the execution
         of this Agreement and attached hereto as Exhibit 3.0:

         3.1      INCORPORATION AND REGISTRATION. Pixelmedia is a corporation
                  duly incorporated and validly existing under the laws of the
                  Province of British Columbia and has all necessary corporate
                  power, authority and capacity to own its property and assets
                  and to carry on its business as presently conducted. Neither
                  the nature of its business nor the location or character of
                  the property owned or leased by Pixelmedia requires it to be
                  registered, licensed or otherwise qualified as an
                  extra-provincial or foreign corporation in any jurisdiction
                  other than British Columbia (where it is duly registered,
                  licensed or otherwise qualified for such purpose) and other
                  than jurisdictions where failure to be so registered, licensed
                  or otherwise qualified would not have a material adverse
                  effect on Pixelmedia's business, operations, financial
                  condition or prospects (for purposes of this Section 3 a
                  "Material Adverse Effect") .

         3.2      DUE AUTHORIZATION. Each Shareholder has all necessary power,
                  authority and capacity to enter into this Agreement and all
                  other agreements to which such Shareholder is or will be a
                  party that are required to be executed at the Closing pursuant
                  to this Agreement (the "Shareholder Ancillary Agreements").

         3.3      REGULATORY APPROVALS. No consent, approval, order or filing
                  with, any government, regulatory authority, court,
                  governmental department, agency, commission, board, tribunal,
                  crown corporation or other governmental authority or
                  instrumentality or other law, rule or regulation authority
                  having or purporting to have jurisdiction on behalf of any
                  nation, or province or state or other subdivision thereof or
                  any municipality, district or other subdivision thereof (each
                  a "Governmental Entity"), is required to be obtained by the
                  Shareholders in connection with the execution and delivery of
                  this Agreement, the Shareholder Ancillary Agreements or the
                  consummation of the transactions contemplated hereby or
                  thereby, except that the Shareholders make no representations
                  or warranties regarding the application of any securities laws
                  or regulations to the issuance and delivery of the Asymetrix
                  Shares as provided herein.

         3.4      ENFORCEABILITY OF OBLIGATIONS. This Agreement and the
                  Shareholder Ancillary Agreements are, or when executed by the
                  Shareholders will be, valid and binding obligations of the
                  Shareholders, enforceable in accordance with their respective
                  terms.

         3.5      CAPITALIZATION. The issued and outstanding share capital of
                  Pixelmedia is as set forth in Schedule 3.5. All of the
                  Purchased Shares have been duly and validly issued and are
                  outstanding as fully paid and nonassessable shares of
                  Pixelmedia. No options, warrants or other rights to purchase
                  shares or other securities of Pixelmedia and no securities or
                  obligations convertible into or exchangeable for shares or
                  other securities of Pixelmedia have been authorized or agreed
                  to be issued or outstanding. Schedule 3.5 sets forth a true,
                  correct and complete list of all holders of the Purchased
                  Shares and the Purchased Shares held by each such shareholder.

         3.6      ABSENCE OF CONFLICTING AGREEMENTS. The Shareholders are not a
                  party to, bound or affected by or subject to any indenture,
                  mortgage, lease, agreement, obligation, instrument, charter or
                  by-law provision, statute, regulation, order, judgment,
                  decree, licence, permit or law which would be violated,
                  contravened, breached by, or under which default would occur
                  or an Encumbrance


<PAGE>

                                       -4-

                  would be created as a result of the execution and delivery of
                  this Agreement or any Shareholder Ancillary Agreement, or the
                  performance by the Shareholders of any of their obligations
                  provided for under this Agreement or any Shareholder Ancillary
                  Agreement.

         3.7      LITIGATION. There is no suit, action, litigation, proceeding,
                  claim, complaint, grievance or investigation, including
                  appeals and applications for review, in progress, pending
                  against Pixelmedia or any Shareholder before any federal,
                  state, provincial, municipal, foreign or other court or
                  administrative agency, department, board, bureau, commission
                  or arbitration panel or instrumentality and Pixelmedia and the
                  Shareholders have no knowledge of any existing ground on which
                  any suit, action, litigation, proceeding, claim, complaint,
                  grievance or investigation might be commenced with any
                  reasonable likelihood of success.

         3.8      TAXES.

         (a)      Pixelmedia has duly and timely filed its Tax Returns (as
                  defined below) with the appropriate Governmental Entity and
                  has duly, completely and correctly reported all income and all
                  other amounts and information required to be reported thereon
                  and has duly and timely withheld and paid all Taxes (as
                  defined below), including all installments on account of Taxes
                  for the current year that are due and payable by it whether or
                  not assessed by the appropriate Governmental Entity, and has
                  otherwise complied with all registration requirements, rules,
                  regulations or statutes imposed or adopted by any Governmental
                  Agency and relating to any Taxes.

                  (b)    Pixelmedia has established reserves that are reflected
                         on the Balance Sheet that are adequate for the payment
                         by Pixelmedia of all Taxes that are not yet due and
                         payable (and that will not be due and payable by the
                         Closing) and that relate to periods ending on or prior
                         to the Closing.

                  (c)    As used in this Agreement, "Tax" and "Taxes" includes,
                         all taxes, duties, fees, premiums, assessments,
                         imposts, levies and other charges of any kind
                         whatsoever imposed by any Governmental Entity, together
                         with all interest, penalties, fines, additions to tax
                         or other additional amounts imposed in respect thereof,
                         including those levied on, or measured by, or referred
                         to as income, gross receipts, profits, capital,
                         transfer, land transfer, sales, goods and services,
                         harmonized sales, use, value-added, excise, stamp,
                         withholding, business, franchising, property, employer
                         health, payroll, employment, health, social services,
                         education and social security taxes, all surtaxes, all
                         customs duties and import and export taxes, all
                         license, franchise and registration fees and all
                         employment insurance, health insurance and government
                         pension plan premiums or contributions of any
                         Governmental Entity. As used in this Agreement,
                         "Tax Returns" includes all returns, reports,
                         declarations, elections, notices, filings, information
                         returns and statements filed or required to be filed
                         in respect of Taxes.

         3.9      FINANCIAL STATEMENTS. Pixelmedia has delivered to Asymetrix
                  as Schedule 4.10 of the Pixelmedia Schedule of Exceptions,
                  Pixelmedia's balance sheet as of April 30, 1999, (the
                  "Balance Sheet") and income statement and statement of cash
                  flows for the 12 month period then ended (collectively, the
                  "Pixelmedia Financial Statements"). The Pixelmedia Financial
                  Statements fairly present all of the assets, liabilities and
                  financial position of Pixelmedia and the sales, earnings,
                  results of operations and changes in financial position of
                  Pixelmedia and have been prepared on a "review engagement"
                  basis. Since April 30, 1999, Pixelmedia has not incurred any
                  liabilities or obligations (whether accrued, absolute,
                  contingent or otherwise) which continue to be outstanding or
                  incurred in the ordinary course of business.


<PAGE>

                                       -5-

         3.10     TITLE TO THE ASSETS. Pixelmedia is the sole beneficial and
                  (where its interests are registrable) the sole registered
                  owner of all of its assets and interests in assets, real and
                  personal, with good and valid title, free and clear of all
                  Encumbrances. In particular, without limiting the generality
                  of the foregoing, there has been no assignment, subletting or
                  granting of any licence (of occupation, use or otherwise) of
                  or in respect of any of Pixelmedia's assets or any granting of
                  any agreement or right capable of becoming an agreement or
                  option for the purchase of any of the assets other than
                  licenses to use Pixelmedia products granted in the ordinary
                  course of business.

         3.11     ABSENCE OF CERTAIN CHANGES. Except as set forth on Schedule
                  3.11, since April 30, 1999, there has not been with respect to
                  Pixelmedia:

                  (a)      any change in the financial condition, operations or
                           prospects of Pixelmedia which change by itself or in
                           conjunction with all other such changes, whether or
                           not arising in the ordinary course of business, has
                           had or, to the knowledge of Pixelmedia and the
                           Shareholders, will have a Material Adverse Effect;

                  (b)      any contingent liability incurred by Pixelmedia as
                           guarantor, surety or otherwise with respect to the
                           obligations of others;

                  (c)      any Encumbrance placed on any of the assets of
                           Pixelmedia;

                  (d)      any obligation or liability incurred thereby other
                           than obligations and liabilities incurred in the
                           ordinary course of business;

                  (e)      any damage, destruction or loss, whether or not
                           covered by insurance, which has a Material Adverse
                           Effect;

                  (f)      any payment or discharge of any Encumbrance or
                           liability thereof which lien was not either shown on
                           the Balance Sheet or incurred in the ordinary course
                           of business thereafter; or

                  (g)      any material transaction with any of its officers,
                           directors, employees or shareholders or any entity
                           controlled by any of such individuals.

