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                                                                   EXHIBIT 10.49

                              EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                                LIGHTSPAN, INC.

                                      AND

                                  [EXECUTIVE]



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                                TABLE OF CONTENTS

<TABLE>
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                                                                                          PAGE
<S>                                                                                       <C>
1.      EMPLOYMENT..........................................................................1
2.      LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.................................2
3.      COMPENSATION OF THE EXECUTIVE.......................................................3
4.      TERMINATION.........................................................................3
5.      CHANGE OF CONTROL...................................................................7
6.      SUCCESSORS..........................................................................8
7.      CONFIDENTIAL AND PROPRIETARY INFORMATION; NONSOLICITATION...........................8
8.      ASSIGNMENT AND BINDING EFFECT.......................................................9
9.      NOTICES.............................................................................9
10.     CHOICE OF LAW......................................................................10
11.     INTEGRATION........................................................................10
12.     AMENDMENT..........................................................................10
13.     WAIVER.............................................................................10
14.     SEVERABILITY.......................................................................10
15.     INTERPRETATION; CONSTRUCTION.......................................................10
16.     REPRESENTATIONS AND WARRANTIES.....................................................11
17.     COUNTERPARTS.......................................................................11
18.     ARBITRATION........................................................................11
19.     INJUNCTIVE RELIEF..................................................................11
20.     TRADE SECRETS OF OTHERS............................................................12
21.     ADVERTISING WAIVER.................................................................12
</TABLE>



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                         EMPLOYMENT AGREEMENT -- TIER I


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

                                    RECITALS

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

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

                                    AGREEMENT

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

        1.      EMPLOYMENT.

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

                1.2 TITLE. The Executive shall have the title of
[_______________________] of the Company and shall serve in such other capacity
or capacities as the Board of Directors of the Company may from time to time
prescribe. The Executive shall report to [_______________________].

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



                                       1.
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                1.4 POLICIES AND PRACTICES. The employment relationship between
the Parties shall be governed by the policies and practices established by the
Company and its Board of Directors. The Executive will acknowledge in writing
that he has read the Company's Employee Handbook, which will govern the terms
and conditions of his employment with the Company, along with this Agreement. In
the event that the terms of this Agreement differ from or are in conflict with
the Company's policies or practices or the Company's Employee Handbook, this
Agreement shall control.

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

        2.      LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.

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

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

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

        3.      COMPENSATION OF THE EXECUTIVE.

                3.1 BASE SALARY. The Company shall pay the Executive a base
salary of ____________________ Dollars ($________) per year (the "base salary"),
less payroll



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

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

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

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

        4.      TERMINATION.

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

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

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

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

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

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



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

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

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

                4.4 COMPENSATION UPON TERMINATION.

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

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

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

                        (i) The equivalent of the Executive's annual base salary
in effect on the date of termination for a period of eighteen (18) months, less
standard deductions and withholdings, and the equivalent of the average bonus
earned by the Executive over the eighteen (18) months prior to the date of
termination, less standard deductions and withholdings, to be paid over a period
of eighteen (18) months after the date of termination; and

                        (ii) In the event the Executive elects continued
coverage under COBRA, the Company will reimburse Executive for the same portion
of Executive's COBRA health insurance premium that it paid during the
Executive's employment up until the earlier of either (i) eighteen (18) months
after the date of termination or, (ii) the date in which the Executive begins
full-time employment with another company or business entity; and



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

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

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

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

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


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

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

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



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

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

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

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

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

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

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

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

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

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



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        5.      CHANGE OF CONTROL.

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

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

                        (ii) The Executive shall receive the Severance Benefits
(as defined in Section 4.4.3)), subject to the following modifications: (a) the
salary continuation and bonus payment provided in Section 4.4.3 will be extended
from eighteen (18) months to twenty-four (24) months; and (b) the salary
continuation and bonus payment provided for in Section 4.4.3 will be paid in a
lump sum payment upon the effective date of the Change of Control and such
payment will be offset by any salary continuation and bonus payments previously
received by Executive pursuant to Section 4.4.3.

