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                              CLICK2LEARN.COM, INC.

                           1998 EQUITY INCENTIVE PLAN

             Adopted by the Board of Directors on December 29, 1997

      Reflecting Changes in Share Numbers from 3 for 4 Reverse Stock Split
   effective June 8, 1998 and as Amended on May 25, 1999 and on May 25, 2000


     1.  PURPOSE. The purpose of this Plan is to provide incentives to
attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of the Company, and any of its Parent
and Subsidiaries, by offering them an opportunity to participate in the
Company's future performance through awards of Options, Restricted Stock and
Stock Bonuses. Capitalized terms not defined in the text are defined in Section
23.

     2.  SHARES SUBJECT TO THE PLAN.

         2.1  NUMBER OF SHARES AVAILABLE. Subject to Sections 2.2 and 18, the
total  number of Shares reserved and available for grant and issuance
pursuant to this Plan will be 4,00,000 Shares. Subject to Sections 2.2 and
18, Shares that: (a) are subject to issuance upon exercise of an Option but
cease to be subject to such Option for any reason other than exercise of such
Option; (b) are subject to an Award granted hereunder but are forfeited or
are repurchased by the Company at the original issue price; or (c) are
subject to an Award that otherwise terminates without Shares being issued,
will again be available for grant and issuance in connection with future
Awards under this Plan. Any authorized shares not issued or subject to
outstanding grants under the Company's 1995 Combined Incentive and
Nonqualified Stock Option Plan (the "Prior Plan") on the Effective Date (as
defined below) and any shares that are issuable upon exercise of options
granted pursuant to the Prior Plan that expire  or become unexercisable for
any reason without having been exercised in full, will no longer be available
for grant and issuance under the Prior Plan, but will be available for grant
and issuance under this Plan. In addition, any shares issued under the Prior
Plan which are repurchased or forfeited will be available for grant and
issuance under this Plan. At all times the Company shall  reserve and keep
available a sufficient number of Shares as shall be required to satisfy the
requirements of all outstanding Options granted under this Plan and all other
outstanding but unvested Awards granted under this Plan.

         2.2  ADJUSTMENT OF SHARES. In the event that the number of
outstanding shares is changed by a stock dividend, recapitalization, stock
split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance under this Plan, (b) the
Exercise Prices of and number of Shares subject to outstanding Options, and
(c) the number of Shares subject to other outstanding Awards will be
proportionately adjusted, subject to any required action by the Board or the
stockholders of the Company and compliance with applicable securities laws;
PROVIDED, HOWEVER, that fractions of a Share will not be issued but will
either be replaced by a cash payment equal to the Fair Market Value of such
fraction of a Share or will be rounded up to the nearest whole Share, as
determined by the Committee.

     3.  ELIGIBILITY. ISOs (as defined in Section 5 below) may be granted
only to employees (including officers and directors who are also employees)
of the Company or of a Parent or Subsidiary of the Company. All other Awards
may be granted to employees, officers, directors, consultants, independent
contractors and advisors of the Company or any Parent or Subsidiary of the
Company; PROVIDED such consultants, contractors and advisors render bona fide
services not in connection with the offer and sale of securities in a
capital-raising transaction. No person will be eligible to receive more than
375,000 Shares in any calendar year under this Plan pursuant to the grant of
Awards hereunder, other than new employees of the Company or of a Parent or
Subsidiary of the Company (including new employees who are also officers and
directors of the Company or any Parent or Subsidiary

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of the Company), who are eligible to receive up to a maximum of 750,000
Shares in the calendar year in which they commence their employment. A person
may be granted more than one Award under this Plan.

     4.  ADMINISTRATION.

         4.1  COMMITTEE AUTHORITY. This Plan will be administered by the
Committee or by the Board acting as the Committee. Subject to the general
purposes, terms and conditions of this Plan, and to the direction of the
Board, the Committee will have full power to implement and carry out this
Plan. Without limitation, the Committee will have the authority to:

              (a)  construe and interpret this Plan, any Award Agreement
                   and any other agreement or document executed pursuant
                   to this Plan;

              (b)  prescribe, amend and rescind rules and regulations relating
                   to this Plan or any Award;

              (c)  select persons to receive Awards;

              (d)  determine the form and terms of Awards;

              (e)  determine the number of Shares or other consideration
                   subject to Awards; PROVIDED, HOWEVER, that any single
                   Award of more than 20,000 shares to any individual
                   shall require the approval of the entire Board;

              (f)  determine whether Awards will be granted singly, in
                   combination with, in tandem with, in replacement of, or
                   as alternatives to, other Awards under this Plan or any
                   other incentive or compensation plan of the Company or
                   any Parent or Subsidiary of the Company;

              (g)  grant waivers of Plan or Award conditions;

              (h)  determine the vesting, exercisability and payment of Awards;

              (i)  correct any defect, supply any omission or reconcile
                   any inconsistency in this Plan, any Award or any Award
                   Agreement;

              (j)  determine whether an Award has been earned; and

              (k)  make all other determinations necessary or advisable for the
                   administration of this Plan.

