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EXHIBIT A  


THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER. 



	Warrant to Purchase	 	Issue Date: December  , 2000
	          Shares	 	 






  
      SERIES A WARRANT TO PURCHASE COMMON STOCK
       of
       CLICK2LEARN.COM, INC.         


    THIS CERTIFIES that            or any subsequent holder hereof (the "Holder"), has the right to
purchase from click21earn.com, inc., a Delaware corporation (the "Company"), up to            fully paid and nonassessable shares of the
Company's Common Stock, par value $.01 per share (the "Common Stock"), subject to adjustment as provided herein, at a price equal to the Exercise Price
(as defined below), at any time beginning on the date on which this Warrant is issued (the "Issue Date") and ending at 5:00 p.m., eastern time,
on the date that is the fifth (5th) anniversary of the Issue Date (the "Expiration Date"). This Warrant is issued, and all rights
hereunder shall be, subject to all of the conditions, limitations and provisions set forth herein and in the Securities Purchase Agreement, dated as of December 8, 2000, by and among the
Company and the Purchasers named therein (the "Securities Purchase Agreement"). Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Securities Purchase Agreement. 


    1.  Exercise.  



    (a)  Right to Exercise; Exercise Price.  The Holder shall have the right to exercise this Warrant at any
time and from time to time during the period beginning on the Issue Date and ending on the Expiration Date as to all or any part of the shares of Common Stock covered hereby (the
"Warrant Shares"). The "Exercise Price" payable by the Holder in connection with the exercise of this
Warrant shall be equal to $14.61 (subject to adjustment as provided herein). 


    (b)  Exercise Notice.  In order to exercise this Warrant, the Holder shall send by facsimile
transmission, at any time prior to 7:00 p.m., eastern time, on the Business Day (as defined below) on which the Holder wishes to effect such exercise (the "Exercise
Date"), to the Company a copy of the notice of exercise in the form attached hereto as Exhibit A (the "Exercise Notice")
stating the number of Warrant Shares as to which such exercise applies and the calculation therefor. As used herein, "Business Day" shall mean any day
on which the New York Stock Exchange (the "NYSE") and commercial banks in the city of New York are open for business. The Holder shall thereafter
deliver to the Company the original Exercise Notice, the original Warrant and the Exercise Price. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares
issuable hereunder (including without limitation the calculation of any adjustment to the Exercise Price pursuant to Section 6 below), the Company shall promptly issue to the Holder the number
of Warrant Shares that are not disputed and shall submit the disputed calculations to the Company's independent accountant within two (2) Business Days following the Exercise Date. The Company
shall cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than two
Business Days following the day on which such accountant received the disputed calculations. Such accountant's calculation shall be deemed conclusive absent 








manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant. 


    (c)  Cancellation of Warrant.  This Warrant shall be canceled upon its exercise and, if this Warrant is
exercised in part, the Company shall, at the time that it delivers Warrant Shares to the Holder pursuant to such exercise as provided herein, issue a new warrant, and deliver to the Holder a
certificate representing such new warrant, with terms identical in all respects to this Warrant (except that such new warrant shall be exercisable into the number of shares of Common Stock with
respect to which this Warrant shall remain unexercised); provided, however, that the Holder shall be entitled to exercise all or any portion of such new
warrant at any time following the time at which this Warrant is exercised, regardless of whether the Company has actually issued such new warrant or delivered to the Holder a certificate therefor. 


    (d)  Expiration Upon Certain Events.  Commencing on the two-year anniversary of the Issue
Date, in the event that during any period of twenty (20) consecutive Trading Days, the Market Price of the Common Stock exceeds an amount equal to product of (i) the Exercise Price
(subject to adjustment as provided herein) and (ii) two and one-half (2.5), the Company may deliver to the Holder, as long as the Expiration Condition (as defined below) has been
satisfied, a written notice to such effect (a "Cancellation Notice") and this Warrant shall expire on the date which is five (5) Trading Days
following the business day on which such Cancellation Notice is delivered to the Holder. The term "Expiration Condition" shall mean that either
(A) the Registration Statement (as defined in the Registration Rights Agreement between the Company and the Holder) has been declared effective and is available for the resale of all of the
Warrant Shares into which this Warrant is exercisable or (B) the Warrant Shares may be sold pursuant to Rule 144(k) under the Securities Act of 1933, as amended. 