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

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



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

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

        6.      SUCCESSORS.

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

        7.      CONFIDENTIAL AND PROPRIETARY INFORMATION; NONSOLICITATION.

                7.1 The Executive agrees to continue to abide by the
Nondisclosure Agreement executed by Executive on ________________, a copy of
which is attached hereto as Exhibit B.

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



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

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

        8.      ASSIGNMENT AND BINDING EFFECT.

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

        9.      NOTICES.

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

                If to the Company:

                        LIGHTSPAN, INC.

                               -------------------------------

                               -------------------------------

                If to the Executive:

                               -------------------------------

                               -------------------------------

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



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        10.     CHOICE OF LAW.

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

        11.     INTEGRATION.

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

        12.     AMENDMENT.

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

        13.     WAIVER.

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

        14.     SEVERABILITY.

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

        15.     INTERPRETATION; CONSTRUCTION.

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



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        16.     REPRESENTATIONS AND WARRANTIES.

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

        17.     COUNTERPARTS.

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

        18.     ARBITRATION.

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

I HAVE READ Section___ AND IRREVOCABLY AGREE TO ARBITRATE ANY DISPUTE IDENTIFIED
ABOVE. ______ (EXECUTIVE'S INITIALS)

        19.     INJUNCTIVE RELIEF.

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



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Executive or to obtain temporary and permanent injunctive relief against
violations hereof by the Executive, including, but not limited to violations of
the Proprietary Information and Inventions Agreement, and, in furtherance
thereof, to apply to any court with jurisdiction over the Parties to enforce the
provisions hereof.

        20.     TRADE SECRETS OF OTHERS.

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

        21.     ADVERTISING WAIVER.

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



                                       12
<PAGE>   15

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

LIGHTSPAN, INC.

By:
   -----------------------------------------
Its:
    ----------------------------------------

Dated:
      --------------------------------------


EXECUTIVE:


--------------------------------------------
[EXECUTIVE]


Dated:
      --------------------------------------



                                       13
<PAGE>   16

                                    EXHIBIT A

                          RELEASE AND WAIVER OF CLAIMS

        In consideration of the payments and other benefits set forth in Section
[4.4.3 or 5.1] of the Employment Agreement dated ___________, to which this form
is attached, I, [EXECUTIVE], hereby furnish LIGHTSPAN, INC. (or its successor)
(the "Company"), with the following release and waiver ("Release and Waiver").

        I hereby release, and forever discharge the Company, its officers,
directors, agents, employees, stockholders, successors, assigns, affiliates,
parent, subsidiaries, and benefit plans, of and from any and all claims,
liabilities, demands, causes of action, costs, expenses, attorneys' fees,
damages, indemnities and obligations of every kind and nature, in law, equity,
or otherwise, known and unknown, suspected and unsuspected, disclosed and
undisclosed, arising at any time prior to and including my employment
termination date with respect to any claims relating to my employment and the
termination of my employment, including but not limited to, claims pursuant to
any federal, state or local law relating to employment, including, but not
limited to, discrimination claims, claims under the California Fair Employment
and Housing Act, and the Federal Age Discrimination in Employment Act of 1967,
as amended ("ADEA"), or claims for wrongful termination, breach of the covenant
of good faith, contract claims, tort claims, and wage or benefit claims,
including but not limited to, claims for salary, bonuses, commissions, stock,
stock options, vacation pay, fringe benefits, severance pay or any form of
compensation.

        I also acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to any claims I may have against the
Company.

        I acknowledge that, among other rights, I am waiving and releasing any
rights I may have under ADEA, that this Release and Waiver is knowing and
voluntary, and that the consideration given for this Release and Waiver is in
addition to anything of value to which I was already entitled as an executive of
the Company. I further acknowledge that I have been advised, as required by the
Older Workers Benefit Protection Act, that: (a) the Release and Waiver granted
herein does not relate to claims which may arise after this Release and Waiver
is executed; (b) I have the right to consult with an attorney prior to executing
this Release and Waiver (although I may choose voluntarily not to do so); and if
I am over 40 years of age upon execution of this Release and Waiver: (c) I have
twenty-one (21) days from the date of termination of my employment with the
Company in which to consider this Release and Waiver (although I may choose
voluntarily to execute this Release and Waiver earlier); (d) I have seven (7)
days following the execution of this Release and Waiver to revoke my consent to
this Release and Waiver; and (e) this Release and Waiver shall not be effective
until the seven (7) day revocation period has expired.