         4.2  COMMITTEE DISCRETION. Any determination made by the Committee
with respect to any Award will be made in its sole discretion at the time of
grant of the Award or, unless in contravention of any express term of this
Plan or Award, at any later time, and such determination will be final and
binding on the Company and on all persons having an interest in any Award
under this Plan. The Committee may delegate to one or more officers of the
Company the authority to grant an Award under this Plan to Participants who
are not Insiders of the Company.

     5.  OPTIONS. The Committee may grant Options to eligible persons and
will determine whether such Options will be Incentive Stock Options within
the meaning of the Code ("ISOS") or Nonqualified Stock Options ("NQSOS"), the
number of Shares subject to the Option, the Exercise Price of the Option, the
period during which the Option may be exercised, and all other terms and
conditions of the Option, subject to the following:

         5.1  FORM OF OPTION GRANT. Each Option granted under this Plan will
be evidenced by an Award Agreement which will expressly identify the Option
as an ISO or an NQSO ("STOCK

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OPTION AGREEMENT"), and will be in such form and contain such provisions
(which need not be the same for each Participant) as the Committee may from
time to time approve, and which will comply with and be subject to the terms
and conditions of this Plan.

         5.2  DATE OF GRANT. The date of grant of an Option will be the date
on which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee. The Stock Option Agreement and a copy
of this Plan will be delivered to the Participant within a reasonable time
after the granting of the Option.

         5.3  EXERCISE PERIOD AND EXERCISABILITY. Options may be exercisable
within the times or upon the events determined by the Committee as set forth
in the Stock Option Agreement governing such Option; PROVIDED, HOWEVER, that
no Option will be exercisable after the expiration of ten (10) years from the
date the Option is granted; and PROVIDED FURTHER that no ISO granted to a
person who directly or by attribution owns more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or of any
Parent or Subsidiary of the Company ("TEN PERCENT STOCKHOLDER") will be
exercisable after the expiration of five (5) years from the date the ISO is
granted. The Committee also may provide for Options to become exercisable at
one time or from time to time, periodically or otherwise, in such number of
Shares or percentage of Shares as the Committee determines. Unless otherwise
determined by the Committee, the Award Agreement for any Option granted to a
full time employee that becomes exercisable over time shall provide that if,
subsequent to the grant date of an Option, such employee's work schedule is
reduced such that the employee is working less than full time but has not
been Terminated, then the number of Shares or percentage of Shares that
become exercisable at the times specified in the Award Agreement shall be
reduced in proportion to the reduction in the employee's work schedule.

         5.4  EXERCISE PRICE. The Exercise Price of an Option will be
determined by the Committee when the Option is granted and may be not less
than 85% of the Fair Market Value of the Shares on the date of grant;
provided that: (i) the Exercise Price of an ISO will be not less than 100% of
the Fair Market Value of the Shares on the date of grant; and (ii) the
Exercise Price of any ISO granted to a Ten Percent Stockholder will not be
less than 110% of the Fair Market Value of the Shares on the date of grant.
Payment for the Shares purchased may be made in accordance with Section 8 of
this Plan.

         5.5  METHOD OF EXERCISE. Options may be exercised only by delivery
to the Company of a written stock option exercise agreement (the "EXERCISE
AGREEMENT") in a form approved by the Committee (which need not be the same
for each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares purchased under such Exercise Agreement,
if any, and such representations and agreements regarding Participant's
investment intent and access to information and other matters, if any, as may
be required or desirable by the Company to comply with applicable securities
laws, together with payment in full of the Exercise Price for the number of
Shares being purchased.

         5.6  TERMINATION. Notwithstanding the exercise periods set forth in
the Stock Option Agreement, exercise of an Option will always be subject to
the following:

              (a)  If the Participant is Terminated for any reason except
                   death or Disability, then the Participant may exercise
                   such Participant's Options only to the extent that such
                   Options would have been exercisable upon the
                   Termination Date no later than three (3) months after
                   the Termination Date (or such shorter or longer time
                   period not exceeding five (5) years as may be
                   determined by the Committee, with any exercise beyond
                   three (3) months after the Termination Date deemed to
                   be an NQSO), but in any event, no later than the
                   expiration date of the Options.