         3.12     MATERIAL AGREEMENTS. Except as set forth on Schedule 3.12 of
                  the Pixelmedia Schedule of Exceptions Pixelmedia is not on the
                  date hereof a party or subject to any oral or written
                  contracts, obligations, commitments, plans, leases,
                  instruments, arrangements or licenses which are material to
                  the business of Pixelmedia (each a "Material Agreement")
                  including, but not limited to any:

                  (a)      contract, commitment, letter contract or purchase
                           order providing for payments by or to Pixelmedia in
                           an aggregate amount of (1) $25,000 or more in the
                           ordinary course of business to any one vendor or
                           customer; or (2) $10,000 or more not in the ordinary
                           course of business to any one vendor or customer;

                  (b)      license agreement as licensor or licensee, including
                           site licenses for products with initial year fees in
                           excess of $25,000 and each agreement that provides
                           for either the delivery of source code to the
                           licensee or escrow of such source code for the
                           benefit of such licensee and including any Pixelmedia
                           Intellectual Property;


<PAGE>

                                       -6-

                  (c)      consulting, development or similar agreement under
                           which Pixelmedia currently provides or will provide
                           any custom software development, training,
                           documentation, personnel placements, advice,
                           consulting services or other products or services to
                           a customer of Pixelmedia;

                  (d)      contract for the current or future sale, provision or
                           manufacture of products (including computer
                           software), material or supplies from Pixelmedia or in
                           which Pixelmedia has granted or received distribution
                           rights, most favored customer pricing provisions or
                           exclusive marketing rights relating to any product or
                           services, group of products or services or territory;

                  (e)      contract providing for the development of software by
                           or for Pixelmedia, or license of software to
                           Pixelmedia, which software is used or incorporated in
                           any products distributed or services provided by
                           Pixelmedia or is contemplated to be used or
                           incorporated in any products to be distributed or
                           services to be provided by Pixelmedia (other than
                           software generally available to the public at a per
                           copy license fee of less than $2,000 per copy);

                  (f)      contract or commitment for the employment of any
                           officer, employee or consultant of Pixelmedia or any
                           other type of contract or understanding with any
                           officer, employee or consultant of Pixelmedia which
                           is not immediately terminable by Pixelmedia without
                           cost or other liability;

                  (g)      agreement for the lease of real or personal property
                           involving payments by or to Pixelmedia in an
                           aggregate amount of $10,000 or more;

                  (h)      joint venture contract or arrangement or any other
                           agreement that involves a sharing of profits with
                           other persons;

                  (i)      written dealer, distributor, sales representative,
                           original equipment manufacturer, value added
                           remarketer or other agreement for the ongoing
                           distribution of any products or services of
                           Pixelmedia;

                  (j)      instrument evidencing or related in any way to
                           indebtedness for borrowed money by way of direct
                           loan, sale of debt securities, purchase money
                           obligation, conditional sale, guarantee, or
                           otherwise, except for trade indebtedness incurred in
                           the ordinary course of business, and except as
                           disclosed in the Pixelmedia Financial Statements;

                  (k)      contract containing covenants purporting to limit
                           Pixelmedia's freedom to compete in any line of
                           business in any geographic area; or

                  (l)      stock redemption or purchase agreement yet to be
                           performed.


<PAGE>

                                       -7-

                  All Material Agreements listed in Schedule 3.12 are in full
                  force and effect unamended and no default exists under such
                  Material Agreements on the part of Pixelmedia. Pixelmedia has
                  the capacity to perform all its obligations under the Material
                  Agreements.

         3.13     INTELLECTUAL PROPERTY.

                  (a)      There are no patents, trade-marks, copyright,
                           industrial designs which have been registered by or
                           on behalf of Pixelmedia or for which applications for
                           registration have been filed.

                  (b)      Except as set forth in Material Agreements provided
                           to Asymetrix, Pixelmedia has the sole and exclusive
                           right to use and is the sole and exclusive owner of
                           all right, title and interest in and to the
                           Intellectual Property (as defined below) (with no
                           breaks in the chain of title). The Intellectual
                           Property which is not owned by Pixelmedia is being
                           used by Pixelmedia only with the consent of or
                           license from the rightful owner thereof and all such
                           licenses are in full force and effect. The
                           Intellectual Property owned by Pixelmedia is in full
                           force and effect and has not been used or enforced or
                           failed to be used or enforced in a manner that would
                           result in the abandonment, cancellation or
                           unenforceability of any of the Intellectual Property.

                  (c)      The Shareholders have no knowledge of any claim of
                           adverse ownership, invalidity or other opposition to
                           or conflict with any Intellectual Property nor of any
                           pending or threatened suit, proceeding, claim,
                           demand, action or investigation of any nature or kind
                           against Pixelmedia relating to the Intellectual
                           Property, either within or outside of Canada.

                  (d)      The Shareholders have no knowledge that Pixelmedia,
                           any activity in which Pixelmedia is engaged or any
                           product which Pixelmedia manufactures, uses or sells
                           or any process, method, packaging, advertising, or
                           material that Pixelmedia employs in the manufacture,
                           marketing or sale of any such product, or the use of
                           any of the Intellectual Property breaches, violates,
                           infringes or interferes with any intellectual
                           property rights of any third party or requires
                           payment for the use of any patent, trade-name, trade
                           secret, trade-mark, copyright or other intellectual
                           property right or technology of another, either
                           within or outside of Canada.

                  (e)      As used herein, the term "Intellectual Property"
                           shall mean all intellectual property rights in any
                           jurisdiction in Canada, including, without
                           limitation, patents, patent applications, patent
                           rights, trademarks, trademark applications, trade
                           names, service marks, service mark applications,
                           copyright, copyright registrations, licenses,
                           know-how, trade secrets, customer lists, proprietary
                           processes, formulae and other rights to Software. The
                           term "Software" shall mean all source and object
                           code, user interface design, learning content,
                           algorithms, architecture, structure, display screens,
                           layouts, inventions, development tools and all
                           documentation and media constituting, describing or
                           relating to the above, including, without limitation,
                           manuals, memoranda and records.

         3.14     COMPLIANCE WITH LAWS. In all material respects, the operations
                  of Pixelmedia have been and are now conducted in compliance
                  with all laws of each jurisdiction in which Pixelmedia carries
                  on or has carried on business and Pixelmedia has not received
                  any notice of any alleged violation of any such laws.


<PAGE>

                                       -8-

         3.15     CERTAIN TRANSACTIONS AND AGREEMENTS. None of the Shareholders
                  nor any member of their immediate families is or has been
                  directly or indirectly interested in any contract or informal
                  arrangement with Pixelmedia within the last three years,
                  except for compensation as an officer, director or employee of
                  Pixelmedia. None of the Shareholders nor any member of their
                  immediate families has any interest in any property, real or
                  personal, tangible or intangible, including inventions,
                  patents, copyrights, trademarks or trade names or trade
                  secrets, used in or pertaining to the business of Pixelmedia,
                  except for the normal rights of a shareholder.

         3.16     PENSION AND OTHER BENEFIT PLANS. Pixelmedia has no Benefit
                  Plans and no Pension Plans. For the purposes of this section,
                  "Benefit Plans" means all plans, arrangements, agreements,
                  programs, policies, practices or undertakings, whether oral or
                  written, formal or informal, funded or unfunded, registered or
                  unregistered to which Pixelmedia is a party to or bound by or
                  under which Pixelmedia has, or will have, any liability or
                  contingent liability, with respect to any of its employees or
                  former employees (or any dependents or beneficiaries of any
                  such employees or former employees), individuals working on
                  contract with Pixelmedia or other individuals providing
                  services to it of a kind normally provided by employees or
                  eligible dependents of such person and "Pension Plans" means
                  any and all benefits relating to retirement or retirement
                  savings including, without limitation, pension plans, pensions
                  or supplemental pensions, registered retirement savings plans,
                  "registered pension plans" (as defined in the INCOME TAX ACT
                  (Canada)) and "retirement compensation arrangements" (as
                  defined in the INCOME TAX ACT (Canada)).

         3.17     EMPLOYMENT MATTERS

                  (a)      Schedule 3.17 contains a complete list of all
                           employees of Pixelmedia with the titles and current
                           salaries or and/or commissions payable to each such
                           employee as of the Closing Date.

