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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                  FORM 10-K/A

                                   (MARK ONE)

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               FOR THE TRANSITION PERIOD FROM         TO

                        COMMISSION FILE NUMBER: 0-24936
                            ------------------------

                                LEARN2.COM, INC.
             (Exact name of registrant as specified in its charter)

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<S>                                            <C>
                  DELAWARE                                      75-2480669
          (State of incorporation)                 (I.R.S. Employer Identification No.)

           1311 MAMARONECK AVENUE                                  10605
           WHITE PLAINS, NEW YORK                               (Zip Code)
  (Address of principal executive offices)
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       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (914) 682-4300

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                    COMMON STOCK, PAR VALUE $0.01 PER SHARE
                                (TITLE OF CLASS)

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No _

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. _

    As of August 6, 2001, there were approximately 52,881,618 shares of the
registrant's Common Stock outstanding. The aggregate market value of the Common
Stock held by non-affiliates of the registrant (based on the closing price of
the Common Stock on the OTC Bulletin Board) on August 6, 2001 was approximately
$5,283,135 or $0.12 per share (calculated by excluding shares actually owned by
our current directors and officers).

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                                LEARN2.COM, INC.
                                  FORM 10-K/A
                      FOR THE YEAR ENDED DECEMBER 31, 2000

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

                               TABLE OF CONTENTS

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                                PART I

ITEM 1.   Business....................................................      3
ITEM 2.   Properties..................................................     22
ITEM 3.   Legal Proceedings...........................................     22
ITEM 4.   Submission of Matters to a Vote of Security Holders.........     22

                               PART II

ITEM 5.   Market for Registrant's Common Equity and Related
            Stockholder Matters.......................................     22
ITEM 6.   Selected Consolidated Financial Data........................     24
ITEM 7.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations.................................     25
ITEM 7A.  Quantitative and Qualitative Disclosures About Market
            Risk......................................................     39
ITEM 8.   Financial Statements and Supplementary Data.................     39
ITEM 9.   Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure..................................     39

                               PART III

ITEM 10.  Directors and Executive Officers of the Registrant..........     41
ITEM 11.  Director and Executive Compensation.........................     43
ITEM 12.  Security Ownership of Certain Beneficial Owners and
            Management................................................     46
ITEM 13.  Certain Relationships and Related Transactions..............     47

                               PART IV

ITEM 14.  Exhibits, Financial Statement Schedules, and Reports on Form
            8-K.......................................................     49
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                                     PART I

RECENT DEVELOPMENTS

    On April 19, 2001, in order to facilitate Learn2.com Inc. (Learn2) continued
growth, Learn2 and E-Stamp Corporation (E-Stamp) entered into a Merger
Agreement. Pursuant to the terms of the Merger Agreement, each share of Learn2
common stock will be converted into the right to receive shares of E-Stamp
common stock such that the holders of E-Stamp common stock immediately prior to
the merger will hold approximately 50.1%, and the former holders of Learn2's
common stock (including the holder of Learn2's $10.0 million convertible
debenture) will hold approximately 49.9%, of the combined company. The holder of
the convertible debenture has agreed that, immediately prior to the completion
of the merger, the debenture will be redeemed in exchange for E-Stamp's payment
of $1.0 million and the issuance of approximately 26.5 million shares of
Learn2's common stock.

    On April 25, 2001, E-Stamp loaned Learn2 $2.0 million. In connection with
this loan, Learn2 issued to E-Stamp a $2 million convertible promissory note
that bears interest at 10% per annum. The principal amount of the note is due
and payable on April 30, 2002. The note provides that upon the occurrence of
specified events of default, E-Stamp may accelerate the maturity date of the
note. The merger is subject to customary closing conditions, including approval
by the stockholders of E-Stamp and Learn2.

    In July 2001, ViaGrafix Corporation, a wholly-owned subsidiary of Learn2,
entered into a letter of intent to sell Etracks.com, Inc. to the president of
Etracks for a purchase price of $2.5 million. Under the terms of the letter of
intent, at the closing of the transaction, $1.0 million of the purchase price
would be paid in cash and $1.5 million would be paid pursuant to the issuance of
a senior secured promissory note. The letter of intent will expire on
November 16, 2001. If the contemplated transaction is not completed,
Etracks.com, Inc. will continue to operate its historical business as a
subsidiary of ViaGrafix.

    On August 2, 2001, Learn2's common stock was delisted from the Nasdaq
National Market and began trading on the OTC Bulletin Board. The delisting of
Learn2's common stock from the Nasdaq National Market is an event of default
under Learn2's $10 million convertible debenture. The holder of Learn2's $10
million convertible debenture agreed to waive its rights under the convertible
debenture until the earlier of the termination of the merger agreement,
September 30, 2001 and an event of default under the convertible promissory
note. If the merger is not completed and Learn2 is unable to obtain an
additional waiver from the holder of the convertible debenture, Learn2 may not
have the resources to repay its obligations under the convertible debenture or
the convertible promissory note. As a result of the event of default under the
convertible debenture, Learn2's auditors have revised their opinion regarding
the Company's financial statements for the year ended December 31, 2000 and
expressed substantial doubt as to Learn2's ability to continue as a going
concern.

ITEM 1. BUSINESS.

OVERVIEW

    Learn2's offerings include online and physical learning and training
products and complementary services, commonly referred to as e-learning
services. Learn2 markets these services to corporate, government and individual
clients and customers. Learn2 believes its mix of products and services provides
Learn2 with a competitive advantage toward becoming the e-learning service
provider of choice to Learn2's customers.

    Learn2's products provide an engaging learning experience to corporate and
individual customers through interactive multimedia and animated tutorials and
courseware. Learn2's corporate and government customers have access to these
high quality tutorials and additional features such as reporting and
administration through www.Learn2University.com. Additionally, through

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www.Learn2.com, visitors can access Learn2's content that includes tips and
step-by-step instructions on a broad spectrum of skills, activities and tasks,
as well as Learn2's multimedia tutorials. Learn2's e-learning products are also
available on CD-ROM and video and can be purchased from its Website and major
retailers nationwide.

    Through Learn2's subsidiary, eTracks.com, Inc., Learn2 provides permission
e-mail marketing and tracking services to customers that have "opt-in" e-mail
customer lists. eTracks' services include e-mail creation, delivery, tracking
and response analysis for a high volume of client e-mail accounts in a short
period of time. eTracks has also have developed a proprietary member database of
over approximately 500,000 Internet users who have "opted-in" to receive
promotional e-mails. eTracks' clients can supplement their internally developed
customer lists with its member database. In addition, during 2000 and prior,
through periodic e-mails eTracks marketed various electronics and other products
to eTracks' members. The demand for permission e-mail marketing and tracking
services has increased over the past few years and eTracks expects that the
demand will continue to grow for the foreseeable future. eTracks believes that
its technology enables more robust and useful tracking capabilities than its
competitors'.

    Learn2's goal is to become the world's leading provider of engaging
e-learning products and services. To achieve this goal, Learn2 expects to focus
on Learn2's four primary objectives: creating a trusted brand, developing and
owning creative and engaging content, leveraging our patented state-of-the-art
technologies and offering services to meet the needs of its clients. In 1999,
Learn2 changed its company's name from 7th Level, Inc. to Learn2.com, Inc.
Learn2 made the change to create a single recognized brand that more closely
aligned its corporate identity with its product and service offerings.

HISTORY

    Learn2 was founded in 1993 with the goal of becoming a leading developer and
publisher of interactive entertainment and educational content as well as a
creator of state-of-the-art tools and technologies. In 1998, Learn2's research
and development activities were focused primarily on developing and enhancing
its agent technology. In early 1999, Learn2 recognized that appropriate
applications of this technology were in the delivery of training and learning
and therefore Learn2 abandoned its interactive entertainment business and
focused Learn2's efforts on e-learning.

    In 1999, to strengthen Learn2's position in the e-learning marketplace,
Learn2 acquired three companies that enhanced its brand, content, technologies
and services capabilities: Street Technologies, Inc., a privately held company
that developed and marketed technology-based training products and services
delivered over intranets and the Internet utilizing a patented streaming
technology and provided custom service capabilities; Panmedia Corporation, a
privately held company that produced www.Learn2.com, a popular Website that
offered step-by-step instructions on skills, activities and tasks; and ViaGrafix
Corporation, a publicly traded company which developed, produced and marketed
technology-based training tutorials delivered on CD-ROMs and video tapes as well
as computer aided design or CAD software. The CAD product line was sold in
March 2000. Through eTracks, ViaGrafix also provided permission e-mail broadcast
services and conducted e-commerce. These acquisitions provided Learn2 with the
Learn2.com brand, and a stronger mix of content, technologies and service
offerings.

MARKETPLACE

    Learn2 markets e-learning products and services to corporate, government and
non-profit markets as well as individuals. According to W.R. Hambrecht & Co.,
corporate e-learning is one of the fastest growing and most promising markets in
the education industry. They expect the online training market to nearly double
in size annually through 2003, to approximately $11.5 billion. International
Data

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Corporation projects similar growth rates for the market. Training Magazine
estimated that domestic corporations with over 100 employees budgeted
approximately $62.5 billion on training, of which approximately 24% was
outsourced. Additionally, Training Magazine estimates that classroom,
instructor-led training represented 73% of the total training delivery market,
whereas Web-based training represented 14% of the market. The remaining 13% was
composed primarily of self-study programs that use books, manuals, videotapes,
or audiocassettes. W.R. Hambrecht & Co. estimates that the continuing education
market in 1999 was $12 billion and the existing education and training
marketplace, including K-12, higher education and corporate training, in the
U.S. alone, is a $722 billion-a-year industry.

    The permission e-mail marketing and tracking industry is in its early stages
of development. Learn2 believes that the industry will evolve over the next few
years as e-mail marketing becomes even more widely used and e-mail marketers and
Web advertisers require more information about the behavior of their permission
e-mail recipients and Website visitors. The permission e-mail market is becoming
increasingly competitive. Participants compete primarily in the following areas:
reporting and tracking capabilities, customer service, brand recognition, ease
of implementation, time-to-market of a campaign and price.

COMPETITIVE STRENGTHS

    Our competitive strengths can be categorized as follows:

    - Having a trusted brand.

    - Owning and creating engaging content.

    - Owning proprietary and patented technologies.

    - Offering comprehensive services.

    - Expanding and maintaining Learn2's broad distribution network.

THE LEARN2 BRAND

    More than 4.0 million users visited www.Learn2.com in the fourth quarter of
2000. The site has been named "#1 Most Incredibly Useful Site" by Yahoo Internet
Life, the "#1 Distance Learning Site" by Lycos and a "Yahoo! Pick of the Ages."
The Learn2 logo is distributed through our advertising and is prominently
displayed on our physical product offerings on shelves in major national and
regional retail outlets.

LEARN2 CONTENT

    Learn2 owns over 80% of the training and learning content which it markets.
Learn2's library of courses and tutorials covers a wide range of topics in an
engaging and interactive manner. Developing and owning content provides Learn2
with a strategic advantage by:

    - Allowing for increased gross profit.

    - Providing consistent appearance and quality.

    - Limiting reliance on third-party content providers.

    - Allowing Learn2 to market products for resale under its brand.

Learn2 currently markets hundreds of titles in five broad categories: personal
computer applications, information technology certification preparation,
computer programming, "soft skills," and safety. In addition Learn2 provides
instruction in thousands of "life skills" topics for Learn2's Website visitors.

                                       5
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    - PERSONAL COMPUTER APPLICATIONS--Learn2 sells courses that enable people to
      learn to use software applications such as Microsoft Excel, Microsoft
      Word, Microsoft Windows, Linux, Lotus 123, Corel WordPerfect, Netscape
      Navigator, Intuit Quicken, Interact Commerce Corporation Act! and other
      popular titles.

    - INFORMATION TECHNOLOGY CERTIFICATION PREPARATION--Learn2 sells courses to
      help people prepare to become certified as Microsoft Certified Solutions
      Engineers (MCSE), Microsoft Office Users Specialists (MOUS), Sun Java
      Programmers and to take the A+ Technician Examination.

    - COMPUTER PROGRAMMING--Learn2 sells courses that enable people to learn to
      program using, Microsoft Visual C++, Microsoft Visual Basic, HTML, Java
      and other programming languages.

    - SOFT SKILLS--Learn2 sells courses that enable people to learn about
      workplace-related topics such as Time Management, Sexual Harassment in the
      Workplace, Interviewing Techniques and others.

    - SAFETY--Learn2 sells an online version of the National Safety Council's
      Defensive Driving Course. Graduates of the course receive a certificate
      that can, in certain instances, be used to reduce auto insurance rates.

    - LIFE SKILLS--Learn2 offers instruction on topics in the following
      channels: arts and crafts, automotive, business and money, family and
      pets, food and drink, health and fitness, home and garden, recreation,
      style and grace, technology, travel and writing and speech. Examples
      include: Learn2 Tie a Necktie, Learn2 Write a Business Plan, Learn2
      Perform the Heimlich Maneuver, Learn2 Childproof your home as well as
      thousands of others.

    Learn2 develops its content to be engaging and interactive. Learn2 uses
well-researched facts, conversational narrative and multimedia to create a
learning environment that keeps the attention of its users resulting in improved
comprehension and retention.

LEARN2 TECHNOLOGIES

    Learn2 owns unique, patented, proprietary technologies that allow it to
develop engaging, multimedia, technology-based tutorials and courses. Learn2's
content is deliverable over any network, including the Internet; at modem
connections as slow as 28.8.

    Learn2 develops and use the following technologies to create integrated
e-learning products for Learn2's customers:

    - StreamMaker-TM-

    - LearningAgent-TM-

    STREAMMAKER--Learn2's rapid development authoring tool utilizes patented
technologies to produce fully synchronized, interactive, CD-ROM quality
multimedia streams that can be delivered through computer network connections,
including 28.8 modem connections, without download delays or network congestion.
StreamMaker produces multimedia streams that can be viewed using both Microsoft
Windows and Macintosh operating systems. The following benefits of StreamMaker
provide Learn2 with a competitive strategic advantage:

    - A proprietary method for graphics compression, enabling Learn2's screen
      captures to appear clearly and realistically.

    - A patented technology that ensures that the elements of a multimedia
      production including audio, graphics, animation, video and text are
      synchronized.

    - The ability to develop interactive streams, which allow users to assess
      their understanding of a concept during the learning experience.

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    - A design that facilitates integration with other technologies.

    - A platform that enables multiple users to collaborate on the same project
      simultaneously.

    LEARNINGAGENTS--Learn2's customizable, animated LearningAgents use a
patented technology that allows users to create quickly, personalized animated
messages to communicate a "call to action" in e-learning and other environments.
The quality and impact of the experience exceeds that which would be experienced
using other technologies. No special programming skills are necessary. Users can
program interactivity to link the characters to Web pages and applications.
Using LearningAgents, Learn2 creates for its customers an engaging e-learning
environment that results in increased comprehension and retention.

LEARN2 SERVICES

    Learn2 leverages its technologies and resources to provide Learn2's
customers with engaging, multimedia e-learning products. Learn2 works with them
to customize products and services based upon their specific needs and corporate
objectives. The result is Web-enabled, multimedia content that is hosted on
Learn2's servers and delivered and tracked through the Learn2University learning
management system or LMS. Learn2's customers, by outsourcing a portion or all of
their training and learning requirements to Learn2, benefit from a custom
approach to their e-learning needs, without having to develop and support human
and technology resources for that purpose.

LEARN2 DISTRIBUTION NETWORK

    Learn2's products are available from retailers, catalogs, on the Internet,
through its direct sales force and through resellers and distributors. This
multi-channel approach to product distribution creates a broad market for
Learn2's products, giving Learn2 a competitive advantage.

    - RETAILERS--Our CD-ROM and videotape tutorials are available from Staples,
      CompUSA, Office Max, Best Buy, Frys and other major merchants.

    - CATALOGS--Learn2's CD-ROM and videotape tutorials are available in major
      catalogs such as the Radio Shack and Tiger Direct catalogs and through
      Learn2's own catalog.

    - INTERNET--Learn2 markets its CD-ROM, videotape and online tutorials at
      www.Learn2.com, America Online and other Websites.

    - DIRECT SALES FORCE--Learn2's direct sales force, located strategically
      throughout the United States, is focused on sales to Fortune 1000
      companies and government agencies.

    - RESELLERS AND DISTRIBUTORS--Learn2's resellers, including Compaq, IBM, and
      Riverside Publishing market Learn2's branded tutorials individually or as
      value-added components of their products and services. Learn2's
      distributors, including Navarre and Ingram, sell Learn2's products to
      major retailers and other resellers.

    As one of the first permission e-mail marketing and tracking companies,
eTracks has managed hundreds of permission e-mail campaigns. eTracks is able to
send over five million unique e-mail messages per day and expect to more than
double capacity this year. eTracks proprietary mail transfer agent technology
allows for extensive data mining, broadcasting and tracking, and real-time
reporting. eTracks owns substantially all of its mail transfer agent and
Adaptive Proxy, or AP tracking-TM- technologies. AP tracking utilizes
noninvasive technology, provides tracking and logging information and analysis
that can cross application and server boundaries without requiring eTracks'
clients to modify their HTML code or place cookies on a user's hard drive, which
is something that other technologies cannot do efficiently.

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PRODUCTS AND SERVICES

PRODUCTS AND SERVICES FOR CORPORATIONS AND GOVERNMENT AGENCIES

    LEARN2UNIVERSITY-TM---Learn2University is an interactive, asynchronous LMS
that Learn2 maintains for its customers. It includes tutorials, administration,
reporting capabilities and e-commerce capabilities. We believe that by combining
these capabilities, and hosting the software and content on our servers, is a
more cost effective, and easier to implement than that which an organization can
deliver using its internal resources. Learn2University allows for corporate and
government customers and their employees to tailor to their individual needs.
Learn2's customers pay Learn2 based on the specific tutorials, number of
tutorials and number of users they choose. Learn2University enables users to
practice and test skills as they learn, utilizing simulation technologies that
allow them to practice many of the concepts introduced. Upon completion of each
tutorial, users can print a completion certificate indicating that they have
successfully met all the requirements of the tutorial. Learn2University features
interactive, self-paced tutorials for Microsoft Windows, Microsoft Office, Java
and hundreds other titles. Learn2 has licensed Learn2University to companies and
organizations including U.S. Department of Labor, U.S. Department of Veterans
Affairs, Microsoft--Great Plains, Honeywell and Anheuser-Busch.

    LEARN2 LEARNINGAGENTS-TM---Learn2 licenses LearningAgent software to
customers meeting its profile criteria who wish to create personalized animated
messages to communicate a "call to action" in e-learning and other environments
quickly and easily. Learn2's customers have the option of contracting for
maintenance plans, which entitle them to product support and updates. Learn2 has
licensed LearningAgents to companies including Canon, Compaq and Accel
Healthcare.

    STREAMMAKER--StreamMaker is a rapid-development authoring tool that allows
for the creation of streamed e-learning content. StreamMaker utilizes patented
technology to produce fully synchronized, interactive, CD-ROM-quality multimedia
streams that can be delivered through the Internet and intranets.

    LEARN2 SMARTCARD-TM---The Learn2 SmartCard provides a physical link to
e-learning. The card, which is sized to fit in a standard wallet, provides users
with the information they need to access Learn2's courseware. Each SmartCard
includes an encoded serial number and unique URL, which represents a specific
Learn2 online courseware library and enables access to the courseware at the
office, at home, or on the road. Compaq has deployed the SmartCard in its
Presario line of computers sold to Radio Shack.

    CUSTOM COURSEWARE--Learn2 incorporates StreamMaker and LearningAgent
technologies into custom courseware. Learn2 uses StreamMaker to produce fully
synchronized, interactive, CD-ROM-quality multimedia streams that can be
delivered through the Internet and intranets. Learn2's embedded LearningAgent
provides an interactive, audio-visual dialog with users, by guiding them through
key concepts and facilitating learning through interaction. It is designed to
emulate an instructor, by giving personalized help.

PRODUCTS AND SERVICES FOR INDIVIDUALS

    TUTORIALS--Through the Learn2.com Website, retailers and catalogs, Learn2
markets interactive multimedia tutorials, including desktop application
software, computer programming, life skills, and language courses to consumers,
students, and work-at-home professionals. Learn2's tutorials are packaged for
individuals as single titles and in suites or libraries of related content.
Learn2's individual customers can purchase these tutorials on physical digital
media (CD-ROMs or videotapes); or they can access the tutorials from Learn2's
Website for a specified period time.

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PRODUCTS AND SERVICES RELATED TO PERMISSION E-MAIL

    PERMISSION E-MAIL SERVICES--eTracks offers list development and refinement,
e-mail creation, broadcasting, tracking and reporting. We charge for this
service on a cost per thousand, or CPM, basis.

    LIST RENTAL--eTracks e-mail addresses, which we have collected with the
permission of address holders to our partners. eTracks charges for this service
on a CPM basis.

    TRACKING SERVICES--eTracks offers its AP tracking service to customers who
do not use its broadcast e-mail services.

BUSINESS STRATEGY AND STRATEGIC DIRECTION

    Learn2's goal is to become the world's leading provider of e-learning
products and services. Learn2's mission is to provide its customers, including
corporations, government agencies, educational organizations and individuals
with engaging e-learning products. To achieve this goal, Learn2 expects to
promote Learn2's brand, expand Learn2's content offerings, improve Learn2's
technologies, improve and expand Learn2's service offerings and expand Learn2's
distribution.

INCREASE BRAND AWARENESS IN LEARN2'S TARGET MARKETS

    Learn2 intends to solidify Learn2's position as a provider of e-learning
products and services by increasing Learn2's brand name recognition in Learn2's
target markets. Learn2 intends to use advertising, public relations and
marketing programs to promote its brand and build loyalty among businesses,
government agencies and individual customers.

EXPAND LEARN2'S CONTENT OFFERINGS

    Learn2 intends to introduce new tutorials and expand its product offerings
into new markets. Learn2 will modify content developed for existing customers in
order to provide similar tutorials to customers in different industries. This
approach allows Learn2 to generate additional revenue opportunities while
leveraging previous tutorial development efforts.

    Learn2 is pursuing relationships with specialized publishers and content
providers to develop tutorials directed toward new markets. For example, Learn2
plans to develop certification, licensing and continuing education tutorials for
professionals in areas such as finance, law and accounting.

ENHANCE LEARN2'S TECHNOLOGIES

    Learn2 will continue to invest in its technologies in order to remain on the
cutting edge of multimedia, engaging e-learning products and permission e-mail
services.

DEVELOP LONG-TERM STRATEGIC RELATIONSHIPS WITH LEARN2'S CUSTOMERS

    Learn2 plans to extend its presence within its customers' enterprises by
helping them to understand the value and applicability of its products and
services to a broad range of operational initiatives. In addition, Learn2 will
continue to develop new e-learning products and services that are aligned with
its customers' evolving business objectives.

LEVERAGE DEVELOPMENT ALLIANCES AND RESELLER RELATIONSHIPS

    Learn2 plans to grow both its direct and indirect sales channels to expand
within its existing markets and penetrate new ones.

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EXPAND LEARN2'S INTERNATIONAL PRESENCE

    As the rate of Internet adoption accelerates abroad, Learn2 believes that
significant international market demand will exist for e-learning products and
services. Learn2 currently has distributors or resellers in Africa, Brazil,
Ireland, South Korea, New Zealand and the United Kingdom.

SUPPLIERS

    Learn2 currently has relationships with several content providers. However,
as an owner of over 90% of our content, Learn2 is not reliant upon any outside
content providers. Learn2 may increase the number of content providers in the
future to broaden the scope of Learn2's subject matter.

CUSTOMERS

    None of Learn2's customers individually accounted for more than 10% of
Learn2's net revenues in 2000. The following is a list of certain Learn2
customers and a brief description of the products and services that Learn2
provides to that customer:

        AMERICA ONLINE--Learn2 sells CD-ROM tutorials to AOL that it resells to
    its members. In addition Learn2 provides a customized version of its Learn2
    Store to AOL's members accessible only from the AOL Computing Channel. Also,
    AOL has purchased online tutorials for use by certain employees.

        CANON--Learn2 uses StreamMaker authoring tool to create streams of
    Canon's proprietary tutorials, it uses to train its employees. Learn2 hosts
    the streams in the Learn2University infrastructure.

        COMPAQ--Learn2 sells online tutorials to Compaq, which resells these to
    its customers, including Radio Shack.

        HONEYWELL--Learn2 uses StreamMaker authoring tool to create streams of
    Honeywell's proprietary tutorials, it uses to train its employees. Learn2
    hosts the streams in the Learn2University infrastructure. Also, Honeywell
    has purchased online tutorials for use by certain employees.

        INTERACT COMMERCE CORPORATION--Learn2 uses StreamMaker authoring tool to
    create streams of Interact's proprietary tutorials, it sells to its
    customers. Learn2 hosts the streams in the Learn2University infrastructure.

        MICROSOFT--Great Plains--Learn2 licensed SteamMaker to Microsoft--Great
    Plains to enable it to produce its own tutorials relating to the use of its
    accounting software, which it sells to its customers. Learn2 hosts the
    streams in the Learn2University infrastructure. Also, Microsoft--Great
    Plains has purchased online tutorials for use by certain employees.

        STAPLES--Learn2 sells CD-ROM tutorials to Staples that it resells to its
    customers.

        U.S. DEPARTMENT OF LABOR--Through one of its resellers, the U.S.
    Department of Labor has purchased online tutorials for use by certain
    employees.

COMPETITION

E-LEARNING AND TRAINING

    Learn2 provides e-learning products and services to corporate, government
and non-profit markets as well as to individuals. The e-learning market is
evolving. The market is fragmented and competitive, with no dominant players.
Learn2's competitors vary in size and in the scope and breadth of the products
and services they offer. Some of Learn2's competitors have greater financial
resources than

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Learn2's has. Learn2 anticipates that new competitors will enter the market,
increasing the level of competition. Learn2 believes that the principal
competitive factors in Learn2's market include:

    - Reputation and brand recognition

    - Breadth, depth and quality of content.

    - Technology

    - Services

    - Distribution

    Learn2's competition from a variety of sources, including:

    - "Instructor-led" training companies including IBM, New Horizons and
      Productivity Point International.

    - Corporate training departments.

    - Other e-learning companies including Click2Learn.com, Digital Think,
      Element K, SmartForce, and SkillSoft.

    - Vendors offering computer-based and videotape tutorials including NETg,
      Microsoft Press, Keystone and Video Professor.

    - Book publishers including Hungry Minds, McGraw Hill and Pearson.

MULTIMEDIA STREAMING AND AGENT TECHNOLOGIES

    The three most prominent providers of multimedia streaming technologies are
Macromedia, Microsoft Corporation and RealNetworks Inc. StreamMaker is different
than other multimedia streaming technologies because Learn2 engineered it
specifically for use in training and e-learning applications. However, these
other companies have substantial resources.

PERMISSION E-MAIL MARKETING SERVICES

    eTracks' competitors in the permission e-mail marketing and tracking arena
include providers of e-mail based services such as: Double Click, MessageMedia,
Exactis, Responsys.com, Digital Impact, and DeliverE. The majority of these
companies operate with greater financial resources than eTracks does.

INTELLECTUAL PROPERTY AND LICENSES

    Learn2's success and ability to compete effectively will depend, in part, on
its ability to protect Learn2's intellectual property. Learn2 relies primarily
on a combination of statutory and common law copyright, trademark and trade
secret laws, customer licensing agreements, employee and third-party
nondisclosure agreements and other methods to protect Learn2's proprietary
rights. Learn2 has received patents that are important in the operation of our
business. These patents may not be broad enough to protect Learn2's rights.