    2.  Delivery of Warrant Shares Upon Exercise.  Upon receipt of a Exercise Notice pursuant to
paragraph 1 above, the Company shall, (A) in the case of a Cashless Exercise (as defined below), no later than the close of business on the third (3rd) Business Day following the
Exercise Date set forth in such Exercise Notice, (B) in the case of a Cash Exercise (as defined below) no later than the close of business on the later to occur of (i) the third (3rd)
Business Day following the Exercise Date set forth in such Exercise Notice and (ii) such later date on which the Company shall have received payment of the Exercise Price, and (C) with
respect to Warrant Shares which are disputed as described in paragraph 1(b) above, and required to be delivered by the Company pursuant to the accountant's calculations described therein, the
close of business on the third (3rd) Business Day following the determination made pursuant to paragraph 1(b) (the "Delivery
Date"), issue and deliver or cause to be delivered to the Holder the number of Warrant Shares as shall be determined as provided herein. The Company shall effect delivery of
Warrant Shares to the Holder by, as long as the Company's designated transfer agent for the Common Stock (the "Transfer Agent") participates in the
Depository Trust Company ("DTC") Fast Automated Securities Transfer program ("FAST"), crediting the
account of the Holder or its nominee at DTC (as specified in the applicable Exercise Notice) with the number of Warrant Shares required to be delivered, no later than the close of business on such
Delivery Date. In the event that the Transfer Agent is not a participant in FAST, or if Warrant Shares are not otherwise eligible for delivery through FAST, or if the Holder so specifies in an
Exercise Notice or otherwise in writing on or before the Exercise Date, the Company shall effect delivery of Warrant Shares by delivering to the Holder or its nominee physical certificates
representing such Warrant Shares, no later than the close of business on such Delivery Date. Warrant Shares delivered to the Holder shall not contain any restrictive legend as long as the resale of
such Warrant Shares is covered by an effective Registration Statement (as defined in the Registration Rights Agreement) and such Holder represents in writing to the Company that such Warrant Shares
(i) have been or are being sold pursuant to such registration statement or pursuant to Rule 144 under the Securities Act of 1933, as amended, or 



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(ii) may be made pursuant to Rule 144(k) under the Securities Act of 1933, as amended, or any successor rule or provision. 




    3.  Failure to Deliver Warrant Shares.  



    (a)  Exercise Default.  In the event that, as a result of any action or failure to act on the part of the
Company (including without limitation a failure by the Company to have a sufficient number of shares of Common Stock authorized and reserved for issuance pursuant to exercise of the Warrants), the
Company does not deliver to a Holder certificates representing the number of Warrant Shares specified in the applicable Exercise Notice on or before the Delivery Date therefor and such failure
continues for ten (10) Business Days (an "Exercise Default"), the Company shall pay to the Holder payments ("Exercise
Default Payments") in the amount of (i) (N/365) multiplied by (ii) the aggregate Exercise Price for the Warrant
Shares which are the subject of such Exercise Default multiplied by (iii) the lower of twenty four percent (24%) and the maximum rate permitted
by applicable law, where "N" equals the number of days elapsed between the original Delivery Date for such Warrant Shares and the date on which all of such Warrant Shares are issued and delivered to
the Holder. Amounts payable under this subparagraph 3(a) shall be paid to the Holder in immediately available funds on or before the fifth (5th) Business Day of the calendar month immediately
following the calendar month in which such amount has accrued. 


    (b)  Buy-in.  Nothing herein shall limit a Holder's right to pursue actual damages for the
Company's failure to issue and deliver Warrant Shares in connection with an exercise on the applicable Delivery Date (including, without limitation, damages relating to any purchase of shares of
Common Stock by the Holder to make delivery on a sale effected in anticipation of receiving Warrant Shares upon exercise, such damages to be in an amount equal to (A) the aggregate amount paid
by the Holder for the shares of Common Stock so purchased minus (B) the aggregate amount of net proceeds, if any, received by the Holder from the
sale of the Warrant Shares issued by the Company pursuant to such exercise), and the Holder shall have the right to pursue all remedies available to it at law or in equity (including, without
limitation, a decree of specific performance and/or injunctive relief). 