                  (b)      There are no employment policies or plans, including
                           policies or plans regarding incentive compensation,
                           stock options, severance pay or other terms or
                           conditions of employment or terms or conditions upon
                           which employees may be terminated, which are binding
                           upon Pixelmedia.

         3.18     COPIES OF CORPORATE DOCUMENTS AND AGREEMENTS. Pixelmedia has
                  made available to Asymetrix for examination all documents and
                  information listed in the Pixelmedia Schedule of Exceptions or
                  other exhibits called for by this Agreement or which have been
                  requested by Asymetrix's counsel, including, without
                  limitation, all Articles and by-laws of Pixelmedia and its
                  minute books and amendments thereto and all Material
                  Agreements.

         3.19     FULL DISCLOSURE. Pixelmedia has made available to Asymetrix,
                  all information, including the financial, marketing, sales,
                  operational and corporate information on an historical basis
                  relating to Pixelmedia which is material to Asymetrix. All
                  information, which has been provided to Asymetrix by
                  Pixelmedia and the Shareholders is true and correct in all
                  material respects and no material fact or facts have been
                  omitted therefrom which would make such information
                  misleading.

         3.20     INSURANCE. Pixelmedia maintains and at all times during the
                  prior three years has maintained fire and casualty, general
                  liability, business interruption and product liability
                  insurance, as are appropriate for its operations, property and
                  assets, in such amounts and against such risks as are
                  customarily carried and insured against by owners of
                  comparable business, properties and


<PAGE>

                                       -9-

                  assets. All such policies of insurance are in full force and
                  effect and Pixelmedia is not in default, as to the payment of
                  premium or otherwise, under the terms of any such policy.

         3.21     RESIDENCE OF THE SHAREHOLDERS. The Shareholders are not
                  non-residents of Canada for the purposes of the INCOME TAX ACT
                  (Canada), and are residents of the Province of British
                  Columbia.

         3.22     RIGHT TO SELL. The Shareholders are the registered and
                  beneficial owners of the Purchased Shares free and clear of
                  all Encumbrances. The Shareholders have the exclusive right to
                  dispose of the Purchased Shares as provided in this Agreement
                  and such disposition will not violate, contravene, breach or
                  offend against or result in any default under any indenture,
                  mortgage, lease agreement, obligation, instrument, stature,
                  regulation, order, judgment, decree, licence, permit or law to
                  which the Shareholders are a party or subject or by which the
                  Shareholders are bound or affected. The Purchased Shares are
                  not subject to the terms of any shareholders agreement.

         3.23     REAL PROPERTY.

                  (a)      Pixelmedia owns no real property and Pixelmedia's
                           real property leases have not been altered or amended
                           and are in full force and effect.

                  (b)      All interests held by Pixelmedia as lessee or
                           occupant under the real property leases are free and
                           clear of all Encumbrances.

                  (c)      All payments required to be made by Pixelmedia
                           pursuant to the real property leases have been duly
                           paid and Pixelmedia is not otherwise in default in
                           meeting any of its obligations under any of the real
                           property leases.

                  (d)      None of the landlords, sublandlords, tenants or
                           subtenants under any of the real property leases is
                           in default in meeting any of its obligations under
                           real property leases to which it is a party.

         3.24     SECURITIES LAW COMPLIANCE.

                  (a)      None of the Shareholders is:

                           (1)      a natural person resident in the United
                                    States;

                           (2)      a partnership or corporation organized or
                                    incorporated under the laws of the United
                                    States;

                           (3)      an estate of which any executor or
                                    administrator is resident in the United
                                    States or incorporated under the laws of the
                                    United States;

                           (4)      a trust of which any trustee is resident in
                                    the United States or incorporated under the
                                    laws of the United States;

                           (5)      an agency or branch of a foreign entity
                                    located in the United States;

                           (6)      a discretionary account or similar account
                                    held by a dealer or other fiduciary
                                    organized, incorporated or resident in the
                                    United States;

<PAGE>
                                     -10-


                           (7)      a non-discretionary account or similar
                                    account held by a dealer or other fiduciary
                                    for the benefit or account of a beneficiary
                                    resident in the United States or
                                    incorporated in the United States; or

                           (8)      a non-U.S. partnership or corporation formed
                                    by a U.S. person or entity principally for
                                    the purpose of investing in securities not
                                    registered under the Securities Act.

                  (b)      No Shareholder will resell his or her Asymetrix
                  Shares other than in compliance with Regulation S or pursuant
                  to registration under the Securities Act or as available
                  exemption from registration.

4.       REPRESENTATIONS AND WARRANTIES OF ASYMETRIX

         Asymetrix hereby represents and warrants as follows, except as set
         forth in the Asymetrix SEC Documents or in the Asymetrix Schedule of
         Exceptions (in numbered paragraphs that correspond to the Section
         numbers below) simultaneously delivered to the Shareholders with the
         execution of this Agreement and attached hereto as Exhibit 4.0:

         4.1      INCORPORATION AND REGISTRATION. Asymetrix is a corporation
                  duly organized, validly existing and in good standing under
                  the laws of the State of Delaware and has all necessary
                  corporate power, authority and capacity to own, operate and
                  lease its properties and to carry on its business as presently
                  conducted. Asymetrix is qualified to do business as a foreign
                  corporation in each jurisdiction where failure to be so
                  qualified could reasonably be expected to have a material
                  adverse effect on the business, operations, financial
                  condition or prospects of Asymetrix and its subsidiaries taken
                  as a whole (for purposes of this Section 4, a "Material
                  Adverse Effect").

         4.2      DUE AUTHORIZATION. Asymetrix has all necessary corporate
                  power, capacity and authority to enter into this Agreement,
                  and all agreements to which Asymetrix is or will be a party
                  that are required to be executed pursuant to this Agreement
                  (the "Asymetrix Ancillary Agreements"). The execution and
                  delivery of this Agreement and the Asymetrix Ancillary
                  Agreements and the consummation of the transactions
                  contemplated thereby have been duly authorized by all
                  necessary corporate action on the part of Asymetrix.

         4.3      REGULATORY APPROVALS. No filing, authorization or approval,
                  governmental or otherwise, is necessary to enable Asymetrix to
                  enter into, and to perform its respective obligations under,
                  this Agreement and the Asymetrix Ancillary Agreements, except
                  for such filings as may be required to comply with federal,
                  provincial and state corporate and securities laws.

         4.4      ENFORCEABILITY OF OBLIGATIONS. This Agreement and the
                  Asymetrix Ancillary Agreements are, or when executed by
                  Asymetrix will be, valid and binding obligations of Asymetrix
                  enforceable in accordance with their respective terms.

         4.5      CAPITALIZATION.  The capitalization of Asymetrix consists of
                  the following:

                  (a)      ASYMETRIX CAPITAL STOCK. As of the date hereof,
                           Asymetrix is authorized to issue 40,000,000 shares of
                           Asymetrix Common Stock, of which 14,104,247 shares
                           are outstanding, and 2,000,000 shares of Preferred
                           Stock, of which none are outstanding. All of the
                           issued and outstanding shares of Asymetrix Common
                           Stock have been duly authorized and validly issued,
                           and are outstanding as fully paid and nonassessable
                           shares of Asymetrix, and have been offered, issued,
                           sold and delivered by Asymetrix



<PAGE>
                                     -11-


                           in compliance with all registration or
                           qualification requirements (or applicable
                           exemptions therefrom) of applicable federal and
                           state securities laws.

                  (b)      ASYMETRIX OPTIONS, WARRANTS, RESERVED SHARES. As of
                           the date hereof, options to purchase an aggregate of
                           4,238,337 shares of Asymetrix Common Stock are
                           outstanding under all stock option and equity
                           incentive plans of Asymetrix and an additional
                           1,489,029 shares are reserved for future awards under
                           such plans. Except for the options and reserved
                           shares described above, an additional option to
                           purchase 14,573 shares of Asymetrix Common Stock and
                           400,000 shares of Asymetrix Common Stock eligible for
                           purchase under Asymetrix`s 1999 Employee Stock
                           Purchase Plan, as of the date hereof there are not
                           outstanding any options, warrants, calls,
                           commitments, rights (including conversion or
                           preemptive rights) or agreements for the purchase or
                           acquisition from Asymetrix of any shares of its
                           capital stock or any securities convertible into or
                           ultimately exchangeable or exercisable for any shares
                           of Asymetrix's capital stock or obligating Asymetrix
                           to grant, extend, or enter into any such option,
                           warrant, call, commitment, conversion privilege or
                           other right or agreement, and there is no liability
                           for dividends accrued but unpaid.