    Learn2 generally requires the execution of a license agreement that
restricts copying and use of Learn2's products. In addition, Learn2 has
agreements with resellers and customers that require the other party to pay
Learn2 royalties based on sales or use of Learn2's products. Learn2 may not be
compensated properly if those sales or uses are not reported to Learn2. If
unauthorized copying or misuse of Learn2's products were to occur to any
substantial degree, then Learn2's business could be affected materially and
adversely. It may be possible for a third-party to copy or otherwise obtain and

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use Learn2's tutorials or technologies without authorization, or to develop
similar tutorials or technologies independently.

    Learn2 uses employee and third-party confidentiality and non-disclosure
agreements to protect Learn2's trade secrets and unpatented know-how. Learn2
requires its employees to assign to Learn2 all rights in any proprietary
information or technology made or contributed by the employee during his or her
employment with Learn2. In addition, Learn2 regularly enter into non-disclosure
agreements with third parties including consultants, potential strategic
partners and customers. Unfortunately, these agreements cannot guarantee the
confidentiality of Learn2's trade secrets or unpatented know-how, nor can they
prevent third parties from independently developing substantially equivalent
proprietary information or copying, developing, or otherwise obtaining and using
Learn2's proprietary information without authorization.

    Learn2 may resort to litigation to enforce its intellectual property rights,
determine the validity and scope of the proprietary rights of others, or defend
itself against claims of infringement or invalidity by others. While Learn2 is
not currently engaged in any intellectual property litigation or proceedings,
Learn2 may be in the future. An adverse outcome in a litigation or similar
proceeding could subject Learn2 to significant liabilities to third parties,
require disputed rights to be licensed from others, or require Learn2 to cease
marketing or using certain products or services. The cost of addressing any
intellectual property litigation, both in legal fees and the diversion of
management resources, regardless of whether the claim is valid, could be
significant.

    Third parties may claim that Learn2's current or future products infringe on
their proprietary rights. Learn2 may be subject to these claims as the number of
products and competitors in the education and training industry grows and the
functionality of products in the marketplace overlap. Any of these claims, with
or without merit, could result in costly litigation or might require Learn2 to
enter into royalty or licensing agreements. These royalty or license agreements,
if required, may not be available on terms acceptable to Learn2, if at all.

EMPLOYEES

    As of June 30, 2001, Learn2 had a total of 138 full-time employees, of whom
64 were engaged in research and product development, 54 in sales and marketing
and 20 in general and administrative functions. Substantially all of the
employees work in Learn2's offices in Pryor, Oklahoma, Belmont, California,
Golden, Colorado or White Plains, New York. None of Learn2's employees are
subject to a collective bargaining agreement and Learn2 has not experienced any
work stoppages. Learn2 believes that its relationship with its employees is
good.

RISK FACTORS RELATING TO OUR COMPANY AND OUR BUSINESS

    In addition to other information in this Form 10-K/A, you should consider
carefully the following risk factors when evaluating our company and our
business because such factors may have a significant impact on our business,
operating results and financial condition. As a result of the risk factors set
forth below and elsewhere in this Form 10-K/A, and the risks disclosed in our
public filings, actual results could differ materially from those projected in
any forward-looking statement.

OUR AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A
  GOING CONCERN DUE TO AN EVENT OF DEFAULT UNDER OUR $10 MILLION CONVERTIBLE
  DEBENTURE.

    On August 1, 2001, Learn2 received notification from the Nasdaq Listing
Qualifications Panel that the panel had determined to delist Learn2's common
stock from quotation on the Nasdaq National Market effective with the opening of
business on August 2, 2001, due to Learn2's failure to meet the minimum per
share bid price required for continued listing. Effective with the opening of
business, August 2, 2001, Learn's common stock began trading on the OTC Bulletin
Board. The delisting of

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Learn2's common stock from the Nasdaq National Market is an event of default
under Learn2's $10 million convertible debenture. The holder of the convertible
debenture agreed to waive its rights under the convertible debenture until the
earlier of the termination of the merger agreement between Learn2 and E-Stamp,
September 30, 2001 and an event of default under a $2 million convertible
promissory note issued to E-Stamp by Learn2 in exchange for a $2 million loan.
If the merger is not completed and Learn2 is unable to obtain an additional
waiver from the holder of the convertible debenture, Learn2 may not have the
resources to repay its obligations under the convertible debenture promissory
note. As a result of the event of default under the convertible debenture,
Learn2's auditors have revised their opinion regarding Learn2's financial
statements for the fiscal year ended December 31, 2000 and expressed substantial
doubt as to Learn2's ability to continue as a going concern.

IF OUR PROPOSED MERGER WITH E-STAMP CORPORATION IS NOT COMPLETED, WE MAY NOT
HAVE SUFFICIENT CASH TO CONTINUE OUR BUSINESS.

    We have been operating our business on the basis that our proposed merger
with E-Stamp Corporation will be completed. If the merger is not completed and
we are not successful in raising additional funds from operations, the issuance
of securities, sale of Etracks.com, Inc. or otherwise, we may not have
sufficient cash to fund operations and repay our obligations under our
$10 million convertible debenture or the $2 million convertible promissory note
issued to E-Stamp by our company. The amount of the shortfall could exceed
$12 million and is dependent upon a variety of factors, including the timely
introduction and market success of our products, the costs of developing,
producing and marketing these products, adoption of the Internet as a medium of
commerce and delivery of services, general economic conditions and various other
factors. If our board of directors withdraws, modifies or changes its
recommendation with respect to the merger in a manner adverse to E-Stamp or upon
other events of default, E-Stamp may declare the note immediately due and
payable. In addition, if the merger is not completed, the delisting of our
common stock from the Nasdaq National Market is an event of default under the
debenture. The conversion of our $10 million convertible debenture and the
$2 million convertible promissory note issued to E-Stamp by us would result in
the issuance of approximately 54 million shares of our common stock. As a
result, the percentage ownership of stockholders in our company would be
significantly reduced

FAILURE TO COMPLETE THE PROPOSED MERGER COULD ADVERSELY AFFECT OUR STOCK PRICE
  AND FUTURE BUSINESS AND OPERATIONS.

    The merger with E-Stamp Corporation is subject to the approval of
stockholders and specified closing conditions. In the event that the merger is
not successfully completed, We may be subject to a number of material risks,
including the following: The price of our common stock may decline to the extent
that the current market price for its common stock reflects a market assumption
that the proposed merger will be completed; and costs related to the proposed
merger, such as legal, accounting, and financial advisory fees, must be paid by
us even if the merger is not completed.

    In addition, in the event that the merger is not completed, our board of
directors may not be able to secure a similar strategic transaction to provide
our company with cash for working capital and other purposes.

OUR SECURITIES HAVE BEEN DELISTED FROM THE NASDAQ NATIONAL MARKET WHICH COULD
  RESULT IN YOUR BEING UNABLE TO SELL OUR STOCK READILY OR AT ALL.

    Our securities were delisted from the Nasdaq National Market on August 2,
2001.The delisting may impact adversely the liquidity of our securities, not
only in the number of shares which can be bought or sold, but also through
delays in the timing of transactions and reductions in potential security
analyst and media coverage. This may reduce the demand for our common stock and
the trading price

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of our securities. The delisting will greatly impair our ability to raise
additional working capital. Our common stock currently trades on the OTC
Bulletin Board and is subject to regulation as a "penny stock." The SEC has
adopted regulations which generally define "penny stock" to be any equity
security that has a market price or exercise price of less than $5.00 per share,
subject to certain exceptions, including listing on the Nasdaq National Market
or the Nasdaq SmallCap Market. For transactions covered by these rules,
broker-dealers must make a special suitability determination for the purchase of
such securities and must have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the rules require the delivery, prior to the
transaction, of a risk disclosure document mandated by the SEC relating to the
penny stock market. The broker-dealer is also subject to additional sales
practice requirements. Consequently, the penny stock rules may restrict the
ability of broker-dealers to sell our securities and may affect the ability of
holders to sell these securities in the secondary market and the price at which
such holders can sell any such securities.

    If we were to reapply to list our securities on Nasdaq, we might reapply for
listing on The Nasdaq Small Cap Market rather than The Nasdaq National Market.
Compared to securities listed on The Nasdaq National Market, securities listed
on The Nasdaq Small Cap Market are not quoted in regional newspapers, are less
likely to receive analyst coverage and are less likely to be invested in by
institutional investors. In addition, securities traded on The Nasdaq Small Cap
Market are not exempt from state securities laws.

THE MERGER WILL RESULT IN SUBSTANTIAL COSTS WHETHER OR NOT COMPLETED.

    The merger will result in significant costs to our company. Transaction
costs are estimated at approximately $1.7 million. These costs are expected to
consist primarily of fees for investment bankers, attorneys, accountants, filing
fees and financial printers. Most of these costs will be incurred whether or not
the merger is completed.

WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT; WE MAY CONTINUE TO
EXPERIENCE LOSSES.

    For the year ended December 31, 2000, we incurred a net operating loss of
approximately $38 million and an accumulated deficit of approximately
$164 million. As a relatively new company in a relatively new market our revenue
opportunities are evolving constantly. Therefore forecasting our results can be
somewhat unpredictable. In addition, we face intense competition and we must
manage our growth and respond to rapid changes in customer demands industry
standards and the economy. We may not succeed in addressing this challenges.

WE MAY EXPERIENCE SIGNIFICANT FLUCTUATIONS IN REVENUES AND OPERATING RESULTS,
  WHICH COULD CAUSE OUR SHARE PRICE TO BE VOLATILE.

    Due to the emerging nature of the e-learning market and a sluggish economy,
we may be unable to forecast our revenues and profitability accurately. Because
many of our costs will be fixed and based on anticipated revenue levels,
variations in, and the timing of, revenue recognition could cause significant
variations in operating results from quarter to quarter. If our future operating
results are below the expectations of investors, the trading price of our
company's common stock is likely to fall.

IF WE ARE UNABLE TO DEVELOP AWARENESS OF THE LEARN2 BRAND, OUR CUSTOMER BASE MAY
  NOT GROW AS EXPECTED.

    Developing the Learn2 brand within our target markets is critical to
achieving widespread acceptance of our tutorials and a broad customer base. We
may not succeed in developing the Learn2 brand if more successful competitors
emerge, we are unable or fail to devote sufficient resources to

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marketing efforts, or course performance problems cause customer
dissatisfaction. Our inability to develop the Learn2 brand would hinder growth.

WE WILL OPERATE IN A RAPIDLY CHANGING, COMPETITIVE MARKET AND WE MAY NOT HAVE
  ADEQUATE RESOURCES TO COMPETE SUCCESSFULLY.

    The e-learning market is evolving quickly and is subject to rapid
technological change, shifts in customer demands and evolving industry
standards. To succeed, we must continue to expand tutorial offerings and upgrade
technologies. We may not be able to do so successfully. If we fail to anticipate
or respond adequately to changes in technology and customer preferences, or we
have any significant delays in tutorial development or introduction, our
competitors may be able to attract and maintain a greater customer base.

    The e-learning market is characterized by significant price competition. We
may face increasing price pressures from competitors, as customers demand more
value for their budgets. This could result in reduced operating margins, as well
as loss of market share and brand recognition.

    Although the e-learning market is highly fragmented with no single
competitor accounting for a dominant market share, competition is intense. Our
competitors vary in size and in the scope and breadth of the tutorials and
services they offer. Several of our competitors have longer operating histories
and significantly greater financial, technical and marketing resources. The lack
of significant entry barriers to the e-learning market will allow other
competitors to enter the market, increasing competition.

OUR BUSINESS WILL SUFFER IF E-LEARNING IS NOT WIDELY ACCEPTED.

    The market for e-learning products and services is new and evolving. We
expect that we will engage in intensive marketing and sales efforts to enable
prospective customers to learn about the benefits of our products and services.
There are a number of factors that could impact the acceptance of our products
and services, which are new and largely untested compared to more established
training and educational methods, including:

    - companies that have historically relied on, or invested in, traditional
      training and educational methods may be reluctant or slow to adopt
      Web-based e-learning products and services;

    - many of our potential customers have allocated only a limited portion of
      their budgets to e-learning; and

    - end users may not use e-learning products effectively.

    If the market for e-learning fails to develop or develops more slowly than
we expect, we will not achieve our growth and revenue targets and the value of
our common stock will likely decline.

THE SUCCESSFUL OPERATION OF OUR BUSINESS DEPENDS UPON A CONTINUAL SUPPLY OF
  CONTENT OTHER THAN RELATED TO OUR CURRENT LIBRARY.

    Our business success is dependent upon our ability to develop or obtain
content from third party content providers because this content broadens the
variety of content subjects we offer. Our inability to develop our own content
or obtain it from third parties could result in delays in product introductions
or shipments. We will depend on the quality and reliability of the content
licensed and timely delivery of this content by our sources. Although we will
have agreements specifying the terms of the licenses, these agreements may not
be enforceable. We believe that we can arrange alternate sources for some or all
of our content, but our inability to provide content to our customers and
prospects on a timely basis could adversely affect the performance of our
business. In 2000, our revenue related to third party content was less than 10%
of our total revenue. The subject matter of

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our third party content can be important to prospective customers that evaluate
e-learning companies based on a variety of content subjects.

WE MUST DELIVER TUTORIALS THAT MEET THE NEEDS OF OUR CUSTOMERS OR OUR BUSINESS
  WILL SUFFER.

    To be competitive, we must develop and introduce on a timely basis new
tutorial offerings that meet the needs of companies seeking to use our
e-learning products. Furthermore, the viability of our e-learning products
depends in large part on our ability to update our tutorials and develop new
content as the underlying subject matter changes.

WE PLAN TO EXPAND THE SCOPE OF OUR TUTORIALS AND MAY DEPEND ON OUR ABILITY TO
  ATTRACT EXPERTS OR SPECIALISTS. IF WE ARE UNABLE TO ATTRACT THE NECESSARY
  EXPERTISE, WE WILL NOT BE ABLE TO ENTER NEW FIELDS.

    Our strategy involves broadening the fields presently covered by our
tutorials. In particular, to date we have focused primarily on tutorials in the
information technology area and we are planning to develop and introduce new
tutorial offerings in other fields. These new tutorial offerings may encompass
areas in which we have little or no experience or expertise. Therefore, our
ability to expand our tutorials into these areas may require us to locate and
evaluate third-party experts or specialists who would develop or assist us in
developing the tutorial content. If we are unable to locate and evaluate these
experts, we may fail to develop the tutorials our customers demand or be unable
to pursue new market opportunities. If we do not extend our tutorial offerings
into new fields, our revenue growth could be constrained.

THE VARIABILITY AND LENGTH OF OUR SALES CYCLE FOR OUR E-LEARNING PRODUCTS MAY
  MAKE OUR OPERATING RESULTS UNPREDICTABLE AND VOLATILE.

    The period between our initial contact with a potential customer and the
first purchase of our product by that customer typically ranges from three to
nine months and in some cases may be as long as two years. Because we will rely
on large sales for a substantial portion of our revenues, these long sales
cycles can have a particularly significant effect on our financial performance
in any quarter. Factors which may contribute to the variability and length of
our sales cycle include:

    - The time required for potential customers to learn about the benefits of
      our e-learning products and services.

    - The time it takes our potential customers to assess the value of
      e-learning solutions compared to more traditional products and services.

    - The time it takes our potential customers to evaluate competitive
      e-learning products and services.

    - Our potential customers' internal budget and approval processes.

    - The extended periods most large corporations and government entities
      require to make purchasing decisions.

    As a result of our lengthy sales cycle, we have only a limited ability to
forecast the timing and size of specific sales and thus to predict quarterly
financial performance.

WE DEPEND ON MAJOR RETAILERS TO MARKET OUR PRODUCTS.

    In 2000, approximately 42.3% of our sales were made directly or indirectly
to retailers. This market is subject to the unpredictability of consumer demand.
We may not plan effectively for this market, which could result in adverse
operating results in future periods. Our retail customers also carry our
competitors' products. We pay retailers competitive rates to provide shelf space
for our

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products. If we are unable to pay competitive rates, retailers may not continue
to provide shelf space for our products, which could result in adverse operating
results. These retail distributors may have limited capital to invest in
inventory. Their decisions to purchase our products are partly a function of
pricing, terms and special promotions offered by our competitors and other
factors that we do not control nor can we predict. Our agreements with retailers
are generally nonexclusive and may be terminated by them or by us without cause.

    Some retailers and distributors have experienced financial difficulties in
the past. Distributors that we currently use may experience financial
difficulties in the future. If these distributors do experience financial
difficulties and we are unable to move their inventories to other distributors,
we may experience reduced sales or increased write-offs, which would adversely
affect our operating results.

AS OF DECEMBER 31, 2000, A DISTRIBUTOR OF OUR PRODUCTS OWED APPROXIMATELY 14.8%
  OF OUR OUTSTANDING ACCOUNTS RECEIVABLE BALANCE. THIS ACCOUNT MIGHT NOT BE
  COLLECTED.

    As of December 31, 2000, a distributor of our products owed approximately
14.8% of our outstanding accounts receivable balance. This receivable relates to
a software license sale in 2000 for the rights to use our software. The balance
of this receivable is due in September 2001. If we are unable to collect this
accounts receivable, we may have to write-off this balance, which could
adversely affect our operating results.

OUR PRODUCTS ARE DESIGNED FOR MICROSOFT TECHNOLOGIES.

    Our products are designed primarily for Microsoft technologies. We believe
that Microsoft technologies are and will continue to be, widely utilized by our
customers. However, if these customers do not actually adopt and continue to
utilize these technologies as anticipated or in the future migrate to other
computing technologies that we do not support, we may have to spend significant
capital and other resources including personnel to adapt our products to these
alternative technologies. Our streaming technology does not function in a Linux
environment.

THE DEVELOPMENT OF OUR AUTHORING, COMPRESSION, ANIMATION AND STREAMING
  TECHNOLOGIES IS COMPLEX.

    The development of our authoring, compression, animation and streaming
technologies is complex. The period between our initial development to the
release of our products typically ranges. This can result in lengthy development
cycles, extended testing periods and undetected errors or bugs in the software
programs. As a result, the period between our initial development and testing to
the release of our products typically ranges from two to three months. These
factors can result in loss of market acceptance, loss of reputation and loss of
market share if products of competitors either are available on the market
first, or are viewed as more reliable than our products. To date, we have not
experienced undetected errors that have adversely and materially affected
operations.

OUR FUTURE GROWTH DEPENDS ON OUR ABILITY TO RETAIN KEY PERSONNEL AND SUCCESSFUL
  HIRING AND RETENTION, PARTICULARLY WITH RESPECT TO SALES, MARKETING AND
  DEVELOPMENT PERSONNEL, AND WE MAY BE UNABLE TO HIRE AND RETAIN THE SKILLED
  PERSONNEL WE NEED TO SUCCEED.

    We are substantially dependent on Donald Schupak, Chairman of the Board of
Directors, and Stephen P. Gott, President, Chief Executive Officer and Director.
We may not be able to retain our key executives and engineers. We expect to
continue to hire additional staff. We may not be successful in attracting,
retaining or motivating key personnel. If we do not succeed in attracting new
personnel, or retaining and motivating existing personnel, our business may be
affected adversely.

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WE FACE A RISK OF SYSTEM FAILURE.

    Our operations depend to a significant extent on our ability to maintain our
computer and telecommunications systems. We must also protect our systems
against damage from fire, natural disaster, power loss, telecommunications
failure or similar events. In addition, growth of our customer base may strain
the capacity of our computer operations center and telecommunications systems
and/or lead to degradations in performance or system failure. Any damage to or
loss of our computer and telecommunications networks including our operations
center could affect adversely the performance of our business. To date, we have
not experienced system failures that have adversely and materially affected
operations.

UNAUTHORIZED BREAK-INS TO OUR SERVICE COULD HARM OUR BUSINESS.

    Our servers are vulnerable to computer viruses, physical or electronic
break-ins and similar disruptions, which could lead to interruptions, delays,
loss of data or the inability to complete customer transactions. In addition,
unauthorized persons may improperly access our data, which could harm us.
Actions like these may be very expensive to remedy and could damage our
reputation and discourage new and existing users from purchasing our products
and services. To date, we have not experienced an unauthorized break-in or
similar disruption that has adversely and materially affected operations.

WE MAY NOT BE ABLE TO IMPLEMENT OUR GROWTH STRATEGY.

    Successfully achieving our growth plan depends on our ability to:

    - Continue to develop and market our products and services.

    - Maintain and increase our customer base.

    - Effectively integrate businesses and technologies.

    - Continue to identify, attract, retain and motivate qualified personnel.

    If we do not successfully implement our growth strategy, our results of
operations will be adversely affected.

WE MAY BE SUBJECT TO INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, WHICH ARE COSTLY
  TO DEFEND AND COULD LIMIT OUR ABILITY TO USE CERTAIN TECHNOLOGIES IN THE
  FUTURE.

    Many parties are developing and improving technologies which compete with
our proprietary technologies and patents. We believe that these parties will
continue to take steps to protect these technologies, including seeking patent
protection. As a result, disputes regarding the ownership of these technologies
could arise in the future.

    Third parties may assert claims against us alleging infringement of patents,
copyrights, trademark rights, trade secret rights or other proprietary rights or
alleging unfair competition. In the event that we determine that licensing
patents or other proprietary rights is appropriate, we may not be able to
license proprietary rights on reasonable terms or at all. As the number of
products in our target markets increase and the functionality of these products
further overlap, we may become subject to infringement claims. We may incur
substantial expenses in defending against third-party infringement claims
regardless of the merit of those claims. In the event that there is a
determination that we have infringed third-party proprietary rights, we could
incur substantial monetary liability and be prevented from using the rights in
the future.

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OUR INTELLECTUAL PROPERTY RIGHTS ARE COSTLY AND DIFFICULT TO PROTECT.

    We have patents that cover our StreamMaker and LearningAgent technologies
and have a patent pending for our AP tracking technologies. We cannot assure you
that patents issued or acquired by our company now or in the future will be
valid and enforceable, or provide us with any meaningful protection.

    We also have rights in the trademarks that we use to market our e-learning
services and products. These trademarks include Learn2.com, StreamMaker(TM),
LearningAgent(TM) and Learn2University(TM).

    Our intellectual property allows us to develop engaging, multimedia,
technology-based tutorials and courses. For a description of our intellectual
property see the section entitled "Learn2 Business" beginning on page 3.

    Our success and ability to compete effectively will depend, in part, on our
ability to protect our intellectual property, which we protect through a
combination of patent, trade secret, copyright, trademark, nondisclosure
agreements and other contractual provisions and technical measures.

    None of these protections may be adequate to prevent our competitors from
copying or reverse-engineering our products, concepts, trade names and trade
dress. Furthermore, none of these protections prohibit our competitors from
independently developing technologies that are substantially equivalent or
superior to our technologies.

    We license certain products under licenses that are not signed by our
licensees. The licensee agrees to the license by either (i) opening a package on
which the license is written or (ii) on a computer, "clicking" the "I accept" or
"I agree" tab underneath the license. These types of licenses may be
unenforceable under the laws of certain jurisdictions. In addition, the laws of
certain countries in which our products are or may be licensed do not protect us
to the same extent as the laws of the United States.

WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS AND WE MAY BE
  LIABLE FOR INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

    Third parties may infringe or misappropriate our patents, trademarks or
other proprietary rights, which could have a material adverse effect on our
business, results of operations or financial condition. While we enter into
confidentiality agreements with many of our employees, consultants and strategic
partners and generally control access to and distribution of our proprietary
information, the steps we have taken to protect our proprietary rights may not
prevent misappropriation. We also attempt to register our trademarks and service
marks. However, we may not receive approval on all of our trademark
registrations or patent applications. Even if they are approved, such trademarks
or patents may be challenged by others or invalidated. In addition, we do not
know whether we will be able to defend our proprietary rights because the
validity, enforceability and scope of protection of proprietary rights in
Internet-related industries is uncertain and still evolving.

    Third parties may assert infringement claims against us. From time to time
in the ordinary course of business we have been and we expect to continue to be,
subject to claims alleging infringement of the intellectual property rights of
third parties. These claims and any resulting litigation, if it occurs, could
subject us to significant liability for damages. In addition, even if we
prevail, litigation could be time-consuming and expensive and could result in
the diversion of our time and attention. Any claims from third parties may also
result in limitations on our ability to use the intellectual property subject to
these claims unless we are able to enter into agreements with the third parties
making these claims.

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CHANGES IN LAWS RELATING TO DATA COLLECTION AND USE PRACTICES AND THE PRIVACY OF
  INTERNET USERS AND OTHER INDIVIDUALS COULD HARM OUR BUSINESS.

    Websites usually place certain information called "cookies" on a user's hard
drive usually without the user's knowledge or consent. Websites use cookies for
a variety of reasons. We employ the use of cookies on our Websites. Certain
Internet browsers allow users to modify their browser settings to remove cookies
at any time or to prevent cookies from being stored on their hard drive. In
addition, some Internet commentators, privacy advocates and governmental bodies
have suggested limiting or eliminating the use of cookies. The effectiveness of
our technology and products could be limited by any reduction or limitation in
the use of cookies. Specifically, some of our products use information provided
by cookies to, among other things, (i) help track the progress of users through
a tutorial, (ii) remember a user's login/password and (iii) track other session
information. The reduction or limitation in the use of cookies may result in the
loss of this session information, which could require the user to either
re-enter the information and/or increase the response time of a tutorial. This
could result in delays and a decrease in the effectiveness of our products. In
this regard, there are a large number of legislative proposals before the United
States Congress, foreign governments and other international regulatory agencies
regarding privacy issues and the regulation and use of cookies. It is not
possible to predict whether or when such legislation may be adopted, and certain
proposals, if adopted, could adversely affect our business. This could be caused
by, among other possible provisions, the requirement that permission be obtained
before we use cookies.

WE MAY BE EXPOSED TO PRODUCT LIABILITY CLAIMS.

    Our license agreements with customers typically contain provisions designed
to limit exposure to potential product liability claims. It is possible,
however, that the limitation of liability provisions contained in the license
agreements may not be effective under the laws of certain state and foreign
jurisdictions.

WE FACE LEGAL UNCERTAINTIES RELATING TO THE INTERNET IN GENERAL AND TO OUR
  INDUSTRY IN PARTICULAR AND MAY BECOME SUBJECT TO COSTLY GOVERNMENT REGULATION.

    The applicability to the Internet of existing laws is uncertain and
developing with regard to many issues, including sales tax, intellectual
property ownership and infringement, copyright, trademark, trade secret,
obscenity, libel, export of encryption technology and personal privacy.

    There are an increasing number of laws and regulations pertaining to
liability for information received from or transmitted over the Internet, online
content regulation, user privacy, taxation and quality of products and services.
In addition, it is possible that more laws and regulations may be adopted with
respect to the Internet, such as laws or regulations relating to user privacy,
taxation, e-mail, pricing, Internet access, content, copyrights, distribution
and characteristics and quality of products and services. Various state statutes
govern private post-secondary educational institutions. We are uncertain whether
states will attempt to apply these statutes to regulate the offering of
tutorials over the Internet.

    Changes in existing laws and the adoption of additional laws or regulations
may decrease the popularity or limit expansion of the Internet. A decline in the
growth of the Internet could decrease demand for our tutorials and services and
increase our cost of doing business.

OUR BUSINESS COULD BE HARMED BY CONSUMERS' CONCERNS ABOUT THE SECURITY OF
  TRANSACTIONS OVER THE INTERNET.

    We believe that concerns regarding the security of confidential information
transmitted over the Internet, such as credit card numbers, prevent many
potential customers from engaging in online transactions. Our success may depend
on our ability to add sufficient security features to our

                                       20
<Page>
e-commerce engine and to instill confidence in those features in our customers.
If we fail to do so, we may not realize our business plan.

