EXHIBIT 2.01

AMENDED AND RESTATED
AGREEMENT AND PLAN OF REORGANIZATION

RECITALS

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms have the meanings set forth below:

Designation (as defined below), and any Asymetrix Common Stock into which such Series 4 Class B Stock may be converted pursuant to the terms in the Statement of Designation.

Other capitalized terms defined elsewhere in this Agreement and not defined in this Section 1 have the meanings assigned to such terms in this Agreement.

2. PLAN OF REORGANIZATION

(a) such agreement shall not apply to shares of capital stock of Asymetrix sold pursuant to such registration statement;

(b) all executive officers and directors of Asymetrix then holding Asymetrix Common Stock enter into a similar agreement, and any other Asymetrix stockholder owning at least as many shares of Asymetrix Common Stock as such Former Aimtech Stockholder is also requested by Asymetrix or the underwriter to enter into a similar agreement; and

(c) in an offering other than Asymetrix's initial public offering, such agreement shall apply only for a period of 90 days from the effective date of the registration statement filed under the Securities Act with respect thereto.

In order to enforce the foregoing covenant, Asymetrix shall have the right to place restrictive legends on the certificates representing the shares subject to this Section and to impose stop transfer instructions with respect to the shares of stock of each Former Aimtech Stockholder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

3. REPRESENTATIONS AND WARRANTIES OF AIMTECH

this Agreement and the Aimtech Ancillary Agreements have been duly and validly approved and authorized by Aimtech's Board of Directors.

3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable Aimtech to enter into, and to perform its obligations under, this Agreement and the Aimtech Ancillary Agreements, except for (a) the filing of the Certificate of Merger with the Delaware Secretary of State, and the filing of appropriate documents with the relevant authorities of other states in which Aimtech is qualified to do business, if any, (b) such filings as may be required to comply with federal and state securities laws, and
(c) the approval of the Aimtech Stockholders of the transactions contemplated hereby.

3.2.3 This Agreement and the Aimtech Ancillary Agreements are, or when executed by Aimtech will be, valid and binding obligations of Aimtech enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies, and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Certificate of Merger will not be effective until the Effective Time.

securities. Aimtech is not under any obligation to register under the Securities Act any of its presently outstanding securities or any securities that may be subsequently issued. All holders of Aimtech Common Stock reside in the States of New Hampshire, Massachusetts, New York, Maine, Maryland, California, Illinois, Connecticut, District of Columbia, Colorado, New Mexico, Virginia, Oregon, Ohio and New Jersey and the countries of Taiwan, Singapore Japan and the Bahamas.

3.7.1 Aimtech has or will have filed all Returns for tax periods ending on or before the Effective Time, other than where a failure to file a return did not or would not have a Material Adverse Effect. All such Returns that have been filed were (as filed or after timely amendment) true, correct and complete in all material respects. Aimtech has provided or made available to Asymetrix copies of all material Returns actually filed by Aimtech during the three-year period ending on the date hereof.

3.7.2 Aimtech has paid or deposited in full all taxes due and owing or shown to be due on the Returns filed by Aimtech (including required estimated tax payments with respect thereto), except where a failure to pay a tax in full did not or would not have a Material Adverse Effect. Aimtech has established a proper and adequate accrual or reserve on the Aimtech Financial Statements (as defined in below) for all taxes not yet due and owing, whether or not shown or required to be shown on any Return, except where a failure to establish such an accrual or reserve did not or would not have a Material Adverse Effect.

3.7.3 Aimtech is not aware of any pending or threatened claim or assessment with respect to any deficiencies for any tax in writing against Aimtech by any taxing authority. Aimtech has not executed any waiver of any statute of limitations relating to taxes or any extension of the period for the assessment or collection of any tax (other than extensions which have expired by the Effective Time). Aimtech has not received any written notification, and is not otherwise aware, that any material issues are currently under audit, examination or review by any taxing authority regarding Aimtech.

3.7.4 There are no material liens, pledges, charges, claims, security interests or other encumbrances covering the assets of Aimtech and relating or attributable to taxes, other than for taxes not yet due and payable and others that do not have a Material Adverse Effect.

3.7.5 There is no contract, agreement, plan or arrangement, including but not limited to the provisions of this Agreement, covering any current or former employee of Aimtech that, individually or collectively, could give rise to the payment of any amount with respect to which a deduction would be disallowed under Sections 280G or 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").

3.7.6 Aimtech is not a party to a tax sharing or tax allocation agreement, and Aimtech does not owe any amount under any such agreement.

3.7.7 Aimtech is not and has at no time been a "United States real property holding corporation" within the meaning of Section 897(c) of the Code.

3.7.8 Aimtech has not filed any consent agreement under Section 341(f) of the Code and has not agreed to have Section 341(f)(2) of the Code apply to any disposition of a "subsection (f) asset" (as defined in Section 341(f)(4) of the Code) owned by Aimtech.

3.7.9 None of Aimtech's assets constitute "tax-exempt use property" within the meaning of Section 168(h) of the Code.

(a) any change in the financial condition, properties, assets, liabilities, business or operations of Aimtech which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has had or, to the knowledge of Aimtech, will have a Material Adverse Effect (other than changes arising from the operation, at a loss, of the business of Aimtech in the ordinary course);

(b) any contingent liability incurred by Aimtech as guarantor, surety or otherwise with respect to the obligations of others, which contingent liability is in excess of $10,000 individually or $25,000 in the aggregate;

(c) any mortgage, encumbrance or lien placed on any of the properties of Aimtech, which mortgage, encumbrance or lien is in excess of $10,000 individually or $25,000 in the aggregate;

(d) any obligation or liability incurred thereby other than obligations and liabilities incurred in the ordinary course of business, which obligation or liability is in excess of $10,000 individually or $25,000 in the aggregate;

(e) any purchase or sale or other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, other than in the ordinary course, of any of the properties or assets of Aimtech, which purchase, sale, other disposition or other arrangement is in excess of $10,000 individually or $25,000 in the aggregate;

(f) any damage, destruction or loss, whether or not covered by insurance, which has a Material Adverse Effect;

(g) any declaration, setting aside or payment of any dividend on, or the making of any other distribution in respect of, the capital stock of Aimtech, any split, combination or recapitalization of the capital stock of Aimtech or any direct or indirect redemption, purchase or other acquisition of the capital stock of Aimtech;

(h) any labor dispute or claim of unfair labor practices or, other than changes in the ordinary course of business, consistent with past practice, any change in the compensation payable or to become payable to any of Aimtech's officers, employees or agents, or any bonus payment or arrangement made to or with any of such officers, employees or agents;

(i) any declaration or payment of an extraordinary dividend, within the meaning of Section 1059(c) of the Code;

(j) any payment or discharge of a lien or liability thereof which lien was not either shown on the Aimtech March 31 Balance Sheet or incurred in the ordinary course of business thereafter; or

(k) any material transaction with any of its officers, directors, employees or stockholders or any entity controlled by any of such individuals.

(a) Contract, commitment, letter contract or purchase order providing for payments by or to Aimtech in an aggregate amount of (1) $50,000 or more in the ordinary course of business to any one vendor; or (2) $25,000 or more not in the ordinary course of business to any one vendor;

(b) License agreement as licensor or licensee (except for standard non-exclusive hardware and software licenses granted to end-user customers in the ordinary course of business the current form of which has been provided to Asymetrix's counsel), but in all events including site licenses for products with initial year fees in excess of $50,000 and each agreement that provides for either the delivery of source code to the licensee or escrow of such source code for the benefit of such licensee and including any Aimtech IP Rights Agreement (as defined in Section 3.12);

(c) Agreement for the lease of real or personal property involving payments by or to Aimtech in an aggregate amount of $25,000 or more;

(d) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons;

(e) Written dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the ongoing distribution of Aimtech's products;

(f) Instrument evidencing or related in any way to indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise, except for trade indebtedness incurred in the ordinary course of business, and except as disclosed in the Aimtech Financial Statements;

(g) Contract containing covenants purporting to limit Aimtech's freedom to compete in any line of business in any geographic area; or

(h) Stock redemption or purchase agreement yet to be performed.

All Material Agreements constitute valid and enforceable obligations of the parties thereto (except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally,
(ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities), and are in full force and effect. Aimtech is not, nor, to the best knowledge of Aimtech, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement. A copy of each Material Agreement has been delivered or made available to

Asymetrix's counsel. Aimtech does not have any material liability for renegotiation of government contracts or subcontracts, if any.

3.15.1 Aimtech has no employment contracts or consulting agreements currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions).

3.15.2 Aimtech (i) has not ever been or is not now subject to a union organizing effort, (ii) is not subject to any collective bargaining agreement with respect to any of its

employees, (iii) is not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) has no current labor dispute. Aimtech has no knowledge that either of Leo Lucas or Robert Birnbaum intends to leave its employ.

3.15.4 No "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Aimtech Employee Plan which is covered by Title I of ERISA which would result in a material liability to Aimtech taken as a whole, excluding transactions effected pursuant to a statutory or administrative exemption. Nothing done or omitted to be done and no transaction or holding of any asset under or in connection with any Aimtech Employee Plan has or will make Aimtech or any officer or director of Aimtech subject to any material liability under Title I of ERISA or liable for any material tax (as defined in Section 2.7) or penalty pursuant to Sections 4972, 4975, 4976 or 4979 of the Code or Section 502 of ERISA.

available to Asymetrix or its counsel a true, correct and complete copy of the most recent Internal Revenue Service determination letter with respect to each Aimtech 401(a) Plan.