         4.6      ABSENCE OF CONFLICTING AGREEMENTS. Asymetrix is not a party
                  to, bound or affected by or subject to any indenture,
                  mortgage, lease, agreement, obligation, instrument, charter
                  or by-law provision, statute, regulation, order, judgement,
                  decree, license, permit or law which would be violated,
                  contravened or breached by, or under which any default would
                  occur or a lien, claim, restriction or encumbrance would be
                  created as a result of the execution and delivery by it of
                  this Agreement or any of the Asymetrix Ancillary Agreements or
                  the performance by it of any of the terms of this Agreement.

         4.7      LITIGATION. There is no suit, action, litigation, proceeding,
                  claim, complaint, grievance or investigation, including
                  appeals and applications for review, in progress, pending
                  against Asymetrix before any federal, state, provincial,
                  municipal, foreign or other court or administrative agency,
                  department, board, bureau, commission or arbitration panel or
                  instrumentality and Asymetrix has no knowledge of any existing
                  ground on which any suit, action, litigation, proceeding,
                  claim, complaint, grievance or investigation might be
                  commenced with any reasonable likelihood of success.

         4.8      SEC FILINGS

                  (a)      Asymetrix has made available to Pixelmedia true and
                           complete copies of each report, registration
                           statement (on a form other than Form S-8) and
                           definitive proxy statement (in each case excluding
                           copies of exhibits) filed by Asymetrix with the SEC
                           between December 31, 1998 and the Agreement Date
                           pursuant to the Securities Act or the SECURITIES
                           EXCHANGE ACT OF 1934, as amended (the "1934 Act"),
                           including without limitation the Asymetrix 1998
                           Annual Report on Form 10-K (collectively, the
                           "Asymetrix SEC Documents"). As of the time it was
                           filed with the Securities and Exchange Commission
                           (the "SEC") (or, if amended or superseded by a
                           subsequent filing prior to the Agreement Date, then
                           on the date of such subsequent filing): (i) each of
                           the Asymetrix SEC Documents complied in all material
                           respects with the applicable requirements of the
                           Securities Act or the 1934 Act (as the case may be);
                           and (ii) none of the Asymetrix SEC Documents
                           contained any untrue statement of a material fact or
                           omitted to state a material fact required to be
                           stated therein or necessary in order to make the
                           statements therein, in the light of the circumstances
                           under which they were made, not misleading.

<PAGE>
                                     -12-

                  (b)      The consolidated financial statements (including any
                           related notes) contained in the Asymetrix SEC
                           Documents: (i) complied as to form in all material
                           respects with the published rules and regulations of
                           the SEC applicable thereto; (ii) were prepared in
                           conformity with U.S. generally accepted accounting
                           principals applied on a consistent basis throughout
                           the periods covered (except as may be indicated in
                           the notes to such financial statements and, in the
                           case of unaudited statements, as permitted by Form
                           10-Q of the SEC, and except that unaudited financial
                           statements may not contain footnotes and are subject
                           to normal and recurring year-end audit adjustments);
                           and (iii) fairly present the consolidated financial
                           position of Asymetrix and its subsidiaries as of the
                           respective dates thereof and the consolidated results
                           of operations and cash flows of Asymetrix and its
                           subsidiaries for the periods covered thereby.

         4.9      ABSENCE OF CERTAIN CHANGES. Since the date of Asymetrix's
                  Report on Form 10-Q for its fiscal quarter ended March 31,
                  1999 (the "March 31 10-Q") there has been no change in its
                  financial condition, properties, assets, liabilities, business
                  or operations from that reflected in the March 31 10-Q, other
                  than those that do not have a Material Adverse Effect.

         4.10     FULL DISCLOSURE. Asymetrix has made available to the
                  Shareholders all information requested by the Shareholders.
                  All information, which has been provided by Asymetrix to the
                  Shareholders is true and correct in all material respects and
                  no material fact or facts have been omitted therefrom which
                  would make such information misleading.

         4.11     SHARES ISSUED. The Asymetrix Shares to be issued to the
                  Shareholders pursuant to this Agreement, when issued by
                  Asymetrix pursuant to the terms of this Agreement, will be
                  duly authorized and validly issued and outstanding as fully
                  paid and nonassessable shares of Asymetrix Common Stock, free
                  and clear of all liens, claims, pledges, options, adverse
                  claims, assessments or charges of any nature whatsoever, and
                  will have been issued materially in compliance with all
                  registration or qualification requirements (or applicable
                  exemptions therefrom) of applicable federal and state
                  securities laws.

5.       CLOSING MATTERS

         5.1      THE CLOSING. The Closing will take place at the offices of
                  Asymetrix in Bellevue, Washington on or before July 1, 1999,
                  or, if all conditions to closing have not been satisfied or
                  waived by such date, such other place, time and date as the
                  Shareholders and Asymetrix may mutually select (the
                  "Closing").

         5.2      DELIVERIES BY PIXELMEDIA. At the Closing the Shareholders will
                  deliver to Asymetrix the following:

                  (a)      share certificates representing the Purchased
                           Shares accompanied by irrevocable security
                           transfer powers of attorney duly executed in blank
                           by the Shareholders; and

                  (b)      all documents, agreements and things required to
                           be delivered to Asymetrix to satisfy the
                           conditions precedent to Asymetrix's obligations
                           under this Agreement as described in Sections 7.5,
                           7.6, 7.7 and 7.8.

         6.3      DELIVERIES AND PAYMENTS BY ASYMETRIX. At the Closing
                  Asymetrix will deliver to the Shareholders the following:

                  (a)      the Purchase Price, pro rata in accordance with each
                           Shareholder's holdings as set


<PAGE>
                                     -13-


                           forth on Schedule 4.5;

                  (b)      the amounts necessary to repay the
                           Shareholder Loans (as defined in Section 9.1); and

                  (c)      all documents, agreements and things
                           required to be delivered to the Shareholders to
                           satisfy the conditions precedent to the Shareholders'
                           obligations under this Agreement as described in
                           Sections 6.5 and 6.6.

6.       THE SHAREHOLDERS' CONDITIONS PRECEDENT

         The Shareholders' obligations hereunder are subject to the fulfillment
         or satisfaction, on and as of the Closing, of each of the following
         conditions (any one or more of which may be waived by the Shareholders,
         but only in writing signed by the Shareholders):

         6.1      ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
                  representations and warranties of Asymetrix set forth in
                  Section 4 that are not made as of a specific date shall
                  be true and accurate in all material respects on and as of
                  the Closing.

         6.2      PERFORMANCE OF OBLIGATIONS. Asymetrix shall have performed or
                  complied with, in all respects, all its obligations, covenants
                  and agreements under this Agreement.

         6.3      COMPLIANCE WITH LAW. There shall be no order, decree, or
                  ruling by any court or governmental agency or threat thereof,
                  or any other fact or circumstance, which would prohibit or
                  render illegal the transactions contemplated by this
                  Agreement.

         6.4      GOVERNMENT CONSENTS. There shall have been obtained at or
                  prior to the Closing such consents, approvals, orders or
                  authorizations, and there shall have been taken such other
                  action, as may be required to consummate the transactions
                  contemplated by this Agreement by any regulatory authority
                  having jurisdiction over the parties and the actions herein
                  proposed to be taken.

         6.5      OPINION OF ASYMETRIX'S COUNSEL. The Shareholders shall have
                  received an opinion, in form and substance satisfactory to the
                  Shareholders, from Fenwick & West, counsel to Asymetrix.

         6.6      EMPLOYMENT AGREEMENTS. Asymetrix shall have executed and
                  delivered (i) an employment agreement with Fred Lam (the "Fred
                  Lam Employment Agreement"), (ii) an employment agreement with
                  Ivan Lam (the "Ivan Lam Employment Agreement"), (iii) an
                  employment agreement with Guin Kwong (the "Guin Kwong
                  Employment Agreement), and an employment agreement with Daniel
                  Ah-Fat (the "Daniel Ah-Fat Employment Agreement").

7.       ASYMETRIX'S CONDITIONS PRECEDENT

         The obligations of Asymetrix hereunder are subject to the fulfillment
         or satisfaction on, and as of the Closing, of each of the following
         conditions (any one or more of which may be waived by Asymetrix, but
         only in a writing signed by Asymetrix):

         7.1      ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
                  representations and warranties of the Shareholders set forth
                  in Section 4 that are not made as of a specific date shall be
                  true and accurate in all material respects on and as of the
                  Closing.

<PAGE>
                                     -14-

         7.2      PERFORMANCE OF OBLIGATIONS. Each Shareholder shall have
                  performed or complied with, in all respects, all its
                  obligations, covenants and agreements under this Agreement.