              (b)  If the Participant is Terminated because of Participant's
                   death or Disability (or the Participant dies within three
                   (3) months after a Termination other than because of
                   Participant's death or disability), then Participant's
                   Options may be exercised only to the extent that such
                   Options would have been exercisable by Participant on the
                   Termination Date and must be

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                   exercised by Participant (or Participant's legal
                   representative or authorized assignee) no later than twelve
                   (12) months after the Termination Date (or such shorter or
                   longer time period not exceeding  five (5) years as may be
                   determined by the Committee, with any such exercise beyond
                   (a) three (3) months after the Termination Date when the
                   Termination is for any reason other than the Participant's
                   death or Disability, or (b) twelve (12) months after the
                   Termination  Date when the Termination is for Participant's
                   death or Disability, deemed to be an NQSO), but in any event
                   no later than the expiration date of the Options.

              (c)  Notwithstanding the provisions in paragraph 5.6(a) above,
                   if a Participant is terminated for Cause, neither the
                   Participant, the Participant's estate nor such other person
                   who may then hold the Option shall be entitled to exercise
                   any Option with respect to any Shares whatsoever, after
                   termination of service, whether or not after termination of
                   service the Participant may receive payment from the Company
                   or Subsidiary for vacation pay, for services rendered
                   prior to termination, for services rendered for the day on
                   which termination occurs, for salary in lieu of notice, or
                   for any other benefits. In making such determination, the
                   Board shall give the Participant an opportunity to present
                   to the Board evidence on his or her behalf. For the purpose
                   of this paragraph, termination of service shall be deemed
                   to occur on the date when the Company dispatches notice or
                   advice to the Participant that his or her service is
                   terminated.

         5.7  LIMITATIONS ON EXERCISE. The Committee may specify a
reasonable minimum number of Shares that may be purchased on any exercise of
an Option, provided that such minimum number will not prevent Participant
from exercising the Option for the full number of Shares for which it is then
exercisable.

         5.8  LIMITATIONS ON ISOS. The aggregate Fair Market Value
(determined as of the date of grant) of Shares with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year
(under this Plan or under any other incentive stock option plan of the
Company, Parent or Subsidiary of the Company) will not exceed $100,000. If
the Fair Market Value of Shares on the date of grant with respect to which
ISOs are exercisable for the first time by a Participant during any calendar
year exceeds $100,000, then the Options for the first $100,000 worth of
Shares to become exercisable in such calendar year will be ISOs and the
Options for the amount in excess of $100,000 that become exercisable in that
calendar year will be NQSOs. In the event that the Code or the regulations
promulgated thereunder are amended after the Effective Date of this Plan to
provide for a different limit on the Fair Market Value of Shares permitted to
be subject to ISOs, such different limit will be automatically incorporated
herein and will apply to any Options granted after the effective date of such
amendment.

         5.9  MODIFICATION, EXTENSION OR RENEWAL. The  Committee may modify,
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant's rights
under any Option previously granted. Any outstanding ISO that is modified,
extended, renewed or otherwise altered will be treated in accordance with
Section 424(h) of the Code. The Committee may reduce the Exercise Price of
outstanding Options without the consent of Participants affected by a written
notice to them; PROVIDED, HOWEVER, that the Exercise Price may not be reduced
below the minimum Exercise Price that would be permitted under Section 5.4 of
this Plan for Options granted on the date the action is taken to reduce the
Exercise Price.

         5.10 NO DISQUALIFICATION. Notwithstanding  any other provision in
this Plan, no term of this Plan relating to an ISO will be interpreted,
amended or altered, nor will any discretion or authority granted under this
Plan be exercised, so as to disqualify this Plan under Section 422 of the
Code or, without the consent of the Participant affected, to disqualify any
ISO under Section 422 of the Code.

     6.  RESTRICTED STOCK. A Restricted Stock Award is an offer by the
Company to sell to an eligible person Shares that are subject to
restrictions. The Committee will determine to whom an offer will be made, the
number of Shares the person may purchase, the price to be paid (the "PURCHASE
PRICE"), the restrictions

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to which the Shares will be subject, and all other terms and conditions of
the Restricted Stock Award, subject to the following:

         6.1  FORM OF RESTRICTED STOCK AWARD. All purchases under a
Restricted Stock Award made pursuant to this Plan will be evidenced by an
Award Agreement ("RESTRICTED STOCK PURCHASE AGREEMENT") that will be in such
form (which need not be the same for each Participant) as the Committee will
from time to time approve, and will comply with and be subject to the terms
and conditions of this Plan. The offer of Restricted Stock will be accepted
by the Participant's execution and delivery of the Restricted Stock Purchase
Agreement and full payment for the Shares to the Company within thirty (30)
days from the date the Restricted Stock Purchase Agreement is delivered to
the person. If such person does not execute and deliver the Restricted Stock
Purchase Agreement along with full payment for the Shares to the Company
within thirty (30) days, then the offer will terminate, unless otherwise
determined by the Committee.