3.15.8 No benefit payable or which may become payable by Aimtech pursuant to any Aimtech Employee Plan or any Aimtech Benefit Arrangement or as a result of or arising under this Agreement shall constitute an "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) which is subject to the imposition of an excise Tax under Section 4999 of the Code or which would not be deductible by reason of Section 280G of the Code.

3.15.9 [Intentionally Omitted]

3.15.10 To the knowledge of Aimtech and except for matters which would not have a Material Adverse Effect, no employee of Aimtech is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any other contract or written agreement, or any restrictive covenant contained in any such agreement relating to the right of any such employee to be employed thereby, or to use trade secrets or proprietary information of others, and the employment of such employees does not subject Aimtech to any material liability.

3.15.12 Aimtech is not a party to any (a) agreement with any executive officer or other key employee of Aimtech (i) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Aimtech in the nature of any of the transactions contemplated by this Agreement and the Certificate of Merger, (ii) providing any term of employment or compensation guarantee, or (iii) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment, or (b) agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be materially increased, or the vesting of benefits of which will be materially accelerated, by the occurrence of any of the transactions contemplated by this Agreement and the Certificate of Merger or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement and the Certificate of Merger. Aimtech is not obligated to make any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code), nor will any excess parachute payment be deemed to have occurred as a result of or arising out of the Merger.

Former Aimtech Stockholders, will pay only its own expenses, if any, incurred in connection with this Agreement and the transactions contemplated herein.

ordinance that has a scope or purpose similar to those identified above; or (vi) regulations promulgated under any of the laws or statutes identified above.

3.21.2 None of the properties or facilities of Aimtech is in material violation of any federal, state or local law, ordinance, regulation or order relating to industrial hygiene or to the environmental conditions on, under or about such properties or facilities, including, but not limited to, soil and ground water condition. During the time that Aimtech has owned or leased its properties and facilities, neither Aimtech nor, to Aimtech's knowledge, any third party, has used, generated, manufactured or stored on, under or about such properties or facilities or transported to or from such properties or facilities any Hazardous Materials except in substantial accordance with applicable environmental laws.

3.21.3 During the time that Aimtech has owned or leased its respective properties and facilities, there has been no litigation brought or, to the knowledge of Aimtech, threatened against Aimtech by, or any settlement reached by Aimtech with, any party or parties alleging the presence, disposal, release or threatened release of any Hazardous Materials on, from or under any of such properties or facilities.

4. REPRESENTATIONS AND WARRANTIES OF ASYMETRIX AND SUB

4.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable Asymetrix or Sub to enter into, and to perform its obligations under, this Agreement and the Asymetrix Ancillary Agreements, except for (a) the filing of the Certificate of Merger with the Delaware Secretary of State, and the filing of appropriate documents with the relevant authorities of other states in which Asymetrix is qualified to do business, if any, (b) such filings as may be required to comply with federal and state securities laws, and (c) the approval by Asymetrix as the sole stockholder of Sub of the transactions contemplated hereby.

4.2.3 This Agreement and the Asymetrix Ancillary Agreements are, or when executed by Asymetrix and Sub will be, valid and binding obligations of Asymetrix and Sub enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies, and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Certificate of Merger will not be effective until the Effective Time.

There are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from Sub of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of Sub's capital stock.

notification, and is not otherwise aware, that any material issues are currently under audit, examination or review by any taxing authority regarding Asymetrix. There are no material liens, pledges, charges, claims, security interests or other encumbrances covering the assets of Asymetrix and relating or attributable to taxes, other than for taxes not yet due and payable and others that do no have a Material Adverse Effect. Asymetrix is not a party to a tax sharing or tax allocation agreement, and Asymetrix does not owe any amount under any such agreement.

4.9.1 Asymetrix has good and marketable title to all of its tangible assets as shown on the Asymetrix March 31March 31 Balance Sheet, free and clear of all liens, charges, restrictions or encumbrances, other than for taxes not yet due and payable and others that do not have a Material Adverse Effect. With respect to the property and assets it leases, Asymetrix is in material compliance with such leases.

4.9.2 Sub has been newly formed for the sole and express purpose of participating in the Merger, and has at no time engaged in any activities or owned any assests except as necessary for such purpose.

(a) any change in its financial condition, properties, assets, liabilities, business or operations from that reflected in the Asymetrix Financial Statements, other than those that do not have a Material Adverse Effect;

(b) any contingent liability incurred by it as guarantor, surety or otherwise with respect to the obligations of others, which contingent liability is in excess of $50,000 individually or in excess of $100,000 in the aggregate;

(c) any mortgage, encumbrance or lien placed on any of its properties, which mortgage, encumbrance or lien is in excess of $100,000 individually or in excess of $250,000 in the aggregate;

(d) any obligation or liability incurred by it other than obligations and liabilities incurred in the ordinary course of business, which obligation or liability is in excess of $100,000 individually or in excess of $250,000 in the aggregate;

(e) any purchase or sale or other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, of any of its properties or assets, which purchase, sale, other disposition or other arrangement is in excess of $100,000 individually or $250,000 in the aggregate;

(f) any damage, destruction or loss, whether or not covered by insurance, which has a Material Adverse Effect;

(g) any declaration, setting aside or payment of any dividend on, or the making of any distribution in respect of, its capital stock, or any split, combination or recapitalization of its capital stock or any direct or indirect redemption, purchase or other acquisition of its capital stock, including, without limitation, any extraordinary dividend within the meaning of Section 1059(c) of the Code;

(h) any labor dispute or claim of unfair labor practices;

(i) any payment or discharge of a lien or liability thereof which lien was not either shown on the Asymetrix March 31 Balance Sheet or incurred in the ordinary course of business thereafter; or

(j) entered into any material transactions with any of its officers, directors, employees or stockholders or any entity controlled by any of such individuals.

(iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities); and are in full force and effect. Asymetrix is not, nor, to the best knowledge of Asymetrix, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement. A copy of each Material Agreement has been delivered or made available to Aimtech's Aimtech's counsel. Asymetrix is not a party to any contract or arrangement which, in the absence of a breach by the other party or parties thereto, has had or could reasonably be expected to have a Material Adverse Effect. Asymetrix does not have any material liability for renegotiation of government contracts or subcontracts, if any.

4.16.1 Asymetrix does not have any Employee Pension Benefit Plan as defined in Section 3 of ERISA.

4.16.2 To the knowledge of Asymetrix and except for matters which would not have a Material Adverse Effect, Asymetrix is in compliance in all material respects with all applicable laws, agreements and contracts relating to employment, employment practices, wages, employee benefit plans as defined in
Section 3(3) of ERISA, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters, ERISA and the Code.

4.16.3 To the knowledge of Asymetrix and except for matters which would not have a Material Adverse Effect, no employee of Asymetrix is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any other contract or written agreement, or any restrictive covenant contained in any such agreement relating to the right of any such employee to be employed thereby, or to use trade secrets or proprietary information of others, and the employment of such employees does not subject Asymetrix to any material liability.

4.16.4 Asymetrix is not bound by or subject to any contract, commitment or arrangement with any labor union, employees association or similar organization, and to the Asymetrix's best knowledge, no labor union, employees association or similar organization has requested, sought or attempted to represent any employees, representatives or agents of Asymetrix. There is no strike or other labor dispute involving Asymetrix pending nor, to

Asymetrix's best knowledge, threatened, nor is Asymetrix aware of any labor organization activity involving its employees.

4.22.2 None of the properties or facilities of Asymetrix is in material violation of any federal, state or local law, ordinance, regulation or order relating to industrial hygiene or to the environmental conditions on, under or about such properties or facilities, including, but not limited to, soil and ground water condition. During the time that Asymetrix has owned or leased its properties and facilities, neither Asymetrix nor, to Asymetrix's knowledge, any third party, has used, generated, manufactured or stored on, under or about such properties or facilities or transported to or from such properties or facilities any Hazardous Materials except in substantial accordance with applicable environmental laws.

4.22.3 During the time that Asymetrix has owned or leased its respective properties and facilities, there has been no litigation brought or, to the knowledge of Asymetrix, threatened against Asymetrix by, or any settlement reached by Asymetrix with, any party or parties alleging the presence, disposal, release or threatened release of any Hazardous Materials on, from or under any of such properties or facilities.

securities laws. The Statement of Designation shall be filed on or before the Effective Time, and no further amendments to the Asymetrix Articles of Incorporation shall have been adopted or filed.

