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                                                                   EXHIBIT 10.48

                              SEPARATION AGREEMENT


This Separation Agreement ("Agreement") is made and entered into by and between
MERRITT FARREN ("Farren") and LIGHTSPAN, INC. (the "Company"), as of the eighth
day after this Agreement is signed by Farren (the "Effective Date"). In order to
amicably resolve any disputes surrounding Farren's termination of employment
from the Company and to facilitate Farren's transition, Farren and the Company
hereby agree as follows:

1. SEPARATION DATE. Farren's last day of employment with the Company will be
February 9, 2001 (the "Separation Date").

2. ACCRUED SALARY AND VACATION. The Company agrees that it will pay Farren all
accrued salary, and all accrued and unused personal time off benefits earned
through the Separation Date, if any, subject to standard payroll deductions,
withholding taxes and other obligations. Farren is entitled to this payment
regardless of whether or not Farren signs this Agreement and whether or not this
Agreement becomes effective.

3. EXPENSE REIMBURSEMENT. Within thirty (30) business days of Farren's execution
of this Agreement, Farren agrees that Farren will submit Farren's final
documented expense reimbursement statement reflecting all business expenses
Farren incurred prior to and including the Separation Date, if any, for which
Farren seeks reimbursement. The Company shall reimburse Farren's expenses
pursuant to Company policy and regular business practice.

4. SEVERANCE. Although the Company has no policy or procedure for providing
severance benefits, in exchange for the promises and covenants set forth herein,
and in consideration thereof, the Company agrees to make severance payments to
Farren, subject to Section 9 herein, in the form of continuation of Farren's
base salary in effect on the Separation Date, plus one-half of eligible bonus,
for 8.8 months from the Separation Date ("Severance Period"), pursuant to the
schedule attached hereto as Exhibit A. These payments will begin on the first
payroll date following the Effective Date of this Agreement and will be made on
the Company's ordinary payroll dates thereafter. The severance payments will be
subject to standard payroll deductions and withholdings.

5. INSURANCE BENEFITS. Should Farren elect COBRA coverage, the Company will pay
the monthly premiums under COBRA to maintain Farren's group health insurance
(including medical and dental insurance) coverage at the same level as during
his employment until the earlier of: 1) the last day of the Severance Period; or
2) Farren begins full-time employment with another Company or entity. Farren's
contributions for medical, dental, and/or flexible spending accounts will
continue to be deducted from severance payments at the same level as during his
employment. After the Severance Period and to the extent provided by the federal
COBRA law or, if applicable, state insurance laws, and by the Company's current
group health insurance policies, Farren will be eligible to continue Farren's
health insurance benefits under COBRA at his own expense. Farren will be
provided with a separate notice of Farren's COBRA rights.

6. STOCK OPTIONS. Farren's stock options will terminate ninety (90) days after
the Separation Date if not exercised. Therefore, if Farren chooses to exercise
any of his vested stock options, he must do so within ninety (90) days of the
Separation Date.


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7. OTHER COMPENSATION AND BENEFITS. Except as expressly provided herein, Farren
acknowledges and agrees that Farren is not entitled to and will not receive any
additional compensation, severance, stock options, stock or benefits from the
Company. Farren agrees and understands that all vesting under any stock
compensation award (e.g., incentive stock option, nonqualified stock option,
stock purchase agreement, or restricted stock bonus agreement) from the Company
shall cease upon the Separation Date. Any and all rights that Farren may have in
any Employee Stock Purchase Plan, Stock Option Plan or 401(k) Plan are
determined in accordance with the provisions of the applicable plan and any
agreements signed by Farren.

8. NON-SOLICITATION.

Farren agrees that during the Severance Period he 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 his relationship with
the Company in order to become an employee, consultant or independent contractor
to or for any other person or entity.

9. TERMINATION OF COMPANY'S OBLIGATIONS. Notwithstanding any provisions in this
Agreement to the contrary, the Company's obligations, and Farren's rights
pursuant to Section 4 herein, regarding the payment of severance, shall cease
and be rendered a nullity immediately should Farren fail to comply with any of
the provisions of Sections 8 and 12 herein.

10. NO FURTHER EMPLOYMENT WITH THE COMPANY. Farren understands and agrees that,
as a condition of this Agreement, Farren shall not be entitled to any employment
with the Company, its parents or subsidiaries, and Farren hereby waives any
right, or alleged right, of employment or re-employment with the Company and any
of its parents or subsidiaries. Farren further agrees that Farren will only be
eligible to apply for employment with the Company, its parents or subsidiaries,
if Farren obtains prior written consent from the Company, which consent may be
withheld for any reason or no reason.

