Exhibit 10.03

CLICK2LEARN, INC.
1998 DIRECTORS STOCK OPTION PLANAs Adopted by the Board of Directors on December 29, 1997
And Amended and Restated on April 18, 2000
And Further Amended on May 30, 2001

1.    Purpose.  This 1998 Directors Stock Option Plan (this"Plan")
is established to provide equity incentives for certain nonemployee members of the Board of Directors of Click2learn, Inc., formerly Asymetrix Learning Systems, Inc. (the "Company"),
who are described in Section 6.1 below, by granting such persons (or, if any such person is a representative of an entity that is a
shareholder of the Company and such person so requests, to such entity) are options to purchase shares of stock of the Company.

2.    Adoption and Stockholder Approval.  After this Plan is adopted by the Board of Directors of the Company (the "Board"), this
Plan will become effective on the time and date (the"Effective Date") on which the
registration statement filed by the Company with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "Securities
Act"), to register the initial public offering of the Company's Common Stock is declared effective by the SEC. This Plan shall be approved
by the stockholders of the Company, consistent with applicable laws, within twelve (12) months after the date this Plan is adopted by the Board.

3.    Types of Options and Shares.  Options granted under this Plan shall be non-qualified stock options
("NQSOs").  The shares of stock that may be purchased upon exercise of Options granted under this Plan (the "Shares") are shares of
the Common Stock of the Company.

4.    Number of Shares.  The maximum number of Shares that may be issued pursuant to Options granted under this Plan
(the"Maximum Number") is 487,500 Shares, subject to adjustment as provided in this Plan. If any Option is terminated for any reason without being
exercised in whole or in part, the Shares thereby released from such Option shall be available for purchase under other Options subsequently granted under this Plan. At all times during the term of
this Plan, the Company shall reserve and keep
available such number of Shares as shall be required to satisfy the requirements of outstanding Options granted under this Plan; provided, however that if the aggregate number of Shares subject to
outstanding Options granted under this Plan plus the aggregate number of Shares previously issued by the Company pursuant to the exercise of Options granted under this Plan equals or exceeds the
Maximum Number, then notwithstanding anything herein to the contrary, no further Options may be granted under this Plan until the Maximum Number is increased or the aggregate number of Shares subject
to outstanding Options granted under this Plan plus the aggregate number of Shares previously issued by the Company pursuant to the exercise of Options granted under this Plan is less than the Maximum
Number.

5.    Administration.  This Plan shall be administered by the Board or by a committee of not less than two members
of the Board appointed to administer this Plan (the"Committee"). As used in this Plan, references to the Committee shall mean either such Committee or
the Board if no Committee has been established. The interpretation by the Committee of any of the provisions of this Plan or any Option granted under this Plan shall be final and binding upon the
Company and all persons having an interest in any Option or any Shares purchased pursuant to an Option.

6.    Eligibility and Award Formula.



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7.    Terms and Conditions of Options.  Subject to the following and to Section 6 above:



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8.    Exercise of Options.



9.    Nontransferability of Options.  During the lifetime of the Optionee, an Option shall be exercisable only by
the Optionee or by the Optionee's guardian or legal representative, unless otherwise determined by the Committee. No Option may be sold, pledged, assigned, hypothecated, transferred or disposed of in
any manner other than by will or by the laws of descent and distribution, unless otherwise determined by the Committee.

10.    Privileges of Stock Ownership.  No Optionee shall have any of the rights of a stockholder with respect to any
Shares subject to an Option until the Option has been validly exercised. No adjustment shall be made for dividends or distributions or other rights for which the record date is

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prior to the date of exercise, except as provided in this Plan. The Company shall provide to each Optionee a copy of the annual financial statements of the Company at such time after the close of
each fiscal year of the Company as they are released by the Company to its stockholders.

11.    Adjustment of Option Shares.  In the event that the number of outstanding shares of Common Stock of the
Company is changed by a stock dividend, stock split, reverse stock split, combination, reclassification or similar change in the capital structure of the Company without consideration, the number of
Shares available under this Plan and the number of Shares subject to outstanding Options and the exercise price per share of such outstanding Options shall be proportionately adjusted, subject to any
required action by the Board or stockholders of the Company and compliance with applicable securities laws; provided, however, that no fractional shares shall be issued upon exercise of any Option and
any resulting fractions of a Share shall be rounded up to the nearest whole Share.

12.    No Right or Obligation to Continue as Director.  Nothing in this Plan or any Option granted under this Plan
shall confer on any Optionee any right or obligation to continue as a director of the Company.

13.    Compliance With Laws.  The grant of Options and the issuance of Shares upon exercise of any Options shall be
subject to and conditioned upon compliance with all applicable requirements of law, including without limitation compliance with the Securities Act, compliance with all other applicable state
securities laws and compliance with the requirements of any stock exchange or national market system on which the Shares may be listed. The Company shall be under no obligation to register the Shares
with the SEC or to effect compliance with the registration or qualification requirement of any state securities laws, stock exchange or national market system.

14.    Acceleration of Options on Certain Corporate Transactions.  In the event of (a) a dissolution or
liquidation of the Company, (b) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a
reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings and the
Options granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption, conversion or replacement will be binding on all Optionees), (c) a merger in
which the Company is the surviving corporation but after which the stockholders of the Company (other than any stockholder which merges (or which owns or controls another corporation which merges)
with the Company in such merger) cease to own their shares or other equity interests in the Company, (d) the sale of substantially all of the assets of the Company, or (e) the
acquisition, sale or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar transaction, the vesting of all options granted pursuant to this Plan will accelerate
and the options will become exercisable in full prior to the consummation of such event at such times and on such conditions as the Committee determines, and must be exercised, if at all, within six
months of the consummation of said event. Any options not exercised within such six-month period shall expire.

15.    Amendment or Termination of Plan.  The Board may at any time terminate or amend this Plan or any outstanding
option, provided that the Board may not terminate or amend the terms of any outstanding option without the consent of the Optionee. In any case, no amendment of this Plan may adversely affect any then
outstanding Options or any unexercised portions thereof without the written consent of the Optionee.

16.    Term of Plan.  Options may be granted pursuant to this Plan from time to time within a period of ten
(10) years from the Effective Date.

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17.    Certain Definitions.  As used in this Plan, the following terms shall have the following meanings:



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