Date:                                        By:
     ---------------------------------          --------------------------------
                                                [EXECUTIVE]



<PAGE>   17

                                    EXHIBIT B

                                 LIGHTSPAN, INC.

                PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

                In consideration of my employment or continued employment by
LIGHTSPAN, INC. (the "Company"), and the compensation now and hereafter paid to
me, I, [EXECUTIVE], hereby agree as follows:

        1. NONDISCLOSURE

        1.1 RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE. At all times during
my employment and thereafter, I will hold in strictest confidence and will not
disclose, use, lecture upon or publish any of the Company's Proprietary
Information (defined below), except as such disclosure, use or publication may
be required in connection with my work for the Company, or unless an officer of
the Company expressly authorizes such in writing. I will obtain Company's
written approval before publishing or submitting for publication any material
(written, verbal, or otherwise) that relates to my work at Company and/or
incorporates any Proprietary Information. I hereby assign to the Company any
rights I may have or acquire in such Proprietary Information and recognize that
all Proprietary Information shall be the sole property of the Company and its
assigns.

        1.2 PROPRIETARY INFORMATION. The term "PROPRIETARY INFORMATION" shall
mean any and all confidential and/or proprietary knowledge, data or information
of the Company. By way of illustration but not limitation, "PROPRIETARY
INFORMATION" includes (a) trade secrets, inventions, mask works, ideas,
processes, formulas, source and object codes, data, programs, other works of
authorship, know-how, improvements, discoveries, developments, designs and
techniques (hereinafter collectively referred to as "INVENTIONS"); and (b)
information regarding plans for research, development, new products, marketing
and selling, business plans, budgets and unpublished financial statements,
licenses, prices and costs, suppliers and customers; and (c) information
regarding the skills and compensation of other employees of the Company.
Notwithstanding the foregoing, it is understood that, at all such times, I am
free to use information which is generally known in the trade or industry, which
is not gained as result of a breach of this Agreement, and my own, skill,
knowledge, know-how and experience to whatever extent and in whichever way I
wish.

        1.3 THIRD PARTY INFORMATION. I understand, in addition, that the Company
has received and in the future will receive from third parties confidential or
proprietary information ("Third Party Information") subject to a duty on the
Company's part to maintain the confidentiality of such information and to use it
only for certain limited purposes. During the term of my employment and
thereafter, I will hold Third Party Information in the strictest confidence and
will not disclose to anyone (other than Company personnel who need to know such
information in connection with their work for the Company) or use, except in
connection with my work for the Company, Third Party Information unless
expressly authorized by an officer of the Company in writing.

        1.4 NO IMPROPER USE OF INFORMATION OF PRIOR EMPLOYERS AND OTHERS. During
my employment by the Company I will not improperly use or disclose any
confidential information or trade secrets, if any, of any former employer or any
other person to whom I have an obligation of confidentiality, and I will not
bring onto the premises of the Company any unpublished documents or any property
belonging to any former employer or any other person to whom I have an
obligation of confidentiality unless consented to in writing by that former
employer or person. I will use in the performance of my duties only information
which is generally known and used by persons with training and experience
comparable to my own, which is common knowledge in the industry or otherwise
legally in the public domain, or which is otherwise provided or developed by the
Company.

        2. ASSIGNMENT OF INVENTIONS.

        2.1 PROPRIETARY RIGHTS. The term "Proprietary Rights" shall mean all
trade secret, patent, copyright, mask work and other intellectual property
rights throughout the world.

        2.2 PRIOR INVENTIONS. Inventions, if any, patented or unpatented, which
I made prior to the commencement of my employment with the Company are excluded
from the scope of this Agreement. To preclude any possible uncertainty, I have
set forth on Exhibit B-2 (Previous Inventions) attached hereto a complete list
of all Inventions that I have, alone or jointly with others, conceived,
developed or reduced