11. COMPANY PROPERTY. Upon the Separation Date, Farren agrees to return to the
Company all Company documents (and all copies thereof) and other Company
property in Farren possession or Farren's control, including, but not limited
to, Company files, business plans, notes, samples, sales notebooks, drawings,
specifications, calculations, sequences, data, computer-recorded information,
tangible property, including, but not limited to, cellular phones, computers,
credit cards, entry cards, keys and any other materials of any nature pertaining
to Farren's work with the Company, and any documents or data of any description
(or any reproduction of any documents or data) containing or pertaining to any
proprietary or confidential material of the Company.

12. PROPRIETARY INFORMATION OBLIGATIONS. Farren hereby acknowledges that Farren
has had access to confidential and proprietary information and trade secrets of
the Company in connection with Farren's relationship therewith. Farren hereby
acknowledges that such information includes, but is not limited to: (a)
inventions, developments, designs, applications, improvements, trade secrets,
formulae, know-how, methods or processes, discoveries, techniques, plans,
strategies and data (hereinafter "Inventions"); and (b) plans for research,
development, new products, marketing and selling, information regarding business
plans, budgets and unpublished financial statements, licenses, prices and costs,
information concerning


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potential and existing suppliers and customers and information regarding the
skills and compensation of employees of the Company (collectively, with
Inventions, hereinafter referred to as "Proprietary Information"). In view of
the foregoing, Farren hereby agrees, warrants and acknowledges that:

       (a) Upon the Separation Date, Farren will surrender and deliver to the
Company all documents, notes, laboratory notebooks, drawings, specifications,
calculations, sequences, data and other materials of any nature pertaining to
Farren's work with the Company, and any documents or data of any description (or
any reproduction of any documents or data) containing or pertaining to any of
the foregoing Proprietary Information.

       (b) Farren has held and will continue to hold in confidence and trust all
Proprietary Information and shall not use or disclose any Proprietary
Information or anything related to such information without the prior written
consent of the Company.

       (c) Farren has assigned to the Company Farren's entire 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, conceived of, reduced to practice, or learned, by him,
either alone or jointly with others, during the course of Farren's relationship
with the Company.

       (d) Farren's breach of the foregoing agreements and acknowledgments will
result in unique and special harm to the Company and therefore the Company shall
have the right to enforce this Agreement and any of its provisions by
injunction, specific performance or other equitable relief without prejudice to
any other rights and remedies that the Company may have for a breach of this
Agreement.

13. NON-DISPARAGEMENT. Farren and the Company agree that neither party will at
any time disparage the other party, and the other party's officers, directors,
employees, shareholders and agents, in any manner likely to be harmful to them
or their business, business reputation or personal reputation; provided that
each party shall respond accurately and fully to any questions, inquiry or
request for information when required by legal process.

14. CONFIDENTIALITY AND PUBLICITY. The provisions of this Agreement shall be
held in strictest confidence by Farren and the Company and shall not be
publicized or disclosed in any manner whatsoever; provided, however, that: (a)
Farren may disclose this Agreement, in confidence, to Farren's immediate family;
(b) the parties may disclose this Agreement in confidence to their respective
attorneys, accountants, auditors, tax preparers, and financial advisors; (c) the
Company may disclose this Agreement as necessary to fulfill standard or legally
required corporate reporting or disclosure requirements; and (d) the parties may
disclose this Agreement insofar as such disclosure may be necessary to enforce
its terms or as otherwise required by law.

15. MUTUAL RELEASE OF CLAIMS. In exchange for the promises and covenants set
forth herein, Farren and the Company (including the Company's parents and
subsidiaries, and their officers, directors, agents, servants, employees,
attorneys, shareholders, partners, successors, assigns, affiliates, customers,
and clients) hereby release, acquit, and forever discharge one


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another 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 out of or in any way related to
agreements, acts or conduct at any time prior to the Separation Date, including,
but not limited to: all such claims and demands directly or indirectly arising
out of or in any way connected with the Company's employment of Farren, the
termination of that employment, and the Company's performance of its obligations
as Farren's former employer; claims or demands related to salary, bonuses,
commissions, stock, stock options, or any other ownership interests in the
Company, vacation pay, fringe benefits, expense reimbursements, severance pay,
or any form of compensation; claims pursuant to any federal, state or local law
or cause of action including, but not limited to, the California Fair Employment
and Housing Act, the federal Civil Rights Act of 1964, as amended; the federal
Age Discrimination in Employment Act of 1967, as amended; the federal Americans
With Disabilities Act; tort law; contract law; wrongful discharge;
discrimination; harassment; fraud; defamation; emotional distress; and breach of
the implied covenant of good faith and fair dealing.