    (c)  Reduction of Exercise Price.  In the event that, as a result of any action or failure to act on the
part of the Company (including without limitation a failure by the Company to have a sufficient number of shares of Common Stock authorized and reserved for issuance pursuant to exercise of the
Warrants), a Holder has not received certificates representing the Warrant Shares by the tenth (10th) Business Day following an Exercise Default, the Holder may, upon written notice to the Company,
regain on such Business Day the rights of a Holder of this Warrant, or part thereof, with respect to the Warrant Shares that are the subject of such Exercise Default, and the Exercise Price for such
Warrant Shares shall be reduced by one percent (1%) for each day beyond such 10th Business Day in which the Exercise Default continues. In such event, the Holder shall retain all of the Holder's
rights and remedies with respect to the Company's failure to deliver such Warrant Shares (including without limitation the right to receive the cash payments specified in subparagraph 3(a) above). 



    (d)  Holder of Record.  Each Holder shall, for all purposes, be deemed to have become the holder of
record of Warrant Shares on the Exercise Date of this Warrant, irrespective of the date of delivery of such Warrant Shares. Nothing in this Warrant shall be construed as conferring upon the Holder
hereof any rights as a stockholder of the Company prior to the Exercise Date. 




    4.  Exercise Limitations.  In no event shall a Holder be permitted to exercise this Warrant, or part
thereof, with respect to Warrant Shares in excess of the number of such shares, upon the issuance of which, (x) the number of shares of Common Stock beneficially owned by the Holder  plus (y)
 the number of shares of Common Stock issuable upon such exercise plus (z) the
number of shares of Common Stock that was issued to such Holder during the period of sixty (60) days immediately 


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preceding the Exercise Date for such exercise, would be equal to or exceed 9.99% of the number of shares of Common Stock then issued and outstanding. To the extent that the limitation contained in
this paragraph 4 applies, the submission of a Exercise Notice by the Holder shall be deemed to be the Holder's representation that this Warrant is exercisable pursuant to the terms hereof and
the Company shall be entitled to rely on such representation without making any further inquiry. Nothing contained herein shall be deemed to restrict the right of a Holder to exercise this Warrant, or
part thereof, at such time as such exercise will not violate the provisions of this Section 4. The limitation contained in this Section 4 shall not apply if the original Holder hereof
elected in the Securities Purchase Agreement not to be subject to such limitation. 



    5.  Payment of the Exercise Price.  The Holder may pay the Exercise Price in either of the following
forms or, at the election of Holder, a combination thereof: 


    (a) Cash
Exercise: by delivery of immediately available funds. 


    (b) Cashless
Exercise: by surrender of this Warrant to the Company together with a notice of cashless exercise, in which event the Company shall issue to the Holder the
number of Warrant Shares determined as follows: 



	 	X = Y × (A-B)/A
	 

where:	 

X = the number of Warrant Shares to be issued to the Holder;
	 

 	 

Y = the number of Warrant Shares with respect to which this Warrant is being exercised;
	 

 	 

A = the average of the Closing Bid Prices of the Common Stock for the five (5) Trading Days immediately prior to (but not including) the Exercise Date; and
	 

 	 

B = the Exercise Price;



provided, however, that the Holder may exercise this Warrant pursuant to a Cashless Exercise only if, on the Exercise Date, the resale of Warrant Shares
is not covered by an effective Registration Statement (as defined in the Registration Rights Agreement) that is available to the Holder on such date. 


    For
purposes of Rule 144 under the Securities Act of 1933, as amended, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise
transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have been commenced, on the Issue Date. 


    6.  Anti-Dilution Adjustments; Distributions; Other Events.  The Exercise Price and the
number of Warrant Shares issuable hereunder shall be subject to adjustment from time to time as provided in this Section 6. In the event that any adjustment of the Exercise Price or number of
Warrant Shares as required herein results in a fraction of a cent or fraction of a share, as applicable, such exercise Price or number of Warrant Shares shall be rounded upon or down to the nearest
cent or share, as applicable. 



