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Filed by Learn2 Corporation
pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 13e-4 of the
Securities Exchange Act of 1934.

Subject Company: Learn2 Corporation
Commission File No. 000-27417.



TO:  All Learn2 Employees

FROM:  Bo Ewald, Executive Chairman

SUBJECT:  Stock Option Exchange Program

DATE:  December 21, 2001


Thanks for your continued contributions to Learn2 and we send our sincere
best wishes to you and your loved ones for a Happy Holiday Season and New
Year!  I know that it has been a long struggle for many of you, but I believe
that we are making progress. In the past few months, we have refined our
strategy, realigned the business with the strategy and filled out the sales
force. We are all doing all that we can to grow the business this quarter and
get it launched on our new trajectory.

Additionally as we move forward, we are also working on the very culture of
the Company (Leadership, Excitement, Action, Respect, iNtegrity, power of 2).
We want to make sure that we have a great place to work, and one in which
people can share the rewards of their work.  Along those lines, you have
recently seen that we've added a vacation day for next year, we've allowed
some vacation to be carried over, and we now have a new program that enables
you to exchange your old, "out of the money" stock options for new ones if
you elect to.

The Board of Directors approved a Stock Option Exchange Program at our last
meeting.  Under separate cover those of you who were employees on September
25, 2001 will receive information that explains the program in detail. The
basics of the program are that you can exchange your existing stock options
for new options that will be granted and priced at whatever the market price
is on August 1, 2002.  Your current options may be fully vested as a result
of the merger.  However, if you elect to trade in your options, there will be
a new vesting schedule that will effectively put your option vesting on the
same schedule that it was before the merger.  You'll want to think about this
carefully to decide what to do in your particular case.  The Company can't
advise you about what you should do, but we'll provide information and be
glad to answer your questions about the program.

From the company's perspective, the major reason that we decided to offer
this program was to better align the employee stock option part of our
incentive program with the longer term objectives of the business and the
shareholders. Again, you'll want to consider the alternatives carefully since
there is some risk in the program (for example the price of the stock could
be higher next August than your current option price). If you have questions,
please contact Kim Mule' for more information and we'll schedule a company
all-hands call to cover the program in more detail.

Finally, thanks again for your continued contributions to the Company and
best wishes to you and your families for a Happy Holiday season and a Happy,
Healthy and Prosperous New Year!

Bo