         7.3      COMPLIANCE WITH LAW. There shall be no order, decree, or
                  ruling by any court or governmental agency or threat thereof,
                  or any other fact or circumstance, which would prohibit or
                  render illegal the transactions contemplated by this
                  Agreement.

         7.4      GOVERNMENT CONSENTS. There shall have been obtained at or
                  prior to the Closing such consents, approvals, orders or
                  authorizations, and there shall have been taken such other
                  action, as may be required to consummate the transactions
                  contemplated by this Agreement by any regulatory authority
                  having jurisdiction over the parties and the actions herein
                  proposed to be taken.

         7.5      OPINION OF COUNSEL. Asymetrix shall have received an opinion,
                  in form and substance satisfactory to Asymetrix, from Cohen
                  Buchan Edwards, counsel to the Shareholders.

         7.6      EMPLOYMENT AGREEMENTS. Asymetrix shall have received the Fred
                  Lam Employment Agreement executed by Fred Lam, the Ivan Lam
                  Employment Agreement executed by Ivan Lam, the Guin Kwong
                  Employment Agreement executed by Guin Kwong, and the Daniel
                  Ah-Fat Employment Agreement executed by Daniel Ah-Fat.

         7.7      PROMISSORY NOTES AND SECURITY DOCUMENTS. Asymetrix shall have
                  received each of the following executed by the persons named
                  therein:

                  (a)      the Promissory Note securing repayment of amounts
                           paid to Fred Lam in connection with the Shareholder
                           Loans pursuant to Section 9.1, the Promissory Note
                           securing repayment of the cash portion of the
                           Purchase Price paid to Fred Lam pursuant to Section
                           2.3, and the Stock Pledge and Option Right Assignment
                           Agreement securing each of the foregoing Promissory
                           Notes;

                  (b)      the Promissory Note securing repayment of the cash
                           portion of the Purchase Price paid to Ivan Lam
                           pursuant to Section 2.3, and the Stock Pledge and
                           Option Right Assignment Agreement securing the
                           foregoing Promissory Note;

                  (c)      the Promissory Note securing repayment of amounts
                           paid to Guin Kwong in connection with the Shareholder
                           Loans pursuant to Section 9.1, the Promissory Note
                           securing repayment of the cash portion of the
                           Purchase Price paid to Guin Kwong pursuant to Section
                           2.3, and the Stock Pledge and Option Right Assignment
                           Agreement securing each of the foregoing Promissory
                           Notes; and

                  (d)      the Promissory Note securing repayment of the $25,000
                           signing bonus paid to Daniel Ah-Fat pursuant to the
                           Daniel Ah-Fat Employment Agreement, and the Stock
                           Pledge and Option Right Assignment Agreement securing
                           the foregoing Promissory Note.

         7.8      RELEASES IN CONNECTION WITH SHAREHOLDER LOANS. Asymetrix shall
                  have received an acknowledgement of repayment of the
                  Shareholder Loans and a release of any claims against
                  Pixelmedia, in form and substance satisfactory to Asymetrix,
                  for any amounts loaned to Pixelmedia, contributed to the
                  capital of Pixelmedia or otherwise used to fund the operations
                  of Pixelmedia.

<PAGE>
                                     -15-


         7.9      FACTUAL REPRESENTATIONS FOR LEGAL COMPLIANCE. Each of the
                  Shareholders shall have executed and delivered to Asymetrix
                  documents containing such representations as Asymetrix shall
                  reasonably deem necessary in order to make a determination
                  that the transactions contemplated hereby comply with all
                  applicable laws and regulations, including without limitation
                  securities laws and regulations.

8.       SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION AND REMEDIES

         8.1      SURVIVAL OF REPRESENTATIONS. All representations, warranties
                  and covenants of Pixelmedia, the Shareholders and Asymetrix
                  contained in this Agreement will survive the Effective Time
                  and remain operative and in full force and effect, regardless
                  of any investigation made by or on behalf of the parties to
                  this Agreement, until three (3) years after the Closing,
                  whereupon such representations, warranties and covenants will
                  expire (except for covenants that by their terms survive for a
                  longer period); provided, however, that representations,
                  warranties and covenants breached through intentional fraud or
                  willful misconduct shall survive the Closing indefinitely.
                  Representations and warranties concerning tax matters set out
                  in Section 3.8 shall survive until 90 days after the date the
                  relevant authorities shall no longer be entitled to assess
                  liability for any tax against Pixelmedia for any particular
                  tax year ended on or prior to the Closing, having regard
                  without limitation to any waivers given by Pixelmedia in
                  respect of any tax year. The period of such survival shall be
                  referred to herein as the "Survival Period."

         8.2      AGREEMENT TO INDEMNIFY

                  (a)      Subject to the limitations set forth in this Section
                           8, the Shareholders (during the time period specified
                           below) shall indemnify Asymetrix and their officers,
                           directors, and employees (the "Asymetrix Indemnified
                           Persons") in respect of, and hold the Asymetrix
                           Indemnified Persons harmless against, any and all
                           claims, demands, actions, causes of actions, losses,
                           costs, damages, liabilities and expenses including,
                           without limitation, reasonable legal fees
                           (hereinafter referred to as "Damages"):

                           (1)      arising out of any misrepresentation or
                                    breach of or default in connection with any
                                    of the representations, warranties and
                                    covenants given or made by Pixelmedia or the
                                    Shareholders in this Agreement (including
                                    any Schedule or Exhibit hereto), which
                                    indemnity shall survive for the time period
                                    specified in Section 8.1;

                           (2)      resulting from any failure of any of the
                                    Shareholders to have good, valid and
                                    marketable title to the issued and
                                    outstanding Pixelmedia Common Shares held by
                                    such shareholders, free and clear of all
                                    liens, claims, pledges, options, adverse
                                    claims, assessments or charges of any nature
                                    whatsoever, which indemnity shall survive
                                    for a three year period

                           The Shareholders' maximum aggregate liability under
                           this subsection 8.2(a) shall be $1,000,000 (the
                           "Shareholder Cap"), provided, however, that any
                           indemnification obligations arising under this
                           subsection 8.2(a) which result from intentional fraud
                           or willful misconduct shall be excluded from the
                           calculation of the Shareholder Cap and the
                           Shareholder Cap shall not otherwise apply to any
                           indemnification obligations arising under this
                           subsection 8.2(a) which result from intentional fraud
                           or willful misconduct. At the option of the
                           Shareholders, Asymetrix shall first resort to the
                           property secured by the Stock Pledge and Option
                           Rights Assignment Agreements executed by the
                           Shareholders in satisfaction of any claim for
                           indemnity hereunder (applying such property in the
                           manner described therein), but such option shall
                           apply

<PAGE>
                                     -16-


                           only to the extent that the value of such
                           property exceeds the aggregate then-current principal
                           balances of the Promissory Notes referred to in
                           Sections 2.3 and 9.1.

                  (b)      The indemnification provided for in paragraphs of
                           subsection 8.2(a) shall not apply unless and until
                           the aggregate Damages for which one or more Asymetrix
                           Indemnified Persons seeks indemnification, exclusive
                           of legal fees, exceeds $50,000 (the "Basket") and
                           then only to the extent that aggregate Damages exceed
                           the Basket. The Basket shall not apply to any Damages
                           arising from the breach of the representations and
                           warranties set forth in Section 3.8 [Taxes].
                           Asymetrix will use commercially reasonable efforts to
                           obtain recoveries under all applicable insurance
                           policies for all Damages. Except for intentional
                           fraud or willful misconduct, the remedies set forth
                           in this Section shall be the exclusive remedies of
                           the Asymetrix Indemnified Persons against any of the
                           Shareholders.

                  (c)      Subject to the limitations set forth in this Section
                           8, Asymetrix will indemnify and hold harmless the
                           Shareholders (collectively, the "Pixelmedia
                           Indemnified Persons") from and against any and all
                           Damages:

                           (1)      arising out of any misrepresentation or
                                    breach of or default in connection with
                                    any of the representations, warranties
                                    and covenants given or made by Asymetrix
                                    in this Agreement or in any certificate,
                                    document or instrument delivered by or on
                                    behalf of Asymetrix pursuant hereto; or

                           (b)      from any failure on the part of Asymetrix
                                    to issue to the Shareholders good, valid
                                    and marketable title to the Asymetrix
                                    Common Stock as provided in this
                                    Agreement, free and clear of all liens,
                                    claims, pledges, options, adverse claims,
                                    assessments or charges of any nature
                                    whatsoever.