5. AIMTECH PRECLOSING COVENANTS

During the period from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 10 hereof, Aimtech covenants and agrees as follows:

(a) borrow any money;

(b) enter into any transaction not in the ordinary course of business or which involves an expense or capital commitment by Aimtech in excess of $25,000, other than

payments in connection with the reverse stock split described in Section 5.2(n) below, or which obligates Aimtech for a period exceeding six months;

(c) encumber or permit to be encumbered any of its assets or grant liens therein;

(d) dispose of any portion of its assets with a value exceeding $10,000 (other than in the ordinary course of business);

(e) enter into any lease or contract for the purchase or sale of any property, real or personal, except in the ordinary course of business consistent with past practice;

(f) fail to maintain its equipment and other assets in good working condition and repair according to the standards it has maintained to the date of this Agreement, subject only to ordinary wear and tear;

(g) pay any bonus, royalty, increased salary or special remuneration to any officer, employee or consultant or agree to same or enter into any new employment, severance, "golden parachute" or consulting agreement with any such person;

(h) change accounting methods;

(i) declare, set aside or pay any cash or stock dividend or other distribution in respect of capital stock, or redeem or otherwise acquire any of its capital stock;

(j) amend or terminate any contract, agreement or license to which it is a party except those amended or terminated in the ordinary course of business consistent with past practice, and which are not material in amount or effect;

(k) lend any amount to any person or entity, other than advances for travel and expenses which are incurred in the ordinary course of business consistent with past practice;

(l) guarantee or act as a surety for any obligation except for the endorsement of checks and other negotiable instruments in the ordinary course of business consistent with past practice;

(m) waive or release any material right or claim except in the ordinary course of business consistent with past practice;

(n) split or combine the outstanding shares of its capital stock of any class or enter into any recapitalization affecting the number of outstanding shares of its capital stock of any class or affecting any other of its securities, other than to effectuate the Stock Split;

(o) merge, consolidate or reorganize with, or acquire any entity;

(p) amend its Certificate of Incorporation or Bylaws, other than to effectuate Stock Split;

(q) license any of its technology or intellectual property except in the ordinary course of business consistent with past practice;

(r) agree to any audit assessment by any tax authority (unless the amount thereof is not material or has been adequately accrued or reserved on the Aimtech Financial Statements) or file any federal or state income or franchise tax return unless (i) the amount payable with respect thereto is not material or has been adequately accrued or reserved on the Aimtech Financial Statements or
(ii) copies of such returns have been delivered to Asymetrix for its review and approved by Asymetrix prior to filing;

(s) change any insurance coverage or issue any certificates of insurance except as is routinely done in the ordinary course of Aimtech's business;

(t) hire any employee or consultant;

(u) adopt or amend any employee benefit plan;

(v) enter into any contracts for the sale of advertising in an amount exceeding $10,000 or for longer than 30 days; or

(w) agree to do any of the things described in the preceding clauses 5.2(a) through (v).

forth in Section 9, and Aimtech will use commercially reasonable efforts to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all consents and authorizations of third parties and to make all filings with, and give all notices to, third parties that may be necessary or reasonably required on their part in order to effect the transactions contemplated hereby. Aimtech will promptly notify Asymetrix in writing of any failure or inability to comply fully with this Section.

6. ASYMETRIX AND SUB PRECLOSING COVENANTS

During the period from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 10 hereof, Asymetrix and Sub covenant and agree as follows:

any material respect; or (b) of any material adverse change in the business, results of operations or financial condition of Asymetrix or Sub. Asymetrix will use commercially reasonable efforts to continue to conduct its business and maintain its business relationships in the ordinary and usual course and will not, without the prior written consent of Aimtech (other than action required by this Agreement, as required by law or in connection with the performance of agreements, arrangements or pending transactions disclosed in the Asymetrix Schedule of Exceptions);

(a) enter into any material transaction not in the ordinary course of business;

(b) declare, set aside or pay any material cash or stock dividend or other material distribution in respect of capital stock, or redeem or otherwise acquire any material portion of its capital stock;

(c) dispose of (including by license), whether to a third party, a partially or wholly-owned subsidiary or otherwise, any material portion of its assets (other than in the ordinary course of business);

(d) encumber or permit to be encumbered in any material respect any of its assets or grant liens thereon;

(e) issue or sell a material number of shares of its capital stock of any class (except upon the exercise of an Asymetrix option held by Asymetrix employees) or any other of its securities, or issue or create any material warrants, obligations, subscriptions, options, convertible securities or other commitments to issue shares of capital stock; or

(f) merge, consolidate or reorganize with, or acquire, any entity.

7. CLOSING MATTERS

7.2.1 As of the Effective Time, all shares of Aimtech Common Stock that are outstanding immediately prior thereto will, by virtue of the Merger and without further action, cease to exist and will be converted into the right to receive from Asymetrix the number of shares of Asymetrix Merger StockAsymetrix Common Stock determined as set forth in Section 1.1, subject to Section 1.2.

cancellation. Promptly after the Effective Time and receipt of such Aimtech Certificates, Asymetrix will issue to each tendering holder a certificate for the number of shares of Asymetrix Merger StockAsymetrix Common Stock to which such holder is entitled pursuant to Section 2.1 hereof, less the shares of Asymetrix Merger StockAsymetrix Common Stock deposited into escrow pursuant to
Section 2.4 hereof, and distribute any cash payable under Section 2.2.

7.2.3 No dividends or distributions payable to holders of record of Asymetrix Merger StockAsymetrix Common Stock after the Effective Time, or cash payable in lieu of fractional shares, will be paid to the holder of any unsurrendered Aimtech Certificate(s) until the holder of the Aimtech Certificate(s) surrenders such Aimtech Certificate(s), or if such certificates are lost, stolen or destroyed, provides an indemnity reasonably acceptable to Asymetrix. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any Aimtech Certificate, there will be delivered to the person entitled thereto, without interest, the amount of any dividends and distributions therefor paid with respect to Asymetrix Merger StockAsymetrix Common Stock so withheld as of any date subsequent to the Effective Time and prior to such date of delivery.

7.2.4 All Asymetrix Merger StockAsymetrix Common Stock (and, if applicable, cash for Aimtech Dissenting Shares or in lieu of fractional shares) delivered upon the surrender of Aimtech Common Stock in accordance with the terms hereof will be deemed to have been delivered in full satisfaction of all rights pertaining to such Aimtech Common Stock. There will be no further registration of transfers on the stock transfer books of Aimtech or its transfer agent of Aimtech Common Stock. If, after the Effective Time, Aimtech Certificates are presented for any reason, they will be canceled and exchanged as provided in this Section.

7.2.5 Until certificates representing Aimtech Common Stock outstanding prior to the Merger are surrendered pursuant to Section 7.2.2 above, such certificates will be deemed, for all purposes, to evidence ownership of the number of shares of Asymetrix Merger StockAsymetrix Common Stock into which Aimtech Common Stock will have been converted pursuant to Section 2.1 hereof, reduced by the number of shares withheld as Escrow Shares.

7.2.6 Certificates which are not presented to Asymetrix within three years after the Closing shall be canceled and the holder thereof will no longer be entitled to receive any Asymetrix securities in consideration thereof.

denominations as shall have been specified by the Aimtech Board of Directors in writing at least two days prior to the Closing.

8. CONDITIONS TO OBLIGATIONS OF AIMTECH

Aimtech's obligations hereunder are subject to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be waived by Aimtech, but only in a writing signed by Aimtech):

9. CONDITIONS TO OBLIGATIONS OF ASYMETRIX AND SUB

The obligations of Asymetrix and Sub hereunder are subject to the fulfillment or satisfaction on, and as of the Closing, of each of the following conditions (any one or more of which may be waived by Asymetrix, but only in a writing signed by Asymetrix):

and all material contracts and leases of Aimtech and for Aimtech to consummate the transactions contemplated hereby in form and substance reasonably satisfactory to Asymetrix, except for such consents and approvals thereof as Asymetrix and Aimtech shall have agreed shall not be obtained.

(including, without limitation, the making of any required cash payments to purchase fractional shares of Aimtech stock) to effectuate such Stock Split.

10. TERMINATION OF AGREEMENT

10.1.1 Asymetrix may terminate this Agreement by giving written notice to Aimtech in the event Aimtech is in breach, and Aimtech may terminate this Agreement by giving written notice to Asymetrix in the event Asymetrix or the Sub is in breach, for any material representation, warranty, or covenant contained in this Agreement, and such breach is not remedied within 10 days of delivery of written notice thereof;

10.1.2 Asymetrix may terminate this Agreement by giving written notice to Aimtech if the Closing shall not have occurred on or before September 15August 31, 1997 by reason of the failure of any condition precedent under
Section 9 hereof (unless the failure results primarily for a breach by Asymetrix or the Sub of any representation, warranty or covenant contained in this Agreement); or

10.1.3 Aimtech may terminate this Agreement by giving written notice to Asymetrix if the Closing shall not have occurred on or before August 31September 15, 1997 by reason of the failure of any condition precedent under
Section 8 hereof (unless the failure results primarily from a breach by Aimtech of any representation, warranty or covenant contained in this Agreement).

11. SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION AND REMEDIES, CONTINUING COVENANTS

(a) arising out of any misrepresentation or breach of or default in connection with any of the representations, warranties and covenants given or made by Aimtech in this Agreement (including any Schedule or Exhibit hereto);

(b) resulting from any failure of any of the Former Aimtech Stockholders to have good, valid and marketable title to the issued and outstanding Aimtech Common Stock held by such Stockholders, free and clear of all liens, claims, pledges, options, adverse claims, assessments or charges of any nature whatsoever, or to have full right, capacity and authority to vote such Aimtech Common Stock in favor of the Merger and the other transactions contemplated by the Certificate of Merger (provided, however, that any such claim under this paragraph (b) shall be made only against the Former Aimtech Stockholder whose failure to have

such good, valid and marketable titled gave rise to such Damages, and not against any other person);

(c) arising out of or resulting from the Financing;

(d) arising out of or resulting from the Stock Split which are in excess of $105,000; or

(e) arising out of or resulting from having Dissenting Shares in excess of 5% of the total number of shares of Aimtech Common Stock outstanding immediately prior to the Effective Time, provided, however, that 50% of any such Damages which consist of litigation or arbitration costs and expenses relating to the appraisal rights of the Dissenting Shares shall be borne by Asymetrix

12. MISCELLANEOUS

Fenwick & West LLP

Two Palo Alto Square
Palo Alto, CA 94306
Facsimile: (415) 857-0361

Hale & Dorr LLP
Boston, MA 02109

Facsimile: (617) 526-5000

or to such other address as a party may have furnished to the other parties in writing pursuant to this Section 12.10.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

"ASYMETRIX"                                 "AIMTECH"

Asymetrix Corporation                       Aimtech Corporation

By: /s/ James Billmaier                     By: /s/ Andy Huffman
    -----------------------                     ---------------------

Name: JAMES BILLMAIER                       Name: ANDY HUFFMAN
      ---------------------                       -------------------

Its: PRESIDENT & CEO                        Its: CEO
     ----------------------                      --------------------

"SUB"

ASX Merger Corporation

By: /s/ James Billmaier
    -----------------------

Name: JAMES BILLMAIER
      ---------------------

Its: PRESIDENT & CEO
     ----------------------

[SIGNATURE PAGE FOR AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION]

Exhibit A                  Certificate of Merger

Exhibit 1.9                Statement of Designation

Exhibit 2.4                Escrow Agreement

Exhibit 3.0                Aimtech Schedule of Exceptions

Exhibit 4.0                Asymetrix Schedule of Exceptions

Exhibit 8.5                Form of Opinion of Asymetrix Counsel

Exhibit 8.7                Registration Rights Agreement

Exhibit 8.8                Voting Agreement

Exhibit 9.5                Form of Opinion of Aimtech Counsel

Exhibit 9.12               Investment Representation Agreement

Exhibit 9.13               Form of Leo Lucas Employment Agreement

Exhibit 9.16               Purchaser Representative Letter

Schedule 3.3               List of Aimtech Common Stockholders

Schedule 9.4               List of Required Government Consents

State of Delaware

Office of the Secretary of State PAGE 1

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AGREEMENT OF MERGER, WHICH MERGES:

"ASX MERGER CORPORATION", A DELAWARE CORPORATION, WITH AND INTO "AIMTECH

CORPORATION" UNDER THE NAME OF "AIMTECH CORPORATION", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED INTO THIS OFFICE THE TWELFTH DAY OF SEPTEMBER, A.D. 1997, AT 2:30 O'CLOCK
P.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE

COUNTY RECORDER OF DEEDS FOR RECORDING.

AUTHENTICATION: 8648761

DATE: 09-12-97

AGREEMENT OF MERGER
OF
ASX MERGER CORPORATION
WITH AND INTO
AIMTECH CORPORATION

and all other equity securities of Aimtech (including warrants to purchase securities of Aimtech), other than Aimtech Common Stock, issued and outstanding immediately prior to the Effective Time will be canceled; (f) the directors and officers of Sub immediately prior to the Effective Time will become the directors and officers of the surviving corporation; and (g) the Merger will, at and after the Effective Time, have all of the effects provided by applicable law.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Merger to be duly executed on the date and year first above written.

ASX MERGER CORPORATION                       AIMTECH CORPORATION


By: _____________________________            By: _______________________________
    James Billmaier, President                   Andrew Huffman, President


By: _____________________________            By: _______________________________
    Steven Esau, Secretary                       David Johnson, Secretary

CERTIFICATE OF APPROVAL OF MERGER

OF
ASX MERGER CORPORATION
WITH AND INTO
AIMTECH CORPORATION

James Billmaier and Steven Esau hereby certify that:

3. The Corporation has authorized capital stock consisting of one share of Common Stock, $0.01 par value. The total number of outstanding shares of the Corporation's capital stock entitled to vote on the Agreement of Merger was one share of Common Stock.

4. The percentage vote required to approve the Agreement of Merger was the affirmative vote of at least a majority of the outstanding shares of the Corporation's Common Stock.

5. The Agreement of Merger was approved by the vote of a number of shares of the Corporation's Common Stock which equaled or exceeded the vote required.

6. No vote of the stockholders of Asymetrix Corporation, a Washington corporation of which the Corporation is a wholly owned subsidiary, was required.

We further declare under penalty of perjury under the laws of the State of Delaware that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: September 11, 1997

By: ______________________________               By: ___________________________
    James Billmaier                                  Steven Esau
    President                                        Secretary

CERTIFICATE OF APPROVAL OF MERGER
OF
ASX MERGER CORPORATION
WITH AND INTO
AIMTECH CORPORATION

Andrew Huffman and David Johnson hereby certify that:

2. The Agreement of Merger to which this certificate is attached, after having been first duly approved by the Board of Directors on June 23, 1997 and by a majority of the holders of the outstanding capital stock of Aimtech on August 22, 1997, was duly signed on behalf of Aimtech by the undersigned.

3. Aimtech has authorized capital stock consisting of 20,000,000 shares of Common Stock, $0.01 par value per share. The total number of outstanding shares of Aimtech Common Stock entitled to vote on the Agreement of Merger was 2,970.

4. The percentage vote required to approve the Agreement of Merger was the affirmative vote of at least a majority of the outstanding shares of Aimtech capital stock.

5. The Agreement of Merger was approved by the vote of a number of shares of Aimtech Common Stock which equaled or exceeded the vote required.

We further declare under penalty of perjury under the laws of the State of Delaware that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: September 11, 1997

By: ______________________________ By: ___________________________ Andrew Huffman, President David Johnson, Secretary

STATEMENT OF DESIGNATION OF RIGHTS,
PREFERENCES AND LIMITATIONS
OF SERIES 4 CLASS B STOCK

B Stock) of the consideration received by the Company in one of the following transactions with respect to SuperCede, Inc.: (1) the sale of all or substantially all of the assets of SuperCede, Inc., (2) the sale of a controlling interest in SuperCede, Inc. to a third party, or (3) the acquisition of SuperCede, Inc. by another entity by means of merger, consolidation or otherwise, in which the Company does not, immediately after such merger, consolidation or other transaction, retain stock representing a majority of the voting power of SuperCede, Inc.; (iii) immediately prior to the closing of a firm commitment underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company at an aggregate offering price to the Company of not less than $10,000,000; or (iv) upon acquisition of the Company by another entity by means of merger, consolidation or otherwise, in which the holders of the Company's shares outstanding immediately before such merger, consolidation or other transaction do not, immediately after such merger, consolidation or other transaction, retain stock representing a majority of the voting power of the surviving corporation of such merger, consolidation or other transaction.

Common Stock which would otherwise be issuable upon conversion of any shares of Series 4 Class B Stock, the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to that fractional interest of the then fair value per share of Common Stock, as determined by the Board of Directors.

Conversion Ratio shall be made if the amount of such adjustment would be less than 1% of the Series 4 Conversion Ratio then in effect, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate 1% or more of the Series 4 Conversion Ratio then in effect.

shall not apply to Permitted Repurchases. Notwithstanding the foregoing, no holder of Series 4 Class B Stock shall be entitled to receive in any distribution thereof to the holders of any other securities of the Company, including Common Stock: (i) any shares of SuperCede, Inc. or (ii) any consideration received by the Company in any of the following transactions with respect to SuperCede, Inc.; (1) the sale of all or substantially all of the assets of SuperCede, Inc., (2) the sale of a controlling interest in SuperCede, Inc. to a third party, or (3) the acquisition of SuperCede, Inc. by another entity by means of merger, consolidation or otherwise, in which the Company does not, immediately after such merger, consolidation or other transaction, retain stock representing a majority of the voting power of SuperCede, Inc.; "Permitted Repurchases" means the repurchase by the Company of shares of Common Stock held by employees, officers, directors, consultants, independent contractors, advisors, or other persons performing services for the Company or a subsidiary that are subject to restricted stock purchase agreements or stock option exercise agreements under which the Company has the option to repurchase such shares.

ESCROW AGREEMENT

C. The parties hereto desire to establish the terms and conditions pursuant to which the Escrow Shares shall be deposited, held in, and disbursed from the Escrow Account.

NOW, THEREFORE, the parties hereto hereby agree as follows:

Former Aimtech Stockholders under Section 11 of the Plan until the Escrow Agent is required to release such Escrow Shares pursuant to the terms of this Agreement. As used in this Agreement, the term "ESCROW SHARES" shall include all "ADDITIONAL ESCROW SHARES" as that term is defined in Section 2(b) of this Agreement and any securities of Asymetrix issuable upon conversion of such Escrow Shares and Additional Escrow Shares. The Escrow Agent agrees to accept delivery of the Escrow Shares and to hold such Escrow Shares in escrow subject to the terms and conditions of this Agreement.

Stockholders, Asymetrix shall submit to the Escrow Agent and the Former Aimtech Stockholders a certified schedule of the cash amounts payable for fractional shares (if any) and shall deposit with the Escrow Agent sufficient funds to pay such cash amounts for fractional shares.