WE WILL CONTINUE TO EXPAND INTO INTERNATIONAL MARKETS IN WHICH WE HAVE LIMITED
  EXPERIENCE.

    A part of our strategy is to develop international markets. We have entered
into distribution or reseller arrangements in Africa, Brazil, Ireland, South
Korea, New Zealand and the United Kingdom. We may not be able to market our
products and services in foreign markets successfully.

    We have limited experience in developing localized versions of our products
and marketing our products and services internationally. We rely on the efforts
and abilities of our international business partners in those activities.

    In addition to uncertainty about our ability to continue to generate
revenues and expand our international presence, we face certain risks inherent
in doing business internationally, including:

    - Local economic and market conditions.

    - Difficulties in enforcing intellectual property and contractual rights.

    - The need for compliance with a variety of international and United States
      export regulations.

    - Unexpected changes in regulatory requirements.

    - Trade barriers.

    - Difficulties in staffing and managing international operations because of
      distance, language and cultural differences.

    - Longer payment cycles.

    - Currency exchange rate fluctuations.

    - Problems in collecting accounts receivable.

    - Political and economic instability.

    - Seasonal fluctuations in business activity.

    - Potentially adverse tax consequences.

    One or more of these factors could have a material adverse effect on our
future international presence and, consequently, on our business, operating
results and financial condition.

                                       21
<Page>
AVAILABLE INFORMATION

    We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Any document we file
with the Commission may be read or copied at the Commission's public reference
room at 450 Fifth Street, N.W., Washington, DC 20549. Please call the Commission
at 1-800-SEC-0330 for further information on the public reference room. Our
Commission filings are also available to the public on the Commissions' Website
at http://www.sec.gov.

ITEM 2.  PROPERTIES.

    We maintain facilities and offices at the following locations:

<Table>
<Caption>
                                                                 LEASE           LEASE
                                                      SQ.      EXPIRATION       RENEWAL
LOCATION                          PURPOSE             FEET        DATE           OPTION
--------                  ------------------------  --------   ----------   ----------------
<S>                       <C>                       <C>        <C>          <C>
White Plains, New         Headquarters Office
  York..................                             12,000     12/31/04    One 5 year-term
Pryor, Oklahoma.........  Marketing, Production
                            and Product
                            Development              89,000        Owned         Owned
Golden, Colorado........  Research & Development
                            and Production            8,521     04/06/03          N/A
Belmont, California.....  Office                      7,788     04/30/04    Two 5 year-terms
</Table>

ITEM 3.  LEGAL PROCEEDINGS.

    Learn2 is involved in certain legal proceedings and claims in the ordinary
course of our business. We are contesting vigorously all such matters and
believe that their ultimate resolution will not have a materially adverse effect
on our financial position, results of operations or cash flows.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    Not Applicable.

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

    Learn2.com is traded on the OTC Bulletin Board under the symbol "LTWO."
Prior to August 2, 2001, Learn2.com stock traded on the Nasdaq National Market.
As of August 7, 2001, we had more than 700 record holders of our common stock as
reported by our transfer agent. The following table

                                       22
<Page>
sets forth the range of high and low bid quotations for our common stock as
reported by The Nasdaq National Market System during the periods as indicated.

<Table>
<Caption>
                                                                HIGH       LOW
                                                              --------   --------
<S>                                                           <C>        <C>
2000
  Fourth Quarter............................................   $ 2.03     $0.38
  Third Quarter.............................................     3.13      1.97
  Second Quarter............................................     4.13      1.60
  First Quarter.............................................     9.50      3.34

1999
  Fourth Quarter............................................   $ 5.75     $2.91
  Third Quarter.............................................     4.81      2.78
  Second Quarter............................................     8.94      3.88
  First Quarter.............................................    10.00      2.28
</Table>

    On November 12, 1999, we granted a right to Fletcher International Limited
to purchase 50,000 shares of our common stock for $0.01 per share as settlement
for our obligations incurred due to the late effectiveness of a registration
statement.

    On March 10, 2000, we entered into a Securities Purchase Agreement with RGC
International Investors LDC and pursuant thereto, we issued a $10.0 million 6%
convertible debenture to RGC due March 10, 2003. The debenture is convertible at
any time, in whole or in part, at the option of the holder at a conversion price
of $0.40 per share and is subject to anti-dilution provisions. Under certain
conditions, the debenture automatically converts after one year. The conversion
price of the debenture may also be reset to the market value of our common stock
on the second anniversary of the convertible debenture if the price of our
common stock declines below $0.40 on such anniversary. In addition, RGC was
granted a five-year warrant to purchase 337,268 shares of our common stock
exercisable at $7.41 per share. The value of this warrant will be recorded as
debt discount and amortized over the life of the related debt. Learn2 will
record additional interest expense as a result of the reset of the original
conversion price from $6.00 to $0.41 during the first quarter of 2001.

    On April 13, 2001, the holder executed a waiver, agreeing not to exercise
any of its rights under the debenture to declare an event of default or convert
the debenture with certain exceptions as provided in the waiver, with respect to
Learn2's failure to register shares of common stock, issuable as a result of the
conversion price reset on March 10, 2001, provided that Learn2 filed a
registration statement within 30 days after the date the waiver would have
expired and such registration statement is declared effective by the Securities
and Exchange Commission within 90 days after such date.

    On April 19, 2001, in connection with the merger, the holder executed a new
waiver agreeing not to exercise any of its rights under the debenture to declare
an event of default or convert the debenture with certain exceptions as provided
in the waiver. Except as set forth in the second succeeding sentence, the new
waiver expires upon the earlier of (x) the termination of the merger agreement,
(y) September 30, 2001 and (z) the date of the occurrence of an event of default
under the $2 million convertible promissory note issued to E-Stamp by Learn2.
The dates between April 19, 2001 and expiration of the new waiver are referred
to as the standstill period. However, with respect to an event of default caused
by Learn2's failure to register shares of common stock, issuable as a result of
the conversion price reset on March 10, 2001, the new waiver would not expire
and would remain effective if Learn2 files a registration statement within
30 days after the end of the standstill period covering the shares of Learn2
common stock issuable under the debenture following the reset of the conversion
price of the debenture and such registration statement is declared effective by
the Securities and Exchange Commission within 90 days after the end of the
standstill period.

                                       23
<Page>
    Because Learn2 cannot control the cure for events of default under the
debenture, Learn2 will reclassify the debenture as a current liability as of
March 31, 2001.

    On August 2, 2001, Learn2's common stock was delisted from the Nasdaq
National Market and began trading on the OTC Bulletin Board. The delisting of
Learn2's common stock from the Nasdaq National Market is an event of default
under Learn2's $10 million convertible debenture. The holder of Learn2's
$10 million convertible debenture could declare the convertible debenture due
and payable upon the earlier of (x) the termination of the merger agreement,
(y) September 30, 2001 and (z) the date of occurrence of an event of default
under the $2 million convertible promissory note issued to E-Stamp by Learn2.

    We have never declared, nor have we paid, any cash dividends on our common
stock. We intend to retain our earnings to finance future growth and, therefore,
we do not anticipate paying any cash dividends on our common stock in the
foreseeable future.

ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA.

    The selected consolidated financial data set forth below with respect to our
consolidated statements of operations for each of the years ended December 31,
2000, 1999 and 1998 and with respect to our consolidated balance sheets as of
December 31, 2000 and 1999 have been derived from our audited financial
statements. The selected consolidated financial data set forth with respect to
our consolidated statements of operations for each of the years ended
December 31, 1997 and 1996 and with respect to our consolidated balance sheets
as of December 31, 1998, 1997 and 1996 are derived from our audited financial
statements which are not included herein. The results as of and for the years
ended December 31, 1997 and 1996 do not include the results and financial
condition of Panmedia Corporation as its impact would be immaterial.

    The selected consolidated financial data set forth below is qualified in its
entirety by and should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the consolidated
financial statements and the notes to those statements included elsewhere
herein.

<Table>
<Caption>
                                                                            YEAR ENDED DECEMBER 31,
                                                              ----------------------------------------------------
                                                                2000     1999(1)      1998       1997       1996
                                                              --------   --------   --------   --------   --------
                                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                           <C>        <C>        <C>        <C>        <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
  Net revenues..............................................  $ 22,070   $ 12,221   $  2,674   $ 10,807   $ 20,549
  Cost of revenues..........................................     6,380      3,224        472      4,650      8,299
                                                              --------   --------   --------   --------   --------
  Gross profit..............................................    15,690      8,997      2,202      6,157     12,250

Operating expenses:
  Research and product development..........................     6,891      3,952      2,396     14,470     19,641
  Sales and marketing.......................................    12,146      9,201        595      5,885     11,262
  General and administrative................................     9,920      5,274      5,326      5,366      4,290
  Depreciation and amortization.............................     6,060      3,300      1,822      4,181      2,565
  Restructuring and other non-recurring charges.............       641      3,619         --         --         --
  Acquired in-process technology............................        --     24,777         --         --         --
  Impairment of goodwill and other intangible assets........    17,883         --         --         --         --
                                                              --------   --------   --------   --------   --------
  Total operating expenses..................................    53,541     50,123     10,139     29,902     37,758

Other income (expense)......................................      (139)        90     (2,674)     1,333      1,255
                                                              --------   --------   --------   --------   --------
Net loss....................................................   (37,990)   (41,036)   (10,611)   (22,412)   (24,253)
Dividends on preferred stock................................        --         --        338         --         --
Beneficial conversion feature associated with Preferred
  Stock.....................................................        --         --      5,479         --         --
                                                              --------   --------   --------   --------   --------
Net loss available to common stockholders...................   (37,990)  $(41,036)  $(16,428)  $(22,412)  $(24,253)
                                                              ========   ========   ========   ========   ========
Basic and diluted loss per share available to common
  stockholders..............................................  $  (0.72)  $  (1.06)  $  (0.92)  $  (1.47)  $  (1.80)
                                                              ========   ========   ========   ========   ========
</Table>

                                       24
<Page>

<Table>
<Caption>
                                                                            YEAR ENDED DECEMBER 31,
                                                              ----------------------------------------------------
                                                                2000     1999(1)      1998       1997       1996
                                                              --------   --------   --------   --------   --------
                                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                           <C>        <C>        <C>        <C>        <C>
Basic and diluted weighted average shares outstanding.......    52,702     38,846     17,899     15,241     13,442
                                                              ========   ========   ========   ========   ========
CONSOLIDATED BALANCE SHEET DATA:
  Total assets..............................................  $ 50,321   $ 75,625   $ 13,419   $  9,946   $ 38,933
  Long-term debt (including current portion)................     9,271         --        194        946      6,790
  Stockholders' equity......................................    32,123     66,514     10,123      2,525     24,652
</Table>

(1) Effective January 1, 2000, Learn2 adopted SAB 101. Learn2's adoption of
    SAB 101 resulted in a change in method of accounting for cooperative
    advertising expenses. In accordance with previously existing accounting
    principles, Learn2 recorded cooperative advertising expenses as a sales and
    marketing expense. During 2000, as a result of new interpretations of
    generally accepted accounting principles by the SEC through the issuance of
    SAB No. 101, Learn2 was required to change the accounting policy for
    cooperative advertising to record these expenses as a reduction of gross
    revenues. Pro forma amounts assuming the new revenue recognition method is
    applied on a pro forma basis for the year ended December 31, 1999 was a
    decrease to both net revenues and sales and marketing expenses of
    $1.3 million.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

    The following information should be read in conjunction with our
consolidated financial statements and the notes thereto contained elsewhere
herein. This analysis is provided pursuant to applicable Securities and Exchange
Commission regulations and is not intended to serve as a basis for projections
of future events. Our actual results may differ materially from those
anticipated as a result of certain factors, including but not limited to, those
set forth under "Risk Factors Relating to Our Company and Our Business"
beginning on page 12.

RECENT DEVELOPMENTS

    On April 19, 2001, in order to facilitate Learn2's continued growth, Learn2
and E-Stamp entered into a Merger Agreement. Pursuant to the terms of the Merger
Agreement, each share of Learn2 common stock will be converted into the right to
receive shares of E-Stamp common stock such that the holders of E-Stamp common
stock immediately prior to the merger will hold approximately 50.1%, and the
former holders of Learn2's common stock (including the holder of Learn2's
$10.0 million convertible debenture) will hold approximately 49.9%, of the
combined company. The holder of the convertible debenture has agreed that,
immediately prior to the completion of the merger, the debenture will be
redeemed in exchange for E-Stamp's payment of $1.0 million and the issuance of
approximately 26.5 million shares of Learn2's common stock.

    On April 25, 2001, E-Stamp loaned Learn2 $2.0 million. In connection with
this loan, Learn2 issued to E-Stamp a $2 million convertible promissory note
that bears interest at 10% per annum. The principal amount of the note, is due
and payable on April 30, 2002. The note provides that upon the occurrence of
specified events of default, E-Stamp may accelerate the maturity date of the
note. The merger is subject to customary closing conditions, including approval
by the stockholders of E-Stamp and Learn2.

    In July 2001, ViaGrafix Corporation, a wholly-owned subsidiary of Learn2,
entered into a letter of intent to sell Etracks.com, Inc. to the president of
Etracks for a purchase price of $2.5 million. Under the terms of the letter of
intent, at the closing of the transaction, $1.0 million of the purchase price
would be paid in cash and $1.5 million would be paid pursuant to the issuance of
a senior secured promissory note. The letter of intent will expire on
November 16, 2001. If the contemplated transaction is not completed,
Etracks.com, Inc. will continue to operate its historical business as a
subsidiary of ViaGrafix.

    On August 2, 2001, Learn2's common stock was delisted from the Nasdaq
National Market and began trading on the OTC Bulletin Board. The delisting of
Learn2's common stock from the Nasdaq

                                       25
<Page>
National Market is an event of default under Learn2's $10 million convertible
debenture. The holder of Learn2's $10 million convertible debenture agreed to
waive its rights under the convertible debenture until the earlier of the
termination of the merger agreement, September 30, 2001 and an event of default
under the convertible promissory note. If the merger is not completed and Learn2
is unable to obtain an additional waiver from the holder of the convertible
debenture, Learn2 may not have the resources to repay its obligations under the
convertible debenture or the convertible promissory note. As a result of the
event of default under the convertible debenture, Learn2's auditors have revised
their opinion regarding the Company's financial statements for the year ended
December 31, 2000 and expressed substantial doubt as to Learn2's ability to
continue as a going concern.

OVERVIEW

    Learn2's offerings include engaging online and physical learning and
training products and complementary services, commonly referred to as e-learning
services. Learn2 markets these services to corporate, government and individual
clients and customers. Learn2 believes its mix of products and services provides
it with a competitive advantage toward becoming the e-learning service provider
of choice to its customers.

    Learn2's products provide an engaging learning experience to corporate and
individual customers through interactive multimedia and animated tutorials and
courseware. Learn2's corporate and government customers have access to these
high quality tutorials and additional features such as reporting and
administration through www.Learn2University.com. Additionally, through
www.Learn2.com, visitors can access Learn2's content that includes tips and
step-by-step instructions on a broad spectrum of skills, activities and tasks,
as well as Learn2's multimedia tutorials. Learn2's e-learning products are also
available on CD-ROM and video and can be purchased from Learn2's Website and
major retailers nationwide.

    Through Learn2's subsidiary, eTracks.com, Inc., eTracks provides permission
e-mail marketing and tracking services to customers that have "opt-in" e-mail
customer lists. eTracks' services include e-mail creation, delivery, tracking
and response analysis for a high volume of client e-mail accounts in a short
period of time. eTracks also has developed a proprietary member database of over
500,000 Internet users who have "opted-in" to receive promotional e-mails.
eTracks's clients can supplement their internally developed customer lists with
our member database. In addition, during 2000 and prior, through periodic
e-mails eTracks marketed various electronics and other products to its members.
The demand for permission e-mail marketing and tracking services has increased
over the past few years. As reported by eMarketer in the June 2001 edition of
The e-mail Marketing Report, total e-mail marketing spending in the US in 2000
was just over $1 billion, including $496 million on e-mail ads, up from
$422 million in 1999. According to eMarketer, by year-end 2003, US businesses
and other organizations will spend almost $4.6 billion, including $2.2 billion
on e-mail advertising expenditures. As a result, Learn2 expects that the demand
will continue to grow for the foreseeable future. Learn2 believes that eTracks'
technology enables more robust and useful tracking capabilities than its
competitors'.

    Learn2's goal is to become the world's leading provider of engaging
e-learning products and services. To achieve this goal, Learn2 expects to focus
on its four primary objectives: creating a trusted brand, developing and owning
creative and engaging content, enhancing its patented state-of-the-art
technologies and offering services to meet the needs of its clients. In 1999,
Learn2 changed its company name from 7th Level, Inc. to Learn2.com, Inc. Learn2
made the change to create a single recognized brand that more closely aligned
Learn2's corporate identity with its product and service offerings.

                                       26
<Page>
HISTORY

    Learn2 was founded in 1993 with the goal of becoming a leading developer and
publisher of interactive entertainment and educational content as well as a
creator of state-of-the-art tools and technologies. In 1998, Learn2's research
and development activities were focused primarily on developing and enhancing
its agent technology. In early 1999, Learn2 recognized that appropriate
applications of this technology were in the delivery of training and learning
and therefore Learn2 abandoned its interactive entertainment business and
focused its efforts on e-learning.

    In 1999, to strengthen its position in the e-learning marketplace, Learn2
acquired three companies that enhanced its brand, content, technologies and
services capabilities: Street Technologies, Inc., a privately held company that
developed and marketed technology-based training products and services delivered
over intranets and the Internet utilizing a patented streaming technology and
provided custom service capabilities; Panmedia Corporation, a privately held
company that produced www.Learn2.com, a popular Website that offered
step-by-step instructions on skills, activities and tasks; and ViaGrafix
Corporation, a publicly traded company which developed, produced and marketed
technology-based training tutorials delivered on CD-ROMs and video tapes as well
as computer aided design or CAD software. The CAD product line was sold in
March 2000. Through eTracks, ViaGrafix also provided permission e-mail broadcast
services and conducted e-commerce. These acquisitions provided Learn2 with the
Learn2 brand, and a stronger mix of content, technologies and service offerings.

    As set forth in Note 4 to Learn2's consolidated financial statements, Learn2
reported results of operations for all periods prior to August 23, 1999 do not
reflect the results of ViaGrafix and prior to February 16, 1999 do not reflect
the results of Street Technologies, Inc. Consequently, the results prior to
these dates and Learn2's consolidated balance sheet at December 31, 1998 are not
reflective of its operations and financial position as presently constituted.

    Effective January 1, 2000, Learn2 has adopted Staff Accounting Bulletin
No. 101 "Revenue Recognition In Financial Statements." SAB No. 101 expresses the
views of the Securities and Exchange Commission in applying accounting
principles generally accepted in the United States to certain revenue
recognition issues.

    Learn2's adoption of SAB No. 101 resulted in a change in method of
accounting for cooperative advertising expenses. In accordance with previously
existing accounting principles, Learn2 recorded cooperative advertising expenses
as a sales and marketing expense. During 2000, as a result of new
interpretations of generally accepted accounting principles by the SEC through
the issuance of SAB No. 101, Learn2 was required to change the accounting policy
for cooperative advertising, to record these expenses as a reduction of gross
revenues.

    The effect of the adoption of SAB No. 101 was to decrease both revenues and
sales and marketing expenses by $3.5 million. SAB No. 101 has been adopted as a
change in accounting principle, effective January 1, 2000. The adoption of SAB
No. 101 resulted in no change to current or previously reported earnings, as
this was a reclassification between revenue and sales and marketing expenses.
Learn2 has restated its results for the first three quarters of the year ended
December 31, 2000 and for the year ended December 31, 1999, as reflected in
Quarterly Financial Data on page 33. There was no restatement required for the
year ended December 31, 1998. The adjustment for the year ended December 31,
1999 was a decrease to both net revenues and sales and marketing expenses by
$1.3 million.

SOURCES OF REVENUE AND REVENUE RECOGNITION POLICY

    Learn2 generates revenue primarily from the sales and licensing of computer
software training products and technologies, product development agreements, and
broadcast messaging services.

                                       27
<Page>
    Revenue from software license agreements is recognized in accordance with
the provisions of American Institute of Certified Public Accountants Statement
of Position No. 97-2, "Software Revenue Recognition." Software product sales
under such license agreements are recognized as revenue upon shipment of the
products to customers, provided that there are no significant vendor obligations
and collection of the related receivable is probable. In circumstances whereby
Learn2 has established vendor specific objective evidence, Learn2 accounts for
insignificant vendor obligations and post-contract support over the service
period.

    Revenue from on-line sales is recognized when persuasive evidence of an
arrangement exists, delivery has occurred, the sales price is fixed or
determinable and collectibility is probable. Learn2 defers a portion, generally
10% of the selling price of on-line products for hosting and recognizes that
hosting ratably over the contractual period. Learn2 recognizes the two
components, the software, (or training course) and the service (or hosting)
based on their relative fair values.

    Revenue from physical product sales is recognized when persuasive evidence
of an arrangement exists, delivery has occurred, the sales price is fixed or
determinable and collectibility is probable. Generally, these criteria are met
at the time product is shipped. A reserve is made at the time the related
revenue is recognized for estimated product returns based on history,
cooperative advertising, or other promotions which may occur under programs
Learn2 has with its customers.

    Revenues from broadcast messaging transactions are recognized at the time
the broadcast is sent, as Learn2 has no further significant obligations.

    Many of Learn2's costs are fixed and are based on anticipated revenue
levels. Learn2 may be unable to adjust spending quickly enough to offset any
unexpected revenue shortfall. If Learn2 has a shortfall in revenues in relation
to expenses, or if expenses continue to exceed revenues, then Learn2's results
of operations and financial condition would be affected materially and
adversely. Learn2 expects to incur losses on a quarterly and annual basis for
the foreseeable future, however Learn2 believes that the combined company
following the completion of the merger with E-Stamp Corporation will have
adequate resources to realize Learn2's business plan if the merger is completed.

RESULTS OF OPERATIONS

LEARNING SERVICES

    Learning Services revenues consist primarily of learning products and
services sold or distributed through the Internet and of physical products sold
through traditional retail channels and on-line. Cost of revenues consists of
the expenses associated with the production and shipment of Learn2's physical
products. In addition, it includes related costs to develop custom courses for
specific customers.

BROADCAST MESSAGING SERVICES

    Broadcast Messaging Services consists primarily of permission e-mail
marketing and tracking services and e-commerce. Cost of revenues consists of the
expenses associated with the delivery of permission e-mail and tracking
services, including Internet access and personnel related costs incurred to
operate our marketing and tracking services and cost of merchandise sold through
our e-commerce operations.

2000 COMPARED TO 1999

    Revenues and gross profits for 2000 increased over 1999 primarily as the
result of the inclusion of the full year of revenues from Learn2's acquisition
of ViaGrafix in 1999. Revenues and gross profits also increased as a result of
volume increases in corporate training revenue and revenue associated with
Learn2's custom business. Operating expenses increased to $53.5 million from
$50.1 million in 1999, and included $17.9 million in goodwill and other
intangible asset impairments, $6.1 million in fixed and

                                       28
<Page>
intangible asset amortization, and $600,000 in non-recurring charges in 2000.
Operating expenses for 1999 included the write-off of acquired in-process
technology of $24.8 million, fixed and intangible asset amortization of
$3.3 million, restructuring charges of $3.3 million, and non-recurring costs of
$300,000. Net loss including these charges was $38.0 million in 2000 as compared
to $41.0 million in 1999.

    The following table sets forth industry segment information for the years
ended December 31, 2000, 1999 and 1998:

<Table>
<Caption>
                                             REVENUES                       GROSS PROFIT
                                  ------------------------------   ------------------------------
                                    2000       1999       1998       2000       1999       1998
                                  --------   --------   --------   --------   --------   --------
                                                          (IN THOUSANDS)
<S>                               <C>        <C>        <C>        <C>        <C>        <C>
Learning Services...............  $17,932    $10,311     $2,674    $13,487     $8,019     $2,202
Broadcast Messaging Services....    4,308      1,970         --      2,331      1,027         --
Intersegment elimination........     (170)       (60)        --       (128)       (49)        --
                                  -------    -------     ------    -------     ------     ------
    Total.......................  $22,070    $12,221     $2,674    $15,690     $8,997     $2,202
                                  =======    =======     ======    =======     ======     ======
</Table>

LEARNING SERVICES

    Learning Services revenues primarily consist of corporate learning products,
technologies and services sold or distributed through the Internet and of
physical products sold online, to online merchants and through traditional
retail channels. Cost of revenues consists of the expenses associated with the
production and shipment of our physical products, costs related to develop
custom courses, for specific customers and content royalties. Revenues for
Learning Services increased $7.6 million or 73.8% to $17.9 million for 2000 from
$10.3 million for 1999. The gross profit for Learning Services was approximately
75.2% of revenues for 2000 and approximately 77.8% of revenues for 1999.

    For 2000, these revenues were composed of corporate learning products,
technologies and services sold, licensed or distributed through the Internet of
approximately $9.2 million or 51.4% of revenues, physical learning products sold
online, to online merchants and through traditional retail channels of
approximately $7.6 million or 42.5% of revenues, software sales related to our
CAD product line (sold in March 2000) of approximately $400,000 or 2.2% of
revenues and other revenue of approximately $700,000 or 3.9% of revenues. For
1999, Learning Services revenues were $10.3 million and were composed of
approximately $4.1 million of corporate learning products or 39.8% of revenues,
technologies and services sold or distributed through the Internet,
approximately $4.1 million or 39.8% of revenues of physical learning products
sold online, to online merchants and through traditional retail channels, and
approximately $400,000 or 3.9% of revenues of software sales related to our CAD
product line, and advertising and other legacy revenues of approximately
$1.7 million or 16.5% of revenues. The 1999 revenues include revenue from the
operations acquired in the ViaGrafix acquisition that relate to our Learning
Services Segment from August 23, 1999.

    For 2000, gross profit for Learning Services was approximately 75.2% of
revenues compared to 77.8% of revenues for 1999. The change is gross profit was
the result of the differences in the composition of revenues as noted above.

BROADCAST MESSAGING SERVICES

    Broadcast Messaging Services consists primarily of permission e-mail
marketing and tracking services and e-commerce. Cost of revenues consists of the
expenses associated with the delivery of permission e-mail and tracking
services, including Internet access and personnel related costs incurred to
operate Learn2's marketing and tracking services and cost of merchandise sold
through its e-commerce operations.

                                       29
<Page>
    Revenues for Broadcast Messaging Services increased $2.3 million or 115.8%
to $4.3 million for 2000, compared to $1.9 million for 1999. Broadcast Messaging
Services gross profit was 54.1% of revenues for 2000 compared to 51.2% of
revenues for 1999. The 1999 revenues include revenues from the operations
acquired in the ViaGrafix acquisition that relate to our Broadcast Messaging
Services segment from August 23, 1999.

OPERATING EXPENSES

RESEARCH AND PRODUCT DEVELOPMENT

    For 2000, research and product development expenses were $6.9 million
compared to $4.0 million in 1999. Research and product development expenses
relate to the development and enhancement of Learn2's technologies, content,
Website and product design. The 2000 amount includes the research and product
development expenses of ViaGrafix and Street Technologies, Inc., whereas the
1999 amounts include the results of ViaGrafix from August 23, 1999 and the
results of Street Technologies, Inc. from February 16, 1999. The overall
increase is attributable primarily to costs associated with the production and
development of multimedia content.

    Learn2 believes that investment in research and product development is
required to remain competitive. Therefore, Learn2 anticipates continued spending
for research and product development in future periods.