    (a)  Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock during the Issue
Period.  In the event that, at any time during the period of one hundred and eighty (180) days following the Issue Date (the
"Issue Period"), the Company issues or sells, or in accordance with Section 6(c) hereof is deemed to have issued or sold, (i) any shares
of Common Stock for no consideration (other than a stock split or stock dividend) or for a consideration per share less than the $12.175 (such price, as adjusted for stock splits, stock dividends and
similar events, being referred to herein as the "Issue Price" and any such issuance or sale being referred to herein as a
"Below-Issue Price Issuance") and (ii) as a result of such Below-Issue Price Issuance, 



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together with any other Below-Issue Price Issuance(s) effected by the Company during the Issue Period, the aggregate purchase price paid to the Company is equal to or exceeds five million dollars
($5,000,000), then effective immediately upon such Below-Issue Price Issuance, the following adjustments to the terms of this Warrant will occur: 



    (A) the
Exercise Price will be adjusted in accordance with the following formula: 




	 

E'	 
 	 

=	 
 	 

(E)(P)

(IP)








	 

where:	 
 	 

 	 
 	 

 	 
 	 

 
	 

 

 	 
 
 	 

 

E'	 
 
 	 

 

=	 
 
 	 

 

the adjusted Exercise Price;
	 

 	 
 	 

E	 
 	 

=	 
 	 

the then current Exercise Price;
	 

 	 
 	 

P	 
 	 

=	 
 	 

the average amount of consideration per share received by the Company pursuant to such Below-Market Issuance(s)(calculated in accordance with paragraph 6(c) below, provided that references therein to Exercise Price shall be deemed to refer to
the Issue Price); and
	 

 	 
 	 

IP	 
 	 

=	 
 	 

the Issue Price.



Notwithstanding
the foregoing, in no event shall E' be less than seventy percent (70%) of the Issue Price. 




    (B) the
number of Warrant Shares into which this Warrant is exercisable will be adjusted in accordance with the following formula: 




	 

S'	 
 	 

=	 
 	 

(S)(IP)

(P)








	 

where:	 
 	 

 	 
 	 

 	 
 	 

 
	 

 	 
 	 

S'	 
 	 

=	 
 	 

the adjusted number of Warrant Shares into which this Warrant is exercisable;
	 

 	 
 	 

S	 
 	 

=	 
 	 

the then current number of Warrant Shares into which this Warrant is exercisable;
	 

 	 
 	 

IP	 
 	 

=	 
 	 

the Issue Price; and
	 

 	 
 	 

P	 
 	 

=	 
 	 

the lowest amount of consideration per share received by the Company pursuant to such Below-Market Issuance(s)(calculated in accordance with paragraph 6(c) below, provided that references therein to Exercise Price shall be deemed to refer to the
Issue Price).





    (b)  Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock.  Except as
otherwise provided in Sections 6(a) and 6(e) hereof, if and whenever after the initial issuance of this Warrant, the Company issues or sells, or in accordance with Section 6(c) hereof is deemed
to have issued or sold, any shares of Common Stock for no consideration (other than a 



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stock split or stock dividend) or for a consideration per share less than Exercise Price (as then in effect) (a "Dilutive Issuance"), and such Dilutive Issuance does not result in an adjustment to the
terms of this Warrant pursuant to paragraph 6(a) above, then effective immediately upon such Dilutive Issuance, the Exercise Price will be adjusted in accordance with the following formula: 



	 

E'	 
 	 

=	 
 	 

(E)(O+P/E)

(CSDO)








	 

where:	 
 	 

 	 
 	 

 	 
 	 

 
	 

 	 
 	 

E'	 
 	 

=	 
 	 

the adjusted Exercise Price
	 

 	 
 	 

E	 
 	 

=	 
 	 

the then current Exercise Price;
	 

 	 
 	 

O	 
 	 

=	 
 	 

the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance;
	 

 	 
 	 

P	 
 	 

=	 
 	 

the aggregate consideration, calculated as set forth in Section 6(b) hereof, received by the Company upon such Dilutive Issuance; and
	 

 	 
 	 

CSDO	 
 	 

=	 
 	 

the total number of shares of Common Stock Deemed Outstanding (as herein defined) immediately after the Dilutive Issuance.





    (c)  Effect on Exercise Price of Certain Events.  For purposes of determining the adjusted Exercise Price
under Section 6(b) hereof, the following will apply: 