(a) Each Notice of Claim by Asymetrix pursuant to the Plan, whether or not the Claim described in such Notice of Claim would be included in the Basket (as defined in the Plan), shall be in writing and shall contain the following information to the extent it is reasonably available to Asymetrix:

(1) Asymetrix's good faith estimate of the reasonably foreseeable maximum amount of the alleged Damages (which amount may, without limitation, include the amount of damages claimed by a third party plaintiff in an action brought against Asymetrix, or Aimtech, based on alleged facts, which if true, would give rise to Damages); and

(2) A brief description in reasonable detail of the facts, circumstances or events giving rise to the alleged Damages based on Asymetrix's good faith belief thereof, including, without limitation and if applicable, the identity and address of any third-party claimant (to the extent reasonably available to Asymetrix) and copies of any formal demand or complaint of any such third-party claimant.

(b) The Escrow Agent shall not transfer any of the Escrow Shares held in the Escrow Account to Asymetrix pursuant to a Notice of Claim until such Notice of Claim has been resolved in accordance with Section 4 below.

not received written confirmation from Asymetrix that the Former Aimtech Stockholders have paid Asymetrix in full the amount demanded in such Notice of Claim, then the Escrow Agent shall: (i) immediately release from escrow and transfer to Asymetrix for cancellation that number of Escrow Shares having a value (determined pursuant to Section 4(d) hereof) equal to the amount of Damages specified in the Notice of Claim, which transferred and forfeited Escrow Shares shall be taken from and forfeited by each of the Former Aimtech Stockholders in proportion to their respective percentage interest in the Escrow Shares as set forth on Exhibit A, provided, however, that any claim under paragraph (b) of subsection 11.2.1 of the Plan shall be made only against the Former Aimtech Stockholder whose failure to have such good, valid and marketable title gave rise to such Damages, and not against any other person; and (ii) notify the Former Aimtech Stockholders in writing of such transfer of Escrow Shares (or, if applicable, Escrow Consideration as provided in the following sentence) as promptly as reasonably practicable. Notwithstanding the foregoing, in the event a Former Aimtech Stockholder has deposited cash in escrow pursuant to Section 2(d), the Escrow Agent shall first satisfy the Former Aimtech Stockholder's portion of the amount of any Claim by withdrawing from escrow and paying to Asymetrix an amount of Escrow Consideration equal to the Stated Value Per Share multiplied by the number of Escrow Shares which would otherwise be required to be released pursuant to the provisions hereof. Any amounts remaining to be paid after such Escrow Consideration has been exhausted shall be satisfied from the Escrow Shares.

reasonable hourly or daily consulting rates for the arbitrator in the event the parties are not able to agree upon his or her rate of compensation.

Instructions, provided, however, that any claim under paragraph (b) of Subsection 11.2.1 of the Plan shall be made only against the Former Aimtech Stockholder whose failure to have such good, valid and marketable title gave rise to such Damages, and not against any other person; and (ii) notify the Former Aimtech Stockholders in writing of such transfer of Escrow Shares or Escrow Consideration as promptly as reasonably practicable.

(a) The Escrow Agent shall incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and duly authorized, nor for any other action or inaction, except its own willful misconduct or gross negligence. The Escrow Agent shall have no duty to inquire into or investigate the validity, accuracy or content of any document delivered to it. The Escrow Agent shall not be responsible for the validity or sufficiency of this Agreement. In all questions arising under this Agreement, the Escrow Agent may rely on the advice or opinion of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, the Escrow Agent shall not be liable to anyone. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to it. The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement and the implied duty of good faith and fair dealing.

(b) In the event conflicting demands are made or conflicting notices are served upon the Escrow Agent with respect to the Escrow Account, the Escrow Agent shall have the absolute right, at the Escrow Agent's election, to do either or both of the following: (i) resign so a successor can be appointed pursuant to Section 10 hereof; (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or
(iii) give written notice to the other parties that it has received conflicting instructions from Asymetrix and a majority in interest of the Former Aimtech Stockholders and is refraining from taking action until it receives instructions consented to in writing by both Asymetrix and a majority in interest of the Former Aimtech Stockholders. In the event an interpleader suit as described in clause (ii) above is brought, the Escrow Agent shall thereby be fully released and discharged from all further obligations imposed upon it under this Agreement with respect to the matters that are the subject of such interpleader suit, and Asymetrix shall pay the Escrow Agent all costs, expenses and reasonable attorneys' fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent's rights under this Section 5 (such costs, fees and expenses shall be treated as extraordinary fees and expenses for the purposes of
Section 9 hereof). Asymetrix shall be entitled to reimbursement from the Former Aimtech Stockholders of any extraordinary fees and expenses of Escrow Agent in the event Asymetrix prevails in such dispute pursuant to Section 9 hereof.

(c) Each party to this Agreement other than the Escrow Agent (each an "INDEMNIFYING PARTY" and together the "INDEMNIFYING PARTIES"), hereby jointly and severally covenants and agrees to reimburse, indemnify and hold harmless Escrow Agent, the Escrow Agent's officers, directors, employees, counsel and agents (severally and collectively, "ESCROW AGENT"), from and against any loss, damage, liability or loss suffered, incurred by, or asserted against Escrow Agent (including amounts paid in settlement of any action, suit, proceeding, or claim brought or threatened to be brought and including reasonable expenses of legal counsel) arising out of, in connection with or based upon, any act or omission by Escrow Agent (not involving gross negligence or willful misconduct on Escrow Agent's part) relating in any way to this Agreement or the Escrow Agent's services hereunder. The aggregate liability of the Former Aimtech Stockholders to the Escrow Agent under this indemnity shall be limited to the Escrow Shares then in escrow hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),

even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Any Indemnifying Party who reimburses or indemnifies the Escrow Agent pursuant to this Section 5(c) shall have a right to seek contribution from any and all other Indemnifying Parties according to their relative fault.

(e) The Escrow Agent shall notify each Indemnifying Party by letter, or by telephone or telecopy confirmed by letter, of any receipt by Escrow Agent of a written assertion of a claim against Escrow Agent, or any action commenced against Escrow Agent, for which indemnification is required under Section 5(c), within ten (10) days after Escrow Agent's receipt of written notice of such claim. The Indemnifying Parties will be relieved of their indemnification obligations under this Section 5 if Escrow Agent fails to timely give such notice and such failure adversely affects the Indemnifying Parties' ability to defend such claim. However, Escrow Agent's failure to so notify each Indemnifying Party shall not operate in any manner whatsoever to relieve an Indemnifying Party from any liability that it may have otherwise than on account of this Section 5.

(f) The Escrow Agent may execute any of its powers or responsibilities hereunder and exercise any rights hereunder either directly or by or through its agents or attorneys and shall be entitled to consult with its counsel, including in-house counsel, as to any questions or matters arising hereunder and the reasonable, good faith written opinion of such counsel shall be full and complete authorization and protection to Escrow Agent in respect of any act or omission by Escrow Agent undertaken in good faith and in accordance with the opinion of such counsel. The Escrow Agent shall have no liability for the conduct of any outside attorneys, accountants or other similar professionals it retains. Nothing in this Agreement shall be deemed to impose upon Escrow Agent any duty to qualify to do business or to act as a fiduciary or otherwise in any jurisdiction other than the State of Washington.

If to Asymetrix:         Asymetrix Corporation
---------------
                         110 110th Avenue NE, Suite 700
                         Bellevue, WA  98004
                         Facsimile:  (206) 637-1540
                         Attention:  General Counsel

                                      11

With a copy to:               Mark C. Stevens, Esq.
--------------
                              Fenwick & West LLP
                              Two Palo Alto Square
                              Palo Alto, California 94306
                              Facsimile:  (415) 857-0361

or to such other address as Asymetrix, the Former Aimtech Stockholders or the Escrow Agent, as the case may be, designates in a writing delivered to each of the other parties hereto in accordance with this Section 6.

card, miniature photographic or other similar process. The parties hereto agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

ASYMETRIX CORPORATION

By:________________________________
Title:_____________________________

ESCROW AGENT

By:________________________________
Authorized Signatory

[SIGNATURE PAGE TO ESCROW AGREEMENT]

September 11, 1997

Aimtech Corporation
20 Trafalgar Square, Suite 300
Nashua, NH 03063

Ladies and Gentlemen:

We have acted as counsel to Asymetrix Corporation, a Washington corporation ("ASYMETRIX") in connection with the Amended and Restated Agreement and Plan of Reorganization, made effective as of June 24, 1997, by and among Asymetrix, ASX Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Asymetrix ("MERGER SUB"), and Aimtech Corporation, a Delaware corporation ("AIMTECH"), such agreement, together with all Exhibits and Schedules thereto, being referred to as the "REORGANIZATION AGREEMENT." Pursuant to the Reorganization Agreement, upon the Effective Time (as defined in the Reorganization Agreement) Aimtech will merge with and into Merger Sub (the "MERGER"). This opinion is being delivered pursuant to Section 8.5 of the Reorganization Agreement. Unless otherwise indicated, all capitalized terms used herein have the meanings given to those terms in the Reorganization Agreement.

In order to render this opinion we have examined the documents described on Attachment A to this letter. We have not examined any documents other than those described on Attachment A hereto nor have we made any independent factual investigation. We have examined such matters of law as we have deemed necessary. We have not caused the search of any docket of any court, tribunal, agency or, except as listed on Attachment A hereto, similar authority or any other record of any governmental agency or third party.