         6.2  PURCHASE PRICE. The Purchase Price of Shares sold pursuant to a
Restricted Stock Award will be determined by the Committee on the date the
Restricted Stock Award is granted, except in the case of a sale to a Ten
Percent Stockholder, in which case the Purchase Price will be 100% of the
Fair Market Value. Payment of the Purchase Price may be made in accordance
with Section 8 of this Plan.

         6.3  TERMS OF RESTRICTED STOCK AWARDS. Restricted Stock Awards shall
be subject to such restrictions as the Committee may impose. These
restrictions may be based upon completion of a specified number of years of
service with the Company or upon completion of the performance goals as set
out in advance in the Participant's individual Restricted Stock Purchase
Agreement. Restricted Stock Awards may vary from Participant to Participant
and between groups of Participants. Prior to the grant of a Restricted Stock
Award, the Committee shall: (a) determine the nature, length and starting
date of any Performance Period for the Restricted Stock Award; (b) select
from among the Performance Factors to be used to measure performance goals,
if any; and (c) determine the number of Shares that may be awarded to the
Participant. Prior to the payment of any Restricted Stock Award, the
Committee shall determine the extent to which such Restricted Stock Award has
been earned. Performance Periods may overlap and Participants may participate
simultaneously with respect to Restricted Stock Awards that are subject to
different Performance Periods and having different performance goals and
other criteria.

         6.4  TERMINATION DURING PERFORMANCE PERIOD. If a Participant is
Terminated during a Performance Period for any reason, then such Participant
will be entitled to payment (whether in Shares, cash or otherwise) with
respect to the Restricted Stock Award only to the extent earned as of the
date of Termination in accordance with the Restricted Stock Purchase
Agreement, unless the Committee will determine otherwise.

     7.  STOCK BONUSES.

         7.1  AWARDS OF STOCK BONUSES. A Stock Bonus is an award of Shares
(which  may consist of Restricted Stock) for services rendered to the Company
or any Parent or Subsidiary of the Company. A Stock Bonus may be awarded for
past services already rendered to the Company, or any Parent or Subsidiary of
the Company pursuant to an Award Agreement (the "STOCK BONUS AGREEMENT") that
will be in such form (which need not be the same for each Participant) as the
Committee will from time to time approve, and will comply with and be subject
to the terms and conditions of this Plan. A Stock Bonus may be awarded upon
satisfaction of such performance goals as are set out in advance in the
Participant's individual Award Agreement (the "PERFORMANCE STOCK BONUS
AGREEMENT") that will be in such form (which need not be the same for each
Participant) as the Committee will from time to time approve, and will comply
with and be subject to the terms and conditions of this Plan. Stock Bonuses
may vary from Participant to Participant and between groups of Participants,
and may be based upon the achievement of the Company, Parent or Subsidiary
and/or individual performance factors or upon such other criteria as the
Committee may determine.

         7.2  TERMS OF STOCK BONUSES. The Committee will determine the number
of Shares to be awarded to the Participant. If the Stock Bonus is being
earned upon the satisfaction of performance goals pursuant to a Performance
Stock Bonus Agreement, then the Committee will: (a) determine the nature,
length and

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starting date of any Performance Period for each Stock Bonus; (b) select from
among the Performance Factors to be used to measure the performance, if any;
and (c) determine the number of Shares that may be awarded to the
Participant. Prior to the payment of any Stock Bonus, the Committee shall
determine the extent to which such Stock Bonuses have been earned.
Performance Periods may overlap and Participants may participate
simultaneously with respect to Stock Bonuses that are subject to different
Performance Periods and different performance goals and other criteria. The
number of Shares may be fixed or may vary in accordance with such performance
goals and criteria as may be determined by the Committee. The Committee may
adjust the performance goals applicable to the Stock Bonuses to take into
account changes in law and accounting or tax rules and to make such
adjustments as the Committee deems necessary or appropriate to reflect the
impact of extraordinary or unusual items, events or circumstances to avoid
windfalls or hardships.