                           Asymetrix's maximum aggregate liability under
                           paragraphs (a) and (b) of this subsection 8.2(c)
                           shall be $1,000,000 (the "Asymetrix Cap"), provided,
                           however, that any indemnification obligations arising
                           under this subsection 8.2(c) which result from
                           intentional fraud or willful miscount shall be
                           excluded from the calculation of the Asymetrix Cap
                           and the Asymetrix Cap shall not otherwise apply to
                           any indemnification obligations arising under this
                           subsection 8.2(c) which result from intentional fraud
                           or willful misconduct.

                  (d)      Any Asymetrix Indemnified Person or any Pixelmedia
                           Indemnified Person seeking indemnification hereunder
                           shall give prompt written notification to the
                           Shareholders (in the case of indemnification sought
                           by the Asymetrix Indemnified Person) or to Asymetrix
                           (in the case of indemnification sought by a
                           Pixelmedia Indemnified Person) (as applicable, the
                           "Indemnification Representative") of the commencement
                           of any action, suit or proceeding relating to a third
                           party claim for which indemnification pursuant to
                           this Section 8 may be sought; provided, however, that
                           no delay on the part of the Indemnified Person in
                           providing such notice shall relieve the Shareholders
                           or Asymetrix, as the case may be, of any liability or
                           obligation hereunder except to the extent of any
                           damage or liability caused by or arising out of such
                           failure. Any claim by an Asymetrix Indemnified Person
                           shall be made against all of the Shareholders,
                           jointly and severally. Within 20 days after delivery
                           of such notification, the Indemnification
                           Representative may, upon written notice thereof to
                           the Indemnified Person, assume control of the defense
                           of such action, suit or proceeding with counsel
                           reasonably satisfactory to the Indemnified Person,
                           provided that the Indemnification Representative
                           acknowledges in writing to the Indemnified Person
                           that any damages,

<PAGE>
                                     -17-


                           fines, costs or other liabilities
                           that may be assessed against the Indemnified Person
                           in connection with such action, suit or proceeding
                           constitute Damages for which the Indemnified Person
                           shall be entitled to indemnification pursuant to this
                           Section 8. If the Indemnification Representative does
                           not so assume control of such defense, the
                           Indemnified Person shall control such defense. The
                           party not controlling such defense may participate
                           therein at its own expense; provided that if the
                           Indemnification Representative assumes control of
                           such defense and the Indemnified Person reasonably
                           concludes that the indemnifying parties and the
                           Indemnified Person have conflicting interests or
                           different defenses available with respect to such
                           action, suit or proceeding, the reasonable fees and
                           expenses of counsel to the Indemnified Person shall
                           be considered "Damage" for purposes of this
                           Agreement. The party controlling such defense shall
                           keep the other party advised of the status of such
                           action, suit or proceeding and the defense thereof
                           and shall consider in good faith recommendations made
                           by the other party with respect thereto. The
                           Indemnified Person shall not agree to any settlement
                           of such action, suit or proceeding without the prior
                           written consent of the Indemnification
                           Representative.

9.       CONTINUING COVENANTS

         9.1      REPAYMENT OF SHAREHOLDER LOANS. At the Closing, Asymetrix
                  shall cause Pixelmedia to repay to each of Fred Lam and Guin
                  Kwong amounts of the loans set forth in Exhibit 9.1 (the
                  "Shareholder Loans"). Asymetrix will provide the funding
                  required to repay the Shareholder Loans, or may repay the
                  Shareholder Loans directly for the account of Pixelmedia. Fred
                  Lam and Guin Kwong agree that if they terminate their
                  employment with Pixelmedia at any time prior to 12 months
                  following the Closing, they will be required to repay to
                  Asymetrix a portion of the Shareholder Loan amounts set forth
                  in Exhibit 9.1 determined by reducing such amount by 1/12 of
                  the total for each whole month that has elapsed since the
                  Closing. The obligation to repay such amount will be evidenced
                  by a Promissory Note and secured by a Stock Pledge and Option
                  Right Assignment Agreement in a form acceptable to Asymetrix.

         9.2      REDEMPTION OF PREFERENCE SHARES. As soon as reasonably
                  practicable following the Closing, Asymetrix shall cause
                  Pixelmedia to redeem the 99,999 shares of Class "G" Non-Voting
                  Cumulative Preference Shares held by Don Jung and Tuen Fook
                  Jong (the "Preference Shares"). Asymetrix will provide the
                  funding required to redeem the Preference Shares.

         9.3      ADDITIONAL FUNDING

                  (a)      Between the Closing and December 31, 1999, Asymetrix
                           shall provide at least $750,000 of additional funding
                           to Pixelmedia to be used for completion of existing
                           title development. Such funds shall be provided to
                           Pixelmedia in accordance with budgets and development
                           plans prepared by Pixelmedia and approved by
                           Asymetrix, such approval not to be unreasonably
                           withheld.

                  (b)      Following the Closing, Asymetrix shall
                           Asymetrix shall provide at least $375,000 of
                           additional funding to Pixelmedia to be used for
                           development of content for the Click2Learn.com
                           learning portal. Such funds shall be provided to
                           Pixelmedia in accordance with budgets and development
                           plans prepared by Pixelmedia and approved by
                           Asymetrix, such approval not to be unreasonably
                           withheld.

         9.4      EMPLOYEE STOCK OPTIONS. Asymetrix shall grant options to
                  purchase the number of shares of Asymetrix Common Stock as set
                  forth on Exhibit 9.4 to employees of Pixelmedia. The grant of
                  such options to any particular employee shall be contingent
                  upon such employee

<PAGE>
                                     -18-


                  executing Asymetrix's standard form of Employee Invention,
                  Confidentiality, Nonraiding and Noncompetition Agreement.

         9.5      WAIVER AND RELEASE OF PAST COMPENSATION. In consideration of
                  the acquisition of the Purchased Shares and the Payment of the
                  Purchase Price, and the increases in the Shareholders'
                  salaries and the grant of stock options pursuant to this
                  Agreement and their respective Employment Agreements, each
                  Shareholder hereby waives and releases, and agrees to hold
                  Pixelmedia and Asymetrix harmless from and against, any claims
                  related to compensation owed to such Shareholder for services
                  provided to Pixelmedia prior to the Closing of any nature
                  whatsoever, including without limitation salary, bonuses,
                  commissions, deferred compensation, incentive compensation,
                  stock, stock options or any other form of compensation (other
                  than salary for the portion of the current pay period
                  occurring prior to the Closing).

10.      MISCELLANEOUS

         10.1     GOVERNING LAW. The internal laws of the State of Washington
                  (irrespective of its conflict of law principles) will govern
                  the validity of this Agreement, the construction of its terms,
                  and the interpretation and enforcement of the rights and
                  duties of the parties hereto. The exclusive venue of an action
                  to enforce or interpret this Agreement shall be in the courts
                  of King County, Washington, and the parties hereby attorn to
                  the jurisdiction of such courts.

         10.2     ASSIGNMENT; BINDING UPON SUCCESSORS AND ASSIGNS. None of the
                  parties hereto may assign any of its rights or obligations
                  hereunder without the prior written consent of the other
                  hereto parties and any attempt to do so will be void.
                  Notwithstanding the foregoing, Asymetrix may assign this
                  Agreement to a Canadian subsidiary for the purposes of Section
                  2.5. This Agreement will be binding upon and inure to the
                  benefit of the parties hereto and their respective successors
                  and permitted assigns.

         10.3     SEVERABILITY. If any provision of this Agreement, or the
                  application thereof, will for any reason and to any extent be
                  invalid or unenforceable, the remainder of this Agreement and
                  application of such provision to other persons or
                  circumstances will be interpreted so as reasonably to effect
                  the intent of the parties hereto. The parties further agree to
                  replace such void or unenforceable provision of this Agreement
                  with a valid and enforceable provision that will achieve, to
                  the extent possible, the economic, business and other purposes
                  of the void or unenforceable provision.

         10.4     COUNTERPARTS. This Agreement may be executed in any number of
                  counterparts, each of which will be an original as regards any
                  party whose signature appears thereon and all of which
                  together will constitute one and the same instrument. This
                  Agreement will become binding when one or more counterparts
                  hereof, individually or taken together, will bear the
                  signatures of all parties reflected hereon as signatories.
                  Facsimile copies of such counterparts are acceptable.

         10.5     OTHER REMEDIES. Except as otherwise provided herein, any and
                  all remedies herein expressly conferred upon a party will be
                  deemed cumulative with and not exclusive of any other remedy
                  conferred hereby or by law on such party, and the exercise of
                  any one remedy will not preclude the exercise of any other.