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the lack of any undisclosed terminations, modifications, waivers or amendments to any agreements reviewed by us, the legal competence or capacity of all natural persons executing the same, and (except with respect to due execution and delivery of the Reorganization Agreement and the Asymetrix Ancillary Agreements by Asymetrix and Merger Sub) the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof.

As to matters of fact relevant to this opinion, we have relied solely upon
(a) our examination of the documents referred to on Attachment A hereto and our actual knowledge, and have assumed the current accuracy and completeness of the information obtained from public officials and records included in the documents referred to on Attachment A hereto, (b) the representations and warranties of the parties to the Reorganization Agreement as set forth

Aimtech Corporation
September 11, 1997

As used in this opinion, the phrases "our actual knowledge," "we are not aware" or "to our knowledge" refer only to the actual knowledge of the attorneys currently in this firm who have rendered legal services to Asymetrix or Merger Sub and mean that such attorneys have not been informed by Asymetrix or Merger Sub that the matters stated are factually incorrect. We have made no investigation of such matters other than our examination of documents referred to on Attachment A hereto. No inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of Asymetrix or Merger Sub.

For the purposes of this opinion, we have also assumed that: (a) each party (other than Asymetrix and Merger Sub) has all requisite power and authority, and has taken any and all corporate or other action necessary, for the due authorization by such party of the execution, delivery and performance by such party of the Reorganization Agreement and each Aimtech Ancillary Agreement to which it is a party and the performance by it of all of its respective obligations thereunder; (b) Aimtech has fully performed all the obligations which it is to perform at or before the Effective Time; (c) all the representations and warranties made by each party other than Asymetrix or Merger Sub in, or pursuant to, the Reorganization Agreement and each Aimtech Ancillary Agreement are true and complete in all material respects; and (d) each of the Reorganization Agreement and each Aimtech Ancillary Agreement is duly enforceable in accordance with its terms against, and constitutes the legal, valid and binding obligations of, the respective parties thereto other than Asymetrix or Merger Sub.

This opinion is qualified by, and is subject to, and we render no opinion with respect to, the limitations and exceptions to the enforceability of contracts and obligations generally, including, without limitation:

(a) the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors generally;

(b) the effect of principles of public policy, general principles of equity and similar principles, including, without limitation, concepts of materiality, reasonableness and unconscionability and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether considered in a proceeding in equity or at law; and

(c) the effect of Section 1670.5 of the California Civil Code and of California court decisions indicating that certain covenants and provisions of agreements are unenforceable where (I) the breach of such covenants or provisions imposes restrictions

Aimtech Corporation
September 11, 1997

or burdens upon the other party and it cannot be demonstrated that the enforcement of such restrictions or burdens is reasonably necessary for the protection of the party seeding to enforce such provisions or (ii) the enforcement of such covenants or provisions under the circumstances would violate the implied covenant of good faith and fair dealing.

We render no opinion with respect to: (a) compliance or noncompliance with antifraud provisions of applicable state and federal statutes, rules and regulations concerning the issuance and sale of securities; (b) as to the tax consequences of the Merger under applicable federal, state and local tax laws and regulations, (c) the enforceability of the voting provisions contained in the Voting Agreement; and (d) the non-competition covenant contained in the Employment Agreement.

In rendering the opinion expressed in paragraph 1 below regarding the good standing of Asymetrix and Merger Sub, we have relied solely on the certification of Asymetrix and Merger Sub's good standing set forth in the Certificates of Good Standing described on Attachment A hereto.

We also call your attention to the fact that under various reports published by committees of the State Bar of California, certain assumptions, qualifications and exceptions are implicit in opinions of lawyers. Although we have expressly set forth some assumptions, qualifications and exceptions herein, we are not limiting or omitting any others set forth in the various reports or otherwise deemed standard by practice for lawyers in California.

Based upon the foregoing, subject to the assumptions and qualifications referred to herein and except as may be otherwise set forth in the Reorganization Agreement, the Exhibits thereto, the Asymetrix Schedule of Exceptions and the Asymetrix Ancillary Agreements and the respective Exhibits and Schedules thereto, as applicable, it is our opinion that as of immediately prior to the Closing on the date hereof:

l. Asymetrix is a corporation duly organized, validly existing and in good standing under the laws of the State of Washington. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Aimtech Corporation
September 11, 1997

2. Each of Asymetrix and Merger Sub had the requisite corporate right, power and authority to enter into, execute and deliver the Reorganization Agreement and each Asymetrix Ancillary Agreement to which it is a party and to perform the transactions contemplated thereby. All corporate action required to be taken by or on the part of Asymetrix and Merger Sub to authorize Asymetrix or Merger Sub, as the case may be, to enter into, execute and deliver the Reorganization Agreement and each Asymetrix Ancillary Agreement to which it is a party has been duly and validly taken.

3. No government consents, approvals, authorizations, registrations, declarations or filings are required to be obtained by Asymetrix or Merger Sub for the execution, delivery or performance by Asymetrix or Merger Sub of the Reorganization Agreement or the Asymetrix Ancillary Agreements to which it is a party, except such as have been obtained or made, except for (a) the filing of a Form D with respect to the issuance of the Merger Shares in the Merger, (b) filings made under applicable securities laws of the various states of the United States and (c) the filing of the Agreement of Merger with the Delaware Secretary of State.

4. The Reorganization Agreement and each Asymetrix Ancillary Agreement to which Asymetrix or Merger Sub is a party have been duly authorized, executed and delivered by Asymetrix or Merger Sub, as applicable, and are valid and binding obligations of Asymetrix or Merger Sub, as applicable, enforceable against Asymetrix or Merger Sub, as applicable, in accordance with their respective terms.

5. The authorized capital stock of Asymetrix consists of 40,000,000 shares of Asymetrix Common Stock, $0.01 par value, 8,803,558 shares of which are outstanding, and 5,000,000 shares of Class B Stock, $0.001 par value, 50,000 shares of which are designated as Series 1 Class B Stock, of which 37,500 shares are outstanding, and of which 388,395 shares are designated as Series A Stock, all of which are outstanding, and of which 388,395 shares are designated as Series B Stock, all of which are outstanding, and 2,250,000 of which are designated as Series 4 Class B Stock, of which 200,000 shares are outstanding. To our knowledge, options to purchase 3,981,529 shares of Asymetrix Common Stock and 19,431 shares of Series 4 Class B Stock are outstanding on the date hereof. The authorized capital stock of Merger Sub consists of one share of Common Stock, which share is outstanding.

6. The shares of Asymetrix Series 4 Class B Stock that are issuable upon, and in exchange for, the outstanding shares of Aimtech Common Stock in the Merger, when so issued in accordance with the terms and conditions of the Reorganization Agreement, will be duly and validly issued, fully paid and non- assessable.

7. Neither the execution nor the delivery by each of Asymetrix or Merger Sub of the Reorganization Agreement or any Asymetrix Ancillary Agreement to which it is a party, nor the consummation of the transactions provided for therein, is in conflict with any provision of: (a) the Articles of Incorporation or Bylaws of Asymetrix or the Certificate of Incorporation or Bylaws of Merger Sub, as currently in effect or (b) to our knowledge, any

Aimtech Corporation
September 11, 1997

judgment, order or decree of any court or arbitrator to which Asymetrix or Merger Sub is a party or is subject.

In rendering the opinions above, we are opining only as to the specific legal issues expressly set forth herein, and no opinion shall be inferred as to other matters. This opinion is intended solely for Aimtech's use for the purpose of the above transaction, and is not to be made available to, or relied upon for any other purpose, or by any other person or entity, without our prior written consent. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not they would affect or modify the opinions expressed herein.

Very truly yours,

ATTACHMENT A

DOCUMENTS REVIEWED

(1) The Reorganization Agreement.

(2) Registration Rights Agreement dated as of the date hereof between Asymetrix and the persons and entities listed on Exhibit A thereto

(3) The Voting Agreement dated as of the date hereof between Asymetrix and Paul Allen.

(4) Escrow Agreement dated as of the date hereof between Asymetrix and the Escrow Agent.

(5) Employment Agreement effective as of September 11, 1997 between Asymetrix and Leo Lucas.

(6) A copy of Asymetrix's Articles of Incorporation, certified by the Washington Secretary of State on September 9, 1997.

(7) A copy of Merger Sub's Certificate of Incorporation, certified by the Delaware Secretary of State on June 24, 1997.

(8) A copy of the By-Laws of each of Asymetrix and Merger Sub, certified by the Secretary of Asymetrix or Merger Sub, as applicable, on the date hereof.

(9) Action by Unanimous Written Consent of the Board of Directors of Asymetrix dated as of June 24, 1997.

(10) Action by Unanimous Written Consent of the Board of Directors of Merger Sub and of the sole stockholder of Merger Sub dated as of June 24, 1997.

(11) A Management Certificate with respect to Asymetrix and Merger Sub addressed to us and dated as of the date hereof and executed by Asymetrix and Merger Sub (the "MANAGEMENT CERTIFICATE"), a copy of which is attached hereto as Attachment A.

(12) Certificate of Secretary of Asymetrix dated as of the date hereof.

(13) Certificate of Secretary of Merger Sub dated as of the date hereof.