SALES AND MARKETING

    For 2000, sales and marketing expenses were $12.1 million compared to
$9.2 million 1999. Sales and marketing expenses consist primarily of salaries,
commissions, advertising, trade show expenses and costs of marketing materials.
The 2000 amount includes the sales and marketing expenses of ViaGrafix and
Street Technologies for 2000, whereas the 1999 amounts include the results of
ViaGrafix from August 23, 1999 and the results of Street Technologies, Inc. from
February 16, 1999. The overall increase is attributable primarily to increased
sales and marketing personnel, costs for print media and other product related
advertising.

    Sales and marketing expenses may increase in future periods in our continued
effort to achieve growth in revenue and as Learn2 introduces new products.

GENERAL AND ADMINISTRATIVE

    For 2000, general and administrative expenses were $9.9 million compared to
$5.3 million for 1999. General and administrative expenses consist primarily of
personnel related costs, occupancy costs and professional service fees. The 2000
amount includes the general and administrative expenses of ViaGrafix and Street
Technologies for the year ended December 31, 2000, whereas the 1999 amounts
include the results of ViaGrafix from August 23, 1999 and the results of Street
Technologies, Inc. from February 16, 1999. The overall increase is attributable
primarily to increased personnel costs and professional fees associated with a
larger organization.

DEPRECIATION AND AMORTIZATION

    Depreciation and amortization expenses were $6.1 million for 2000 compared
to $3.3 million for 1999. The 2000 expenses included approximately $1.2 million
of depreciation of fixed assets, $1.9 million of amortization of capitalized
content development and $3.0 million of amortization of goodwill and intangible
assets related to the Street Technologies, Inc. and ViaGrafix acquisitions. The
1999 expenses included approximately $708,000 of depreciation of fixed assets,
$311,000 of amortization of computer software and $2.3 million of amortization
of goodwill and intangible assets related to the acquisitions of Street
Technologies, Inc. and ViaGrafix Corporation.

                                       30
<Page>
RESTRUCTURING CHARGES

    In February of 1999, in connection with the Street Technologies, Inc.
acquisition, Learn2 recorded a restructuring charge totaling approximately
$2.5 million. The charge was associated with the costs of moving the Richardson,
Texas office to White Plains, NY. This included the termination of approximately
15 employees, the costs related to the remaining lease obligation on the office
space and the write-off of redundant assets. The charge was recorded in the
first quarter of 1999. In the fourth quarter of 1999, Learn2 was released from
its remaining obligation on the lease of its office in Richardson, Texas and as
a result, Learn2 reversed approximately $150,000 of the original restructuring
accrual in the fourth quarter of fiscal 1999.

    In September of 1999, in connection with the acquisition of ViaGrafix
Corporation, Learn2 recorded a restructuring charge totaling approximately
$1.0 million to integrate the ViaGrafix and Learn2 operations. The restructuring
included costs of the termination of approximately 30 employees and the shutdown
of certain facilities. The charge was recorded in the third quarter of 1999. As
of December 31, 2000 all costs were paid.

NON-RECURRING COSTS

    During the second quarter of 2000, Learn2 completed the integration of the
ViaGrafix and Panmedia mergers which began in 1999. As a result, Learn2 recorded
a non-recurring charge of approximately $641,000 primarily for severance. During
the second quarter of 1999, Learn2 completed its merger with Panmedia
Corporation. Learn2 recorded a non-recurring charge of approximately $277,000
for transaction costs associated with the merger.

ACQUIRED IN-PROCESS TECHNOLOGY

    In 1999, in connection with Learn2's acquisitions of Street
Technologies, Inc., and ViaGrafix, Learn2 allocated approximately $9.7 million
and $15.1 million of their respective purchase prices to acquired in-process
technology. Accordingly these costs were expensed as of the acquisition date.
Amounts allocated to acquired in-process technology relate to projects that had
not yet reached technological feasibility and that, until completion of
development, had no alternative future use. The technologies acquired required
substantial additional development.

IMPAIRMENT OF GOODWILL AND OTHER INTANGIBLE ASSETS

    As a result of the operating losses incurred by ViaGrafix, Learn2 reviewed
the recoverability of the goodwill and other intangible assets associated with
its acquisition of ViaGrafix in accordance with its accounting policy for
long-lived assets. Based on an analysis of projected undiscounted cash flows,
Learn2 determined that the carrying value of such goodwill and other intangible
assets was impaired. Accordingly, Learn2 engaged an outside appraiser to assist
with the analysis and based upon the resulting valuation, Learn2 recognized
approximately $17.9 million in impairment charges. The impairment charge was
comprised of approximately $8.9 million of goodwill, $8.5 million of intangible
assets, and $500,000 of capitalized software. The impairment charges are equal
to the difference between the carrying amount of these assets and the estimated
fair value at December 31, 2000.

INTEREST EXPENSE

    Interest expense was approximately $994,000 for 2000 compared to $146,000
for 1999. Interest expense in 2000 related primarily to interest on the
$10.0 million convertible debenture issued in 2000. Interest expense in 1999 was
related primarily to the 7% Convertible Notes Payable that were due and payable
on February 11, 1999. To induce the holders to convert the notes into common
stock, on February 10, 1999, Learn2 offered the holders the right to convert at
a price equal to 85% of the then current market value of the stock. During
February 1999, Learn2 issued 186,982 shares of common

                                       31
<Page>
stock in exchange for $458,000 of current notes payable. In connection with the
conversion, Learn2 recognized interest expense of approximately $115,000 as a
result of the premium paid to induce the conversion of the notes.

INTEREST INCOME

    Interest income was approximately $632,000 for 2000 compared to $404,000 for
1999. Interest income consists primarily of interest earned on overnight
investments.

OTHER INCOME (EXPENSE), NET

    Other income (expense), net was approximately $223,000 of income for 2000
compared to $168,000 of expense for 1999.

NET LOSS

    The net loss was $38.0 million for 2000 compared to $41.0 million for 1999
and was attributable to the factors discussed above.

1999 COMPARED TO 1998

    1999 revenues and gross profits increased over 1998 primarily as the result
of the inclusion of the revenues from our acquisitions of Street Technologies
from February 16, 1999 and ViaGrafix from August 23, 1999. Total operating
expenses increased to $50.1 million from $10.1 million in 1998, and included the
write-off of acquired in-process technology of $24.8 million, fixed and
intangible asset amortization of $3.3 million, restructuring charges of
$3.3 million, and non-recurring costs of $300,000. Net loss including these
charges was $41.0 million in 1999 as compared to $10.6 million in 1998.

REVENUES

LEARNING SERVICES

    Learning Services revenues primarily consist of corporate learning products,
technologies and services sold or distributed through the Internet and of
physical products sold online, to online merchants and through traditional
retail channels. Cost of revenues consists of the expenses associated with the
production and shipment of Learn2's physical products, costs related to develop
custom courses, for specific customers and content royalties.

    Revenues increased $7.6 million or 281.9% over 1998 revenues to
$10.3 million in 1999 from $2.7 million in 1998. In 1998, revenues related
primarily to royalties on licensed technologies related to Learn2's
entertainment business and Web development. The gross profit for Learning
Services was approximately 77.8% of revenues for 1999 and approximately 82.3% of
revenues for 1998.

    In 1999, these revenues were composed of approximately $4.1 million or 39.8%
of revenues of corporate learning products, technologies and services sold or
distributed through the Internet, approximately $4.1 million or 39.8% of
revenues of physical learning products sold online, to online merchants and
through traditional retail channels, approximately $400,000 or 3.9% of revenues
of software sales related to Learn2's CAD product line, and advertising and
other legacy revenues of approximately $1.7 million or 16.5% of revenues. The
1999 revenues include revenue from the operations acquired in the ViaGrafix
acquisition that relate to Learn2's Learning Services segment from August 23,
1999 and the results from Street Technologies from February 16, 1999.

    For 1999, gross profit for Learning Services was approximately 77.8% of
revenues compared to 82.3% for 1998. The change in gross profit was the result
of the differences in the composition of revenues as noted above. In addition,
1998 revenues primarily consisted of royalties, which have no cost of sales.

                                       32
<Page>
BROADCAST MESSAGING SERVICES

    Broadcast Messaging Services consists primarily of permission e-mail
marketing and tracking services and e-commerce. Cost of revenues consists of the
expenses associated with the delivery of permission e-mail and tracking
services, including Internet access and personnel related costs incurred to
operate Learn2's marketing and tracking services and cost of merchandise sold
through Learn2's e-commerce operations.

    Revenues for Broadcast Messaging Services was $1.9 million for 1999 and were
related to Learn2's ViaGrafix acquisition on August 23, 1999. Broadcast
Messaging Services gross profit was 51.2% of revenues for 1999. In 1998, there
were no revenues associated with this segment.

OPERATING EXPENSES

RESEARCH AND PRODUCT DEVELOPMENT EXPENSES

    Research and product development expenses were $4.0 million for 1999, as
compared to $2.4 million for 1998. Research and product development relates to
technology, Website and tutorial development. The overall increase is
attributable primarily to costs associated with the production and development
of multimedia content.

SALES AND MARKETING

    Sales and marketing expenses increased $8.6 million, from $600,000 in 1998
to $9.2 million in 1999. Sales and marketing expenses consist primarily of
salaries, commissions, advertising, trade-show expenses and costs of marketing
materials. The overall increase was attributable to $6.5 million in costs
related to increased sales and marketing staff to focus on direct and indirect
licensing and sales to corporations, $2.6 million for cooperative, print media
and other product related advertising expenses and $800,000 for promoting the
Learn2 brand.

GENERAL AND ADMINISTRATIVE EXPENSES

    General and administrative expenses remained unchanged at $5.3 million for
1999 and 1998. General and administrative expenses consist primarily of
personnel related costs, occupancy costs and professional service fees. The 1999
expenses relate to the structure of the newly merged companies. In 1998,
expenses included approximately $1.4 million related to stock grants to two of
Learn2's directors.

DEPRECIATION AND AMORTIZATION

    Depreciation and amortization expenses were $3.3 million in 1999 and
$1.8 million in 1998. The 1999 expenses included approximately $708,000 of
depreciation on fixed assets, $311,000 of amortization of capitalized content
development, $1.5 million of amortization on goodwill, capitalized software and
intangible assets related to the Street Technologies, Inc. acquisition and
$796,000 of amortization on goodwill and other intangible assets related to the
ViaGrafix acquisition. The 1998 expenses related primarily to depreciation and
amortization on fixed assets.

RESTRUCTURING CHARGES

    In February of 1999, in connection with the Street Technologies, Inc.
acquisition, Learn2 recorded a restructuring charge totaling approximately
$2.5 million. The charge was associated with the costs of moving the Richardson,
Texas office to White Plains, NY. This included the termination of approximately
15 employees, the costs related to the remaining lease obligation on the office
space and the write-off of redundant assets. The charge was recorded in the
first quarter of 1999. In the fourth quarter of 1999, Learn2 was released from
its remaining obligation on the lease of its office in Richardson, Texas and as
a result, Learn2 reversed approximately $150,000 of the original restructuring
accrual in the fourth quarter of fiscal 1999.

    In September of 1999, in connection with the acquisition of ViaGrafix
Corporation, Learn2 recorded a restructuring charge totaling approximately
$1.0 million to integrate the ViaGrafix and

                                       33
<Page>
Learn2 operations. The restructuring included costs of the termination of
approximately 30 employees and the shutdown of certain facilities. The charge
was recorded in the third quarter of 1999. As of December 31, 2000 all costs
were paid.

ACQUIRED IN-PROCESS TECHNOLOGY

    In 1999, in connection with Learn2's acquisitions of Street
Technologies, Inc. and ViaGrafix, Learn2 allocated approximately $9.7 million
and $15.1 million, respectively, of the purchase prices to acquired in-process
technology. Accordingly, these costs were expensed as of the respective
acquisition dates. Amounts allocated to acquired in-process technology relate to
projects that had not yet reached technological feasibility and that, until
completion of development, had no alternative future use. The technologies
acquired required substantial additional development.

NON-RECURRING COSTS

    During the second quarter of 1999, Learn2 recorded a non-recurring charge of
approximately $277,000 for transaction costs associated with the Panmedia
merger.

                                       34
<Page>
INTEREST EXPENSE

    Interest expense was approximately $146,000 for 1999 compared to
$1.8 million in 1998. Interest expense in 1999 primarily related to expense on
the conversion of notes payable. Interest expense in 1999 was related primarily
to the 7% Convertible Notes Payable that were due and payable on February 11,
1999. To induce the holders to convert the notes into common stock, Learn2 on
February 10, 1999, offered the holders the right to convert at a price equal to
85% of the then current market value of the stock. During February 1999, Learn2
issued 186,982 shares of common stock in exchange for $458,000 of current notes
payable. In connection with the conversion, Learn2 recognized interest expense
of approximately $115,000 as a result of the premium paid to induce the
conversion of the notes.

INTEREST INCOME

    Interest income was approximately $404,000 for 1999 compared to $335,000 in
1998. Interest income consists primarily of interest earned on overnight
investments.

OTHER INCOME (EXPENSE), NET

    Other income (expense), net was approximately $168,000 of expense compared
to $1.3 million of expense in 1998. Other expenses in 1998 consisted primarily
of a $1.5 million charge relating to the disposal of assets. This was partially
offset by the reversal of an accrued royalty expense of $238,000 in excess of an
original accrued royalty in 1997 totaling $1.0 million. The reduction was due to
a renegotiation of the royalty contract in 1998. Because the reversal took place
during 1998 and Learn2 had exited the business of producing interactive
entertainment products, Learn2 recorded the reversal as other income.

NET LOSS

    The net loss was $41.0 million for 1999 compared to $10.6 million for 1998
and was attributable to the factors discussed above.

QUARTERLY RESULTS OF OPERATIONS

<Table>
<Caption>
                                                                 THREE MONTHS ENDED
                                           ---------------------------------------------------------------
                                           MARCH 31 (1)   JUNE 30 (1)   SEPTEMBER 30 (1)   DECEMBER 31 (1)
                                           ------------   -----------   ----------------   ---------------
                                                      (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                        <C>            <C>           <C>                <C>
2000
  Revenue................................     $5,447         $6,126          $5,771            $ 4,726
  Gross margin...........................      3,680          4,199           4,330              3,481
  Net loss available to common
    shareholders.........................     (5,849)        (4,994)         (4,007)           (23,140)(2)
  Basic and diluted loss per common
    share................................      (0.11)         (0.09)          (0.07)             (0.44)
</Table>

<Table>
<Caption>
                                                            THREE MONTHS ENDED
                                           -----------------------------------------------------
                                            MARCH 31     JUNE 30    SEPTEMBER 30    DECEMBER 31
                                           ----------   ---------   -------------   ------------
<S>                                        <C>          <C>         <C>             <C>
1999
  Revenue................................   $  1,025     $1,791       $  3,403        $ 6,002
  Gross margin...........................        839      1,351          2,882          3,925
  Net loss available to common
    shareholders.........................    (13,605)    (2,594)       (19,160)         5,677
  Basic and diluted loss per common
    share................................      (0.47)     (0.08)         (0.45)         (0.11)
</Table>

    On a quarterly basis, Learn2 reports pro forma results. These results
exclude the effects of interest, other income and most non-cash operating
expenses, including depreciation and amortization.

                                       35
<Page>
In addition other items not related to the on-going operations of Learn2 are
also included in the determination of pro forma results.

    In 2000, other items included a charge of $17.9 million in the fourth
quarter, related to impairment of intangible assets and goodwill (Note 4); and a
charge of $641,000 related to non-recurring charges, in the second quarter
(Note 8).

Reconciliation of Net Loss to Pro Forma Loss:

<Table>
<Caption>
                                                            THREE MONTHS ENDED
                                           -----------------------------------------------------
                                            MARCH 31     JUNE 30    SEPTEMBER 30    DECEMBER 31
                                           ----------   ---------   -------------   ------------
                                                 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                        <C>          <C>         <C>             <C>
2000
  Net loss available to common
    shareholders.........................   $(5,849)     $(4,994)      $(4,007)       $(23,140)
  Interest and other, net................      (113)          95           125              32
  Non-recurring charges..................        --          641            --              --
  Impairment of goodwill and other
    intangible assets....................        --           --            --          17,883
  Depreciation and amortization..........     1,444        1,383         1,505           1,728
                                            -------      -------       -------        --------
  Pro forma loss.........................    (4,518)      (2,875)       (2,377)         (3,497)
  Pro forma loss per common share........     (0.09)       (0.05)        (0.04)          (0.07)
</Table>

<Table>
<Caption>
                                                                   THREE MONTHS ENDED
                                                    ------------------------------------------------
                                                    MARCH 31   JUNE 30    SEPTEMBER 30   DECEMBER 31
                                                    --------   --------   ------------   -----------
                                                        (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                                 <C>        <C>        <C>            <C>
1999
  Net loss available to common shareholders.......  $(13,605)  $(2,594)     $(19,160)      $(5,677)
  Interest and other, net.........................        41      (117)           89          (103)
  Non-recurring charges...........................        --       277            --            --
  Acquired in-process technology..................     9,677        --        15,100            --
  Restructuring charges...........................     2,493        --           999          (150)
  Depreciation and amortization...................       379       610           833         1,478
                                                    --------   -------      --------       -------

  Pro forma loss..................................    (1,015)   (1,824)       (2,139)       (4,452)

  Pro forma loss per common share.................     (0.04)    (0.06)        (0.05)        (0.09)
</Table>

    The quarterly earnings per share data above are computed independently for
each of the quarters presented. As such, the sum of the quarterly per common
share information may not equal the full year amounts due to rounding
differences resulting from changes in the weighted-average number of common
shares outstanding.

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

(1) In connection with Learn2 's adoption of SAB No. 101 effective January 1,
    2000 Learn2 began recording cooperative advertising expenses as a reduction
    of gross revenues. This change had no effect on previously reported results.
    Learn2 has restated its results for the first three quarters of the year
    ended December 31, 2000. Revenues previously reported for the quarters ended
    March 31, June 30 and September 30 were $6,446, $7,084, and $7,053,
    respectively.

(2) Includes a charge of approximately $17.9 million for the impairment of
    goodwill and other intangible assets in the fourth quarter of 2000.

    In 1999, other items included various charges associated with the business
combinations Learn2 completed in 1999 (Note 4).

                                       36
<Page>
LIQUIDITY AND CAPITAL RESOURCES

    Since inception, Learn2 has financed its operations primarily through
private placements of equity and debt securities and public offerings of
Learn2's common stock. On April 19, 2001, Learn2 reached an agreement to merge
with E-Stamp. Assuming satisfaction of certain conditions, including receipt of
the requisite stockholder approval, the merger is expected to be consummated in
the third quarter of 2001. Completion of the merger with E-Stamp is expected to
enhance Learn2's ability to finance its growth as cash flow and capital markets
access of the combined companies will be greater than prior to the merger.

    Net cash used in operating activities was $14.6 million. Cash used in
operating activities resulted primarily from our net loss and an overall
decrease in operating assets and liabilities, partially offset by increases from
non-cash charges. Non-cash charges primarily include the impairment of goodwill
and other intangible assets and depreciation and amoritzation of fixed and
intangible assets.

    Net cash used in investing activities was $123,000 and consists primarily of
proceeds of $1.6 million from the sale of assets and $902,000 from the sale of
short-term investments, offset by capital expenditures of approximately
$2.1 million and capitalized development costs of $602,000.

    Net cash provided by financing activities was $12.3 million and consists of
proceeds of $10.0 million from the issuance of a convertible debenture (as
described below), $2.3 million from the issuance of common stock under stock
option plans. As of December 31, 2000, we had $4.8 million of cash and cash
equivalents. As of December 31, 2000, our commitments consisted primarily of
obligations under operating leases. We have no material commitments for capital
expenditures. Additionally, we will continue to evaluate possible acquisitions
of products and technologies that are complementary to ours, which may require
the use of cash.

    As of December 31, 2000, one customer represented approximately 14.8% of
accounts receivable. This customer represents a disproportionate percentage of
December 31, 2001 accounts receivable as it relates to a software license sale
in 2000.

    On March 10, 2000, Learn2 entered into a Securities Purchase Agreement and
pursuant thereto it issued a $10 million 6% convertible debenture due March 10,
2003. The debenture is convertible at any time at the option of the holder at a
conversion price of $0.41 per share, as reset on March 10, 2001. In connection
with the reset on March 10, 2001, Learn2 recorded interest expense of
$9 million as a result of the reduction of the original conversion price from
$6.00 to $0.41. The debenture is subject to anti-dilution provisions. The
conversion price of the debenture also may be reset to the market value of
Learn2's common stock on the second anniversary of the convertible debenture if
the price of Learn2's common stock declines below $0.41 on the second
anniversary. In addition, the holder was granted a five-year warrant to purchase
337,268 shares of Learn2 common stock exercisable at $7.41 per share. The value
of this warrant has been recorded as a debt discount and is being amortized over
the life of the related debt.

    On April 13, 2001, the holder executed a waiver, agreeing not to exercise
any of its rights under the debenture to declare an event of default or convert
the debenture with certain exceptions as provided in the waiver; with respect to
Learn2's failure to register shares of common stock, issuable as a result of the
conversion price reset on March 10, 2001, provided that Learn2 filed a
registration statement within 30 days after the date the waiver would have
expired and such registration statement is declared effective by the Securities
and Exchange Commission within 90 days after such date.

    On April 19, 2001, in connection with the merger, the holder executed a new
waiver agreeing not to exercise any of its rights under the debenture to declare
an event of default or convert the debenture with certain exceptions as provided
in the waiver. Except as set forth in the second succeeding sentence, the new
waiver expires upon the earlier of (x) the termination of the merger agreement,
(y) September 30, 2001 and (z) the date of the occurrence of an event of default
under the $2 million convertible promissory note issued to E-Stamp by Learn2.
The dates between April 19, 2001

                                       37
<Page>
and the expiration of the new waiver are referred to as the standstill period.
However with respect to an event of default caused by Learn2's failure to
register shares of common stock, issuable as a result of the conversion price
reset on March 10, 2001, the new waiver would not expire and would remain
effective if Learn2 files a registration statement within 30 days after the end
of the standstill period covering the shares of Learn2 common stock issuable
under the debenture following the reset of the conversion price of the debenture
and such registration statement is declared effective by the Securities and
Exchange Commission within 90 days after the end of the standstill period.

    Because Learn2 cannot control the cure for events of default under the
debenture, Learn2 will reclassify the debenture as a current liability as of
March 31, 2001.

    On August 2, 2001, Learn2's common stock was delisted from the Nasdaq
National Market and began trading on the OTC Bulletin Board. The delisting of
Learn2's common stock from the Nasdaq National Market is an event of default
under the convertible debenture. The holder of the convertible debenture could
declare the convertible debenture due and payable upon the earlier of the dates
described in the waiver, including the earlier of the termination of the merger
agreement and September 30, 2001. If the merger is not completed and Learn2 is
unable to obtain an additional waiver from the holder of the convertible
debenture, Learn2 may not have the resources to repay its obligations under the
convertible debenture or the convertible promissory note.

    On April 19, 2001, Learn2, E-Stamp and the holder of the convertible
debenture entered into a Redemption and Termination Agreement. Pursuant to the
Redemption and Termination Agreement, the holder of the convertible debenture
has agreed that, immediately prior to the completion of the merger between
Learn2 and E-Stamp, the convertible debenture will be redeemed in exchange of
E-Stamp's payment of $1.0 million, which will be accounted for as part of the
purchase price, and the issuance of approximately 26.5 million shares of
Learn2's common stock based on a conversion price of $0.41 per share plus
accrued interest.

    Since the acquisition of ViaGrafix Corporation in August 1999, the
management of Learn2 has been exploring and evaluating various business
strategies relating to Etracks.com, Inc., a subsidiary of ViaGrafix. In
February 2000, the management of Learn2 reached the conclusion that to maximize
shareholder value and develop the on-going operations of Etracks, and to focus
on the core business of e-learning, that it would seek an outside investment
which could lead to the sale of all or part of the business. As a result, over
the last eighteen months, Learn2 has explored various strategic alternatives.
During the first quarter of 2001, the Learn2 board of directors authorized the
sale of Etracks for a purchase price in excess of $2.0 million in cash. In
July 2001, ViaGrafix entered into a letter of intent to sell Etracks to
Etracks'current president for a purchase price of $2.5 million. Under the terms
of the letter of intent, at the closing of the transaction, $1.0 million of the
purchase price would be paid in cash and $1.5 million would be paid pursuant to
the issuance of a senior secured promissory note. The letter of intent will
expire on November 16, 2001. If the contemplated transaction is not completed,
Etracks will continue to operate its historical business. In fiscal year 2000,
Etracks accounted for 19.5% of Learn2's revenues and 11.6% of Learn2's revenues
for the three months ended March 31, 2001. Learn2 believes that the sale of
Etracks will not have a material impact on Learn2's results of operations.

    To date, Learn2 has used cash and has operated at a loss. In addition,
Learn2 has been operating its business on the basis that the merger will be
completed. Learn2 has also incurred substantial costs in connection with the
merger. Learn2's transaction costs incurred in connection with the merger are
estimated to be approximately $1.2 million to $1.7 million, depending upon
whether the merger is completed. Learn2 believes that if the merger is completed
the combined company will have sufficient resources for its operating
requirements and sufficient resources to realize the combined company's business
plan. However, Learn2's ability to achieve positive cash flow depends upon a
variety of factors, including the timely introduction and market success of our
products, the costs of developing, producing and marketing these products,
adoption of the Internet as a medium of commerce and

                                       38
<Page>
delivery of services, general economic conditions and various other factors,
some of which may be beyond our control. Many of our costs are fixed and are
based on anticipated revenue levels. We may be unable to adjust spending quickly
enough to offset any unexpected revenue shortfall. If we have a shortfall in
revenues in relation to expenses, or if expenses continue to exceed revenues,
then our results of operations and financial condition would be affected
adversely and we may need to raise additional funds. In the event that the
proposed merger with E-Stamp is not consummated, and we need to raise additional
funds we cannot be certain that we will be successful nor can we predict the
terms under which such funds would be available. If additional funds are not
available we may not be able to meet our on-going expenses unless we change our
business plan, sell non-strategic assets, curtail expenditures, and/or employ
other strategies as are required in these circumstances.

NEW ACCOUNTING PRONOUNCEMENTS

    We continually assess the effects of recently issued accounting standards.
The impact of all recently adopted and issued accounting standards has been
disclosed in the consolidated financial statements included herein.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

INTEREST RATE RISK

    The primary objective of our investment activities is to preserve principal
while at the same time maximizing yields without significantly increasing risk.
To achieve this objective, we maintain our portfolio of cash equivalents and
investments in marketable securities in a variety of securities, including both
government and corporate obligations and money market funds.

    We did not hold derivative financial instruments as of December 31, 2000 and
have never held these instruments in the past.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The financial statements required pursuant to this item are included in Item
14 of this Annual Report on Form 10-K/A and are presented beginning on
page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURES.

    As of January 15, 1999, we replaced our principal accountant KPMG LLP with
Arthur Andersen LLP. Our decision to change accountants was recommended by our
Board of Directors.

    KPMG LLP's report on our consolidated financial statements as of
December 31, 1997 and 1996 and for each of the years in the three-year period
ended December 31, 1997 contained a separate paragraph stating that "the Company
has suffered recurring losses since inception and does not currently have
sufficient resources to meet its anticipated operating requirements during 1998,
which conditions raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 3. The consolidated financial statements and financial
statement schedule do not include any adjustments that might result from the
outcome of these uncertainties."