         7.3  FORM OF PAYMENT. The earned portion of a Stock Bonus may be
paid currently or on a deferred basis with such interest or dividend
equivalent, if any, as the Committee may determine. Payment may be made in
the form of cash or whole Shares or a combination thereof, either in a lump
sum payment or in installments, all as the Committee will determine.

     8. PAYMENT FOR SHARE PURCHASES.

        8.1   PAYMENT. Payment for Shares purchased pursuant to this Plan may
be made in cash (by check) or, where expressly approved for the Participant by
the Committee and where permitted by law:

              (a)  by cancellation of indebtedness of the Company to the
                   Participant;

              (b)  by surrender of shares that either: (1) have been owned
                   by Participant for more than six (6) months and have
                   been paid for within the meaning of SEC Rule 144 (and,
                   if such shares were purchased from the Company by use
                   of a promissory note, such note has been fully paid
                   with respect to such shares); or (2) were obtained by
                   Participant in the public market;

              (c)  by tender of a full recourse promissory note having
                   such terms as may be approved by the Committee and
                   bearing interest at a rate sufficient to avoid
                   imputation of income under Sections 483 and 1274 of the
                   Code; PROVIDED, HOWEVER, that Participants who are not
                   employees or directors of the Company will not be
                   entitled to purchase Shares with a promissory note
                   unless the note is adequately secured by collateral
                   other than the Shares;

              (d)  by waiver of compensation due or accrued to the
                   Participant for services rendered;

              (e)  with respect only to purchases upon exercise of an
                   Option, and provided that a public market for the
                   Company's stock exists:

                   (1)  through a "same day sale" commitment from the
                        Participant and a broker-dealer that is a
                        member of the National Association of
                        Securities Dealers (an "NASD DEALER") whereby
                        the Participant irrevocably elects to exercise
                        the Option and to sell a portion of the Shares
                        so purchased to pay for the Exercise Price,
                        and whereby the NASD Dealer irrevocably
                        commits upon receipt of such Shares to forward
                        the Exercise Price directly to the Company; or

                   (2)  through a "margin" commitment from the
                        Participant and a NASD Dealer whereby the
                        Participant irrevocably elects to exercise the
                        Option and to pledge the Shares so purchased
                        to the NASD Dealer in a margin account as
                        security for a loan from the NASD Dealer in
                        the amount of the Exercise Price, and whereby
                        the NASD Dealer irrevocably commits upon
                        receipt of such Shares to forward the Exercise
                        Price directly to the Company; or

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                   (f)  by any combination of the foregoing.

         8.2  LOAN GUARANTEES.  The Committee may help the Participant pay
for Shares purchased under this Plan by authorizing a guarantee by the
Company of a third-party loan to the Participant.

     9.  WITHHOLDING TAXES.

         9.1  WITHHOLDING GENERALLY. Whenever Shares are to be issued in
satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under this Plan,
payments in satisfaction of Awards are to be made in cash, such payment will
be net of an amount sufficient to satisfy federal, state, and local
withholding tax requirements.

         9.2  STOCK WITHHOLDING. When, under applicable tax laws, a
Participant incurs tax liability in connection with the exercise or vesting
of any Award that is subject to tax withholding and the Participant is
obligated to pay the Company the amount required to be withheld, the
Committee may in its sole discretion allow the Participant to satisfy the
minimum withholding tax obligation by electing to have the Company withhold
from the Shares to be issued that number of Shares having a Fair Market Value
equal to the minimum amount required to be withheld, determined on the date
that the amount of tax to be withheld is to be determined. All elections by a
Participant to have Shares withheld for this purpose will be made in
accordance with the requirements established by the Committee and be in
writing in a form acceptable to the Committee

     10. PRIVILEGES OF STOCK OWNERSHIP.

         10.1 VOTING AND DIVIDENDS. No Participant will have any of the
rights of a stockholder with respect to any Shares until the Shares are
issued to the Participant. After Shares are issued to the Participant, the
Participant will be a stockholder and have all the rights of a stockholder
with respect to such Shares, including the right to vote and receive all
dividends or other distributions made or paid with respect to such Shares;
PROVIDED, that if such Shares are Restricted Stock, then any new, additional
or different securities the Participant may become entitled to receive with
respect to such Shares by virtue of a stock dividend, stock split or any
other change in the corporate or capital structure of the Company will be
subject to the same restrictions as the Restricted Stock; PROVIDED, FURTHER,
that the Participant will have no right to retain such stock dividends or
stock distributions with respect to Shares that are repurchased at the
Participant's Purchase Price or Exercise Price pursuant to Section 12.