                                       1.
<PAGE>   18

to practice or caused to be conceived, developed or reduced to practice prior to
the commencement of my employment with the Company, that I consider to be my
property or the property of third parties and that I wish to have excluded from
the scope of this Agreement (collectively referred to as "Prior Inventions"). If
disclosure of any such Prior Invention would cause me to violate any prior
confidentiality agreement, I understand that I am not to list such Prior
Inventions in Exhibit B-2 but am only to disclose a cursory name for each such
invention, a listing of the party(ies) to whom it belongs and the fact that full
disclosure as to such inventions has not been made for that reason. A space is
provided on Exhibit B-2 for such purpose. If no such disclosure is attached, I
represent that there are no Prior Inventions. If, in the course of my employment
with the Company, I incorporate a Prior Invention into a Company product,
process or machine, the Company is hereby granted and shall have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license (with rights to
sublicense through multiple tiers of sublicensees) to make, have made, modify,
use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I
will not incorporate, or permit to be incorporated, Prior Inventions in any
Company Inventions without the Company's prior written consent.

        2.3 ASSIGNMENT OF INVENTIONS. Subject to Sections 2.4 and 2.6, I hereby
assign and agree to assign in the future (when any such Inventions or
Proprietary Rights are first reduced to practice or first fixed in a tangible
medium, as applicable) to the Company all my right, title and interest in and to
any and all Inventions (and all Proprietary Rights with respect thereto) whether
or not patentable or registrable under copyright or similar statutes, made or
conceived or reduced to practice or learned by me, either alone or jointly with
others, during the period of my employment with the Company. Inventions assigned
to the Company, or to a third party as directed by the Company pursuant to this
Section 2, are hereinafter referred to as "Company Inventions".

        2.4 NONASSIGNABLE INVENTIONS. This Agreement does not apply to an
Invention which qualifies fully as a nonassignable Invention under Section 2870
of the California Labor Code (hereinafter "Section 2870"). I have reviewed the
notification on Exhibit B-1 (Limited Exclusion Notification) and agree that my
signature acknowledges receipt of the notification.

        2.5 OBLIGATION TO KEEP COMPANY INFORMED. During the period of my
employment and for six (6) months after termination of my employment with the
Company, I will promptly disclose to the Company fully and in writing all
Inventions authored, conceived or reduced to practice by me, either alone or
jointly with others. In addition, I will promptly disclose to the Company all
patent applications filed by me or on my behalf within a year after termination
of employment. At the time of each such disclosure, I will advise the Company in
writing of any Inventions that I believe fully qualify for protection under
Section 2870; and I will at that time provide to the Company in writing all
evidence necessary to substantiate that belief. The Company will keep in
confidence and will not use for any purpose or disclose to third parties without
my consent any confidential information disclosed in writing to the Company
pursuant to this Agreement relating to Inventions that qualify fully for
protection under the provisions of Section 2870. I will preserve the
confidentiality of any Invention that does not fully qualify for protection
under Section 2870.

        2.6 GOVERNMENT OR THIRD PARTY. I also agree to assign all my right,
title and interest in and to any particular Company Invention to a third party,
including without limitation the United States, as directed by the Company.

        2.7 WORKS FOR HIRE. I acknowledge that all original works of authorship
which are made by me (solely or jointly with others) within the scope of my
employment and which are protectable by copyright are "works made for hire",
pursuant to United States Copyright Act (17 U.S.C., Section 101).

        2.8 ENFORCEMENT OF PROPRIETARY RIGHTS. I will assist the Company in
every proper way to obtain, and from time to time enforce, United States and
foreign Proprietary Rights relating to Company Inventions in any and all
countries. To that end I will execute, verify and deliver such documents and
perform such other acts (including appearances as a witness) as the Company may
reasonably request for use in applying for, obtaining, perfecting, evidencing,
sustaining and enforcing such Proprietary Rights and the assignment thereof. In
addition, I will execute, verify and deliver assignments of such Proprietary
Rights to the Company or its designee. My obligation to assist the Company with
respect to Proprietary Rights relating to such Company Inventions in any and all
countries shall continue beyond the termination of my employment, but the
Company shall compensate me at a reasonable rate after my termination for the
time actually spent by me at the Company's request on such assistance.