    On April 20, 1998, we received commitments for an aggregate $10 million in
financing which was comprised of $4.5 million principal amount of senior secured
promissory notes and $5.5 million liquidation preference of non-convertible
preferred stock. The terms of the financing provided that upon stockholder
approval the non-convertible preferred stock would be automatically exchanged
into convertible preferred stock and the holders of the senior secured
promissory notes would have the option of exchanging their notes into
convertible preferred stock. On July 13, 1998, an aggregate of $10 million
liquidation preference of our Series B Convertible Preferred Stock was issued to
the

                                       39
<Page>
holders of the senior secured promissory notes and non-convertible preferred
stock. Between April 20, 1998 and July 13, 1998, the market price of our common
stock increased such that the conversion price of the Series B Convertible
Preferred Stock was greater than the market price of our common stock on
April 20, 1998 but less than the market price of our common stock on July 13,
1998. Due to the beneficial conversion feature of the Series B Convertible
Preferred Stock, we were required to increase the loss attributable to common
stockholders for the quarter ended September 30, 1998. The one-time occurrence
was accounted for similar to a non-cash dividend and had no effect on our net
loss or aggregate stockholders' equity.

    KPMG LLP informed us about the accounting treatment of the beneficial
conversion feature. Management then requested KPMG LLP to look into alternative
accounting treatments. Management believes that its inquiries and discussions
regarding this matter did not constitute a disagreement. However, KPMG LLP has
informed us that in view of all the circumstances surrounding the discussions
about this issue this matter constitutes a disagreement as contemplated by Item
4 of Form 8-K and Item 304(a)(1) of Regulation S-K. Upon KPMG LLP informing us
that in KPMG's opinion there was no alternative accounting treatment, we
followed the advice of KPMG LLP and accounted for the Series B Convertible
Preferred Stock as described above to the satisfaction of KPMG LLP.

    We have authorized KPMG LLP to respond fully to the inquiries of Arthur
Andersen LLP concerning the subject matter of the beneficial conversion feature.
The following is the response submitted to the SEC by KPMG LLP:

        "We were previously principal accountants for 7th Level, Inc. and under
    the date of January 30, 1998, we reported on the consolidated financial
    statements of 7th Level, Inc. and subsidiaries as of December 31, 1997 and
    1996 and for each of the years in the three-year period ended December 31,
    1997. On January 15, 1999, our appointment as principal accountants was
    terminated. We have read 7th Level, Inc.'s statements included under Item 4
    of its Form 8-K dated January 15, 1999 and agree with such statements,
    except that we are not in a position to agree or disagree with 7th
    Level, Inc.'s statement that the change in principal accountants was
    recommended by the Company's Board of Directors."

    After the change in accountants took place it came to the Company's
attention that at the November 18, 1998 meeting of the Emerging Issues Task
Force, the staff of the Securities Exchange Commission ("SEC") issued a
statement regarding how issuers should account for convertible securities. The
minutes dealt with, among other things, the observation, by the Task Force, that
in certain circumstances, the intrinsic value of the beneficial conversion
feature may be greater than the proceeds received from the sale of the
convertible instrument. In those situations, the Task Force reached a tentative
conclusion that the amount of the discount assigned to the beneficial conversion
feature should be limited to the amount of proceeds received. As a result of the
foregoing, the Company has restated the financial statements contained in the
Quarterly Report on Form 10-Q for the three and nine month periods ended
September 30, 1998. The Company has reduced the beneficial conversion feature
originally recorded in the amount of approximately $15,000,000 to approximately

                                       40
<Page>
$5,500,000. The impact of such restatement on the Company's Condensed
Consolidated Statement of Operations and Balance Sheet is as follows and has not
been adjusted for our acquisition of Panmedia:

<Table>
<Caption>
                                              THREE MONTHS ENDED             NINE MONTHS ENDED
                                              SEPTEMBER 30, 1998             SEPTEMBER 30, 1998
                                          ---------------------------   ----------------------------
                                                        AS ORIGINALLY                  AS ORIGINALLY
                                          AS RESTATED     REPORTED      AS RESTATED      REPORTED
                                          -----------   -------------   ------------   -------------
<S>                                       <C>           <C>             <C>            <C>
Net loss available to common
  Stockholders..........................  $(7,922,802)  $(17,414,526)   $(15,474,901)  $(24,966,625)
Loss per common share...................  $     (0.45)  $      (1.00)   $      (1.00)  $      (1.62)
</Table>

<Table>
<Caption>
                                                                       SEPTEMBER 30, 1998
                                                              -------------------------------------
                                                              AS RESTATED    AS ORIGINALLY REPORTED
                                                              ------------   ----------------------
<S>                                                           <C>            <C>
Additional capital..........................................  $ 83,990,864        $ 83,482,588
Accumulated deficit.........................................  $(83,635,328)       $(83,127,052)
</Table>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

EXECUTIVE OFFICERS

    The following table sets forth Learn2's executive officers' and directors'
ages and positions as of August 7, 2001:

<Table>
<Caption>
NAME                        AGE                                POSITION
----                      --------                             --------
<S>                       <C>        <C>
Donald Schupak..........     58      Director and Chairman of the Board of Directors
Stephen P. Gott.........     52      President, Chief Executive Officer and Director
Marc E. Landy...........     40      Executive Vice President, Chief Financial Officer and
                                     Secretary
</Table>

    Executive officers are appointed by the board of directors each year and
serve at the discretion of the board of directors.

    DONALD SCHUPAK currently serves as Chairman of the Board of Directors. He
has been a member of the Board of Directors since January 1997 and has been
Chairman since March 1997. Mr. Schupak is the President and Chief Executive
Officer of The Schupak Group, Inc., an organization that provides strategic
planning, management consulting and corporate services to corporations
worldwide. Mr. Schupak has been with The Schupak Group, Inc. since 1990.
Mr. Schupak is also Chairman of the Board of Danskin, Inc., a women's apparel
company. He previously served as Chairman and Chief Executive Officer of the
Horn & Hardart Company (now known as Hanover Direct) from 1988 to 1990 and as
Vice Chairman from 1977 to 1988. Mr. Schupak also served as a member of the
Advisory Board of the Maxwell School of Citizenship and Public Affairs at
Syracuse University from 1995 to 1999. He is also the founder of the High School
for Leadership and Public Service, an experimental high school in New York City
established in 1993.

    STEPHEN P. GOTT has served as Learn2's President, Chief Executive Officer
and a Director since February 1999. From November 1994 to February 1999,
Mr. Gott served as the President, Chief Executive Officer and Chairman of the
Board of Directors of Street Technologies, Inc., which Learn2 acquired in
February 1999. From June 1986 to November 1994, Mr. Gott served as the Chief
Technology and Operations Officer at Lehman Brothers.

    MARC E. LANDY currently serves as Learn2's Executive Vice President, Chief
Financial Officer and Secretary. From November 1996 to February 1999, Mr. Landy
served as the Vice President and Chief Financial Officer of Street
Technologies, Inc., which Learn2 acquired in February 1999. From April 1993 to
November 1996, Mr. Landy served in several management capacities, including
Controller and Director of Consulting for Flexi International Software, Inc.
Mr. Landy is a CPA and from 1990 to 1992 he was a Senior Audit Manager at
Ernst & Young.

                                       41
<Page>
DIRECTORS

    The following table sets forth Learn2's executive officers' and directors'
ages and positions as of August 7, 2001:

<Table>
<Caption>
NAME                                 AGE                            POSITION
----                               --------                         --------
<S>                                <C>        <C>
Donald Schupak(1)................     58      Director and Chairman of the Board of Directors
Stephen P. Gott(1)...............     52      President, Chief Executive Officer and Director
Robert Alan Ezrin(2)(3)..........     51      Director
James A. Cannavino(1)(2)(3)......     56      Director
S. Lee Kling(2)..................     72      Director
</Table>

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

(1) Member of Executive Committee.

(2) Member of Audit Committee.

(3) Member of Compensation Committee.

    Directors are elected each year at the annual meeting of stockholders.

    ROBERT ALAN EZRIN currently serves as Learn2's Vice Chairman of the Board of
Directors and a Director. Mr. Ezrin is one of Learn2's founders and has served
as a Director since Learn2 inception in April 1993 and has served as Vice
Chairman of the Board of Directors since April 1998. Mr. Ezrin served as
Learn2's President from November 1995 until April 1998 and Chief Executive
Officer from March 1997 until April 1998. Mr. Ezrin served as Co-Chairman of the
Board of Directors from Learn2's inception in April 1993 until November 1995.
Mr. Ezrin served as Executive Vice President of Production from April 1994 to
November 1995 and served as Vice President from April 1993 to April 1994. From
1984 through 1994, Mr. Ezrin was a Producer with Lozem Productions, Inc.
Mr. Ezrin has more than 25 years of experience in the international
entertainment business, producing music, video and television projects for
numerous internationally known stars such as Pink Floyd, Rod Stewart, KISS,
Peter Gabriel and Roger Daltry. Mr. Ezrin is currently Vice-Chairman of Clear
Channel Internet Group, a subsidiary of Clear Channel Communications. Mr. Ezrin
is also a member of the Board of Directors of eMaiMai, Inc., Communities in
Schools/ LAMP, the Mr. Holland's Opus Foundation, and the California African
American Museum.

    JAMES A. CANNAVINO has served as a Director of Learn2 since January 1997.
Since April 1, 1998, Mr. Cannavino has been Chief Executive Officer and Chairman
of the Board of Directors of CyberSafe Corporation, a developer of software used
for security applications. Prior to joining CyberSafe, Mr. Cannavino served as
President and Chief Operating Officer for Perot Systems Corporation from
September 1995 to September 1996. Until March 1995, he also held a variety of
senior executive positions at IBM, serving as senior vice president for strategy
and development at the time of his departure from IBM. Previously,
Mr. Cannavino has served as a member of the IBM Corporate Executive Committee
and Worldwide Management Council and as a member of the Board of Directors of
IBM's Integrated Services and Solutions Company. He currently serves as Chairman
of the Internet Technology Committee of Computer Concepts and as Chairman of the
Board of Directors of Softworks, a provider of enterprise data, storage and
performance management products and services. Mr. Cannavino is also a Director
of OPUS360 Corporation and Marist College.

    S. LEE KLING currently serves as a Director. Since 1991, Mr. Kling has been
Chairman of the Board of Kling Rechter & Co., LP, a merchant banking company.
Mr. Kling is also Director of Bernard Chaus, Inc., Electro Rent Corporation,
National Beverage Corp., Kupper Parker Communications, Inc. and Engineered
Support Systems, Inc.

                                       42
<Page>
COMPLIANCE WITH THE EXCHANGE ACT

    Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires our directors and executive officers and persons who
beneficially own more than 10% of a registered class of our equity securities
("Reporting Persons") to file reports of ownership and changes in ownership with
the Securities and Exchange Commission on a timely basis. Reporting Persons are
required to furnish us with copies of all such forms that they file. Based
solely on our review of such forms, except as set forth in the remainder of this
section, we believe that all filing requirements applicable to Reporting Persons
during and with respect to fiscal year 2000 were complied with on a timely
basis. Mr. Schupak transferred shares of common stock to a partnership and filed
a Form 5 required by Section 16(a) of the Exchange Act on or about February 12,
2001.

ITEM 11. DIRECTOR AND EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

    Neither Messrs, Schupak or Gott receives any compensation for his services
as a Director. Our outside directors earn $15,000 per annum, $4,000 per annum
for each committee membership, $1,000 per meeting for each Board of Directors'
meeting in which he participates and $500 for each committee meeting in which he
participates. They are reimbursed for their out-of-pocket expenses incurred in
attending Board of Directors' and committee meetings.

    In March 1997, we entered into an agreement with the Schupak Group, Inc.
whereby we paid $12,000 per month to Schupak West, Inc., an affiliate of the
Schupak Group, Inc. for the consulting services of Donald Schupak and other
employees of the Schupak Group, Inc. In January 2000, our agreement with the
Schupak Group, Inc. was amended to increase the consulting service fees to
$28,666 per month. Additionally, Mr. Schupak is entitled to the reimbursement of
reasonable travel and other expenses incidental to the performance of his
consulting duties. Mr. Schupak is entitled to have the Board of Director
consider a bonus at the end of each fiscal year.

    On January 6, 2000 Messrs. Schupak, Cannavino and Ezrin were granted options
to purchase 500,000, 285,000 and 40,000 shares, respectively, of Learn2's common
stock originally exercisable at a price of $4.00 per share. Such options vested
immediately.

    On April 10, 2001, Learn2's Board of Directors approved a plan under which
each director, officer and employee would be given the opportunity to exchange
their existing stock options for new stock options with an exercise price of
$0.25 per share, subject to a new vesting schedule that will be approved by
E-Stamp. Messrs. Schupak, Cannavino and Kling have agreed that their previously
vested stock options would be subject to an additional one year of vesting. As a
result, E-Stamp and Learn2 are in the process of discussing appropriate vesting
schedules and other matters concerning the Learn2 stock options.

    On April 10, 2001, Messrs. Schupak, Cannavino and Kling were granted stock
options to purchase 1,000,000, 165,000 and 300,000, respectively, shares of
common stock at an exercise price of $0.25 per share. Such options are subject
to a one-year vesting period.

    On April 10, 2001, Mr. Gott was granted stock options to purchase 825,000
shares of common stock at an exercise price of $0.25 per share, subject to a
three year vesting schedule.

    In lieu of paying $26,500 in director fees for his services as a director
during fiscal year 2000, on April 10, 2001, Mr. Kling was granted stock options
to purchase 60,000 shares of common stock at an exercise price of $0.25 per
share. Such options are subject to a one year vesting period.

                                       43
<Page>
EMPLOYMENT CONTRACTS AND TERMINATION AND CHANGE IN-CONTROL ARRANGEMENTS

    Learn2 entered into an Employment Agreement, dated as of February 16, 1999,
employing Stephen P. Gott as our Chief Executive Officer. We entered into an
Amendment to the employment agreement, on April 18, 2001, which extended the
term to February 16, 2002, subject to earlier termination for death, disability,
resignation or removal. Pursuant to his amended employment agreement,
Mr. Gott's annual base salary is $300,000 and he is eligible to receive an
annual performance bonus. In the event of a "Change of Control" (as defined in
the employment agreement), the stock options granted to Mr. Gott on
February 16, 1999, shall vest immediately. If Mr. Gott resigns his employment
for "Good Reason" (as defined in the employment agreement), if we terminate his
employment without "Cause" (as defined in the employment agreement), or if we
elect not to extend the term of Mr. Gott's employment, Mr. Gott will be entitled
to (1) receive, in a lump sum, an amount equal to one year's base salary,
(2) become immediately and fully vested in all stock options granted prior to
March 1, 2001, (3) with respect to fully vested options, the privilege of
exercising the unexercised portion of such options upon the later of (x) one
year from the effective date of his termination or (y) thirty days from the
expiration of any restriction on the sale, transfer or other disposition of the
shares of common stock underlying the options, and (4) a performance bonus as
may be determined by the Board of Directors. Mr. Gott's employment agreement
also contains confidentiality, non-competition and indemnification provisions.

    Learn2 entered into an Employment Agreement, dated as of February 16, 1999,
employing Marc E. Landy as its Chief Financial Officer. We entered into an
Amendment to the employment agreement on April 18, 2001, which extended the term
to February 16, 2002, subject to earlier termination for death, disability,
resignation or removal. Mr. Landy's annual base salary is $175,000. In the event
of a "Change of Control" (as defined in the employment agreement), the stock
options shall vest immediately. If Mr. Landy resigns his employment for "Good
Reason" (as defined in the employment agreement), if the Corporation terminates
his employment without "Cause" (as defined in the employment agreement), or if
the Corporation elects not to extend the term of Mr. Landy's employment,
Mr. Landy will be entitled to (1) receive, in a lump sum, an amount equal to one
year's base salary, (2) become immediately and fully vested in all stock options
granted prior to March 1, 2001, (3) with respect to fully vested options, the
privilege of exercising the unexercised portion of such options upon the later
of (x) one year from the effective date of his termination or (y) thirty days
from the expiration of any restriction on the sale, transfer or other
disposition of the shares of common stock underlying the options, and (4)
receive an amount equal to the higher of (x) any bonus or incentive compensation
he earned or received with respect to the prior fiscal year or (y) $40,000.
Mr. Landy's employment agreement also contains confidentiality, non-competition
and indemnification provisions.

EXECUTIVE COMPENSATION

    The following table summarizes the compensation earned by (a) an individual
who served as Learn2's Chief Executive Officer during fiscal year 2000,
(b) each person serving as an executive officer on December 31, 2000 who earned
more than $100,000 in salary and bonus during fiscal year 2000 and (c) one
individual who was among the highest paid employee for fiscal year 2000 but was
not an executive officer on December 31, 2000.

                                       44
<Page>
                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
                                                                                 LONG-TERM
                                                               ANNUAL          COMPENSATION:
                                                            COMPENSATION        SECURITIES
                                               FISCAL    -------------------    UNDERLYING
NAME AND PRINCIPAL POSITION                     YEAR      SALARY     BONUS      OPTIONS(1)     OTHER(2)
---------------------------                   --------   --------   --------   -------------   --------
<S>                                           <C>        <C>        <C>        <C>             <C>
Stephen P. Gott.............................    2000     $300,000   $    --             --          --
  President, Chief Executive Officer            1999      175,000    50,000      1,000,000          --
  and Director                                  1998           --        --             --          --

Marc E. Landy...............................    2000      175,000    40,000        250,000       5,250
  Chief Financial Officer and                   1999      131,250    40,000        150,000       5,000
  Vice President                                1998           --        --             --          --

Kevin Riley.................................    2000      250,000    70,000        450,000       5,250
  Executive Vice President Sales and            1999      243,000    30,000        337,944      22,700
  Marketing                                     1998           --        --             --          --
</Table>

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

(1) Represents the number of options, each to acquire one share of common stock,
    granted pursuant to Learn2's stock option plans.

(2) Includes auto allowance, living expense allowance, match contribution to our
    401(k) Plan.

OPTION GRANTS IN LAST FISCAL YEAR

    The following table provides certain information relating to stock options
granted to the Learn2 named executives during the fiscal year ended
December 31, 2000. In addition, as required by rules promulgated by the
Securities and Exchange Commission, the table sets forth the hypothetical gains
that would exist for the shares subject to such options based on assumed annual
compounded rates of stock price appreciation during the option term.

                       STOCK OPTION GRANTS AND EXERCISES

<Table>
<Caption>
                                         INDIVIDUAL GRANTS
                                     -------------------------
                                                   % OF TOTAL                             POTENTIAL REALIZED VALUE
                                                    OPTIONS                                   AT ASSUMED ANNUAL
                                                   GRANTED TO                               RATES OF STOCK PRICE
                                     NUMBER OF    EMPLOYEES IN   EXERCISE                  APPRECIATION FOR OPTION
                                     SECURITIES       LAST         PRICE                           TERM(1)
                                     UNDERLYING   FISCAL YEAR    PER SHARE   EXPIRATION   -------------------------
NAME                                  OPTIONS         (2)           (3)        DATES          5%           10%
----                                 ----------   ------------   ---------   ----------   ----------   ------------
<S>                                  <C>          <C>            <C>         <C>          <C>          <C>
Stephen P. Gott....................        --           --           --                    $            $
Marc E. Landy......................   150,000          5.2%        4.00      01/16/2010     377,337        956,245
Marc E. Landy......................   100,000          3.4%        1.63         5/25/10     102,195        258,983
Kevin Riley........................   250,000          8.6%        4.00      01/16/2010     628,895      1,593,742
Kevin Riley........................   200,000          6.9%        1.63         5/25/10     204,391        517,966
</Table>

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

(1) The table does not include stock options granted to Messrs. Landy and Riley
    in January 2001 for each to purchase 250,000 shares of common stock at an
    exercise price of $0.47 per share, subject to a fifteen month vesting
    schedule. In addition, the table does not include stock options granted to
    Mr. Gott in April 2001 to purchase 825,000 shares of common stock at an
    exercise price of $0.25 per share, subject to a three-year vesting schedule.

(2) Learn2 granted stock options representing 2,912,200 shares of our common
    stock to employees during the fiscal year ended December 31, 2000.

                                       45
<Page>
(3) On April 10, 2001, Learn2's board of directors approved a plan under which
    each director, officer and employee would be given the opportunity to
    exchange their existing stock options for new stock options with an exercise
    price of $0.25 per share, subject to a new vesting schedule that will be
    approved by E-Stamp. As a result, E-Stamp and Learn2 are in the process of
    discussing appropriate vesting schedules and other matters concerning the
    Learn2 stock options.

(4) The potential realizable value illustrates value that might be realized upon
    exercise of the options immediately prior to the expiration of their terms,
    assuming the specified compounded rates of appreciation of the market price
    per share from the date of grant to the end of the option term. Actual
    gains, if any, on stock option exercises are dependent upon a number of
    factors, including the future performance of the Learn2 common stock and the
    timing of option exercises, as well as the optionee's continued employment
    through the vested period. There can be no assurance that the amounts
    reflected in this table will be achieved.

                  OPTION EXCERCISES AND FISCAL YEAR-END VALUES

    The following table provides information about exercised stock options held
by the Learn2 named executives. During fiscal year 2000, none of the Learn2
named executives exercised stock options.

<Table>
<Caption>
                                                                        NUMBER OF
                                                                  SECURITIES UNDERLYING         VALUE OF UNEXERCISED
                                                                 UNEXERCISED OPTIONS AT        IN-THE-MONEY OPTIONS AT
                                                                    DECEMBER 31, 2000           DECEMBER 31, 2000(1)
                                        SHARES       VALUE     ---------------------------   ---------------------------
NAME                                   EXERCISED   REALIZED    EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                                   ---------   ---------   -----------   -------------   -----------   -------------
<S>                                    <C>         <C>         <C>           <C>             <C>           <C>
Stephen P. Gott......................       --           --      666,666        333,334      $       --     $       --
Marc E. Landy........................       --           --      441,106        325,000              --             --
Kevin Riley..........................       --           --      100,692        687,252              --             --
</Table>

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

(1) Value based on the December 31, 2000 closing price of Learn2's common stock
    on the Nasdaq National Market of $0.41 per share. Underlying options that
    are not in-the-money are not valued in this table.

ITEM 12. SECURITY OWENERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth certain information that has been provided to
Learn2 with respect to beneficial ownership of shares of Learn2's common stock
as of August 7, 2001 by (i) each person known by us to be the beneficial owner
of more than 5% of the outstanding shares of common stock, (ii) each of Learn2's
directors, (iii) each of the Learn2 named executive officers listed in the
Summary Compensation Table and (iv) all directors and executive officers of
Learn2 as a group. Unless otherwise noted, Learn2 believes that all persons
named in the table have sole voting and investment power with respect to all
shares of voting stock beneficially owned by them. The address for each
stockholder listed

                                       46
<Page>
in the following table is c/o Learn2, 1311 Mamaroneck Avenue, Suite 210, White
Plains, New York 10605.

<Table>
<Caption>
                                                      AMOUNT AND     APPROXIMATE
                                                      NATURE OF     PERCENTAGE OF
                                                      BENEFICIAL     COMMON STOCK
NAME OF PERSON IDENTITY OF GROUP                     OWNERSHIP(1)   OUTSTANDING(2)
--------------------------------                     ------------   --------------
<S>                                                  <C>            <C>
Stephen P. Gott(3).................................    7,210,407          13.6%
Marc E. Landy(4)...................................      747,430           1.4%
Donald Schupak.....................................    1,220,092           2.3%
James S. Cannavino.................................      215,000             *
Robert Alan Ezrin..................................      727,391           1.4%
S. Lee Kling.......................................       92,942             *
Kevin C. Riley(5)..................................      380,508             *
All current directors and executive officers as a
  group (7 persons)(6).............................   10,593,771          19.4%
</Table>

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

*   Represents beneficial ownership of less than 1% of Learn2's common stock.

(1) Beneficial ownership is determined in accordance with the rules of the
    Securities and Exchange Commission. In computing the number of shares
    beneficially owned by a person and the percentage ownership of that person,
    shares of common stock subject to options or warrants held by that person
    that are exercisable within 60 days of August 7, 2001 are deemed
    outstanding. Such shares, however, are not deemed outstanding for purposes
    of computing the ownership of any other person. Except as indicated in the
    footnotes to this table and pursuant to applicable community property laws,
    the stockholder named in the table has sole voting and investment power with
    respect to the shares set forth opposite such stockholder's name.

(2) Based on approximately 52,881,618 shares of Learn2 common stock outstanding
    on August 7, 2001.

(3) Shares shown as beneficially owned include 666,666 shares of Learn2 common
    stock issuable upon the exercise of options.

(4) Shares shown as beneficially owned consist of 691,106 shares of Learn2
    common stock issuable upon the exercise of options and 56,324 shares of our
    common stock which Mr. Landy acquired in April 2001 following the exercise
    of an option granted by Stephen P. Gott.

(5) Shares shown as beneficially owned include 368,008 shares of Learn2 common
    stock issuable upon the exercise of options.

(6) Shares shown as beneficially owned include 1,738,281 shares of Learn2 common
    stock issuable upon the exercise of options.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    In February 1999, Donald Schupak, the Chairman of the Board of Directors of
Learn2, exercised options to purchase an aggregate of 600,000 shares of common
stock for an aggregate exercise price of $1,200,000. Mr. Schupak paid Learn2
$6,000 which represented the par value of the shares of common stock purchased.
Mr. Schupak borrowed the remaining $1,194,000 which accrues interest at the
annual rate of 6% payable quarterly or, at the option of Mr. Schupak, accrues at
the annual rate of 7% payable upon maturity of the loan in February 2004. As
collateral for the loan, Mr. Schupak pledged the 600,000 shares of common stock
purchased plus an additional 213,000 shares of common stock. If the market value
of the pledged shares of common stock is equal to more than 200% of the
principal amount of the loan, then Mr. Schupak may request that Learn2 release a
number of shares which have a market value in excess of such amount. If the
market value of the pledged shares of common stock is equal to less than 125% of
the principal amount of the loan, then Mr. Schupak must pledge additional

                                       47
<Page>
shares of common stock to bring the market value of the pledged shares to such
amount. On April 17, 2001 in light of the decline of Learn2's stock price and in
connection with the proposed merger with E-Stamp, the Board of Directors of
Learn2 (i) waived the requirement that Mr. Schupak pledge additional shares of
common stock as collateral for the loan and (ii) subject to the closing of the
merger with E-Stamp, approved the repricing of the stock options to a purchase
price of $0.01 per share, cancelled the note issued by Mr. Schupak to Learn2 and
released any liens thereunder.

    In March 1999, Robert Alan Ezrin, the Vice Chairman of the Board of
Directors of Learn2, exercised options to purchase an aggregate of 145,000
shares of common stock for an aggregate exercise price of $310,000. Mr. Ezrin
paid us $103,333 and borrowed the remaining $206,667. The loan accrues interest
at the annual rate of 6% payable quarterly or, at the option of Mr. Ezrin,
accrues at the annual rate of 7% payable upon maturity of the loan in
March 2004. As collateral for the loan, Mr. Ezrin pledged the 145,000 shares of
common stock purchased plus an additional 1,964 shares of common stock. If the
market value of the pledged shares of common stock is equal to more than 200% of
the principal amount of the loan, then Mr. Ezrin may request that Learn2 release
a number of shares which have a market value in excess of such amount. If the
market value of the pledged shares of common stock is equal to less than 125% of
the principal amount of the loan, then Mr. Ezrin must pledge additional shares
of common stock to bring the market value of the pledged shares to such amount.
In March 2000, as a result of the increase in the market value of Learn2's
common stock, 20,000 of the pledged shares were released to Mr. Ezrin per his
request. On April 17, 2001 in light of the decline of Learn2's stock price and
in connection with the proposed merger with E-Stamp, the Board of Directors of
Learn2 (i) waived the requirement that Mr. Ezrin pledge additional shares of
common stock as collateral for the loan and (ii) subject to the closing of the
merger with E-Stamp, approved the repricing of the stock options to a purchase
price of $0.71 per share, cancelled the note issued by Mr. Ezrin to Learn2 and
released any liens thereunder.

