Exhibit 4.14

WARRANT TO PURCHASE STOCK

THIS
WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE
PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE
OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

WARRANT TO PURCHASE STOCK

|Company:          | Click2learn, Inc., a Delaware corporation                                                                                                                    
|----------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number of Shares: | 181,324 [equal to $200,000 divided by the Warrant Price]                                                                                                     
|Class of Stock:   | Common                                                                                                                                                       
|Warrant Price:    | $1.10 per share [the greater of (i) $0.55 per share or (ii) the average closing price per share for the 15 trading days immediately preceding the Issue Date]
|Issue Date:       | December 6, 2002                                                                                                                                             
|Expiration Date:  | December 5, 2009                                                                                                                                             

THIS
WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, SILICON VALLEY BANK ("Holder") is entitled to purchase the number of fully
paid and nonassessable shares of the class of securities (the "Shares") of the company (the "Company") at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this
Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.

ARTICLE
1.EXERCISE.

1.1Method of Exercise.    Holder may exercise this Warrant by delivering a duly executed Notice of Exercise in
substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Article 1.2, Holder shall also deliver
to the Company a check, wire transfer (to an account designated by the Company), or other from of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

1.2Conversion Right.    In lieu of exercising this Warrant as specified in Article 1.1, Holder may from
time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable
upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to
Article 1.3.

1.3Fair Market Value.    If the Company's common stock is traded in a public market and the shares are common
stock, the fair market value of each Share shall be the closing price of a Share reported for the business day immediately before Holder delivers its Notice of Exercise to the Company (or in the
instance where the Warrant is exercised immediately prior to the effectiveness of the Company's initial public offering, the "price to public" per share price specified in the final prospectus
relating to such
offering). If the Company's common stock is not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

1.4Delivery of Certificate and New Warrant.    Promptly after Holder exercises or converts this Warrant and, if
applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been

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fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired.

1.5Replacement of Warrants.    On receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the
case of mutilation, or surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

1.6Treatment of Warrant Upon Acquisition of Company.



As
used herein "Affiliate" shall mean any person or entity that owns or controls directly or indirectly ten (10) percent or more of the stock of
Company, any person or entity that controls or is controlled by or is under common control with such persons or entities, and each of such person's or entity's officers, directors, joint venturers or
partners, as applicable.

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ARTICLE
2.ADJUSTMENTS TO THE SHARES.

2.1Stock Dividends, Splits, Etc.    If the Company declares or pays a dividend on the Shares payable in common
stock, or other securities, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would
have been entitled had Holder owned the Shares of record as of the date the dividend occurred. If the Company subdivides the Shares by reclassification or otherwise into a greater number of shares or
takes any other action which increase the amount of stock into which the Shares are convertible, the number of shares purchasable hereunder shall be proportionately increased and the Warrant Price
shall be proportionately decreased. If the outstanding shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately
increased and the number of Shares shall be proportionately decreased.

2.2Reclassification, Exchange, Combinations or Substitution.    Upon any reclassification, exchange, substitution,
or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or
conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification,
exchange, substitution, or other event. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other
property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of
securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant.
The provisions of this Article 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

2.3Adjustments for Diluting Issuances.

2.4No Impairment.    The Company shall not, by amendment of its Certificate of Incorporation or through a
reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such
action as may be necessary or appropriate to protect Holder's rights under this Article against impairment.

2.5Fractional Shares.    No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the
number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such
fractional share interest by paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Share.

2.6Certificate as to Adjustments.    Upon each adjustment of the Warrant Price, the Company shall promptly notify
Holder in writing, and, at the Company's expense, promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts
upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of adjustments
leading to such Warrant Price.

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ARTICLE
3.REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1Representations and Warranties.    The Company represents and warrants to the Holder as follows:



*equal to the greater of (i) $0.55 per share or (ii) the average closing price per share for the 15 trading days immediately preceding the Issue
Date.



3.2Notice of Certain Events.    If the Company proposes at any time (a) to declare any dividend or
distribution upon any of its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for sale additional shares of any class or
series of the Company's stock; (c) to effect any reclassification or recapitalization of any of its stock; (d) to merge or consolidate with or into any other corporation, or sell, lease,
license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten
public offering of the company's securities for cash, then, in connection with each such event, the Company shall give Holder: (1) at least 10 days prior written notice of the date on
which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights
to vote, if any, in respect of the matters referred to in (c) and (d) above; (2) in the case of the matters referred to in (c) and (d) above at least 10 days
prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other
property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration
rights.

3.3Registration Under Securities Act of 1933, as amended.

3.4No Shareholder Rights.    Except as provided in this Warrant, the Holder will not have any rights as a
shareholder of the Company until the exercise of this Warrant.

ARTICLE
4.REPRESENTATIONS, WARRANTIES OF THE HOLDER.    The Holder represents and warrants to the Company as
follows:

4.1Purchase for Own Account.    This Warrant and the securities to be acquired upon exercise of this Warrant by
the Holder will be acquired for investment for the Holder's account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also
represents that the Holder has not been formed for the specific purpose of acquiring this Warrant or the Shares.

4.2Disclosure of Information.    The Holder has received or has had full access to all the information it
considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. The Holder further has had an opportunity to
ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent
the Company possessed such information or could acquire it without

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unreasonable effort or expense) necessary to verify any information furnished to the Holder or to which the Holder has access.