     (i) Issuance
of Rights, Options or Convertible Securities. Subject to Section 6(c)(ii) below, if, after the date hereof, the Company in any manner issues or
grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities exercisable, convertible into or exchangeable for
Common Stock ("Convertible Securities")(such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as "Options"), and the price per share for
which Common Stock is purchasable or issuable upon the exercise of such Options is less than the Exercise Price (as then in effect) on the date of issuance of such Option or direct stock grant ("Below
Market Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full exercise, conversion or exchange of Convertible
Securities, if applicable) will, as of the date of the issuance or grant of such Below Market Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per
share. For purposes of the preceding sentence, the price per share for which Common Stock is issuable upon the exercise of such Below Market Options is determined by dividing (i) the total
amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Below Market Options, plus the minimum aggregate amount of additional consideration, if any,
payable to the Company upon the exercise of all such below Market Options, plus, in the case of Convertible Securities issuable upon the exercise of such Below Market Options, the minimum aggregate
amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by
(ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Market Options (assuming full conversion of Convertible Securities, if applicable). No
further adjustment to the Exercise Price will be made upon the exercise of such Below Market Options or upon the exercise, conversion or exchange of Convertible Securities issuable upon exercise of
such Below Market Options. 


    (ii)  Issuance of Convertible Securities.  




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    (A) If the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the
exercise of Options) and the price per share for which Common Stock is issuable upon such exercise, conversion or exchange (as determined pursuant to Section 6(c)(ii)(B) if applicable) is less
than the Exercise Price (as then in effect) on the date of issuance of such Convertible Security, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or
exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such
price per share. For the purposes of the preceding
sentence, the price per share for which Common Stock is issuable upon such exercise, conversion or exchange is determined by dividing (i) the total amount, if any, received or receivable by the
Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise,
conversion or exchange thereof at the time such Convertible Securities first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable
upon the exercise, conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuances of such Common Stock upon exercise,
conversion or exchange of such Convertible Securities. 


    (B) If
the Company in any manner issues or sells any Convertible Securities with a fluctuating or re-setting conversion or exercise price or exchange ratio
(a "Variable Rate Convertible Security"), then the price per share for which Common Stock is issuable upon such exercise, conversion or exchange for purposes of the calculation contemplated by
Section 6(c)(ii)(A) shall be deemed to be the lowest price per share which would be applicable assuming that all holding period and other conditions to any discounts contained in such
Convertible Security have been satisfied. 


    (iii)  Change in Option Price or Conversion Rate.  If there is a change at any time in (i) the
amount of additional consideration payable to the Company upon the exercise of any Options; (ii) the amount of additional consideration, if any, payable to the Company upon the exercise,
conversion or exchange of any Convertible Securities; or (iii) the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock (other than under or by reason
of provisions designed to protect against dilution), the Exercise Price in effect at such time shall be adjusted to the Exercise Price which would have been in effect had such Options or Convertible
Securities still outstanding provided for such changed additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. 


    (iv)  Treatment of Expired Options and Unexercised Convertible Securities.  If, in any case, the total
number of shares of Common Stock issuable upon exercise of any Options or upon exercise, conversion or exchange of any Convertible Securities is not, in fact, issued and the rights to exercise such
Option or to exercise, convert or exchange such Convertible Securities shall have expired or terminated, the Exercise Price then in effect will be readjusted to the Exercise Price which would have
been in effect at the time of such expiration or termination had such Options or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination (other than in
respect of the actual number of shares of Common Stock issued upon exercise or conversion thereof), never been issued. 




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    (v)  Calculation of Consideration Received.  If any Common Stock, Options or Convertible Securities are
issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions,
underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible
Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair market value
of such consideration except where such consideration consists of freely-tradable securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of
the date of receipt. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of the Board of Directors. 




    (d)  Exceptions to Adjustment of Exercise Price.  No adjustment to the Exercise Price or the number of
Warrant Shares issuable pursuant to this Warrant will be made under paragraph 6(a) or 6(b) above as a result of the issuance of any securities of the Company issued pursuant to (i) the
grant or exercise of any stock or options which may hereafter be granted or exercised under any employee, consultant or director benefit plan of the Company now existing or implemented in the future,
so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Company's Board of Directors or a majority of the members of a committee of
non-employee directors established for such purpose; (ii) any options, warrant, convertible securities or rights or agreements to purchase securities of the Company outstanding on
the date hereof; (iii) any public offerings of Equity Securities (as defined in the Securities Purchase Agreement); (iv) any Equity Securities issued for consideration other than cash
pursuant to a merger, consolidation, acquisition or similar business combination; (v) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the
Company; (vi) shares of Common Stock issued upon conversion of the Preferred Shares or exercise of the Closing Warrants; (vii) any Equity Securities issued pursuant to any equipment
leasing arrangement or debt financing from a bank or similar financial institution; or (viii) any Equity Securities issued in connection with strategic transactions involving the Company and
other entities, including (A) joint ventures, manufacturing, marketing or distribution arrangements or (B) technology transfer or development arrangements; provided, that the primary
purpose of such transaction is not the raising of capital. 