         10.2 FINANCIAL STATEMENTS. The Company will,upon the request of a
Participant, provide the financial statements included in its most recent
Form 10-K or 10-Q to Participant prior to such Participant's purchase of
Shares under this Plan, and will, upon the request of a Participant, provide
such Participant with the most recent annual report of the Company during the
period such Participant has Awards outstanding; PROVIDED, HOWEVER, the
Company will not be required to provide such financial statements to
Participants whose services in connection with the Company assure them access
to equivalent information.

     11. TRANSFERABILITY. Awards granted under this Plan, and any interest
therein, will not be transferable or assignable by Participant, and may not
be made subject to execution, attachment or similar process, otherwise than
by will or by the laws of descent and distribution or as determined by the
Committee and set forth in the Award Agreement with respect to Awards that
are not ISOs. During the lifetime of the Participant an Award will be
exercisable only by the Participant, and any elections with respect to an
Award may be made only by the Participant unless otherwise determined by the
Committee and set forth in the Award Agreement with respect to Awards that
are not ISOs.

     12. RESTRICTIONS ON SHARES. At the discretion of the Committee, the
Company may reserve to itself and/or its assignee(s) in the Award Agreement a
right to repurchase a portion of or all Unvested

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Shares held by a Participant following such Participant's Termination at any
time within ninety (90) days after the later of Participant's Termination
Date and the date Participant purchases Shares under this Plan, for cash
and/or cancellation of purchase money indebtedness, at the Participant's
Exercise Price or Purchase Price, as the case may be.

     13. CERTIFICATES. All certificates for Shares or other securities
delivered under this Plan will be subject to such stock transfer orders,
legends and other restrictions as the Committee may deem necessary or
advisable, including restrictions under any applicable federal, state or
foreign securities law, or any rules, regulations and other requirements of
the SEC or any stock exchange or automated quotation system upon which the
Shares may be listed or quoted.

     14. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a
Participant's Shares, the Committee may require the Participant to deposit
all certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in
escrow until such restrictions have lapsed or terminated, and the Committee
may cause a legend or legends referencing such restrictions to be placed on
the certificates. Any Participant who is permitted to execute a promissory
note as partial or full consideration for the purchase of Shares under this
Plan will be required to pledge and deposit with the Company all or part of
the Shares so purchased as collateral to secure the payment of Participant's
obligation to the Company under the promissory note; PROVIDED, HOWEVER, that
the Committee may require or accept other or additional forms of collateral
to secure the payment of such obligation and, in any event, the Company will
have full recourse against the Participant under the promissory note
notwithstanding any pledge of the Participant's Shares or other collateral.
In connection with any pledge of the Shares, Participant will be required to
execute and deliver a written pledge agreement in such form as the Committee
will from time to time approve. The Shares purchased with the promissory note
may be released from the pledge on a pro rata basis as the promissory note is
paid.

     15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or
from time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and
cancellation of any or all outstanding Awards. The Committee may at any time
buy from a Participant an Award previously granted with payment in cash,
Shares (including Restricted Stock) or other consideration, based on such
terms and conditions as the Committee and the Participant may agree.

     16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and
the requirements of any stock exchange or automated quotation system upon
which the Shares may then be listed or quoted, as they are in effect on the
date of grant of the Award and also on the date of exercise or other
issuance. Notwithstanding any other provision in this Plan, the Company will
have no obligation to issue or deliver certificates for Shares under this
Plan prior to: (a) obtaining any approvals from governmental agencies that
the Company determines are necessary or advisable; and/or (b) completion of
any registration or other qualification of such Shares under any state or
federal law or ruling of any governmental body that the Company determines to
be necessary or advisable. The Company will be under no obligation to
register the Shares with the SEC or to effect compliance with the
registration, qualification or listing requirements of any state securities
laws, stock exchange or automated quotation system, and the Company will have
no liability for any inability or failure to do so.

     17. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted
under this Plan will confer or be deemed to confer on any Participant any
right to continue in the employ of, or to continue any other relationship
with, the Company or any Parent or Subsidiary of the Company or limit in any
way the right of the Company or any Parent or Subsidiary of the Company to
terminate Participant's employment or other relationship at any time, with or
without cause.