(14) A Certificate of Good Standing regarding Merger Sub issued by the Delaware Secretary of State, dated September 9, 1997 together with the certificate referred to in item (15), the "CERTIFICATES OF GOOD STANDING"

(15) A Certificate of Good Standing regarding Asymetrix issued by the Secretary State of the State of Washington, dated September 9, 1997.

(16) A copy of the shareholder and option holder list of Asymetrix dated as of September 11, 1997 provided to us by Asymetrix.

(17) Certificates of Good Standing and bring-down telegrams of good standing, each regarding Asymetrix, dated as of September 11, 1997, September 11, 1997, September 9, 1997, September 9, 1997 and September 9, 1997 (respectively), issued by the States of California, New York, New Hampshire, Texas and Virginia.

September 11, 1997

Fenwick & West LLP
Two Palo Alto Square
Palo Alto, CA 94306

Ladies and Gentlemen:

This opinion refers to the Amended and Restated Agreement and Plan of Reorganization, made effective as of June 24, 1997, by and among Asymetrix Corporation, a Washington corporation ("ASYMETRIX"), ASX Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Asymetrix ("MERGER SUB"), and Aimtech Corporation, a Delaware corporation (the "AIMTECH"), such agreement, together with all Exhibits and Schedules thereto, being referred to as the "REORGANIZATION AGREEMENT." Pursuant to the Reorganization Agreement, upon the Effective Time (as defined in the Reorganization Agreement) Merger Sub will merge with and into Aimtech (the "MERGER"). Unless otherwise indicated, all capitalized terms used herein have the meanings given to those terms in the Reorganization Agreement.

In my examination of documents for purposes of this opinion, I have assumed (to the extent that I do not have actual knowledge of), and express no opinion as to, the genuineness of all signatures on original documents, the authenticity of all documents submitted as originals, the conformity to originals of all documents submitted as copies, the lack of any undisclosed terminations, modifications, waivers or amendments to any agreements reviewed by me, the legal competence or capacity of all natural persons executing the same, and (except with respect to due execution and delivery of the Reorganization Agreement by Asymetrix) the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof.

Fenwick & West LLP
September 11, 1997

any facts that would lead me to believe that any of the opinions expressed herein are not accurate.

For the purposes of this opinion, I have also assumed that: (a) each party (other than Asymetrix) has all requisite power and authority, and has taken any and all corporate or other action necessary, for the due authorization by such party of the execution, delivery and performance by it of the Reorganization Agreement and each Aimtech Ancillary Agreement to which it is a party and the performance by it of all its obligations thereunder; (b) Aimtech has fully performed all the other obligations which it is to perform at or before the Effective Time; (c) all the representations and warranties made by any party other than Asymetrix or Merger Sub in, or pursuant to, the Reorganization Agreement and each Aimtech Ancillary Agreement are true and complete in all material respects; and (d) the Reorganization Agreement and each Aimtech Ancillary Agreement is duly enforceable in accordance with its terms against, and constitutes the legal, valid and binding obligations of, the parties thereto other than Asymetrix or Merger Sub.

This opinion is qualified by, and is subject to, and I render no opinion with respect to, the limitations and exceptions to the enforceability of contracts and obligations generally, including, without limitation:

(a) the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors generally;

(b) the effect of principles of public policy, general principles of equity and similar principles, including, without limitation, concepts of materiality, reasonableness and unconscionability and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether considered in a proceeding in equity or at law.

I render no opinion with respect to: (a) compliance or noncompliance with provisions of applicable state and federal statutes, rules and regulations concerning the issuance and sale of securities; (b) as to the tax consequences of the Merger under applicable federal, state and local income tax laws and regulations, (c) the enforceability of the voting provisions contained in the Voting Agreement; and (d) the non-competition covenant contained in the Employment Agreement.

I am admitted to practice law in the State of Washington, and I express no opinion herein with respect to the application or effect of the laws of any jurisdiction other than the existing laws of the State of Washington and the existing federal laws of the United States of America. Special rulings of such authorities or opinions of other counsel have not been sought or obtained.

Fenwick & West LLP
September 11, 1997

My opinion is limited to such Washington and United States statutes, laws, rules or regulations as in my experience are of general application to transactions of the sort contemplated by the Reorganization Agreement.

Based upon the foregoing, subject to the assumptions and qualifications referred to herein and except as may be otherwise set forth in the Reorganization Agreement, the Exhibits thereto, the Asymetrix Schedule of Exceptions, or the Asymetrix Ancillary Agreements, it is my opinion that as of immediately prior to the Closing on the date hereof:

1. Asymetrix had the requisite corporate right, power and authority to enter into, execute and deliver the Reorganization Agreement and each Asymetrix Ancillary Agreement to which it is a party. All corporate action required to be taken by or on the part of Asymetrix to authorize Asymetrix to enter into, execute and deliver the Reorganization Agreement and each Asymetrix Ancillary Agreement to which it is a party has been duly and validly taken.

2. No consents, approvals, authorizations, registrations, declarations or filings by or with the State of Washington are required to be obtained by Asymetrix for the execution, delivery or performance by Asymetrix of the Reorganization Agreement or the Asymetrix Ancillary Agreements to which it is a party, except such as have been obtained or made, except for the filing of a Form D with respect to the issuance of the Merger Shares in the Merger and except for filings made under applicable securities laws.

3. The Reorganization Agreement and each Asymetrix Ancillary Agreement to which Asymetrix is a party have been duly authorized, executed and delivered by Asymetrix, are valid and binding obligations of Asymetrix, enforceable against Asymetrix in accordance with their respective terms.

4. The authorized capital stock of Asymetrix consists of 40,000,000 shares of Asymetrix Common Stock, $0.01 par value, 8,080,555 of which are outstanding, and 5,000,000 shares of Class B Stock, $0.01 par value, of which 50,000 shares are designated as Series 1 Class B Stock, of which 37,500 shares are outstanding, and 388,395 are designated as Series A Stock, all of which are outstanding, 388,395 are designated as Series B Stock, all of which are outstanding, and 2,500,000 of which are designated as Series 4 Class B Stock, 200,000 of which are outstanding.

6. The shares of Asymetrix Series 4 Class B Stock that are issuable upon, and in exchange for, the outstanding shares of Aimtech Common Stock in the Merger, when so issued in accordance with the terms and conditions of the Reorganization Agreement, will be duly and validly issued, fully paid and non- assessable.

7. Neither the execution nor the delivery by Asymetrix of the Reorganization Agreement or any Asymetrix Ancillary Agreement to which it is a party, nor the consummation of the transactions provided for therein, are in conflict with any provision of: (a) the Articles of Incorporation or Bylaws of Asymetrix, as applicable, as currently in effect or (b) to my

Fenwick & West LLP
September 11, 1997

knowledge, any judgment, order or decree of any court or arbitrator to which Asymetrix is a party or is subject.

In rendering the opinions above, I am opining only as to the specific legal issues expressly set forth herein, and no opinion shall be inferred as to other matters. This opinion is intended solely for the use of Fenwick & West LLP for the purpose of rendering its opinion to Aimtech in connection with the above transaction, and is not to be made available to, or relied upon for any other purpose, or by any other person or entity, without my prior written consent. I assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to my attention whether or not they would affect or modify the opinions expressed herein.

Very truly yours,

Steven Esau
General Counsel

ATTACHMENT A
Documents Reviewed

(1) The Reorganization Agreement.

(2) Registration Rights Agreement dated as of the date hereof between Asymetrix and the persons and entities listed on Exhibit A thereto.

(3) The Voting Agreement dated as of the date hereof between Asymetrix and Paul Allen.

(4) Escrow Agreement dated as of the date hereof between Asymetrix and the persons and entities listed on Exhibit A thereto.

(5) Bank Escrow Agreement dated as of the date hereof between Asymetrix and the Escrow Agent.

(5) Employment Agreement made effective as of September 11, 1997 between Asymetrix and Leo Lucas.

(6) A copy of Asymetrix's Articles of Incorporation.

(7) A copy of Merger Sub's Certificate of Incorporation, certified by the Delaware Secretary of State on June 24, 1997.

(8) A copy of the By-Laws of each of Asymetrix and Merger Sub.

(9) Action by Unanimous Written Consent of the Board of Directors of Asymetrix dated as of June 24, 1997.

(10) Action by Unanimous Written Consent of the Board of Directors and of the sole stockholder of Merger Sub dated as of June 24, 1997.

VOTING AGREEMENT

THIS VOTING AGREEMENT (this "AGREEMENT") is made and entered into as of September 11, 1997 (the "EFFECTIVE DATE") by and among ASYMETRIX CORPORATION, a Washington corporation, (the "COMPANY"), AIMTECH CORPORATION, a Delaware corporation (the "AIMTECH"), Shelley A. Harrison, as representative for the Designators (defined below) (the "REPRESENTATIVE"), and Paul Allen (the
"SHAREHOLDER").

A. The Company, ASX Merger Corporation, a Delaware corporation ("SUB") and wholly-owned subsidiary of the Company, and Aimtech have entered into that certain Amended and Restated Agreement and Plan of Reorganization (the "PLAN") dated as of June 24, 1997 pursuant to which Sub will merge into Aimtech in a reverse triangular merger.