    In March 1999, James A. Cannavino, a Director of Learn2, exercised options
to purchase an aggregate of 215,000 shares of common stock for an aggregate of
$430,000. Mr. Cannavino paid us $143,333 and borrowed the remaining $286,667.
The loan accrues at the annual rate of 6% payable quarterly or, at the option of
Mr. Cannavino, accrues at the annual rate of 7% payable upon maturity of the
loan in March 2004. As collateral for the loan, Mr. Cannavino pledged the
215,000 shares of common stock purchased. If the market value of the pledged
shares of common stock is equal to more than 200% of the principal amount of the
loan, then Mr. Cannavino may request that Learn2 release a number of shares
which have a market value in excess of such amount. If the market value of the
pledged shares of common stock is equal to less than 125% of the principal
amount of the loan, then Mr. Cannavino must pledge additional shares of Learn2's
common stock to bring the market value of the pledged shares to such amount. On
April 17, 2001 in light of the decline of Learn2's stock price and in connection
with the proposed merger with E-Stamp, the Board of Directors of Learn2
(i) waived the requirement that Mr. Cannavino pledge additional shares of common
stock as collateral for the loan and (ii) subject to the closing of the merger
with E-Stamp, approved the repricing of the stock options to a purchase price of
$0.67 per share, cancelled the note issued by Mr. Cannavino to Learn2 and
released any liens thereunder.

                                       48
<Page>
                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)(1)  Consolidated Financial Statements. The following consolidated financial
        statements, and related notes, of Learn2.com, Inc. and the Report of
        Independent Public Accountants are filed as part of this Form 10-K.

<Table>
<Caption>
                                                                     PAGE
                                                                   --------
<S>                                                                <C>
Index to Consolidated Financial Statements:
Report of Independent Public Accountants....................         F-1
Consolidated Balance Sheets.................................         F-2
Consolidated Statements of Operations.......................         F-3
Consolidated Statement of Changes in Stockholders' Equity...         F-4
Consolidated Statements of Cash Flows.......................         F-5
Notes to Consolidated Financial Statements..................         F-6
</Table>

(a)(2)  Financial Statement Schedules. All financial statement schedules
        required by Item 14(a)(2) have been omitted because they are
        inapplicable or because the required information has been included in
        the Consolidated Financial Statements or Notes thereto.

(a)(3)  Exhibits. The exhibits listed on the accompanying index to exhibits
        immediately following the financial statement schedule are filed as part
        of, or incorporated by reference into, this Form 10-K.

<Table>
<Caption>
EXHIBIT NO.                                     DESCRIPTION
-----------                                     -----------
<C>                     <S>
          2.1           Agreement and Plan of Merger, dated as of February 16, 1999,
                        by and among Learn2.com, Inc. (formerly 7th Level, Inc.)
                        (the "Company"), 7th Level Merger Corporation, Street
                        Technologies, Inc. and the stockholders of Street
                        Technologies, Inc. named therein (incorporated by reference
                        as an exhibit to the Company's Current Report on Form 8-K
                        filed with the Securities and Exchange Commission (the
                        "Commission") on February 25, 1999).
          2.2           Agreement and Plan of Merger, dated as of May 13, 1999, by
                        and among the Company, 7th Level Acquisition Corporation,
                        Panmedia Corporation, Jason Roberts and Patricia Roberts
                        (incorporated by reference as an exhibit to the Company's
                        Current Report on Form 8-K filed with the Commission on
                        May 26, 1999).
          2.3           Agreement and Plan of Merger, dated as of June 1, 1999, by
                        and among the Company, 7th Level Merger Corporation and
                        ViaGrafix Corporation (incorporated by reference as an
                        exhibit to the Company's Current Report on Form 8-K filed
                        with the Commission on June 15, 1999).
          3(i)          Amended and Restated Certificate of Incorporation of the
                        Company (incorporated by reference as an exhibit to the
                        Company's Amendment No. 1 to the Registration Statement on
                        Form S-1 filed with the Commission on May 18, 1994).
         3(ii)          Bylaws of the Company (incorporated by reference as an
                        exhibit to the Company's Registration Statement on Form S-1
                        filed with the Commission on May 18, 1994).
         10.1           Amended and Restated Incentive Stock Option Plan
                        (incorporated by reference as an exhibit to the Company's
                        Definitive Proxy Statement filed with the Commission on June
                        22, 1999).
         10.2           Employee Stock Purchase Plan (incorporated by reference as
                        an exhibit to the Company's Amendment No. 1 to Registration
                        Statement on Form S-1 filed with the Commission on September
                        19, 1994).
         10.3           1999 Stock Option Plan (incorporated by reference as an
                        exhibit to the Company's Definitive Proxy Statement filed
                        with the Commission on June 22, 1999).
</Table>

                                       49
<Page>

<Table>
<Caption>
EXHIBIT NO.                                     DESCRIPTION
-----------                                     -----------
<C>                     <S>
         10.4           2000 Non-Employee Directors' Stock Option Plan (incorporated
                        by reference to the Company's Definitive Proxy Statement
                        filed with the Commission on July 13, 2000).
         10.5           Subscription Agreement, dated as of December 14, 1998, as
                        amended, by and between the Company and Fletcher
                        International Limited (incorporated by reference as an
                        exhibit to the Company's Current Report on Form 8-K filed
                        with the Commission on December 17, 1998).
         10.6           Employment Agreement dated as of February 16, 1999 by and
                        between the Company and Stephen Gott (incorporated by
                        reference as an exhibit to the Company's Form 10-K for the
                        year ended December 31, 1998).
         10.7           Form of Non-Competition Agreement by and between the Company
                        and Michael A. Webster (incorporated by reference as an
                        exhibit to the Company's Current Report on Form 8-K filed
                        with the Commission on June 15, 1999).
         10.8           Form of Non-Competition Agreement by and between the Company
                        and Robert E. Webster (incorporated by reference as an
                        exhibit to the Company's Current Report on Form 8-K filed
                        with the Commission on June 15, 1999).
         10.9           Form of Indemnity Agreement by and among the Company,
                        Michael A. Webster, Robert E. Webster and Robert C. Moore,
                        Jr. (incorporated by reference as an exhibit to the
                        Company's Current Report on Form 8-K filed with the
                        Commission on June 15, 1999).
        10.10           Warrant issued to RGC International Investors, LDC
                        (incorporated by reference into the Company's Current Report
                        on Form 8-K filed with the Commission on March 15, 2000).
        10.11           Securities Purchase Agreement, dated as of March 10, 2000,
                        by and among the Company and RGC International Investors,
                        LDC (incorporated by reference into the Company's Current
                        Report on Form 8-K filed with the Commission on March 15,
                        2000).
        10.12           Registration Rights Agreement, dated as of March 10, 2000,
                        by and among the Company and RGC International Investors,
                        LDC (incorporated by reference into the Company's Current
                        Report on Form 8-K filed with the Commission on March 15,
                        2000).
        10.13           Convertible Debenture issued to RGC International Investors,
                        LDC (incorporated by reference into the Company's Current
                        Report on Form 8-K filed with the Commission on March 15,
                        2000).
         16.1           KPMG LLP letter dated January 22, 1999 (incorporated by
                        reference into the Company's Current Report on Form 8-K
                        filed with the Commission on January 22, 1999).
         23.1           Consent of Arthur Andersen LLP
         99.1           Unaudited Pro Form Condensed Combined Financial Statements
                        as of and for the six months ended June 30, 1999 and the
                        year ended December 31, 1998 (incorporated by reference as
                        an exhibit to the Company's Current Report on Form 8-K filed
                        with the Commission on November 12, 1999).
         99.2           Report of Independent Auditors (incorporated by reference as
                        an exhibit to the Company's Current Report on Form 8-K filed
                        with the Commission on November 12, 1999).
</Table>

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

(b) Reports on Form 8-K

                                       50
<Page>
                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of White
Plains, State of New York, on August 10, 2001.

<Table>
<S>                                                    <C>  <C>
                                                       LEARN2.COM, INC.

                                                       By:              /s/ MARC E. LANDY
                                                            -----------------------------------------
                                                                          Marc E. Landy
                                                             CHIEF FINANCIAL OFFICER, EXECUTIVE VICE
                                                                     PRESIDENT AND SECRETARY
</Table>

    Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE                                              TITLE                        DATE
---------                                              -----                        ----
<C>                                                    <S>                          <C>
               /s/ JAMES A. CANNAVINO                  Director                      August 10, 2001
     -------------------------------------------
                 James A. Cannavino

                 /s/ DONALD SCHUPAK                    Chairman of the Board of      August 10, 2001
     -------------------------------------------         Directors
                   Donald Schupak

                  /s/ S. LEE KLING                     Director                      August 10, 2001
     -------------------------------------------
                    S. Lee Kling

                /s/ ROBERT ALAN EZRIN                  Vice Chairman of the Board    August 10, 2001
     -------------------------------------------
                  Robert Alan Ezrin

                 /s/ STEPHEN P. GOTT                   President, Chief Executive    August 10, 2001
     -------------------------------------------         Officer and Director
                   Stephen P. Gott                       (Principal Executive
                                                         Officer)

                  /s/ MARC E. LANDY                    Chief Financial Officer,      August 10, 2001
     -------------------------------------------         Executive Vice President
                    Marc E. Landy                        and Secretary
                                                         (Principal Financial
                                                         Officer)
</Table>

                                       51
<Page>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
Learn2.com, Inc.

    We have audited the accompanying consolidated balance sheets of
Learn2.com, Inc. (a Delaware corporation) and subsidiaries as of December 31,
2000 and 1999, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2000. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
and subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000, in conformity with accounting principles generally accepted
in the United States.

    As discussed in Note 3 the Company changed its method of accounting for
revenue recognition related to arrangements that include cooperative
advertising.

    As discussed further in Note 1, subsequent to April 13, 2001, the date of
our original report, the Company was delisted from the Nasdaq National Market on
August 2, 2001. This factor, among others, as described in Note 1, create a
substantial doubt about the Company's ability to continue as a going concern and
an uncertainty as to the recoverability and classification of recorded asset
amounts and the amounts and classification of liabilities. The accompanying
financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.

                                        Arthur Andersen LLP

New York, New York
April 13, 2001
(except with respect to the matter discussed
in the second, third and fourth paragraphs of Note 1
and the third, fourth, fifth and six paragraphs of Note 6, as to which the
date is August 2, 2001)

                                      F-1
<Page>
                                LEARN2.COM, INC.
                          CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2000 AND 1999
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<Table>
<Caption>
                                                                2000        1999
                                                              ---------   ---------
<S>                                                           <C>         <C>
                                      ASSETS
Current assets:
  Cash and cash equivalents.................................  $   4,760   $   7,228
  Short term investments....................................         --         902
  Accounts receivable, net of allowances of $1,439 and
    $1,662, respectively....................................      3,373       3,152
  Inventories...............................................      1,493         797
  Prepaid expenses and other current assets.................        906       1,549
                                                              ---------   ---------
  Total current assets......................................     10,532      13,628
Fixed assets, net...........................................      4,981       4,547
Capitalized software, net...................................     14,915      16,911
Intangible assets, net......................................      5,011      15,257
Goodwill, net...............................................     14,343      25,112
Other assets................................................        539         170
                                                              ---------   ---------
  Total assets..............................................  $  50,321   $  75,625
                                                              =========   =========
                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................  $   3,692   $   3,135
  Accrued expenses..........................................      3,531       4,015
  Current portion of deferred revenue.......................      1,345       1,105
  Other current liabilities.................................        246         232
                                                              ---------   ---------
    Total current liabilities...............................      8,814       8,487
Deferred revenue............................................         93         547
Convertible debenture, net of unamortized debt discount of
  $729......................................................      9,271          --
Other liabilities...........................................         20          77
                                                              ---------   ---------
  Total liabilities.........................................     18,198       9,111
Commitments and contingencies (Note 14)
Stockholders' equity:
  Common stock, par value $0.01 per share, 100,000,000
    shares authorized; 52,881,618 and 51,715,739 shares
    issued and outstanding in 2000 and 1999, respectively...        529         517
  Additional paid-in capital................................    197,287     193,700
  Notes receivable from directors...........................     (1,687)     (1,687)
  Accumulated deficit.......................................   (164,006)   (126,016)
                                                              ---------   ---------
  Total stockholders' equity................................     32,123      66,514
                                                              ---------   ---------
  Total liabilities and stockholders' equity................  $  50,321   $  75,625
                                                              =========   =========
</Table>

   The accompanying notes are an integral part of these consolidated balance
                                    sheets.

                                      F-2
<Page>
                                LEARN2.COM, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<Table>
<Caption>
                                                           2000          1999          1998
                                                        -----------   -----------   -----------
                                                                           *
<S>                                                     <C>           <C>           <C>
Net revenues..........................................  $    22,070   $    12,221   $     2,674
Cost of revenues......................................        6,380         3,224           472
                                                        -----------   -----------   -----------
  Gross profit........................................       15,690         8,997         2,202
Operating expenses:
  Research and product development....................        6,891         3,952         2,396
  Sales and marketing.................................       12,146         9,201           595
  General and administrative..........................        9,920         5,274         5,326
  Depreciation and amortization.......................        6,060         3,300         1,822
  Restructuring charges...............................           --         3,342            --
  Acquired in-process technology......................           --        24,777            --
  Impairment of goodwill and other intangible
  assets..............................................       17,883            --            --
  Non-recurring costs.................................          641           277            --
                                                        -----------   -----------   -----------
  Total operating expenses............................       53,541        50,123        10,139
                                                        -----------   -----------   -----------
Operating loss........................................      (37,851)      (41,126)       (7,937)
Interest expense......................................         (994)         (146)       (1,732)
Interest income.......................................          632           404           335
Other income (expense), net...........................          223          (168)       (1,277)
                                                        -----------   -----------   -----------
  Net loss............................................      (37,990)      (41,036)      (10,611)
Dividends on Preferred Stock..........................           --            --           338
Beneficial conversion feature associated with
  Preferred Stock.....................................           --            --         5,479
                                                        -----------   -----------   -----------
Net loss available to common stockholders.............  $   (37,990)  $   (41,036)  $   (16,428)
                                                        ===========   ===========   ===========
Basic and diluted loss per common share...............  $     (0.72)  $     (1.06)  $     (0.92)
                                                        ===========   ===========   ===========
Weighted average basic and diluted common shares
  outstanding.........................................   52,702,411    38,846,236    17,899,018
                                                        ===========   ===========   ===========
</Table>

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

*   See Note 3.

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-3
<Page>
                                LEARN2.COM, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
                                 (IN THOUSANDS)
<Table>
<Caption>
                                                                                                                  NOTES AND
                                                                                                                   ACCOUNTS
                                        COMMON STOCK       CONVERTIBLE   CONVERTIBLE                CUMULATIVE    RECEIVABLE
                                     -------------------    PREFERRED     PREFERRED    ADDITIONAL   TRANSLATION      FROM
                                      SHARES     AMOUNT     SERIES A      SERIES B      CAPITAL     ADJUSTMENT    DIRECTORS
                                     --------   --------   -----------   -----------   ----------   -----------   ----------
<S>                                  <C>        <C>        <C>           <C>           <C>          <C>           <C>
Balance at December 31, 1997.......   15,328      $153       $    --       $    --      $ 70,640       $ 13        $    --
  Issuance of Series A Preferred
    Stock (net of issuance costs of
    $3,021)........................       --        --         2,479            --         2,790         --             --
  Issuance costs in connection with
    Notes..........................       --        --            --            --         1,467         --             --
  Beneficial conversion feature....       --        --            --            --         5,479         --             --
  Conversion of Series A Preferred
    Stock to Series B Preferred
    Stock..........................       --        --        (2,479)        2,479            --         --             --
  Conversion of Notes to Series B
    Preferred Stock................       --        --            --         3,000         1,500         --             --
  Common Stock issued on conversion
    of Series B Preferred Stock....    4,303        43            --        (4,850)        4,807         --             --
  Common Stock dividends...........      107         1            --            --           278         --             --
  Common Stock issued in private
    placement......................    1,667        17            --            --         4,683         --             --
  Warrants issued to
    non-employees..................       --        --            --            --            32         --             --
  Common Stock issued upon exercise
    of warrants....................    2,813        28            --            --            --         --             --
  Common Stock granted to
    Officers.......................      765         7            --            --         1,379         --             --
  Common Stock issued under Stock
    Option Plans and Stock Purchase
    Plan...........................      325         3            --            --           867         --             --
  Compensation expense on options
    issued to non-employees........       --        --            --            --            41         --             --
  Foreign currency translation
    adjustment.....................       --        --            --            --            --        (13)            --
  Dividend distribution............       --        --            --            --            --         --             --
  Net loss.........................       --        --            --            --            --         --             --
                                      ------      ----       -------       -------      --------       ----        -------
Balance at December 31, 1998.......   25,308       252            --           629        93,963         --             --
  Common Stock issued on conversion
    of Series B Preferred Stock....      698         7            --          (629)          622         --             --
  Common Stock issued on conversion
    of Series D Preferred Stock....    7,220        72            --            --           (72)        --             --
  Stock issued in connection with
    Street Technologies, Inc.
    acquisition....................    4,948        49            --            --        36,439         --             --
  Series B dividends paid in Common
    Stock..........................       24        --            --            --            73         --             --
  Common Stock issued on exercise
    of warrants....................      575         6            --            --            --         --             --
  Common Stock issued upon
    conversion of notes payable....      187         2            --            --           571         --             --
  Warrants and options issued to
    non-employees..................       --        --            --            --         1,522         --             --
  Notes and accounts receivable
    from directors from the
    exercise of stock options......       --        --            --            --            --         --         (1,934)
  Repayment of notes and accounts
    receivable from directors from
    the exercise of stock
    options........................       --        --            --            --            --         --            247
  Common Stock issued under Stock
    Option Plans and Stock Purchase
    Plan...........................    2,020        21            --            --         3,895         --             --
  Stock issued in connection with
    ViaGrafix acquisition..........   10,686       107            --            --        56,669         --             --
  Series D Preferred Stock issued
    under Stock Option Plan........       --        --            --            --            18         --             --
  Dividend distribution............       --        --            --            --            --         --             --
  Financing costs..................       50         1            --            --            --         --             --
  Net loss.........................       --        --            --            --            --         --             --
                                      ------      ----       -------       -------      --------       ----        -------
Balance at December 31, 1999.......   51,716       517            --            --       193,700         --         (1,687)
  Warrant issued in connection with
    convertible note...............       --        --            --            --         1,000         --             --
  Common Stock issued under Stock
    Option Plans...................    1,166        12            --            --         2,266         --             --
  Warrants issued to
    non-employees..................       --        --            --            --           321         --             --
  Net loss.........................       --        --            --            --            --         --             --
                                      ------      ----       -------       -------      --------       ----        -------
Balance at December 31, 2000.......   52,882      $529       $    --       $    --      $197,287       $ --        $(1,687)
                                      ======      ====       =======       =======      ========       ====        =======

<Caption>

                                                        TOTAL
                                     ACCUMULATED    STOCKHOLDERS'
                                      (DEFICIT)        EQUITY
                                     ------------   -------------
<S>                                  <C>            <C>
Balance at December 31, 1997.......   $ (68,281)      $  2,525
  Issuance of Series A Preferred
    Stock (net of issuance costs of
    $3,021)........................          --          5,269
  Issuance costs in connection with
    Notes..........................          --          1,467
  Beneficial conversion feature....      (5,479)            --
  Conversion of Series A Preferred
    Stock to Series B Preferred
    Stock..........................          --             --
  Conversion of Notes to Series B
    Preferred Stock................          --          4,500
  Common Stock issued on conversion
    of Series B Preferred Stock....          --             --
  Common Stock dividends...........        (279)            --
  Common Stock issued in private
    placement......................          --          4,700
  Warrants issued to
    non-employees..................          --             32
  Common Stock issued upon exercise
    of warrants....................          --             28
  Common Stock granted to
    Officers.......................          --          1,386
  Common Stock issued under Stock
    Option Plans and Stock Purchase
    Plan...........................          --            870
  Compensation expense on options
    issued to non-employees........          --             41
  Foreign currency translation
    adjustment.....................          --            (13)
  Dividend distribution............         (71)           (71)
  Net loss.........................     (10,611)       (10,611)
                                      ---------       --------
Balance at December 31, 1998.......     (84,721)        10,123
  Common Stock issued on conversion
    of Series B Preferred Stock....          --             --
  Common Stock issued on conversion
    of Series D Preferred Stock....          --             --
  Stock issued in connection with
    Street Technologies, Inc.
    acquisition....................          --         36,488
  Series B dividends paid in Common
    Stock..........................         (73)            --
  Common Stock issued on exercise
    of warrants....................          --              6
  Common Stock issued upon
    conversion of notes payable....          --            573
  Warrants and options issued to
    non-employees..................          --          1,522
  Notes and accounts receivable
    from directors from the
    exercise of stock options......          --         (1,934)
  Repayment of notes and accounts
    receivable from directors from
    the exercise of stock
    options........................          --            247
  Common Stock issued under Stock
    Option Plans and Stock Purchase
    Plan...........................          --          3,916
  Stock issued in connection with
    ViaGrafix acquisition..........          --         56,776
  Series D Preferred Stock issued
    under Stock Option Plan........          --             18
  Dividend distribution............        (186)          (186)
  Financing costs..................          --              1
  Net loss.........................     (41,036)       (41,036)
                                      ---------       --------
Balance at December 31, 1999.......    (126,016)        66,514
  Warrant issued in connection with
    convertible note...............          --          1,000
  Common Stock issued under Stock
    Option Plans...................          --          2,278
  Warrants issued to
    non-employees..................          --            321
  Net loss.........................     (37,990)       (37,990)
                                      ---------       --------
Balance at December 31, 2000.......   $(164,006)      $ 32,123
                                      =========       ========
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-4
<Page>
                                LEARN2.COM, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                2000       1999       1998
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Cash flows from operating activities:
  Net loss..................................................  $(37,990)  $(41,036)  $(10,611)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Non-cash compensation and interest......................     1,932        791      3,108
    Depreciation and amortization...........................     6,060      3,300      1,821
    Impairment of long-lived assets.........................    17,883         --         --
    Bad debt expense........................................       603         37         --
                                                                    --                    --
    Gain (loss) on sale of assets...........................       (52)        --      1,519
    Restructuring charges...................................        --      3,342         --
    Acquired in-process technology                                  --     24,777         --
    Other...................................................       (88)       137        188
  Changes in assets and liabilities, net of effects of
    businesses acquired:
    Accounts receivable.....................................      (824)    (1,085)     1,004
    Inventories.............................................      (763)      (286)        18
    Other current assets....................................      (212)       688        388
    Other assets............................................      (371)       299        452
    Accounts payable........................................       557      1,954       (925)
    Accrued expenses and other current liabilities..........      (883)    (1,397)    (3,024)
    Other net long-term liabilities                               (475)      (480)        --
                                                              --------   --------   --------
      Net cash used in operating activities.................   (14,623)    (8,959)    (6,062)
                                                              --------   --------   --------
Cash flows from investing activities:
  Proceeds from sale of assets..............................     1,632         --         98
  Proceeds from sales of short-term investments                    902         --         --
  Cash acquired from acquisition of businesses, net of
    acquisition costs.......................................        --      6,516         --
  Capitalized content development costs.....................      (602)    (1,015)        --
  Capital expenditures, net.................................    (2,055)    (2,649)      (130)
  Non-recurring charges related to acquisition                      --        277         --
                                                              --------   --------   --------
      Net cash (used in) provided by investing activities...      (123)     3,129        (32)
                                                              --------   --------   --------
Cash flows from financing activities:
  Net proceeds from private placement of common stock.......        --         --      4,700
  Net proceeds from issuance of Preferred Stock.............        --         --      5,269
  Net proceeds from debt issuance...........................    10,000        (46)     4,311
  Dividends distributed.....................................        --       (186)        --
  Principal payments under capital lease obligations........        --       (120)      (187)
  Issuance of common stock under stock option and stock
    purchase plan...........................................     2,278      2,229        870
  Other.....................................................        --       (132)       (35)
                                                              --------   --------   --------
      Net cash provided by financing activities.............    12,278      1,745     14,928
                                                              --------   --------   --------
      Net (decrease) increase in cash and cash
       equivalents..........................................    (2,468)    (4,085)     8,834
                                                              --------   --------   --------
Cash and cash equivalents, beginning of period..............     7,228     11,313      2,479
                                                              --------   --------   --------
Cash and cash equivalents, end of period....................  $  4,760   $  7,228   $ 11,313
                                                              ========   ========   ========
Supplemental disclosure of cash flow information--Cash paid
  for interest                                                $     15   $     31   $     75
                                                              ========   ========   ========
</Table>

See notes 4,6,7, and 11 for supplemental disclosures on acquisition information
                       and non-cash financing activities.

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-5
<Page>
                                LEARN2.COM, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            AS OF DECEMBER 31, 2000

NOTE 1. INCORPORATION AND NATURE OF BUSINESS

    Learn2.com, Inc. together with its subsidiaries ("Learn2") is a Learning
Service Provider ("LSP") for corporate, government and individual clients.
Learn2's offerings include engaging learning and training products delivered on
physical media and online and complementary services. Learn2 also provides
permission e-mail marketing and tracking services to companies that engage in
commerce and advertising on the Internet as well as other companies that have a
need for these services. During the third quarter, as a result of the
realignment of the responsibilities of certain senior executives, management
began to manage the business in two operating segments: Learning Services and
Broadcast Messaging Services.

    Learn2 has incurred significant losses since inception including operating
losses of approximately $37.9 million in 2000, $41.1 million in 1999 and
$7.9 million in 1998. As a relatively new company in a relatively new market,
Learn2's revenue opportunities are evolving constantly.

    The accompanying financial statements have been prepared assuming Learn2
will continue as a going concern. On April 19, 2001, Learn2 and E-Stamp
Corporation ("E-Stamp") entered into an agreement and plan of merger. In
connection with the merger agreement, E-Stamp loaned Learn2
$2.0 million in exchange for the issuance of a $2.0 million convertible
promissory note. The closing of the merger is subject to a number of conditions,
including the approval of both Learn2's and E-Stamp's stockholders. Learn2 has
been operating its business on the basis that the merger will be completed. If
the merger is not completed and Learn2 is not successful in raising additional
funds from operations, the issuance of securities, the sale of Etracks.com, Inc.
or otherwise, Learn2 may not have sufficient cash to fund operations and repay
its obligations. The accompanying financial statements do not include any
adjustments that might result from this uncertainty. Learn2's plan is to
complete the merger in order to overcome this uncertainty.

    On August 2, 2001, Learn2's common stock was delisted from the Nasdaq
National Market and began trading on the OTC Bulletin Board. The delisting of
Learn2's common stock from the Nasdaq National Market is an event of default
under Learn2's $10 million convertible debenture. As more fully described in
Note 6, the holder of Learn2's $10 million convertible debenture agreed to waive
its rights under the convertible debenture until the earlier of the termination
of the merger agreement, September 30, 2001 and an event of default under the
convertible promissory note. If the merger is not completed and Learn2 is unable
to obtain an additional waiver from the holder of the convertible debenture,
Learn2 may not have the resources to repay its obligations under the convertible
debenture or the convertible promissory note.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

    The accompanying consolidated financial statements include the accounts of
Learn2 and its subsidiaries. All significant intercompany transactions and
accounts have been eliminated in consolidation. (Note 4)

RECLASSIFICATIONS

    Certain amounts in the prior periods' consolidated financial statements have
been reclassified for comparative purposes to conform to the current period
presentation.