     18. CORPORATE TRANSACTIONS.

                                      -8-


<PAGE>


         18.1 ASSUMPTION OR REPLACEMENT OF AWARDS BY SUCCESSOR. 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 Awards granted under
this Plan are assumed, converted or replaced by the successor corporation,
which assumption will be binding on all Participants), (c) a merger in which
the Company is the surviving corporation but after which the stockholders of
the Company immediately prior to such merger (other than any stockholder that
merges, or which owns or controls another corporation that merges, with the
Company in such merger) cease to own their shares or other equity interest 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, any or all
outstanding Awards may be assumed, converted or replaced by the successor
corporation (if any), which assumption, conversion or replacement will be
binding on all Participants. In the alternative, the successor corporation
may substitute equivalent Awards or provide substantially similar
consideration to Participants as was provided to stockholders (after taking
into account the existing provisions of the Awards). The successor
corporation may also issue, in place of outstanding Shares of the Company
held by the Participant, substantially similar shares or other property
subject to repurchase restrictions no less favorable to the Participant. In
the event such successor corporation (if any) refuses to assume or substitute
Awards, as provided above, pursuant to a transaction described in this
Subsection 18.1, such Awards will accelerate in full immediately prior to
such transaction.

         18.2 OTHER TREATMENT OF AWARDS. Subject to any greater rights
granted to Participants under the foregoing provisions of this Section 18, in
the event of the occurrence of any transaction described in Section 18.1, any
outstanding Awards will be treated as provided in the applicable agreement or
plan of merger, consolidation, dissolution, liquidation, or sale of assets.

         18.3 ASSUMPTION OF AWARDS BY THE COMPANY. The Company, from time to
time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either; (a) granting an Award under this Plan in substitution
of such other company's award; or (b) assuming such award as if it had been
granted under this Plan if the terms of such assumed award could be applied
to an Award granted under this Plan. Such substitution or assumption will be
permissible if the holder of the substituted or assumed award would have been
eligible to be granted an Award under this Plan if the other company had
applied the rules of this Plan to such grant. In the event the Company
assumes an award granted by another company, the terms and conditions of such
award will remain unchanged (EXCEPT that the exercise price and the number
and nature of Shares issuable upon exercise of any such option will be
adjusted appropriately pursuant to Section 424(a) of the Code). In the event
the Company elects to grant a new Option rather than assuming an existing
option, such new Option may be granted with a similarly adjusted Exercise
Price.

     19. ADOPTION AND STOCKHOLDER APPROVAL. This Plan will become effective
on the date on which the registration statement filed by the Company with the
SEC under the Securities Act registering the initial public offering of the
Company's Common Stock is declared effective by the SEC (the "EFFECTIVE
DATE"). This Plan shall be approved by the stockholders of the Company
(excluding Shares issued pursuant to this Plan), consistent with applicable
laws, within twelve (12) months before or after the date this Plan is adopted
by the Board. Upon the Effective Date, the Committee may grant Awards
pursuant to this Plan; PROVIDED, HOWEVER, that: (a) no Option may be
exercised prior to initial stockholder approval of this Plan; (b) no Option
granted pursuant to an increase in the number of Shares subject to this Plan
approved by the Board will be exercised prior to the time such increase has
been approved by the stockholders of the Company; and (c) in the event that
stockholder approval of such increase is not obtained within the time period
provided herein, all Awards granted pursuant to such increase will be
canceled, any Shares issued pursuant to any Award granted pursuant to such
increase will be canceled, and any purchase of Shares pursuant to such
increase will be rescinded.

     20. TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided
herein, this Plan will terminate ten (10) years from the date this Plan is
adopted by the Board or, if earlier, the date of

                                      -9-


<PAGE>


stockholder approval. This Plan and all agreements thereunder shall be
governed by and construed in accordance with the laws of the State of
Washington.

     21. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time
terminate or amend this Plan in any respect, including without limitation
amendment of any form of Award Agreement or instrument to be executed
pursuant to this Plan; PROVIDED, HOWEVER, that the Board will not, without
the approval of the stockholders of the Company, amend this Plan in any
manner that requires such stockholder approval.

     22. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the
Board, the submission of this Plan to the stockholders of the Company for
approval, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and bonuses otherwise than under this Plan, and
such arrangements may be either generally applicable or applicable only in
specific cases.

     23. DEFINITIONS. As used in this Plan, the following terms will have the
following meanings:

         "AWARD" means any award under this Plan, including any Option,
Restricted Stock or Stock Bonus.

         "AWARD AGREEMENT" means, with respect to each Award, the signed
written agreement between the Company and the Participant setting forth the
terms and conditions of the Award.

         "BOARD" means the Board of Directors of the Company.

         "CAUSE" means the commission of an act of theft, embezzlement,
fraud, dishonesty, intoxication at work, disclosure of confidential
information or a breach of fiduciary duty to the Company or a Parent or
Subsidiary of the Company.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COMMITTEE" means the Compensation Committee of the Board.

         "COMPANY" means click2learn.com, inc. or any successor corporation.