4.3Investment Experience.    The Holder understands that the purchase of this Warrant and its underlying
securities involves substantial risk. The Holder has experience as an investor in securities of companies in the development stage and acknowledges that the Holder can bear the economic risk of such
Holder's investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that the Holder is capable of evaluating the merits and risks
of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling
persons of a nature and duration that enables the Holder to be aware of the character, business acumen and financial circumstances of such persons.

4.4Accredited Investor Status.    The Holder is an "accredited investor" within the meaning of Regulation D
promulgated under the Act.

4.5The Act.    The Holder understands that this Warrant and the Shares issuable upon exercise or conversion hereof
have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder's investment intent as
expressed herein. The Holder understands that this Warrant and the Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the 1933 Act and
qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.

ARTICLE
5.    MISCELLANEOUS.

5.1Term:    This Warrant is exercisable in whole or in part at any time and from time to time on or before the
Expiration Date.

5.2Legends.    This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion
of the Shares, if any) shall be imprinted with a legend in substantially the following form:



5.3Compliance with Securities Laws on Transfer.    This Warrant and the Shares issuable upon exercise of this
Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal
and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the
Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to Silicon Valley Bancshares (Holder's parent company) or any
other affiliate of Holder. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of current information as referenced in
Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and
the Company is provided with a copy of Holder's notice of proposed sale.

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5.4Transfer Procedure.    Upon receipt by Holder of the executed Warrant, Holder will transfer all of this Warrant
to Silicon Valley Bancshares, Holder's parent company, by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing
Company with written notice, Silicon Valley Bancshares and any subsequent Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable
directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, Silicon Valley Bancshares or any subsequent Holder will give
the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for
reissuance to the transferee(s) (and Holder if applicable). The Company may refuse to transfer this
Warrant or the Shares to any person who directly competes with the Company, unless, in either case, the stock of the Company is publicly traded.

5.5Notices.    All notices and other communications from the Company to the Holder, or vice versa, shall be deemed
delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the
case may (or on the first business day after transmission by facsimile) be, in writing by the Company or such holder from time to time. Effective upon receipt of the fully executed Warrant and the
initial transfer described in Article 5.4 above, all notices to the Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer
or otherwise:



Notice
to the Company shall be addressed as follows until the Holder receives notice of a change in address:



5.6Waiver.    This Warrant and any term hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

5.7Attorney's Fees.    In the event of any dispute between the parties concerning the terms and provisions of this
Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney's fees.

5.8Automatic Conversion upon Expiration.    In the event that, upon the Expiration Date, the fair market value of
one Share (or other security issuable upon the exercise hereof) as determined in accordance
with Section 1.3 above is greater than the Exercise Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be converted pursuant to
Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate
representing the Shares (or such other securities) issued upon such conversion to the Holder.

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5.9Counterparts.    This Warrant may be executed in counterparts, all of which together shall constitute one and
the same agreement.

5.10Governing Law.    This Warrant shall be governed by and construed in accordance with the laws of the State of
California, without giving effect to its principles regarding conflicts of law.

|"COMPANY"           |                                                    |  |       
|------------------- | -------------------------------------------------- |  | ------
|CLICK2LEARN, INC.   |                                                    |  |       
|                    |                                                    |  |       
|By:                 | /s/JOHN ATHERLY                                    |  | By:   
|                    |                                                    |  |       
|Name:               | John Atherly(Print)                                |  | Name: 
|                    |                                                    |  |       
|Title:              | Chairman of the Board, President or
Vice President |  | Title:
|"HOLDER"            |                                                    |  |       
|SILICON VALLEY BANK |                                                    |  |       
|                    |                                                    |  |       
|By:                 | /s/SCOTT BERGQUIST                                 |  |       
|                    |                                                    |  |       
|Name:               | Scott Bergquist(Print)                             |  |       
|                    |                                                    |  |       
|Title:              | SVP                                                |  |       

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APPENDIX 1

NOTICE OF EXERCISE

1.    Holder
elects to purchase  shares of the Common/Series
 Preferred
[strike one] Stock of  pursuant to the terms of the attached Warrant, and tenders payment of
the purchase price of the shares
in full.



1.    Holder
elects to convert the attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant. This conversion is exercised
for  of the Shares covered by the Warrant.

[Strike
paragraph that does not apply.]

2.    Please
issue a certificate or certificates representing the shares in the name specified below:

Holders Name(Address)


3.    By
its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Article 4 of the Warrant as the
date hereof.

| |  | HOLDER:
| |  | -------
| |  |        
| |  |        
| |  | By:    
| |  | Name:  
| |  | Title: 
| |  | (Date):

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APPENDIX 2

ASSIGNMENT

For value received, Silicon Valley Bank hereby sells, assigns and transfers unto

Name:

Silicon Valley BancsharesAddress:

3003 Tasman Drive (HA-200)
Santa Clara, CA 95054Tax ID:

91-1962278


that certainWarrant to Purchase Stock issued by CLICK2LEARN, INC. (the "Company"), on November    , 2002 (the
"Warrant") together with all rights, title and interest therein.

| |  | SILICON VALLEY BANK
| |  | -------------------
| |  |                    
| |  | By:                
| |  | Name:              
| |  | Title:             

Date:
[insert Issue Date]

By
its execution below, and for the benefit of the Company, Silicon Valley Bancshares makes each of the representations and warranties set forth in Article 4 of the Warrant as of the date
hereof.

| |  | SILICON VALLEY BANCSHARES
| |  | -------------------------
| |  |                          
| |  | By:                      
| |  | Name:                    
| |  | Title:                   

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