In the event the Company is unable for any reason, after reasonable effort, to
secure my signature on any document needed in connection with the actions



                                       2.
<PAGE>   19

specified in the preceding paragraph, I hereby irrevocably designate and appoint
the Company and its duly authorized officers and agents as my agent and attorney
in fact, which appointment is coupled with an interest, to act for and in my
behalf to execute, verify and file any such documents and to do all other
lawfully permitted acts to further the purposes of the preceding paragraph with
the same legal force and effect as if executed by me. I hereby waive and
quitclaim to the Company any and all claims, of any nature whatsoever, which I
now or may hereafter have for infringement of any Proprietary Rights assigned
hereunder to the Company.

        3. RECORDS. I agree to keep and maintain adequate and current records
(in the form of notes, sketches, drawings and in any other form that may be
required by the Company) of all Proprietary Information developed by me and all
Inventions made by me during the period of my employment at the Company, which
records shall be available to and remain the sole property of the Company at all
times.

        4. ADDITIONAL ACTIVITIES. I agree that during the period of my
employment by the Company I will not, without the Company's express written
consent, engage in any employment or business activity which is competitive
with, or would otherwise conflict with, my employment by the Company. I agree
further that for the period of my employment by the Company and for one (l) year
after the date of termination of my employment by the Company I will not induce
any employee of the Company to leave the employ of the Company.

        5. NO CONFLICTING OBLIGATION. I represent that my performance of all the
terms of this Agreement and as an executive of the Company does not and will not
breach any agreement to keep in confidence information acquired by me in
confidence or in trust prior to my employment by the Company. I have not entered
into, and I agree I will not enter into, any agreement either written or oral in
conflict herewith.

        6. RETURN OF COMPANY DOCUMENTS. When I leave the employ of the Company,
I will deliver to the Company any and all drawings, notes, memoranda,
specifications, devices, formulas, and documents, together with all copies
thereof, and any other material containing or disclosing any Company Inventions,
Third Party Information or Proprietary Information of the Company. I further
agree that any property situated on the Company's premises and owned by the
Company, including disks and other storage media, filing cabinets or other work
areas, is subject to inspection by Company personnel at any time with or without
notice. Prior to leaving, I will cooperate with the Company in completing and
signing the Company's termination statement.

        7. LEGAL AND EQUITABLE REMEDIES. Because my services are personal and
unique and because I may have access to and become acquainted with the
Proprietary Information of the Company, the Company shall have the right to
enforce this Agreement and any of its provisions by injunction, specific
performance or other equitable relief, without bond and without prejudice to any
other rights and remedies that the Company may have for a breach of this
Agreement.

        8. NOTICES. Any notices required or permitted hereunder shall be given
to the appropriate party at the address specified below or at such other address
as the Party shall specify in writing. Such notice shall be deemed given upon
personal delivery to the appropriate address or if sent by certified or
registered mail, three (3) days after the date of mailing.

        9. NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ of
the Company, I hereby consent to the notification of my new employer of my
rights and obligations under this Agreement.

        10. GENERAL PROVISIONS.

        10.1 GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION. This Agreement
will be governed by and construed according to the laws of the State of
California, as such laws are applied to agreements entered into and to be
performed entirely within California between California residents. I hereby
expressly consent to the personal jurisdiction of the state and federal courts
located in San Diego County, California for any lawsuit filed there against me
by Company arising from or related to this Agreement.

        10.2 SEVERABILITY. In case any one or more of the provisions contained
in this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein. If moreover, any one or more of the provisions
contained in this Agreement shall for any reason be held to be excessively broad
as to duration,


                                       3.
<PAGE>   20

geographical scope, activity or subject, it shall be construed
by limiting and reducing it, so as to be enforceable to the extent compatible
with the applicable law as it shall then appear.

        10.3 SUCCESSORS AND ASSIGNS. This Agreement will be binding upon my
heirs, executors, administrators and other legal representatives and will be for
the benefit of the Company, its successors, and its assigns.

        10.4 SURVIVAL. The provisions of this Agreement shall survive the
termination of my employment and the assignment of this Agreement by the Company
to any successor in interest or other assignee.

        10.5 EMPLOYMENT. I agree and understand that nothing in this Agreement
shall confer any right with respect to continuation of employment by the
Company, nor shall it interfere in any way with my right or the Company'S right
to terminate my employment at any time, with or without Cause.