         10.6     AMENDMENT AND WAIVERS. Any term or provision of this Agreement
                  may be amended, and the observance of any term of this
                  Agreement may be waived (either generally or in a particular
                  instance and either retroactively or prospectively) only by a
                  writing signed by the party to be

<PAGE>
                                     -19-

                  bound thereby. The waiver by a party of any breach hereof or
                  default in the performance hereof will not be deemed to
                  constitute a waiver of any other default or any succeeding
                  breach or default.

         10.7     NO WAIVER. The failure of any party to enforce any of the
                  provisions hereof will not be construed to be a waiver of the
                  right of such party thereafter to enforce such provisions.

         10.8     EXPENSES. Each party will bear its respective expenses and
                  fees of its own accountants, attorneys and other professionals
                  incurred with respect to this Agreement and the transactions
                  contemplated hereby.

         10.9     ATTORNEYS' FEES. Should suit be brought to enforce or
                  interpret any part of this Agreement, the prevailing party
                  will be entitled to recover, as an element of the costs of
                  suit, reasonable attorneys' fees to be fixed by the court
                  (including without limitation, costs, expenses and fees on any
                  appeal). The prevailing party will be entitled to recover its
                  costs of suit, regardless of whether such suit proceeds to
                  final judgment.

         10.10    NOTICES. Any notice or other communication required or
                  permitted to be given under this Agreement will be in writing,
                  will be delivered personally, by registered or certified mail,
                  postage prepaid, by confirmed facsimile or by nationally
                  recognized courier service, and will be deemed given upon
                  delivery, if delivered personally, or five days after deposit
                  in the mails, if mailed, or upon receipt if delivered by
                  confirmed facsimile or by nationally recognized courier
                  service, to the following addresses:

                           If to Asymetrix:

                              Asymetrix Learning Systems, Inc.
                              110 110th Avenue NE, Suite 700
                              Bellevue, WA  98004
                              Facsimile:    (425) 637-1540
                              Attention:    General Counsel

                              With a copy to:

                              Fenwick & West LLP
                              Two Palo Alto Square
                              Palo Alto, CA  94306
                              Facsimile:    (650) 494-1417
                              Attention:    Jeffrey R. Vetter, Esq.

                           If to the Shareholders:

                              c/o Pixelmedia Visual Communications, Inc.
                              Unit 218
                              Jacombs Business Centre
                              Richmond, BC
                              V6V2L9
                              Facsimile:    (604) 273-5493

<PAGE>

                                     -20-


                              With a copy to:

                              Cohen Buchan Edwards
                              Suite 208
                              4940 No. 3 Road
                              Richmond, BC
                              V6X 3A5

                              Facsimile:    (604) 273-4512
                              Attention:    M. Philip Tonstad, Esq.

                  or to such other address as a party may have furnished to the
                  other parties in writing pursuant to this Section 10.10.

         10.11    CONSTRUCTION OF AGREEMENT. This Agreement has been negotiated
                  by the respective parties hereto and their attorneys and the
                  language hereof will not be construed for or against either
                  party. A reference to a Section or an Exhibit will mean a
                  Section in, or exhibit to, this Agreement unless otherwise
                  explicitly set forth. The titles and headings herein are for
                  reference purposes only and will not in any manner limit the
                  construction of this Agreement which will be considered as a
                  whole.

         10.12    FURTHER ASSURANCES. Each party agrees to cooperate fully with
                  the other parties and to execute such further instruments,
                  documents and agreements and to give such further written
                  assurances as may be reasonably requested by any other party
                  to evidence and reflect the transactions described herein and
                  contemplated hereby and to carry into effect the intents and
                  purposes of this Agreement.

         10.13    ABSENCE OF THIRD PARTY BENEFICIARY RIGHTS. No provisions of
                  this Agreement are intended, nor will be interpreted, to
                  provide or create any third party beneficiary rights or any
                  other rights of any kind in any client, customer, affiliate,
                  stockholder, partner or any party hereto or any other person
                  or entity unless specifically provided otherwise herein, and,
                  except as so provided, all provisions hereof will be personal
                  solely between the parties to this Agreement.

         10.14    PUBLIC ANNOUNCEMENT. Upon execution of the Agreement by all
                  parties, and until the consummation of the Amalgamation, all
                  press releases and other public communications shall be made
                  by the parties only with the mutual consent of the
                  Shareholders, Pixelmedia and Asymetrix.

         10.15    ENTIRE AGREEMENT. This Agreement together with the agreements
                  to be delivered pursuant to this Agreement and the exhibits
                  hereto constitute the entire understanding and agreement of
                  the parties hereto with respect to the subject matter hereof
                  and supersede all prior and contemporaneous agreements or
                  understandings, inducements or conditions, express or implied,
                  written or oral, between the parties. The express terms hereof
                  control and supersede any course of performance or usage of
                  the trade inconsistent with any of the terms hereof.


<PAGE>


                                     -21-


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



"ASYMETRIX"
Asymetrix Learning Systems, Inc.

By:
    ---------------------------------

Name:    James A. Billmaier

Its:  Chief Executive Officer



"SHAREHOLDERS"


----------------------------------
Fred Kit Ming Lam

----------------------------------
Ivan Kit Leung Lam

----------------------------------
Guin King Fong Kwong


<PAGE>

                                    -22-


                         LIST OF EXHIBITS AND SCHEDULES


Exhibit 2.2       Allocation of Purchase Price

Exhibit 3.0       Shareholders' Schedule of Exceptions

         Schedule 3.5      Pixelmedia Capitalization

         Schedule 3.9      Pixelmedia Financial Statements

         Schedule 3.11     Changes Since April 30, 1999

         Schedule 3.12     Material Agreements

         Schedule 3.17     Pixelmedia Employees

Exhibit 4.0       Asymetrix Schedule of Exceptions

Exhibit 9.1       Shareholder Loans

Exhibit 9.4       Option grants to Pixelmedia Employees


<PAGE>

                                    -23-


                                   EXHIBIT 2.2
                          ALLOCATION OF PURCHASE PRICE


ALLOCATION OF ASYMETRIX SHARES:
<TABLE>
<CAPTION>

                                                                      NUMBER OF       NUMBER OF
                                                                      PURCHASED       ASYMETRIX
CLASS OF PURCHASED SHARES            SHAREHOLDER NAME                    SHARES          SHARES
------------------------------------------------------------------------------------------------
<S>                                  <C>                              <C>             <C>
Class "A" Voting Common              Fred Lam                                58          61,053
Class "B" Voting Common              Ivan Lam                                37          38,947
Class "C" Voting Common              Guinevere Kwong                          5               0
------------------------------------------------------------------------------------------------
TOTALS                                                                      100         100,000

</TABLE>


ALLOCATION OF CASH:

The cash portion of the Purchase Price (calculated in accordance with Section
2.2(b) and referred to herein as the "Cash Portion") shall be allocated among
the Purchased Shares as follows:

(1)      the Class "A" Voting Common shall receive an amount equal to 58% of the
         Cash Portion less an amount equal to the Market Value of 3,053
         Asymetrix Shares;

(2)      the Class "B" Voting Common shall receive an amount equal to 37% of the
         Cash Portion less an amount equal to the Market Value of 1,947
         Asymetrix Shares; and

(3)      the Class "C" Voting Common shall receive an amount equal to 5% of the
         Cash Portion plus an amount equal to the Market Value of 5,000
         Asymetrix Shares.

The "Market Value" of an Asymetrix Share shall be equal to the closing price of
an Asymetrix Share on the Nasdaq National Market on the Closing date, converted
into Canadian dollars using the exchange rate published in the WALL STREET
JOURNAL on the Closing Date.


<PAGE>

                                        -24-


                                   EXHIBIT 3.0
                      SHAREHOLDERS' SCHEDULE OF EXCEPTIONS

Any disclosures made under the heading of one section of this Schedule of
Exceptions shall apply to and/or qualify disclosures made under one or more
other sections to the extent that such disclosure contains sufficient
information to clearly indicate that it applies to such other sections. Section
headings are provided for convenience only. Unless otherwise defined, any
capitalized terms in this Schedule of Exceptions shall have the same meanings
assigned to such terms in the Agreement. Nothing in this Schedule of Exceptions
constitutes an admission of any liability or obligation of any Shareholder to
any third party, nor an admission against any Shareholder's interests.