    (e)  Subdivision or Combination of Common Stock.  If the Company, at any time after the initial issuance
of this Warrant, subdivides (by any stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise) its shares of Common Stock into a greater number of shares, then after
the date of record for effecting such subdivision, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced. If the Company, at any time after the initial
issuance of this Warrant, combines (by reverse stock split, recapitalization, reorganization, reclassification or otherwise) its shares of Common Stock into a smaller number of shares, then, after the
date of record
for effecting such combination, the Exercise Price in effect immediately prior to such combination will be proportionally increased. In the event of any adjustment to the Exercise Price arising from
an event specified in this subparagraph (e), the number of shares of Common Stock into which this Warrant is exercisable will be proportionately increased or reduced, as the case may be. 


    (f)  Distributions.  If the Company or any of its subsidiaries shall at any time distribute to holders of
Common Stock (or to a holder, other than the Company, of the common stock of any such subsidiary) cash, evidences of indebtedness or other securities or assets (other than cash dividends or
distributions payable out of earned surplus or net profits for the current or the immediately preceding year) including any dividend or distribution in shares of capital stock of a 



8







subsidiary of the Company (collectively, a "Distribution") then, in any such case, the Holder of this Warrant shall be entitled to receive, at the same
time as such assets are received by a holder of such stock, an amount and type of such Distribution as though such Holder were a holder on the record date therefor of a number of shares of Common
Stock into which this Warrant is exercisable as of such record date (such number of shares to be determined at the Exercise Price then in effect and without regard to any limitation on exercise of
this Warrant that may exist pursuant to the terms hereof or otherwise). 


    (g)  Notice of Consolidation or Merger.  In the event of a merger, consolidation, business combination,
tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a
different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or there is a sale of all or substantially all the Company's
assets (a "Corporate Change"), then this Warrant shall be exercisable into such class and type of securities or other assets as the Holder would have received had the Holder exercised this Warrant
immediately prior to such Corporate Change; provided, however, that Company may not effect any Corporate Change unless (i) it (or, in the case of a tender offer, the offering party) first shall
have given twenty (20) days' notice to the Holder hereof of any Corporate Change and makes a public announcement of such event before or at the same time that it gives such notice (it being
understood that the filing by the Company of a Form 8-K for the purpose of disclosing the anticipated consummation of the Corporate Change shall constitute such a notice for
purposes of this provision) and (ii) it requires the resulting successor or acquiring entity (if not the Company) to assume by written instrument the obligations of the Company hereunder and
under the Securities Purchase Agreement and the Registration Rights Agreement. 


    (h)  Adjustments; Additional Shares, Securities or Assets.  In the event that at any time, as a result of
an adjustment made pursuant to this paragraph 6, the Holder of this Warrant shall, upon exercise of this
Warrant, become entitled to receive securities or assets (other than Common Stock) then, wherever appropriate, all references herein to shares of Common Stock shall be deemed to refer to and include
such shares and/or other securities or assets; and thereafter the number of such shares and/or other securities or assets shall be subject to adjustment from time to time in a manner and upon terms as
nearly equivalent as practicable to the provisions of this paragraph 6. 




    7.  Fractional Interests.  No fractional shares or scrip representing fractional shares shall be issuable
upon the exercise of this Warrant, but on exercise of this Warrant, the Holder hereof may purchase only a whole number of shares of Common Stock. If, on exercise of this Warrant, the Holder hereof
would be entitled to a fractional share of Common Stock or a right to acquire a fractional share of Common Stock, such fractional share shall be disregarded and the number of shares of Common Stock
issuable upon exercise shall be rounded up or down to the nearest whole number of shares of Common Stock. 