                                      F-6
<Page>
                                LEARN2.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                            AS OF DECEMBER 31, 2000

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES

    The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

    Effective January 1, 2000, Learn2 adopted Staff Accounting Bulletin ("SAB")
No. 101 "Revenue Recognition in Financial Statements". SAB No. 101 expresses the
views of the Securities and Exchange Commission ("SEC") in applying accounting
principles generally accepted in the United States to certain revenue
recognition issues (Note 3).

    Learn2 generates revenue primarily from the sales and licensing of computer
software training products and technologies, product development agreements, and
broadcast messaging services.

    Revenue from software license agreements is recognized in accordance with
the provisions of American Institute of Certified Public Accountants ("AICPA")
Statement of Position ("SOP") No. 97-2, "Software Revenue Recognition". Software
product sales under such license agreements are recognized as revenue upon
shipment of the products to customers, provided that there are no significant
vendor obligations and collection of the related receivable is probable. In
circumstances whereby Learn2 has established vendor specific objective evidence,
Learn2 accounts for insignificant vendor obligations and post-contract support
over the service period.

    Revenue from on-line sales is recognized when persuasive evidence of an
arrangement exists, delivery has occurred, the sales price is fixed or
determinable and collectibility is probable. Learn2 defers a portion, generally
10% of the selling price of on-line products for hosting and recognizes that
hosting ratably over the contractual period. Learn2 recognizes the two
components, the software, (or training course) and the service (or hosting)
based on their relative fair values.

    Revenue from physical product sales is recognized when persuasive evidence
of an arrangement exists, delivery has occurred, the sales price is fixed or
determinable and collectibility is probable. Generally, these criteria are met
at the time product is shipped. A reserve is made at the time the related
revenue is recognized for estimated product returns based on history,
cooperative advertising, or other promotions which may occur under programs
Learn2 has with its customers.

    Revenues from broadcast messaging transactions are recognized at the time
the broadcast is sent, as Learn2 has no further significant obligations.

RESEARCH AND PRODUCT DEVELOPMENT CAPITALIZED EXPENDITURES

    SFAS No. 86 "Accounting for the Costs of Computer Software to be Sold,
Leased or Otherwise Marketed", provides for the capitalization of certain
software development costs once technological feasibility has been established
and until such time as the product is available for general release. All costs
incurred prior to technological feasibility are expensed as research and
development costs when incurred.

                                      F-7
<Page>
                                LEARN2.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                            AS OF DECEMBER 31, 2000

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    As described in Note 4, Learn2 allocates a portion of the cost of acquired
enterprises to capitalized software based upon the estimated fair value of
capitalized software, including software in various stages of development. The
fair value of software development projects which have not yet reached
technological feasibility and which have no alternative use are expensed as
research and development in the period acquired. The fair values of all other
developed software products are included in capitalized software and amortized
over the expected remaining life of the specific software products. During 1999,
in connection with businesses acquired, Learn2 acquired approximately
$16.5 million of capitalized software.

    Certain costs of developing and producing tutorials have also been
capitalized. In addition, Learn2 capitalizes certain development costs related
to its Broadcast Messaging Services Segment. Capitalized costs include direct
labor, materials and subcontractors. During 2000 and 1999, Learn2 capitalized
approximately $602,000 and $1.0 million, respectively. These capitalized costs
are amortized on a straight-line basis over an estimated useful life of two
years.

    Total amortization expense related to capitalized software for the years
ended December 31, 2000 and 1999, was approximately $1.9 million and
$1.3 million, respectively.

ADVERTISING EXPENSES

    Except for cooperative advertising (Note 3), Learn2 expenses the cost of
advertising and promoting its services as incurred. Such costs are included in
sales and marketing in the consolidated statements of operations and totaled
approximately $1.3 million, $5.1 million and $178,000 for the years ended
December 31, 2000, 1999 and 1998, respectively.

INTERNAL-USE SOFTWARE

    Learn2 accounts for internal use software in accordance with AICPA's SOP
98-1, "Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." This standard requires certain direct development costs
associated with internal-use software to be capitalized including external
direct costs of material and services and payroll costs for employees devoting
time to the software projects. Costs incurred during the preliminary project
stage, as well as for maintenance and training are expensed as incurred.

CONCENTRATION OF CREDIT RISK

    Financial instruments, which subject Learn2 to concentrations of credit
risk, consist primarily of its holdings of cash and cash equivalents and
accounts receivable. Learn2's credit risk is managed by investing its cash in
high-quality money market instruments and securities of high grade corporate
issuers.

    Credit is extended to customers based on an evaluation of their financial
condition and collateral is not required. Learn2 performs on-going credit
evaluations of its customers and maintains an allowance for doubtful accounts.

                                      F-8
<Page>
                                LEARN2.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                            AS OF DECEMBER 31, 2000

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FAIR VALUE OF FINANCIAL INSTRUMENTS

    Learn2's financial instruments consist of cash and cash equivalents,
investments in marketable securities, accounts receivable, accounts payable and
accrued expenses. At December 31, 2000 and 1999, the carrying amounts of these
instruments approximated their fair value.

INCOME TAXES

    Learn2 accounts for income taxes using the asset and liability method. Under
this method, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using currently enacted tax rates. The effect of a
change in tax rates on deferred tax assets and liabilities is recognized in the
results of operations in the period that includes the enactment date.

STOCK-BASED COMPENSATION

    Learn2 accounts for its employee stock option plans in accordance with the
provisions of Accounting Principles Board Opinion ("APB") No. 25, "Accounting
for Stock Issued to Employees" and related interpretations, in accounting for
employee stock options rather than the alternative fair value accounting allowed
by SFAS No. 123, "Accounting for Stock-Based Compensation". APB No. 25 provides
that the compensation expense related to Learn2's employee stock options is
measured based on the intrinsic value of the stock option. SFAS No. 123 requires
companies that continue to follow APB No. 25 to provide a pro forma disclosure
of the impact of applying the fair value method of SFAS No. 123 (Note 11).
Learn2 accounts for stock issued to non-employees in accordance with the
provisions of SFAS No. 123 and the Emerging Issues Task Force consensus in Issue
No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services."

    In April 2000, the FASB issued FASB Interpretation No. 44, ("FIN 44")
"Accounting for Certain Transactions Involving Stock Compensation--an
interpretation of APB Opinion No. 25." This interpretation, which is effective
from July 1, 2000, (although certain conclusions in the Interpretation cover
specific events that occurred after either December 15, 1998 or January 12,
2000), is intended to clarify certain problems that have arisen in practice
since the issuance of APB 25 including the definition of employee for the
purpose of applying APB 25, the criteria for determining whether a plan
qualifies as a non-compensatory plan, the accounting consequence of various
modifications to the terms of a previously fixed stock option award and the
accounting for an exchange of stock compensation awards in a business
combination. Learn2 adopted FIN 44 during the year ended December 31, 2000. The
adoption of FIN 44 did not have a material impact on Learn2's financial
statements.

CASH, CASH EQUIVALENTS AND INVESTMENTS IN MARKETABLE SECURITIES

    Learn2 considers cash equivalents to be all highly liquid investments with a
remaining contractual maturity at the date of purchase of three months or less.

                                      F-9
<Page>
                                LEARN2.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                            AS OF DECEMBER 31, 2000

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    Learn2 classifies its investments in marketable securities as
available-for-sale. Accordingly, these investments are carried at fair value,
with the unrealized gains and losses, net of tax, reported as a separate
component of stockholders' equity. Learn2 had no material unrecognized gains or
losses for the years ended December 31, 2000, 1999 or 1998. Learn2 recognizes
gains and losses when securities are sold using the specific identification
method. For the years ended December 31, 2000, 1999 and 1998, Learn2 did not
recognize any material gains or losses upon the sale of securities.

INVENTORIES

    Inventories are carried at the lower of cost or market, determined on a
first-in first-out basis. Cost is determined using the average cost method.
Inventories consist primarily of finished goods.

FIXED ASSETS

    Fixed assets are recorded at cost and are depreciated using accelerated and
straight-line methods. Leasehold improvements are amortized over their estimated
useful lives, or the term of the leases, whichever is shorter.

INTANGIBLE ASSETS

    Intangible assets relate primarily to the value of installed customer lists,
proven research and development and trade names of companies acquired. The cost
of the installed customer base, proven research and development and trade names
is being amortized on a straight-line basis over periods ranging from 5 to
20 years.

GOODWILL

    Goodwill represents the excess of purchase price over the fair value of the
identified net assets acquired. Goodwill is amortized over its estimated useful
life, generally twenty years. Goodwill amortization expense for the year ended
December 31, 2000 and 1999 was approximately $1.3 million and $796,000,
respectively. No goodwill amortization was recorded in 1998. Learn2 wrote-off
approximately $8.9 million in goodwill during the year ended December 31, 2000
(Note 4).

IMPAIRMENT OF LONG-LIVED ASSETS

    Long-lived assets including goodwill, intangible assets, and capitalized
software are impaired whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable and provides currently
for any identified impairments. Impairment is measured by comparing the carrying
value of the long-lived assets to the estimated and undiscounted future cash
flows expected to result from use of the assets and their ultimate disposition.
In circumstances where impairment is determined to exist, Learn2 will write down
the asset to its fair value. As a result of this review, in 2000, Learn2
recorded an impairment charge of approximately $17.9 million (Note 4).

BASIC AND DILUTED NET LOSS PER SHARE

    Basic loss per share was determined by dividing net loss available to common
stockholders by the weighted average common shares outstanding during the
period. Diluted earnings per share is

                                      F-10
<Page>
                                LEARN2.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                            AS OF DECEMBER 31, 2000

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
determined by dividing net loss by diluted weighted average shares outstanding.
Diluted weighted average shares reflects the dilutive effect, if any, of common
equivalent shares and nominal issuances. Common equivalent shares include common
stock options and warrants to the extent their effect is not antidilutive, based
on the treasury stock method.

    Diluted weighted average shares outstanding do not include 13,188,181,
13,033,193 and 3,903,679 common equivalent shares at December 31, 2000, 1999 and
1998, respectively, as their effect would be anti-dilutive.

NEW ACCOUNTING PRONOUNCEMENTS

    In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities--a
Replacement of Statement No. 125", which replaces SFAS No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
SFAS No. 140 revises criteria for accounting for securitizations, other
financial asset transfers and collateral, and introduces certain new
disclosures, but otherwise carries forward most of the provisions of SFAS
No. 125 without amendment. SFAS No. 140 has an immediate impact with respect to
the collateral provisions of SFAS No. 125, which must be applied for fiscal
years ending after December 15, 2000. The other provisions of SFAS No. 140 apply
prospectively to transfers of financial assets and extinguishments of
liabilities occurring after March 31, 2001, except for transfers of assets
required by commitments made before March 31, 2001, to transferees or beneficial
interest holders other than the transferor, its affiliates, or its agents.
Management does not believe that the adoption of SFAS No. 140 will have a
material impact on the Learn2's results of operations.

    In June 2000, FASB issued SFAS No. 138, "Accounting for Derivative
Instruments and Certain Hedging Activities", which amends the accounting and
reporting standards of SFAS No. 133, "Accounting For Derivatives and Hedging
Activities." The statement establishes accounting and reporting standards for
derivative instruments (including certain derivative instruments embedded in
other contracts) and for hedging activities. SFAS No 133 is effective for all
fiscal quarters beginning after June 15, 2000 (as amended by SFAS No. 137) and
will not require retroactive restatement of prior period financial statements.
The adoption of SFAS 133 did not have a material impact on Learn2's results of
operations.

NOTE 3. CHANGE IN ACCOUNTING PRINCIPLE

    Effective January 1, 2000, Learn2 adopted SAB No. 101. Learn2's adoption of
SAB 101 resulted in a change in method of accounting for cooperative advertising
expenses. In accordance with previously existing accounting principles, Learn2
recorded cooperative advertising expenses as a sales and marketing expense.
During 2000, as a result of new interpretations of generally accepted accounting
principles by the SEC through the issuance of SAB No. 101, Learn2 was required
to change the accounting policy for cooperative advertising, to record these
expenses as a reduction of gross revenues.

    The effect of the adoption of SAB No. 101 as of January 1, 2000 for the year
ended December 31, 2000 was to decrease both revenues and sales and marketing
expenses by approximately $3.5 million. SAB No. 101 has been adopted as a change
in accounting principle, effective January 1, 2000. The adoption of SAB No. 101
resulted in no change to previously reported results, as this was only a

                                      F-11
<Page>
                                LEARN2.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                            AS OF DECEMBER 31, 2000

NOTE 3. CHANGE IN ACCOUNTING PRINCIPLE (CONTINUED)
reclassification between revenue and sales and marketing expenses. In addition,
Learn2 has applied the provisions of SAB No. 101 to its results for the first
three quarters of the year ended December 31, 2000, as reflected in Quarterly
Financial Data on page 31. Pro forma amounts assuming the new revenue
recognition method is applied on a pro forma basis for the year ended
December 31, 1999 was a decrease to both net revenues and sales and marketing
expenses of $1.3 million.

NOTE 4. BUSINESS COMBINATIONS

POOLING TRANSACTION

PANMEDIA ACQUISITION

    On May 13, 1999, Learn2 acquired all of the outstanding common stock of
Panmedia and accounted for the transaction as a pooling-of-interests. Learn2
exchanged 1,543,860 shares of Learn2 common stock for all the outstanding common
shares of Panmedia. Accordingly, the accompanying consolidated financial
statements and footnotes for the years ended December 31, 1999 and 1998 have
been restated to include the operations of Panmedia.

    For the year ended December 31, 1998, Panmedia's revenues were approximately
$1.1 million. For the year ended December 31, 1998, Panmedia's net income was
approximately $347,000. For the period from January 1, 1999 through May 13,
1999, prior to acquisition, Panmedia's revenues and net income were
approximately $631,000 and $17,000, respectively.

PURCHASE TRANSACTIONS

VIAGRAFIX ACQUISITION

    On August 23, 1999, Learn2 acquired all of the outstanding stock of
ViaGrafix Corporation ("ViaGrafix"), a publicly traded company. Under the terms
of the agreement, Learn2 issued approximately 10.7 million shares of its common
stock. This represented 1.846 shares for each share of ViaGrafix common stock
outstanding. The total value of the transaction was approximately $62.0 million
including approximately $2.2 million of assumed liabilities, which consisted
primarily of accounts payable, accrued expenses and other current liabilities.
The transaction was accounted for using the purchase method of accounting. The
results of ViaGrafix for the period from August 23, 1999 through December 31,
1999 are included in the consolidated statements of operations for the year
ended December 31, 1999.

    Under the purchase method of accounting, the assets and liabilities acquired
were recorded based upon fair values at the date of acquisition. Learn2 recorded
approximately $15.7 million in goodwill and $14.1 million in other intangible
assets and capitalized software which were being amortized over five to twenty
years. Learn2 recorded approximately $804,000 and $365,000 in amortization
expense relating to these intangible assets during the years ended December 31,
2000 and 1999, respectively. The accompanying consolidated statement of
operations for the year ended December 31, 1999 also includes charges of
approximately $15.1 million associated with the write-off of acquired in-process
technology and approximately $1.0 million associated with a restructuring charge
which includes the write-off of redundant assets, excess office space and
employee severance.

                                      F-12
<Page>
                                LEARN2.COM, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                            AS OF DECEMBER 31, 2000

NOTE 4. BUSINESS COMBINATIONS (CONTINUED)
    As a result of the operating losses incurred by ViaGrafix, Learn2 reviewed
the recoverabilitity of the goodwill and other intangible assets associated with
its acquisition of ViaGrafix in accordance with its accounting policy for
long-lived assets. Based on an analysis of projected undiscounted cash flows,
Learn2 determined that the carrying value of such goodwill and other intangible
assets was impaired. Learn2 engaged an outside appraiser to assist with the
analysis and based upon the resulting valuation, Learn2 recognized approximately
$17.9 million in impairment charges. The impairment charge was comprised of
approximately $8.9 million of goodwill, $8.5 million of intangible assets, and
$465,000 of capitalized software. The impairment charges are equal to the
difference between the carrying amount of these assets and the estimated fair
value at December 31, 2000.

STREET TECHNOLOGIES ACQUISITION

    On February 16, 1999, Learn2 acquired all of the outstanding stock of Street
Technologies, Inc., a privately held company. To consummate the transaction,
Learn2 issued 4,948,182 shares of common stock and 21,644 shares of Series D 8%
Preferred Stock (the "Series D Preferred Stock") with an aggregate liquidation
preference of $21.6 million. On July 29, 1999, the Series D Preferred Stock was
converted into 7,214,666 shares of common stock, the day after the common
stockholders' approved the conversion. The total value of the transaction was
approximately $40.4 million including $3.1 million of assumed liabilities, which
consisted primarily of deferred revenue. The transaction was accounted for using
the purchase method of accounting. The results of Street Technologies, Inc. are
included in Learn2's consolidated statement of operations from February 16, 1999
through December 31, 1999.

    Under the purchase method of accounting, the assets and liabilities acquired
were recorded based upon fair values at the date of acquisition. Learn2 recorded
approximately $9.9 million in goodwill and $18.2 in other intangible assets and
capitalized software which are being amortized over seven to twenty years.
Learn2 recognized approximately $4.9 million and $1.5 million in amortization
expense relating to these intangible assets during the years ended December 31,
2000 and 1999, respectively. The accompanying consolidated statement of
operations for the year ended December 31, 1999 also includes approximately
$2.3 million associated with a restructuring charge which includes the write-off
of redundant assets, excess office space and employee severance.

    The following table sets forth the calculation of the purchase price for the
acquisitions (in thousands):

<Table>
<Caption>
                                       STREET TECHNOLOGIES, INC.   VIAGRAFIX    TOTAL
                                       -------------------------   ---------   --------
<S>                                    <C>                         <C>         <C>
Common and Preferred Stock issued....           $36,489             $56,776    $ 93,265
Assumed liabilities..................             3,133               2,177       5,310
Acquisition costs....................               782               3,042       3,824
                                                -------             -------    --------
  Total..............................           $40,404             $61,995    $102,399
                                                =======             =======    ========
</Table>

                                      F-13
<Page>
                                LEARN2.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 2000 (CONTINUED)

NOTE 4. BUSINESS COMBINATIONS (CONTINUED)

    The purchase price of the acquisitions were allocated to the net assets
based upon their fair values at the time of the acquisitions. Their fair values
were determined by an independent appraisal. The appraisal incorporated proven
valuation procedures and techniques. The following table sets forth the
allocation of the purchase price of the acquisitions (in thousands):

<Table>
<Caption>
                                               STREET TECHNOLOGIES, INC.   VIAGRAFIX    TOTAL
                                               -------------------------   ---------   --------
<S>                                            <C>                         <C>         <C>
Current assets...............................           $ 1,763             $13,077    $ 14,840
Fixed assets.................................               343               3,407       3,750
Other assets.................................               490                 693       1,183
Capitalized software.........................            14,717               1,768      16,485
Intangible assets............................             3,519              12,300      15,819
Acquired in-process technology...............             9,677              15,100      24,777
Goodwill.....................................             9,895              15,650      25,545
                                                        -------             -------    --------
  Total assets acquired......................           $40,404             $61,995    $102,399
                                                        =======             =======    ========
</Table>

    The following table sets forth the cash utilized and acquired in the
acquisitions (in thousands):

<Table>
<Caption>
                                                STREET TECHNOLOGIES, INC.   VIAGRAFIX    TOTAL
                                                -------------------------   ---------   --------
<S>                                             <C>                         <C>         <C>
Cash acquired.................................            $774               $9,566     $10,340
Less: acquisitions costs......................            (782)              (3,042)     (3,824)
                                                          ----               ------     -------
Net cash (utilized) acquired in acquisitions,
  net of acquisition costs....................            $ (8)              $6,524     $ 6,516
                                                          ====               ======     =======
</Table>

    Acquired in-process technology has been expensed as a charge against
operations and is included in the accompanying consolidated statement of
operations for the year ended December 31, 1999. The amount allocated to
acquired in-process technology relates to projects that had not yet reached
technological feasibility and that, until completion of development, had no
alternative future use. These projects required substantial development and
testing prior to reaching technological feasibility.

    The following unaudited pro forma information has been prepared assuming
that the acquisitions of ViaGrafix and Street Technologies, Inc. had taken place
at the beginning of the respective periods presented. The pro forma financial
information is not necessarily indicative of the combined results that may occur
in the future.

<Table>
<Caption>
                                                              PRO FORMA FOR THE
                                                                 YEARS ENDED
                                                                DECEMBER 31,
                                                            ---------------------
                                                              1999        1998
                                                            ---------   ---------
                                                                 (UNAUDITED)
                                                            (IN THOUSANDS, EXCEPT
                                                               PER SHARE DATA)
<S>                                                         <C>         <C>
Revenue...................................................   $28,702     $25,241
Loss from operations......................................   (34,937)     (8,530)
Net loss available to common shareholders.................   (33,504)    (16,808)
Loss per share............................................     (0.73)      (0.51)
</Table>

                                      F-14
<Page>
                                LEARN2.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 2000 (CONTINUED)

NOTE 5. CERTAIN CONSOLIDATED BALANCE SHEET COMPONENTS

    Inventories consisted of the following:

<Table>
<Caption>
                                                                 DECEMBER 31,
                                                              -------------------
                                                                2000       1999
                                                              --------   --------
                                                                (IN THOUSANDS)
<S>                                                           <C>        <C>
Raw materials...............................................   $  577      $375
Finished goods..............................................      916       422
                                                               ------      ----
                                                               $1,493      $797
                                                               ======      ====
</Table>

    Fixed assets, at cost consisted of the following:

<Table>
<Caption>
                                                                      DECEMBER 31,
                                                    DEPRECIABLE    -------------------
                                                    LIFE (YEARS)     2000       1999
                                                    ------------   --------   --------
                                                                     (IN THOUSANDS)
<S>                                                 <C>            <C>        <C>
Land..............................................                  $  315     $  430
Building and leasehold improvements...............        5-39       2,232      2,532
Equipment.........................................         3-7       4,344      2,520
Furniture and fixtures and other..................         3-7         661        670
                                                                    ------     ------
                                                                     7,552      6,152
Less: accumulated depreciation and accumulated
  amortization....................................                  (2,571)    (1,605)
                                                                    ------     ------
                                                                    $4,981     $4,547
                                                                    ======     ======
</Table>

    Depreciation expense related to fixed assets was approximately
$1.1 million, $708,000, and 1.8 million in 2000, 1999 and 1998, respectively.

    During 2000, Learn2 disposed of approximately $792,000 of fixed assets as a
result of a reduction in capacity and recognized a gain on those assets of
$46,000 in the December 31, 2000 consolidated financial statements. In 1999,
Learn2 wrote-off approximately $1.4 million of redundant fixed assets in
connection with the acquisition of Street Technologies, Inc. During 1998, Learn2
disposed of approximately $1.8 million of fixed assets as a result of a
reduction in capacity and recognized a loss in the December 31, 1998
consolidated financial statements related to the disposition of these assets of
approximately $1.5 million.

                                      F-15
<Page>
                                LEARN2.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 2000 (CONTINUED)

NOTE 5. CERTAIN CONSOLIDATED BALANCE SHEET COMPONENTS (CONTINUED)
    Intangible assets consisted of the following:

<Table>
<Caption>
                                                                DECEMBER 31,
                                                             -------------------
                                                               2000       1999
                                                             --------   --------
                                                               (IN THOUSANDS)
<S>                                                          <C>        <C>
Assembled workforce........................................   $1,954    $ 2,841
Customer lists.............................................    2,080      4,561
Tradenames.................................................    3,229      8,778
                                                              ------    -------
                                                               7,263     16,180
Less: accumulated amortization.............................   (2,252)      (923)
                                                              ------    -------
                                                              $5,011    $15,257
                                                              ======    =======
</Table>

    Amortization expense related to intangible assets was approximately
$1.7 million and $923,000 in 2000 and 1999, respectively. Amortization expense
in 1998 was immaterial.

    Accrued expenses consisted of the following:

<Table>
<Caption>
                                                                 DECEMBER 31,
                                                              -------------------
                                                                2000       1999
                                                              --------   --------
                                                                (IN THOUSANDS)
<S>                                                           <C>        <C>
Payroll and related.........................................   $  598     $  849
Restructuring...............................................       --        691
Acquisition.................................................       --        643
Royalties...................................................      198        192
Legal and corporate.........................................      640        555
Interest and taxes..........................................      624         57
Due to factor...............................................      752         --
Other.......................................................      719      1,028
                                                               ------     ------
                                                               $3,531     $4,015
                                                               ======     ======
</Table>

    During 2000 Learn2 entered into a financing arrangement, expiring June 1,
2001, with a lender. The arrangement provides for sale, assignment and transfer
of certain trade receivables, as defined. Based upon the terms of the
arrangement, the lender may return any of the transferred trade receivables not
collected in ninety days of original invoice date. As of December 31, 2000,
Learn2 transferred approximately $1.2 million of trade receivables, and was
obligated to the lender for $752,000 (included in other accrued expenses above),
and recorded $51,000 in financing expenses at a rate of 5%.

NOTE 6. CONVERTIBLE DEBENTURE

    On March 10, 2000, Learn2 sold a three year, $10.0 million, 6% convertible
debenture and a warrant to purchase 337,268 shares of common stock to an
investor. The debenture is convertible at any time at the option of the holder
at a conversion price of $0.41 (as reset on March 10, 2001) per share and is
subject to anti-dilution provisions. Under certain conditions, the debenture
automatically converts after one year. The conversion price of the debenture may
be reset to the market value of

                                      F-16
<Page>
                                LEARN2.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 2000 (CONTINUED)

NOTE 6. CONVERTIBLE DEBENTURE (CONTINUED)
Learn2's common stock on the second anniversary of the issuance of the
convertible debenture if the price of Learn2's common stock declines below
$0.41. Learn2 will record additional interest expense as a result of the reset
of the original conversion price from $6.00 to $0.41 during the first quarter of
2001.

    The warrant to purchase 337,268 shares of Learn2's common stock is
exercisable for a five-year period at $7.41 per share. The fair value of the
warrant of $1.0 million has been recorded as a debt discount to be amortized
over the life of the related debt.

    On April 13, 2001, the holder executed a waiver, agreeing not to exercise
any of its rights under the debenture to declare an event of default or convert
the debenture with certain exceptions as provided in the waiver; with respect to
Learn2's failure to register shares of common stock, issuable as a result of the
conversion price reset on March 10, 2001, provided that Learn2 filed a
registration statement within 30 days after the date the waiver would have
expired and such registration statement is declared effective by the Securities
and Exchange Commission within 90 days after such date.

    On April 19, 2001, in connection with the merger, the holder executed a new
waiver agreeing not to exercise any of its rights under the debenture to declare
an event of default or convert the debenture with certain exceptions as provided
in the waiver. Except as set forth in the second succeeding sentence, the new
waiver expires upon the earlier of (x) the termination of the merger agreement,
(y) September 30, 2001 and (z) the date of the occurrence of an event of default
under the $2 million convertible promissory note issued to E-Stamp by Learn2.
The dates between April 19, 2001 and the expiration of the new waiver are
referred to as the standstill period. However with respect to an event of
default caused by Learn2's failure to register shares of common stock, issuable
as a result of the conversion price reset on March 10, 2001, the new waiver
would not expire and would remain effective if Learn2 files a registration
statement within 30 days after the end of the standstill period covering the
shares of Learn2 common stock issuable under the debenture following the reset
of the conversion price of the debenture and such registration statement is
declared effective by the Securities and Exchange Commission within 90 days
after the end of the standstill period.

    Because Learn2 cannot control the cure for events of default under the
debenture, Learn2 will reclassify the debenture as a current liability as of
March 31, 2001.