None, except as otherwise set forth in Schedules 3.5, 3.9, 3.11, 3.12 and 3.17


<PAGE>

                                        -25-


                                  SCHEDULE 3.5
                                 CAPITALIZATION

<TABLE>
<CAPTION>

SHAREHOLDER NAME             CLASS OF SHARES                                                 NO. SHARES
--------------------------------------------------------------------------------------------------------
<S>                          <C>                                                             <C>
Fred Lam                     Class "A" Voting Common                                                 58
Ivan Lam                     Class "B" Voting Common                                                 37
Guinevere Kwong              Class "C" Voting Common                                                  5
--------------------------------------------------------------------------------------------------------
     Total Common                                                                                   100

Tuen Fook Jong               Class "G" Non-voting Cumulative Preference                          66,666
Don Jung                     Class "G" Non-voting Cumulative Preference                          33,333
--------------------------------------------------------------------------------------------------------
     Total Preference                                                                            99,999

</TABLE>


<PAGE>

                                        -26-


                                  SCHEDULE 3.9
                         PIXELMEDIA FINANCIAL STATEMENTS

      The Pixelmedia Financial statements are attached following this page.


<PAGE>

                                        -27-


                                  SCHEDULE 3.11
                          CHANGES SINCE APRIL 30, 1999

    None, except as set forth in the June 24 Pixelmedia interim financial
statements attached behind this page.


<PAGE>

                                        -28-


                                  SCHEDULE 3.12
                               MATERIAL AGREEMENTS


TEACHER AND OTHER CONTENT WRITER CONTRACTS:
<TABLE>
<CAPTION>

                                                 DATE OF
                                                CONTRACT
<S>                                             <C>
Bat-Sheve (Shevy) Levy                             4-Nov-98
Andres Guackenbush                                30-Oct-98
Barry Gruntman                                    30-Oct-98
Ron Sherman                                       14-Sep-98
Annette Lyon                                      14-Sep-98
Terence W. Honer                                  14-Sep-98
Michael Cranny                                     8-Feb-98
Cam Bastedo                                        1-Sep-98
Cam Bastedo                                       14-Dec-98
Sooke School District                             17-Aug-98

LIST OF OPEN SALES CONTRACTS:
South Island Distance Education (SIDE)             4-Mar-99
Kumsheeen Secondary School                        10-Jun-99
Abbotsford School District                        26-Apr-99
Sation Stretch                                     5-Oct-98
Okanagan (Osoyoos) Learning Centre                 5-Sep-98

</TABLE>


LIST OF EQUIPMENT LEASE AGREEMENTS:

<TABLE>
<CAPTION>

                                                                              MONTHLY       START        FINISH
               LEASING COMPANY                LEASE #       ITEMS             PAYMENT       DATE         DATE
<S>                                           <C>           <C>               <C>           <C>          <C>
------------------------------------------------------------------------------------------------------------------
National Leasing Group                        171111        1 computer         $  79.04      5/26/97      5/26/00
------------------------------------------------------------------------------------------------------------------
National Leasing Group                        171808        2 computers,       $ 156.26      9/12/97      9/12/01
                                                            2 monitors
------------------------------------------------------------------------------------------------------------------
National Leasing Group                        2002940       8 computers,       $ 552.84     12/15/97     12/15/01
                                                            monitors,
                                                            and 1 LCD
                                                            projector
------------------------------------------------------------------------------------------------------------------
National Leasing Group                        2016563       1 server           $  76.77       7/3/98       7/3/01
------------------------------------------------------------------------------------------------------------------
National Leasing Group                        536176        phone              $  75.20     10/28/98     10/28/02
                                                            system and 7
                                                            phones
------------------------------------------------------------------------------------------------------------------
Dana Commercial                               533335        6 computers,       $ 452.12     11/30/98     11/30/00
                                                            1 notebook
------------------------------------------------------------------------------------------------------------------
National Leasing Group                        2028778       1 computer,        $ 222.68     12/31/98     12/31/02
                                                            1 printer, 1
                                                            server
------------------------------------------------------------------------------------------------------------------
National Leasing Group                        2039100       CD copier          $ 144.81      4/23/99      4/23/03
------------------------------------------------------------------------------------------------------------------
National Leasing Group                        2041395       1 Sony             $  91.07      5/13/99      5/13/03
                                                            laptop
------------------------------------------------------------------------------------------------------------------


</TABLE>

REAL ESTATE LEASE:
<TABLE>
<CAPTION>

                                                                              1999
                                                   DATE          DATE        MONTHLY
LANDLORD                                           START        FINISH       PAYMENT
----------------------------------------------------------------------------------------
<S>                                                <C>          <C>          <C>
Jacombs 3000 Investments Ltd.                       12/1/97     11/30/02     $ 2,351.38
property address:
218-3771 Jacombs Road
Richmond, BC V6F 2L9


</TABLE>

<PAGE>

                                        -29


                                  SCHEDULE 3.17
                              PIXELMEDIA EMPLOYEES
<TABLE>
<CAPTION>

                                                            CURRENT       OTHER
NAME                     TITLE                              SALARY        COMPENSATION
------------------------------------------------------------------------------------------------------------
<S>                      <C>                                <C>           <C>
Tony Carley              VP, Sales and Marketing            $ 24,000      3% commission until Aug. 1999
Megan Johnson            Graphic Artist                     $ 22,200
Leaf Kirschner           Graphic Director                   $ 34,800
Guin Kwong               CFO                                $ 72,000
Fred Lam                 President                          $ 85,000
Ivan Lam                 VP, Technical                      $ 80,000
Lark Lampman             Graphic Artist                     $ 22,200
Mandy Lui                Programmer                         $ 22,400
Brad Nash                Graphic Artist                     $ 20,400
Mike Sherman             Dir. Of Education                  $ 36,000      $100 monthly travel allowance
Daniel Wang Ah-Fat       VP, Production                     $ 45,000
Barbara Whiting          Scripter                           $ 34,200
------------------------------------------------------------------------------------------------------------

</TABLE>



<PAGE>


                                        -30-

                                   EXHIBIT 4.0
                        ASYMETRIX SCHEDULE OF EXCEPTIONS

Any disclosures made under the heading of one section of this Schedule of
Exceptions shall apply to and/or qualify disclosures made under one or more
other sections to the extent that such disclosure contains sufficient
information to clearly indicate that it applies to such other sections. Section
headings are provided for convenience only. Unless otherwise defined, any
capitalized terms in this Schedule of Exceptions shall have the same meanings
assigned to such terms in the Agreement. Nothing in this Schedule of Exceptions
constitutes an admission of any liability or obligation of Asymetrix to any
third party, nor an admission against Asymetrix's interests. All disclosures
made herein are supplemented by any additional disclosure made in the Asymetrix
SEC Documents, and any disclosure made in the Asymetrix SEC Documents shall be
incorporated herein by this reference.

4.2    The Agreement, Ancillary Agreements and consummation of these
transactions have not yet been authorized by Asymetrix's Board of Directors.
Such authorization must be obtained prior to the Closing.

4.4    The obligation to proceed with the Closing is subject to authorization of
the Agreement, Ancillary Agreements and consummation of these transactions by
Asymetrix's Board of Directors.

4.7    GRANT V. ASYMETRIX CORPORATION. For more information see Part I Item 3 of
Asymetrix's 1998 Annual Report on Form 10-K included with the Asymetrix SEC
Documents.

4.9    Asymetrix has operated at a loss since March 31, 1999, which has
reduced its available cash.

<PAGE>


                                        -31-


                                   EXHIBIT 9.1
                                SHAREHOLDER LOANS


<TABLE>
<CAPTION>

SHAREHOLDER NAME                         TOTAL LOAN AMOUNT
----------------------------------------------------------
<S>                                      <C>
Fred Lam                                       290,907.54
Guin Kwong                                     227,208.15
----------------------------------------------------------
Total Shareholder Loans                        518,115.69

</TABLE>


<PAGE>


                                        -32-

                                   EXHIBIT 9.4
                      OPTION GRANTS TO PIXELMEDIA EMPLOYEES

<TABLE>
<CAPTION>

NAME                           TITLE                                  OPTIONS
------------------------------------------------------------------------------
<S>                            <C>                                    <C>
Tony Carley                    VP, Sales and Marketing                  5,000
Megan Johnson                  Graphic Artist                           2,220
Leaf Kirschner                 Graphic Director                         5,000
Guin Kwong                     CFO                                     32,000
Fred Lam                       President                               32,000
Ivan Lam                       VP, Technical                           32,000
Lark Lampman                   Graphic Artist                           2,220
Mandy Lui                      Programmer                               2,240
Brad Nash                      Graphic Artist                           2,040
Mike Sherman                   Dir. Of Education                        5,000
Daniel Wang Ah-Fat             VP, Production                          10,000
Barbara Whiting                Scripter                                 3,420
------------------------------------------------------------------------------
                                                                      133,140

</TABLE>