16. ADEA WAIVER. Farren further acknowledges that Farren is knowingly and
voluntarily waiving and releasing any rights Farren may have under the Age
Discrimination in Employment Act of 1967 ("ADEA"). Farren also acknowledges that
the consideration given for the waiver and release in the preceding paragraphs
hereof is in addition to anything of value to which Farren was already entitled.
If Farren is forty (40) years of age or older when this release is signed,
Farren hereby provides the further acknowledgment that Farren is advised by this
writing, as required by the Older Workers Benefit Protection Act, that: (a)
Farren's waiver and release do not apply to any rights or claims that may arise
after the Effective Date of this Agreement; (b) Farren has the right to consult
with an attorney prior to executing this Agreement (although Farren may
voluntarily choose not to do so); (c) Farren may have at least forty-five (45)
days to consider this Agreement (although Farren may by Farren's own choice
execute this Agreement earlier); (d) Farren may have seven (7) days following
the execution of this Agreement to revoke this Agreement; and (e) this Agreement
shall not be effective until the date upon which the revocation period has
expired, therefore making the effective date the eighth day after this Agreement
is signed by Farren (the "Effective Date").

17. SECTION 1542 WAIVER. In giving this release, which includes claims which may
be unknown to Farren or to the Company at present, Farren and the Company hereby
acknowledge that they have read and understand Section 1542 of the Civil Code of
the State of California 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.

Farren and the Company hereby expressly waive and relinquish all rights and
benefits under this section and any law or legal principle of similar effect in
any jurisdiction with respect to claims released hereby.

18. NO ADMISSIONS. The parties hereto hereby acknowledge that this is a
compromise settlement of various matters, and that the promised payments in
consideration of this Agreement


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shall not be construed to be an admission of any liability or obligation by
either party to the other party or to any other person whomsoever.

19. ENTIRE AGREEMENT. This Agreement constitutes the complete, final and
exclusive embodiment of the entire Agreement between Farren and the Company with
regard to the subject matter hereof. It is entered into without reliance on any
promise or representation, written or oral, other than those expressly contained
herein. It may not be modified except in writing signed by Farren and a duly
authorized officer of the Company. Each party has carefully read this Agreement,
has been afforded the opportunity to be advised of its meaning and consequences
by his or its respective attorneys, and signed the same of his or its free will.

20. SUCCESSORS AND ASSIGNS. This Agreement shall bind the heirs, personal
representatives, successors, assigns, executors, and administrators of each
party, and inure to the benefit of each party, its agents, directors, officers,
employees, servants, heirs, successors and assigns.

21. APPLICABLE LAW. This Agreement shall be deemed to have been entered into and
shall be construed and enforced in accordance with the laws of the State of
California as applied to contracts made and to be performed entirely within
California.

22. ARBITRATION. To ensure rapid and economical resolution of any disputes which
may arise under this Agreement, Farren 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") under the then-existing AAA
employment-related 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. The prevailing party in such arbitration proceeding shall be entitled
to recover from the other party reasonable attorneys' fees, arbitration expenses
and other recoverable costs incurred in connection with such arbitration
proceeding.

23. INJUNCTIVE RELIEF. Farren 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 Farren of this Agreement, including,
but not limited to Section 12 herein, could not reasonably or adequately be
compensated in damages in an action at law. Therefore, notwithstanding Section
22 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 to compel specific performance hereof
by Farren or to obtain temporary and permanent injunctive relief against
violations hereof by Farren, including, but not limited to violations of
Sections 8 and 12 herein


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and, in furtherance thereof, to apply to any court with jurisdiction over the
parties to enforce the provisions hereof.

24. SEVERABILITY. If a court of competent jurisdiction determines that any term
or provision of this Agreement is invalid or unenforceable, in whole or in part,
then the remaining terms and provisions hereof shall be unimpaired. Such court
will have the authority to modify or replace the invalid or unenforceable term
or provision with a valid and enforceable term or provision that most accurately
represents the parties' intention with respect to the invalid or unenforceable
term or provision.

25. INDEMNIFICATION. Each party will indemnify and save harmless each other
party hereto from any loss incurred directly or indirectly by reason of the
falsity or inaccuracy of any representation made herein.

26. AUTHORIZATION. Each party warrants and represents that there are no liens or
claims of lien or assignments in law or equity or otherwise of or against any of
the claims or causes of action released herein and, further, that the parties
are fully entitled and duly authorized to give Farren complete and final general
release and discharge.

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

28. SECTION HEADINGS. The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

MERRITT FARREN,
an individual.


/s/ Merritt D. Farren
------------------------------------------
Merritt Farren

Dated:   1/31/01
      ------------------------------------

LIGHTSPAN, INC.

/s/ John T. Kernan
------------------------------------------
John Kernan
CEO

Dated:   1/31/01
      ------------------------------------


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