    On August 2, 2001, Learn2's common stock was delisted from the Nasdaq
National Market and began trading on the OTC Bulletin Board. The delisting of
Learn2's common stock from the Nasdaq National Market is an event of default
under Learn2's $10 million convertible debenture. The holder of Learn2's
$10 million convertible debenture could declare the convertible debenture due
and payable upon the earlier of (x) the termination of the merger agreement, (y)
September 30, 2001 and (z) the date of occurrence of an event of default under
the $2 million convertible promissory note issued to E-Stamp by Learn2.

NOTE 7. PRIVATE PLACEMENTS

    In May 1998, Learn2 sold, pursuant to a private placement, Secured
Promissory Notes ("Notes") in the aggregate principal amount of $4,500,000 and
warrants for 675,000 shares of common stock at an exercise price of $0.01 per
share. Learn2 allocated approximately $1,200,000 of the proceeds from the Notes
to the warrants based on the relative fair values of the Notes and the warrants.
Accordingly,

                                      F-17
<Page>
                                LEARN2.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 2000 (CONTINUED)

NOTE 7. PRIVATE PLACEMENTS (CONTINUED)
Learn2 amortized the related debt discount to interest expense over the period
from May 6, 1998 (date of issuance) to July 13, 1998. All of such warrants were
exercised in June 1998. On July 9, 1998, Learn2 obtained stockholder approval
for, among other things, an increase in its authorized common stock (the
"Certificate of Amendment") at its 1998 Annual Meeting of Stockholders. The
Certificate of Amendment was filed on July 10, 1998. On July 13, 1998, the
holders of the Notes exchanged the Notes for 4,500 shares of Learn2's Series B
Convertible Preferred Stock, $0.01 par value per share and warrants to purchase
1,125,000 shares of common stock at an exercise price of $0.01 per share. Learn2
allocated $3,000,000 to Series B Convertible Preferred Stock and $1,500,000 to
warrants in accounting for the exchange.

    In May 1998, Learn2 also sold, pursuant to a private placement, shares of
Series A Preferred Stock in the aggregate amount of $5,500,000 and warrants for
1,375,000 shares of common stock at an exercise price of $0.01 per share. Learn2
allocated approximately $2,500,000 of the proceeds from the Series A Preferred
Stock to the warrants based on the relative fair values of the Series A
Preferred Stock and the warrants. All of such warrants were exercised in
June 1998. On July 13, 1998, after the Certificate of Amendment was approved by
Learn2's stockholders and was filed with the Secretary of State of the State of
Delaware, the exchange of 5,500 shares of Series A Preferred Stock for
5,500 shares of Series B Convertible Preferred Stock was effected. As of
December 31, 1999, all shares of Series A and Series B Convertible Preferred
Stock were converted into common stock.

    For the year ended December 31, 1998, Learn2 was required to increase the
loss attributable to common stockholders, as a result of the beneficial
conversion feature which arose due to the increase in the market price of the
Company's common stock from the date Learn2 received commitments with respect to
the $10,000,000 financing (April 20, 1998) to the date of issuance of the
Series B Convertible Preferred Stock (July 13, 1998). The beneficial conversion
feature is based upon the difference between the market price of the 5,000,000
shares of common stock into which the Series B Convertible Preferred Stock is
convertible and the carrying value of the Series B Convertible Preferred Stock
on the date of authorized issuance, but is limited (as discussed above) to the
proceeds received with respect to each security issued. As Learn2 allocated
$3,000,000 of proceeds to the Series B Convertible Preferred Stock and
approximately $2,500,000 of proceeds to the Series A Preferred Stock, the amount
of the beneficial conversion feature is approximately $5,500,000. The one-time
occurrence was accounted as a non-cash dividend and had no effect on Learn2's
net loss or aggregate stockholders' equity.

    In December 1998, Learn2 sold, pursuant to a subscription agreement,
1,666,667 shares of common stock for $5,000,000, or $3.00 per share and rights
to purchase an additional 100,000 and 650,000 shares of common stock for $0.01
and $4.50, respectively, to Fletcher International Limited ("Fletcher"). In
January 1999, the above agreement was amended and Learn2 granted a new right to
Fletcher to purchase an additional 100,000 shares of common stock for $0.01 per
share.

    In November 1999, Learn2 granted an additional right to Fletcher to purchase
50,000 shares of common stock for $0.01 per share as settlement for our
obligations incurred due to the late effectiveness of a registration statement.
The value of the additional shares issued was approximately $147,000 and was
recorded as an additional financing cost.

                                      F-18
<Page>
                                LEARN2.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 2000 (CONTINUED)

NOTE 8. NON-RECURRING AND RESTRUCTURING CHARGES

    During the second quarter of 2000, Learn2 completed the integration of the
ViaGrafix and Panmedia mergers which began in 1999. As a result, Learn2 recorded
a non-recurring charge of $641,000, primarily for serverance.

    In May 1999, Learn2 recorded a non-recurring charge of $277,000 for
transaction costs associated with the Panmedia merger.

    During 1999, Learn2 recorded a charge of approximately $2.3 million of
incurred direct costs primarily related to the acquisition of Street
Technologies, Inc. and Learn2's reorganization plans to integrate the operations
of Street Technologies, Inc. and Learn2. The charges were primarily comprised of
the following: approximately $1.4 million to write-off redundant assets,
$383,000 excess office space and other costs and $600,000 in employee severance
costs.

    During 1999, following the acquisition of ViaGrafix, Learn2 recorded
restructuring charges of approximately $999,000 comprised of $791,000 related to
employee severance, $40,000 representing the write-off of redundant assets and
$168,000 related to excess office space and other costs.

NOTE 9. SALE OF DESIGN CAD SOFTWARE PRODUCT LINE

    On March 8, 2000, Learn2 sold the DesignCAD software product line for
$800,000 in cash to Websoft, Inc., a privately held company, the president of
which is a former employee of Learn2. Learn2 recognized a loss on this
transaction of approximately $14,000 that is included in interest and other
income (expense), net in the consolidated statement of operations for the year
ended December 31, 2000.

NOTE 10. INCOME TAXES

    Learn2 did not provide any current or deferred United States federal income
tax provision or benefit for any of the periods presented because it has
experienced operating losses since inception. Deferred tax assets reflect the
net tax effects of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for income
tax purposes. Because Learn2's utilization of these deferred tax assets is
dependent on future profits which are not assured, a valuation allowance equal
to the deferred tax assets has been provided.

    At December 31, 2000, Learn2 had approximately $100.0 million of net
operating loss carryforwards ("NOL's") that will expire through 2020. Due to the
issuance and sale of common stock, Learn2 incurred ownership changes that will
result in a limitation of the use of NOL's incurred through the date of these
ownership changes.

                                      F-19
<Page>
                                LEARN2.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 2000 (CONTINUED)

NOTE 10. INCOME TAXES (CONTINUED)
    Significant components of Learn2's deferred income tax assets and
liabilities as of December 31, 2000 and 1999 are as follows (in thousands):

<Table>
<Caption>
                                                              2000       1999
                                                            --------   --------
<S>                                                         <C>        <C>
Net operating loss........................................  $40,000    $33,168
Other.....................................................       --      3,818
                                                            -------    -------
Net deferred tax assets...................................   40,000     36,986
Valuation allowance.......................................  (40,000)   (36,986)
                                                            -------    -------
Net asset.................................................  $    --    $    --
                                                            =======    =======
</Table>

    Prior to being acquired by Learn2, Panmedia elected S Corporation status for
federal and state income tax reporting purposes. As a result, Panmedia's
earnings prior to the acquisition date are taxable directly to its shareholders.
Learn2 remains liable, however, for the State of California taxes that are
imposed on S Corporations.

NOTE 11. STOCKHOLDERS' EQUITY

PREFERRED STOCK

    In February 1999, Learn2 issued 21,644 shares of Series D Convertible
Preferred Stock in connection with the acquisition of Street Technologies, Inc.
which were converted into 7,214,666 shares of common stock in the third quarter
of 1999. There are no shares of Preferred Stock issued or outstanding as of
December 31, 2000.

                                      F-20
<Page>
                                LEARN2.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 2000 (CONTINUED)

NOTE 11. STOCKHOLDERS' EQUITY (CONTINUED)

STOCK INCENTIVE PLANS

    The Learn2 Stock Incentive Plans (collectively the "Plans") allow Learn2 to
grant options to certain employees, and outside directors allowing them to
purchase common stock under one of several incentive stock option plans. Learn2
assumed options outstanding under stock option plans in connection with its
acquisitions of Street Technologies, Inc. and ViaGrafix totaling 2,897,147
shares on an as-converted basis. The exercise prices represent the estimated
fair value of the options at the date of grant adjusted for the conversion ratio
relating to the acquisitions. Under the Plans, Learn2 may grant options to its
employees and outside directors for up to 9,473,871 shares of common stock. As
of December 31, 2000 the Plans had 6,977,644 option shares outstanding and
2,496,227 shares available to grant. Of the 6,977,644 shares outstanding, 21,250
shares are subject to an Option Share Repurchase Agreement with certain
stockholders.

    Pursuant to the Option Share Repurchase Agreement, Learn2 had the right to
purchase up to 948,000 shares of common stock from certain stockholders at
$0.003 per share. Learn2 may invoke this right in the event certain outstanding
options are exercised. Learn2 intends to satisfy its obligations to issue shares
of common stock upon any exercise of such options by delivering to the
exercising optionee(s) shares of treasury stock, thereby resulting in no change
in the number of outstanding shares of common stock. All of the 21,250 shares
remaining under the Option Share Repurchase Agreement have corresponding option
grants. Transactions in stock options under the Plans are summarized as follows:

<Table>
<Caption>
                                 OPTION SHARE
                                  REPURCHASE    WEIGHTED AVERAGE     STOCK      WEIGHTED AVERAGE
                                  AGREEMENT      EXERCISE PRICE     OPTIONS      EXERCISE PRICE
                                 ------------   ----------------   ----------   ----------------
<S>                              <C>            <C>                <C>          <C>
Balance at December 31, 1997...      51,000          $2.24          1,041,265        $4.96
Granted........................          --             --            516,825         1.72
Exercised......................     (41,500)          0.63           (308,115)        2.65
Reassigned.....................      69,000           1.25            (69,000)        1.25
Canceled.......................     (33,000)          3.56           (998,200)        4.90
                                    -------          -----         ----------        -----
Balance at December 31, 1998...      45,500          $1.25            182,775        $1.44
Granted........................          --             --          7,686,850         3.60
Assumed........................          --             --          2,897,147         3.52
Exercised......................          --             --           (365,013)        1.57
Canceled.......................     (24,250)          1.25           (598,176)        4.47
                                    -------          -----         ----------        -----
Balance at December 31, 1999...      21,250          $1.25          9,803,583        $3.55
Granted........................          --             --          2,912,200         2.61
Exercised......................          --             --           (819,865)       (1.89)
Canceled.......................          --             --         (4,939,524)       (3.92)
                                    -------          -----         ----------        -----
Balance at December 31, 2000...      21,250          $1.25          6,956,394        $3.06
                                    =======          =====         ==========        =====
</Table>

                                      F-21
<Page>
                                LEARN2.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 2000 (CONTINUED)

NOTE 11. STOCKHOLDERS' EQUITY (CONTINUED)
    Transactions in stock options to employees, directors and consultants
outside the Plans are summarized as follows:

<Table>
<Caption>
                                                      STOCK      WEIGHTED AVERAGE
                                                     OPTIONS      EXERCISE PRICE
                                                    ----------   ----------------
<S>                                                 <C>          <C>
Balance at December 31, 1997......................     737,500        $3.76
Granted...........................................   3,056,500         1.98
Exercised.........................................     (11,000)        1.32
Canceled..........................................    (956,000)        3.26
                                                    ----------        -----
Balance at December 31, 1998......................   2,827,000        $2.02
Granted...........................................          --
Exercised.........................................  (1,655,222)        1.99
Canceled..........................................    (682,289)        2.04
                                                    ----------        -----
Balance at December 31, 1999......................     489,489        $2.08
Granted...........................................          --
Exercised.........................................    (305,223)        1.84
Canceled..........................................     (29,266)        4.43
                                                    ----------        -----
Balance at December 31, 2000......................     155,000        $1.90
                                                    ==========        =====
</Table>

    In May 1998, Learn2 exchanged with two board members their options to
purchase 715,000 shares of common stock with an exercise price of $0.01 per
share for 765,000 shares of common stock. Learn2 recognized a compensation
charge of $1,377,000 related to this stock issuance.

    In February 1999, three members of the Board of Directors exercised options
to purchase 960,000 shares of common stock for an aggregate amount of
approximately $1.9 million. In connection with these exercises, Learn2 received
promissory notes from these directors in the approximate amount of
$1.7 million. The notes are due in 2004 and accrue interest at rates between 6%
and 7%.

    On February 16, 1999, options to purchase 1,818,500 shares of Learn2's
common stock were granted to certain employees of Street Technologies, Inc. as
an inducement to retain the services of these employees. These options were all
granted at fair market value on the date of grant and vest over a period of
three to four years.

    On May 13, 1999, options to purchase 600,000 shares of Learn2's common stock
were granted to certain employees of Panmedia as an inducement to retain the
services of these employees. These options were all granted at fair market value
on the date of grant and vest over a period of three to four years.

    On August 23, 1999, options to purchase 3,237,500 shares of Learn2's common
stock were granted to certain employees of ViaGrafix as an inducement to retain
the services of these employees. These options were all granted at fair market
value on the date of acquisition by Learn2 and vest over a period of four years.

    The Learn2 Non-Employee Directors Plan ("Directors Plan"), adopted in 2000,
allows Learn2 to grant options to its non-employee directors for up to 2,500,000
shares of common stock. As of December 31, 2000, the Directors Plan had 975,000
option shares outstanding and 1,525,000 available for grant.

                                      F-22
<Page>
                                LEARN2.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 2000 (CONTINUED)

NOTE 11. STOCKHOLDERS' EQUITY (CONTINUED)
    Transaction in stock options to outside non-employee directors are
summarized as follows:

<Table>
<Caption>
                                                       STOCK     WEIGHTED AVERAGE
                                                      OPTIONS     EXERCISE PRICE
                                                      --------   ----------------
<S>                                                   <C>        <C>
Balance at December 31, 1999........................       --         $  --
Granted.............................................  975,000          2.00
Exercised...........................................       --            --
Canceled............................................       --            --
                                                      -------         -----
Balance at December 31, 2000........................  975,000         $2.00
                                                      =======         =====
</Table>

    The following table summarizes information about the Plans and non-plan
stock options outstanding at December 31, 2000:

<Table>
<Caption>
                                   TOTAL OPTIONS OUTSTANDING             TOTAL OPTIONS EXERCISABLE
                           ------------------------------------------   ----------------------------
                                          WEIGHTED
                                           AVERAGE
                                          REMAINING       WEIGHTED                       WEIGHTED
                             NUMBER      CONTRACTUAL      AVERAGE         NUMBER         AVERAGE
RANGE OF EXERCISE PRICES   OUTSTANDING      LIFE       EXERCISE PRICE   EXERCISABLE   EXERCISE PRICE
------------------------   -----------   -----------   --------------   -----------   --------------
<S>                        <C>           <C>           <C>              <C>           <C>
      $.002-$1.90           1,458,831        6.9            $1.50          758,234          $1.39
      $1.90-$3.80           5,569,951        7.3            $2.89        2,526,922          $2.62
      $3.80-$5.69             689,775        8.6            $4.17           39,855          $4.80
      $5.69-$7.59             383,087        5.6            $6.34          137,928          $6.61
      $7.60-$9.49               6,000         .5            $7.96            6,000          $7.97
                            ---------        ---            -----        ---------          -----
                            8,107,644                                    3,468,939
                            =========                                    =========
</Table>

    Options vest over varying time periods ranging from zero to six years.
During 1998, 527,500 outstanding options were repriced at the then current
market value. Such options are included in both the granted and canceled options
reported in the above schedule.

    Learn2 adopted SFAS No. 123, "Accounting for Stock Based Compensation",
during 1996 and elected to continue to apply the intrinsic value method provided
under APB Opinion No. 25 and related interpretations in accounting for its stock
based compensation plans described above. If compensation costs for Learn2's's
stock-based compensation plans had been determined under the fair value method,
Learn2's net loss available to common shareholders per share would have been
increased to the pro forma amounts indicated below:

<Table>
<Caption>
                                                                    2000       1999       1998
                                                                  --------   --------   --------
<S>                                                  <C>          <C>        <C>        <C>
Net loss (in thousands)............................. As Reported  $(37,990)  $(41,036)  $(16,428)
                                                     Pro forma     (40,972)   (54,490)   (19,177)

Basic and diluted loss per common share............. As Reported  $  (0.72)  $  (1.06)  $  (0.92)
                                                     Pro forma    $  (0.78)  $  (1.40)  $  (1.07)
</Table>

    The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions: no expected dividend yield; expected volatility of 124%; risk free
interest rate of 4.62%; and expected lives of two to ten years,

                                      F-23
<Page>
                                LEARN2.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 2000 (CONTINUED)

NOTE 11. STOCKHOLDERS' EQUITY (CONTINUED)
depending on the characteristics of the individual grants. The pro forma amounts
are based upon assumptions that Learn2's management believes are reasonable. The
assumptions used in option pricing models significantly affect the estimated
value of stock benefits and, accordingly, the pro forma amounts do not purport
to represent Learn2's results of operations for any future period.

    On April 10, 2001, Learn2's Board of Directors approved a plan under which
each director, officer and employee would be given the opportunity to exchange
their existing stock options for new stock options with an exercise price of
$0.25 per share, subject to a new vesting schedule. Four members of Learn2's
Board of Directors have agreed that their previously vested stock options would
be subject to an additional one year of vesting.

    On April 10, 2001, three members of Learn2's board of directors were granted
stock options to purchase 1,000,000, 165,000 and 300,000, respectively, shares
of common stock at an exercise price of $0.25 per share. Such options are
subject to a one-year vesting period. These options were all granted at or above
fair market value on the date of grant.

    On April 10, 2001, Learn2's President and Chief Executive Officer was
granted stock options exercisable to purchase 825,000 shares of common stock at
an exercise price of $0.25 per share, subject to a three-year vesting schedule.
These options were all granted at or above fair market value on the date of
grant.

    In lieu of paying $26,500 in director fees for his services as a director
during fiscal year 2000, on April 10, 2001, a director was granted stock options
exercisable to purchase 60,000 shares of common stock at an exercise price of
$0.25 per share. Such options are subject to a one-year vesting period. These
options were all granted at or above fair market value on the date of grant.

WARRANTS

    In 2000, the board of directors approved the grant of a warrant to purchase
250,000 shares of common stock at $1.31 per share in connection with the
execution of a consulting agreement. The warrant became exercisable as follows,
40% upon inception, 40% on December 31, 2000, and 20% on June 2, 2001. The
warrant was valued using the Black Scholes option-pricing model. In accordance
with EITF 00-18, "Accounting Recognition for Certain Transaction Involving
Equity Instruments Granted to Other than Employees", the warrant is being
accounted for under the variable method of accounting and, accordingly, is
required to be revalued to fair market value at each reporting period until such
time the warrant is exercised or the service period is complete. Non-cash
consulting expense related to the warrant for the year ended December 31, 2000
was approximately $11,000.

    In 2000, the board of directors approved the grant of warrants to purchase
150,000 shares of common stock with exercise prices ranging from $0.94 to $2.00
in connection with the execution of a consulting agreement. The warrant was
valued using the Black Scholes option-pricing model. As the warrant vested
immediately upon grant and is non-forfeitable, the warrant is being accounted
for under the fixed method of accounting, and, accordingly, the value of the
warrant of $87,000 is included in other current assets in the accompanying
consolidated balance sheet as of December 31, 2000 and is being amortized over
the life of the agreement. Amortization expense related to this asset for the
year ended December 31, 2000 was approximately $5,000.

                                      F-24
<Page>
                                LEARN2.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 2000 (CONTINUED)

NOTE 11. STOCKHOLDERS' EQUITY (CONTINUED)
    Learn2 entered into certain advisory service agreements in 1999 and issued
warrants totaling 1,000,000 shares of common stock with exercise prices ranging
from $3.00 to $7.50 per share. The warrants were valued using the Black Scholes
option-pricing model. One warrant totaling 250,000 shares vested immediately
upon grant and is non-forfeitable, the warrant was accounted for under the fixed
method, and, accordingly, the value of the warrant was recorded as a prepaid
expense and was amortized over the life of the agreement. The remaining
warrants, totaling 750,000 shares were for various advisory agreements with
vesting periods ranging from eight months to two years and are non-forfeitable.
As a result, the value of the warrants was recorded as a prepaid expense and
were amortized over the life of the various agreements. As of December 31, 2000,
the services required under these contracts have been completed and/or the
service periods have expired. As of December 31, 2000 all of these warrants were
outstanding. In May 1999, as part of a settlement of litigation, Learn2 issued
warrants to purchase 25,126 shares of common stock with an exercise price of
$5.97. The value of the warrant, approximately $150,000, was immediately
expensed. As of December 31, 2000, this warrant has not been exercised.

    In connection with the convertible debenture (Note 6), Learn2 issued a
warrant to purchase 337,268 shares of our common stock, exercisable at $7.41 per
share with a five-year exercise period. The fair value of the warrant of
approximately $1.0 million has been recorded as a debt discount and is being
amortized over the life of the related debt.

    In May 1998, in connection with the private placements (Note 7), Learn2
issued warrants to purchase 675,000 and 1,375,000 shares of common stock at an
exercise price of $0.01 per share. Learn2 allocated approximately $1,200,000 and
$2,500,000, respectively, of the total proceeds of $10,000,000 to these
warrants. All of the warrants were exercised in June 1998. In connection with
the exchange of the Notes (Note 7) issued in the above mentioned private
placement, Learn2 issued additional warrants to purchase 1,125,000 shares of
common stock at an exercise price of $0.01 per share. In 1999 and 1998, 750,000
and 375,000, respectively shares of common stock were issued upon the exercise
of these warrants.

    In December 1998, as part of the stock subscription agreement between Learn2
and Fletcher (See Note 7), Learn2 issued rights to purchase an additional
100,000 and 650,000 shares of common stock for $0.01 and $4.50 per share,
respectively. In January 1999, the above agreement was amended and a new right
was granted to Fletcher for an additional 100,000 shares of common stock for
$0.01 per share. As of December 31, 2000, 650,000 shares, exercisable at $4.50
per share remain outstanding. The fair value of the rights issued to Fletcher
was treated as additional financing costs.

NOTE 12. MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK

    SFAS No. 105, "Disclosure of Information About Financial Instruments with
Off-Balance-Sheet Risk and Financial Instruments with Concentrations of Credit
Risk", requires disclosure of any significant off balance sheet and credit risk
concentration. Learn2 has no significant off-balance-sheet concentration of
credit risk such as foreign currency exchange contracts or other hedging
arrangements. Financial instruments that subject Learn2 to credit risk are
accounts receivable. Learn2 places its temporary cash in financial institutions.
No customer represented greater than 10% of Learn2's total net revenues in 2000
or 1999. For the year ended December 31, 1998, two customers represented
approximately 43% of Learn2's total net revenues.

                                      F-25
<Page>
                                LEARN2.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 2000 (CONTINUED)

NOTE 12. MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (CONTINUED)
    Two customers represented approximately 16.5% and 12.0%, respectively, of
accounts receivable as of December 31, 2000.

    Learn2 does not require collateral from its customers. Its credit policy is
in accordance with normal industry trade and credit terms. During 2000, Learn2
recognized a bad debt from one customer who filed for bankruptcy totaling
$385,000.

NOTE 13. EMPLOYEE BENEFIT PLANS

    Learn2 sponsors 401(k) plans for its employees allowing employees that
qualify for participation under the plans to contribute up to 15% of their
salary, before taxes, subject to a maximum contribution limit determined by the
Internal Revenue Service. Learn2 matches 50% of participant contributions up to
a maximum of 6% of a participant's salary. For the years ended December 31,
2000, 1999 and 1998, Learn2 made contributions to the plans of approximately
$250,000, $104,000 and $148,000, respectively. Learn2 does not provide any
post-retirement benefits other than the 401(k) plans.

NOTE 14. COMMITMENTS AND CONTINGENCIES

(A) LEASES

    Learn2 leases office facilities in New York, Colorado and California and
certain office equipment under operating leases that expire at various dates
through 2004. Rental expense for operating leases amounted to approximately
$340,000, $397,000 and $462,000 for 2000, 1999 and 1998, respectively.

    Learn2's minimum payments under leases at December 31, 2000 are
approximately $610,000 in 2001, $610,000 in 2002, $455,000 in 2003, and $314,000
in 2004. There are no rental commitments beyond 2004.

(B) LITIGATION

    On May 22, 1998, a lawsuit was filed in the United States District Court for
the Northern District of Texas by Jonathan L. Gordon, as a putative class action
against ViaGrafix Corporation and certain of its officers and directors claiming
violations of the Securities Act of 1993 for alleged misrepresentations and
omissions in ViaGrafix's prospectus issued in connection with its initial public
offering made in March 1998. On February 1, 2001, a United States District Judge
for the Northern District of Texas, entered a judgment dismissing, with
prejudice, the lawsuit. On February 16, 2001, plaintiffs agreed not to take any
steps to vacate, modify or amend that judgment, and Learn2 agreed not to seek
recovery of their attorney's fees or costs against the plaintiffs.

    In addition, Learn2 is involved in certain other legal proceedings and
claims in the ordinary course of our business. Learn2 is vigorously contesting
all such matters and management believes that their ultimate resolution will not
have a materially adverse effect on its consolidated financial position, results
of operations or cash flows.

                                      F-26
<Page>
                                LEARN2.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      AS OF DECEMBER 31, 2000 (CONTINUED)

NOTE 15. INDUSTRY SEGMENTS

    Based on the criteria established by SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information," Learn2 operates in two
principal business segments: Learning Services and Broadcast Messaging Services.
SFAS No. 131 establishes standards for the way public business enterprises
report information about operating segments. It also establishes standards for
related disclosures about products and services, geographic areas, and major
customers. Management evaluates the performance of each segment on their
respective revenues and gross profits. Learn2 does not allocate corporate
overhead costs between the two segments. Management does not believe that
allocating these expenses is material in evaluating each segment's performance.

    The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. Intersegment revenues, which
relate primarily to intercompany sales are valued at substantially the same
rates and prices charged to external customers. The following tables set forth
industry segment information for the years ended December 31, 2000, 1999, and
1998 (in thousands).

<Table>
<Caption>
                                                            REVENUES                       GROSS PROFIT
                                                 ------------------------------   ------------------------------
                                                   2000       1999       1998       2000       1999       1998
                                                 --------   --------   --------   --------   --------   --------
<S>                                              <C>        <C>        <C>        <C>        <C>        <C>
Learning Services..............................  $17,932    $10,311     $2,674    $13,487    $ 8,019     $2,202
Broadcast Messaging Services...................    4,308      1,970         --      2,331      1,027         --
Intersegment elimination.......................     (170)       (60)        --       (128)       (49)        --
                                                 -------    -------     ------    -------    -------     ------
  Total........................................  $22,070    $12,221     $2,674    $15,690    $ 8,997     $2,202
                                                 =======    =======     ======    =======    =======     ======
</Table>

<Table>
<Caption>
                                                                   IDENTIFIABLE ASSETS
                                                              ------------------------------
                                                                2000       1999       1998
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Learning Services...........................................  $49,918    $74,987    $13,419
Broadcast Messaging Services................................      403        638         --
                                                              -------    -------    -------
  Total.....................................................  $50,321    $75,625    $13,419
                                                              =======    =======    =======
</Table>

    Revenues from international sales represent 7.9% of net revenue for the year
ended December 31, 2000. Revenues from international sales for the year ended
December 31, 1999 were immaterial. There were no revenues from international
sales in 1998.

                                      F-27