Offer To Exchange Options

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Exhibit 99(a)(5)


LEARN2 CORPORATION

OFFER TO EXCHANGE OPTIONS

NOTICE TO CHANGE ELECTION FROM ACCEPT TO REJECT


I previously received a copy of the Offer to Exchange, the memorandum from Robert H. Ewald, Chairman of the Board of Learn2 Corporation, dated December 20, 2001 and an Election Form. I signed and returned the Election Form, in which I elected to accept Learn2's offer to exchange (the "Offer") some of or all of my options. I now wish to change that election and reject Learn2's Offer to exchange my options. I understand that by signing this Notice and delivering it to the Learn2 Human Resources Department by 5:00 p.m., Eastern Time, on January 25, 2002, I will be able to withdraw my acceptance of the Offer and reject the Offer to exchange options instead. I have read and understand all the terms and conditions of the Offer to exchange options. I have read and understand the instructions attached to this Notice.

I understand that in order to reject the Offer, I must sign, date and deliver this Notice via facsimile at (914) 682-4446 or hand delivery it to the Learn2 Human Resources Department by 5:00 p.m., Eastern Time, on January 25, 2002.

I understand that by rejecting the Offer to exchange options, I will not receive any New Options pursuant to the Offer and I will keep the Old Options that I have. These options will continue to be governed by the stock option plan under which they were granted and by the existing option agreements between Learn2 and me.

I understand that I may change this election, and once again accept the Offer to exchange options, by submitting a new Election Form to the Learn2 Human Resources Department via facsimile at (914) 682-4446 prior to 5:00 p.m., Eastern Time, on January 25, 2002.

/ / I have signed this Notice and printed my name exactly as it appears on the Election Form.

/ / I do not accept the Offer to exchange any options. EMPLOYEE SIGNATURE


SOCIAL SECURITY NUMBER


EMPLOYEE NAME (PLEASE PRINT)


E-MAIL ADDRESS


DATE AND TIME

RETURN TO THE LEARN2 HUMAN RESOURCES DEPARTMENT NO LATER THAN
5:00 P.M., EASTERN TIME, ON JANUARY 25, 2002
VIA FACSIMILE AT (914) 682-4446

LEARN2 WILL SEND AN E-MAIL CONFIRMATION WITHIN 48 HOURS OF RECEIPT
OF THIS NOTICE TO CHANGE ELECTION FROM ACCEPT TO REJECT.


INSTRUCTIONS


FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Delivery of Notice to Change Election From Accept to Reject.

A properly completed and executed original of this Notice to Change Election From Accept to Reject (or a facsimile of it), and any other documents required by this Notice to Change Election From Accept to Reject, must be received by the Learn2 Human Resources Department either via hand delivery or via facsimile at (914) 682-4446 on or before 5:00 p.m., Eastern Time, on January 25, 2002 (the "Expiration Date").

THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN A ...