        10.6 WAIVER. No waiver by the Company of any breach of this Agreement
shall be a waiver of any preceding or succeeding breach. No waiver by the
Company of any right under this Agreement shall be construed as a waiver of any
other right. The Company shall not be required to give notice to enforce strict
adherence to all terms of this Agreement.

        10.7 ENTIRE AGREEMENT. The obligations pursuant to Sections 1 and 2 of
this Agreement shall apply to any time during which I was previously employed,
or am in the future employed, by the Company as a consultant if no other
agreement governs nondisclosure and assignment of inventions during such period.
This Agreement is the final, complete and exclusive agreement of the Parties
with respect to the subject matter hereof and supersedes and merges all prior
discussions between us. No modification of or amendment to this Agreement, nor
any waiver of any rights under this Agreement, will be effective unless in
writing and signed by the Party to be charged. Any subsequent change or changes
in my duties, salary or compensation will not affect the validity or scope of
this Agreement.

        This Agreement shall be effective as of the first day of my employment
with the Company, namely: _______________, 20__.

        I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE
COMPLETELY FILLED OUT EXHIBIT B-1 TO THIS AGREEMENT.

Dated:
      ---------------------------------


---------------------------------------
(SIGNATURE)


---------------------------------------
(EXECUTIVE'S PRINTED NAME)


ACCEPTED AND AGREED TO:

LIGHTSPAN, INC.

--------------------------------------

--------------------------------------

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

Title:
      ---------------------------------

Dated:
      ---------------------------------



                                       4.
<PAGE>   21

                                   EXHIBIT B-1

                         LIMITED EXCLUSION NOTIFICATION


        THIS IS TO NOTIFY THE EXECUTIVE in accordance with Section 2872 of the
California Labor Code that the foregoing Agreement between the Executive and the
Company does not require the Executive to assign or offer to assign to the
Company any invention that the Executive developed entirely on your own time
without using the Company's equipment, supplies, facilities or trade secret
information except for those inventions that either:

        1.      RELATE AT THE TIME OF CONCEPTION OR REDUCTION TO PRACTICE OF THE
                INVENTION TO THE COMPANY'S BUSINESS, OR ACTUAL OR DEMONSTRABLY
                ANTICIPATED RESEARCH OR DEVELOPMENT OF THE COMPANY;

        2.      RESULT FROM ANY WORK PERFORMED BY THE EXECUTIVE FOR THE COMPANY.

        To the extent a provision in the foregoing Agreement purports to require
the Executive to assign an invention otherwise excluded from the preceding
paragraph, the provision is against the public policy of this state and is
unenforceable.

        This limited exclusion does not apply to any patent or invention covered
by a contract between the Company and the United States or any of its agencies
requiring full title to such patent or invention to be in the United States.

        I ACKNOWLEDGE RECEIPT of a copy of this notification.

                                            ------------------------------------
                                            [EXECUTIVE]

                                            Date:
                                                 -------------------------------

WITNESSED BY:


---------------------------------------
(PRINTED NAME OF REPRESENTATIVE)



<PAGE>   22

                                   EXHIBIT B-2

TO:       LIGHTSPAN, INC.

FROM:     [EXECUTIVE]

DATE:     ________________, 2001

SUBJECT:  PREVIOUS INVENTIONS

1. Except as listed in Section 2 below, the following is a complete list of all
inventions or improvements relevant to the subject matter of my employment by
LIGHTSPAN, Inc. (the "Company") that have been made or conceived or first
reduced to practice by me alone or jointly with others prior to my engagement by
the Company:

        [ ]      No inventions or improvements.

        [ ]      See below:

                 ---------------------------------------------------------------

                 ---------------------------------------------------------------

                 ---------------------------------------------------------------


        [ ]      Additional sheets attached.

        2. Due to a prior confidentiality agreement, I cannot complete the
disclosure under Section 1 above with respect to inventions or improvements
generally listed below, the proprietary rights and duty of confidentiality with
respect to which I owe to the following party(ies):

      INVENTION OR IMPROVEMENT      PARTY(IES)            RELATIONSHIP

1.
      --------------------------    --------------------  ----------------------
2.
      --------------------------    --------------------  ----------------------
3.
      --------------------------    --------------------  ----------------------

        [ ]      Additional sheets attached.