    8.  Transfer of this Warrant.  The Holder may sell, transfer, assign, pledge or otherwise dispose of this
Warrant, in whole or in part (and if in part, in minimum denominations of 50,000 shares), as long as such sale or other disposition is made pursuant to an effective registration statement or an
exemption to the registration requirements of the Securities Act of 1933, as amended, and applicable state laws. Upon such transfer or other disposition, the Holder shall deliver a written notice to
Company, substantially in the form of the Transfer Notice attached hereto as Exhibit B (the "Transfer Notice"), indicating the person or persons
to whom this Warrant shall be transferred and, if less than all of this Warrant is transferred or this Warrant is transferred in parts, the number of Warrant Shares to be covered by the part of this
Warrant to be transferred to each such person. Within three (3) Business Days of receiving a Transfer Notice and the original of this Warrant, the Company shall deliver to the each transferee
designated by the Holder a Warrant or Warrants of like tenor and terms 


9








for the appropriate number of Warrant Shares. Notwithstanding the foregoing, no Holder may knowingly and voluntarily sell this Warrant (or any portion thereof) to an entity that is a competitor of the
Company. 


    9.  Benefits of this Warrant.  


    Nothing
in this Warrant shall be construed to confer upon any person other than the Holder of this Warrant any legal or equitable right, remedy or claim under this Warrant and this
Warrant shall be for the sole and exclusive benefit of the Holder of this Warrant. 


    10.  Loss, theft, destruction or mutilation of Warrant.  


    Upon
receipt by the Company of evidence of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of indemnity or security
reasonably satisfactory to the Company, and upon surrender of this Warrant, if mutilated, the Company shall execute and deliver a new Warrant of like tenor and date. 


    11.  Notice or Demands.  


    Except
as otherwise provided herein, any notice, demand or request required or permitted to be given pursuant to the terms of this Warrant shall be in writing and shall be deemed
given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 5:00 p.m., eastern time, on a Business Day or, if such day is not a
Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually
received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid), addressed as follows: 



If to the Company:


click21earn.com, Inc.

110 110th Avenue NE

Bellevue, WA 98008

Attn: General Counsel

Tel: 425-637-5829

Fax: 425-637-1540 


with a copy to:


Scott
Gelband, Esq.

Perkins Coie LLP

505 Fifth Avenue South, Suite 620

Seattle, WA 98104

Tel: 206-583-8888

Fax: 206-583-8500 




and
if to the Holder, to such address as shall be designated by the Holder in writing to the Company. 


    12.  Applicable Law.  


    This
Warrant is issued under and shall for all purposes be governed by and construed in accordance with the laws of the state of Delaware, without giving effect to conflict of law
provisions thereof. 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK] 


10







IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the  day of December  , 2000. 



	 	 	CLICK2LEARN.COM, INC.


	 

 	 
 	 

By:	 

 
	 	 	 	
 Name:

Title:




11





EXHIBIT A to WARRANT  




  EXERCISE NOTICE         


    The undersigned Holder hereby irrevocably exercises the right to purchase            of the shares of Common Stock ("Warrant
Shares") of CLICK2LEARN.COM, INC. evidenced by the attached Warrant (the "Warrant"). Capitalized terms used herein and
not otherwise defined shall have the respective meanings set forth in the Warrant. Unless otherwise specified in writing to the Company, the undersigned represents to the Company that the shares of
Common Stock covered by this notice have been or will be sold pursuant to the terms of an effective registration statement. 


    1.  Form of Exercise Price.  The Holder intends that payment of the Exercise Price shall be made as: 




      a  Cash Exercise with respect to            Warrant Shares; and/or 


      a
Cashless Exercise with respect to            Warrant Shares. 





    2.  Payment of Exercise Price.  In the event that the Holder has elected a Cash Exercise with respect to
some or all of the Warrant Shares to be issued pursuant hereto, the Holder shall pay the sum of $            to the Company in accordance with the terms of the Warrant. 


    3.  Delivery of Warrant Shares.  The Company shall deliver to the Holder            Warrant
Shares in accordance with the terms of the Warrant. 



	Date:	

	 

 	 


 Name of Registered Holder

 







	 

By:	 

 
	 	

	 	Name:

Title:




12





EXHIBIT B to WARRANT  




  TRANSFER NOTICE         


    FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby sells, assigns and transfers unto the person or persons named below the right to
purchase      shares of the Common Stock of CLICK2LEARN.COM, INC. evidenced by the attached Warrant. 



	Date:	

	 

 	 


 Name of Registered Holder

 







	 

By:	 



	 	Name:

Title:



Transferee
Name and Address: 








13








QuickLinks


SERIES A WARRANT TO PURCHASE COMMON STOCK of CLICK2LEARN.COM, INC.



EXERCISE NOTICE

TRANSFER NOTICE