         "DISABILITY" means a disability, whether temporary or permanent,
partial or total, within the meaning of Section 22(e)(3) of the Code, as
determined by the Committee.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "EXERCISE PRICE"  means the price at which a holder of an Option may
 purchase the Shares issuable upon exercise of the Option.

         "FAIR MARKET VALUE" means, as of any date, the value of a share of
the Company's Common Stock determined as follows:

              (a)  if such Common Stock is then quoted on the Nasdaq
                   National Market, its closing price on the Nasdaq
                   National Market on the date of determination as
                   reported in THE WALL STREET JOURNAL;

              (b)  if such Common Stock is publicly traded and is then
                   listed on a national securities exchange, its closing
                   price on the date of determination on the principal
                   national securities

                                      -10-


<PAGE>


                    exchange on which the Common Stock is listed or admitted
                    to trading as reported in THE WALL STREET JOURNAL;

              (c)  if such Common Stock is publicly traded but is not
                   quoted on the Nasdaq National Market nor listed or
                   admitted to trading on a national securities exchange,
                   the average of the closing bid and asked prices on the
                   date of determination as reported in THE WALL STREET
                   JOURNAL;

              (d)  in the case of an Award made on the Effective Date, the
                   price per share at which shares of the Company's Common
                   Stock are initially offered for sale to the public by
                   the Company's underwriters in the initial public
                   offering of the Company's Common Stock pursuant to a
                   registration statement filed with the SEC under the
                   Securities Act; or

              (d)  if none of the foregoing is applicable, by the Committee
                   in good faith.

         "INSIDER" means an officer or director of the Company or any other
person whose transactions in the Company's Common Stock are subject to
Section 16 of the Exchange Act.

         "OPTION" means an award of an option to purchase Shares pursuant to
Section 5.

         "PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if each of such
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

         "PARTICIPANT" means a person who receives an Award under this Plan.

         "PERFORMANCE FACTORS" means the factors selected by the Committee
from among the following measures to determine whether the performance goals
established by the Committee and applicable to Awards have been satisfied:

              (a)  Net revenue and/or net revenue growth;

              (b)  Earnings before income taxes and
                   amortization and/or earnings before income
                   taxes and amortization growth;

              (c)  Operating income and/or operating income growth;

              (d)  Net income and/or net income growth;

              (e)  Earnings per share and/or earnings per share growth;

              (f)  Total shareholder return and/or total shareholder
                   return growth;

              (g)  Return on equity;

              (h)  Operating cash flow return on income;

              (i)  Adjusted operating cash flow return on income;

              (j)  Economic value added; and

              (k)  Individual confidential business objectives.

                                      -11-


<PAGE>


         "PERFORMANCE PERIOD" means the period of service determined by the
Committee, not to exceed five years, during which years of service or
performance is to be measured for Restricted Stock Awards or Stock Bonuses.

         "PLAN" means this click2learn.com, inc. 1998 Equity Incentive Plan,
as amended from time to time.

         "RESTRICTED STOCK AWARD" means an award of Shares pursuant to
Section 6.

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SHARES" means shares of the Company's Common Stock reserved for
issuance under this Plan, as adjusted pursuant to Sections 2 and 18, and any
successor security.

         "STOCK BONUS" means an award of Shares, or cash in lieu of Shares,
pursuant to Section 7.

         "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

         "TERMINATION" or "TERMINATED" means, for purposes of this Plan with
respect to a Participant, that the Participant has for any reason ceased to
provide services as an employee, officer, director, consultant, independent
contractor, or advisor to the Company or a Parent or Subsidiary of the
Company. An employee will not be deemed to have ceased to provide services in
the case of (i) sick leave, (ii) military leave, or (iii) any other leave of
absence approved by the Committee, provided, that such leave is for a period
of not more than 90 days, unless reemployment upon the expiration of such
leave is guaranteed by contract or statute or unless provided otherwise
pursuant to formal policy adopted from time to time by the Company and issued
and promulgated to employees in writing. In the case of any employee on an
approved leave of absence, the Committee may make such provisions respecting
suspension of vesting of the Award while on leave from the employ of the
Company or a Subsidiary as it may deem appropriate, except that in no event
may an Option be exercised after the expiration of the term set forth in the
Option agreement. The Committee will have sole discretion to determine
whether a Participant has ceased to provide services and the effective date
on which the Participant ceased to provide services (the "TERMINATION DATE").

         "UNVESTED SHARES" means "Unvested Shares" as defined in the Award
Agreement.

         "VESTED SHARES" means "Vested Shares" as defined in the Award
Agreement.

                                      -12-