B. As an inducement to Aimtech to enter into the Plan, the Company, the Shareholder and Aimtech desire to enter into this Agreement to set forth their agreement and understanding with respect to the voting of shares of the Company's capital stock held by Shareholder on certain matters.

NOW THEREFORE, in consideration of the above recitals and the mutual covenants made herein, the parties hereby agree as follows:

(a) elect to remove from the Company's Board of Directors any incumbent Board Designee who occupies a Board seat for which the Designators are entitled to designate the Board Designee under Section 1.1; and/or

removal by the Designators; and (b) the election to the Company's Board Directors of a new Board Designee so designated for election to the Company's Board of Directors by the Designators.

(a) September 10, 2002;

(b) The execution by the Shareholder, the Company and Aimtech of a written agreement to terminate this Agreement;

(c) The consummation of the first sale of securities of the Company to the public pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended;

(d) The first date on which the outstanding capital stock of the Company owned by the Former Aimtech Stockholders (calculated on an as-converted- into-Common Stock basis) constitutes less than five percent (5%) of the number of shares of the Company's Common Stock that would be outstanding if all then outstanding shares of the Company's convertible capital stock were then converted into shares of the Company's Common Stock; or

(e) Immediately prior to the closing of (i) any consolidation or merger of the Company with or into any other corporation or corporations in which the holders of the Company's outstanding shares immediately before such consolidation or merger do not, immediately after such consolidation or merger, retain stock representing a majority of the voting power of the surviving corporation of such consolidation or merger or stock representing a majority of the voting power of a corporation that wholly owns, directly or indirectly, the surviving corporation of such consolidation or merger; (ii) the sale, transfer or assignment of securities of the Company representing a majority of the voting power of all the Company's outstanding voting securities by the holders thereof to an acquiring party in a single transaction or series of related transactions;
(iii) any other sale, transfer or assignment of securities of the Company representing over fifty percent (50%) of the voting power of the Company's then

outstanding voting securities by the holders thereof to an acquiring party; or
(iv) the sale of all or substantially all the Company's assets.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

COMPANY:                                          AIMTECH:
-------                                           -------

By:______________________________                 By:_________________________

Printed Name:____________________                 Printed Name:_______________

Title:___________________________                 Title:______________________


SHAREHOLDER:                                      REPRESENTATIVE:
-----------                                       --------------

__________________________________                ____________________________
Paul Allen

[SIGNATURE PAGE TO VOTING AGREEMENT]

September 11, 1997

Asymetrix Corporation
110 110th Avenue, N.E., Suite 700
Bellevue, Washington 98004

Ladies and Gentlemen:

This opinion is furnished to you pursuant to Section 9.5 of the Amended and Restated Agreement and Plan of Reorganization, made effective June 24, 1997 (together with all Exhibits and Schedules thereto, the "Reorganization Agreement"), by and among Aimtech Corporation, a Delaware corporation ("Aimtech"), Asymetrix Corporation, a Washington corporation ("Asymetrix"), and ASX Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Asymetrix ("Merger Sub"). Capitalized terms used in this opinion and not otherwise defined herein shall have the respective meanings ascribed to them in the Reorganization Agreement.

We have acted as counsel to Aimtech in connection with the Merger, pursuant to which Merger Sub will merge with and into Aimtech, with Aimtech as the surviving corporation. Each share of Aimtech Common Stock outstanding immediately prior to the Effective Time of the Merger (other than Dissenting Shares and shares held by Aimtech as treasury stock) will be converted into the right to receive a certain number of shares of Merger Stock determined in accordance with a formula set forth in the Reorganization Agreement.

In connection with rendering this opinion, we have reviewed and relied upon the following documents:

1. The Reorganization Agreement;

2. The Side Letter dated as of September 10, 1997 between Asymetrix, Merger Sub and Aimtech (the "Side Letter");

3. The Escrow Agreement dated as of the date hereof among Asymetrix and the persons and entities listed on Exhibit A thereto;

4. The Bank Escrow Agreement dated as of the date hereof among Asymetrix, The Commerce Bank of Washington, N.A. and the persons and entities listed on Exhibit A thereto;

5. The Certificate of Incorporation of Aimtech, with all amendments, together with a long-form good standing certificate of the Secretary of State of Delaware listing the Certificate of Incorporation and all of such amendments dated September 9, 1997 (the "Delaware Certificate);

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September 11, 1997

6. The Bylaws of Aimtech, as amended to date, as certified by the Secretary of Aimtech;

7. Resolutions of the Board of Directors of Aimtech authorizing the execution and delivery by Aimtech of the Reorganization Agreement and the transactions contemplated therein, as certified by the Secretary of Aimtech;

8. Resolutions of the stockholders of Aimtech authorizing the Reorganization Agreement, as certified by the Secretary of Aimtech;

9. A certificate of the New Hampshire Secretary of State dated September 9, 1997 as to the corporate authority of Aimtech to do business in New Hampshire (the "New Hampshire Certificate");

10. The corporate minute and stock record books of Aimtech, as certified by the Secretary of Aimtech;

12. The Agreement of Merger to be filed with the Secretary of State of Delaware pursuant to the Reorganization Agreement; and

13. The Bridge Notes (as defined below); and

14. Such other documents, corporate records, certificates (including, but not limited to, certificates of public officials and officers of Aimtech) and materials as we have deemed necessary for the purpose of the opinions rendered herein.

In our examination of the above documents, we have relied, as to all questions of fact material to this opinion, upon certificates of public officials and officers of Aimtech (including the Officers' Certificate), and we have assumed the genuineness of all signatures, the legal capacity of all individual signatories, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of such latter documents. Furthermore, with your permission, we have assumed without independent investigation that the representations and warranties of the parties contained in the Reorganization Agreement are true and correct as to all factual matters stated therein.

Any reference to the "best of our knowledge" or "our knowledge", or to any matter "known to us," "coming to our attention" or "of which we are aware" or any variation of any of the foregoing shall mean the conscious awareness of any of the attorneys of this firm who have rendered substantive attention to the transactions contemplated by the Reorganization Agreement

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September 11, 1997

of the existence or absence of any facts which would contradict the opinions set forth below. We have not undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of Aimtech. Without limiting the foregoing, we have not examined any electronic database, or the records of any court, administrative tribunal, regulatory agency or other similar entity in connection with our opinions set forth below.

For purposes of our opinions set forth below, we have assumed that each party to the Reorganization Agreement and the Side Letter other than Aimtech has all requisite power, legal authority and capacity and has taken all necessary action to execute and deliver the Reorganization Agreement and to effect the transactions contemplated thereby, and we have assumed that the Reorganization Agreement constitutes the valid, binding and enforceable obligation of each party thereto other than Aimtech. We are expressing no opinion herein as to the application of any federal or state law or regulation to the power, authority or competence of any party to the documents referenced below other than Aimtech, or as to the compliance by any such party with any such law or regulation.

Our opinions expressed herein are qualified to the extent that they may be subject to or affected by ((i)applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the rights and remedies of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing and (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing. Further, we do not express any opinion as to the availability of any remedy of specific performance or any other equitable remedy upon breach of any provision of any agreement as to which we are opining herein, whether applied by a court of law or equity. We also do not express any opinion as to the enforceability of any noncompetition covenants or provisions relating to the indemnification of, or contribution to, any person for securities laws violations.

In rendering the opinion in paragraph 1 below, insofar as it relates to the due incorporation, corporate good standing and valid existence of Aimtech, and as to the foreign qualification and good standing of Aimtech in New Hampshire, we have relied solely on the Delaware Certificate and the New Hampshire Certificate, and such opinions are limited accordingly and are rendered as of the respective dates of such certificates.

Our opinions in the first and last sentences of paragraph 5 below are based solely on our review of the stock and corporate record books of Aimtech and on the Officers' Certificate. Our opinion in paragraph 5 below as to full payment for outstanding Aimtech shares is based solely on the Officers' Certificate. Except as expressly set forth in paragraph 8 below, we express no opinion as to the compliance by Aimtech with applicable state or federal securities laws in connection with the issuance at any time of shares of Aimtech Common Stock. We express no opinion as to the compliance by Aimtech with applicable state or federal antifraud laws.

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September 11, 1997

We are expressing no opinion as to compliance by Aimtech with any state securities or "blue sky" laws or with any state or federal antifraud laws, nor are we expressing any opinion as to compliance with any applicable fiduciary obligations of Aimtech or the directors or officers thereof. We are expressing no opinion herein as to the tax consequences of the Merger under applicable federal, state and local income tax laws and regulations or as to the accounting treatment of the Merger.

In rendering the opinions below, we are opining only as to the specific legal issues expressly set forth herein, and no opinion shall be inferred as to any other matters.

We do not express any opinion as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Massachusetts, the statutory provisions of the Delaware General Corporation Law and the federal law of the United States of America. To the extent that any other laws govern the matters as to which we are opining below, we have assumed, without any investigation whatsoever, that such laws are identical to the state laws of the Commonwealth of Massachusetts, and we express no opinion as to whether such assumption is reasonable or correct. We note that the Reorganization Agreement is governed by the laws of the State of Washington. We are expressing no opinion herein as to the enforceability of choice of law or choice of forum provisions of any agreement.

For purposes of our opinion in paragraph 8 below, we have relied upon the representations made by the purchasers of Aimtech Common Stock and Warrants in
Section 4.1 of the Common Stock and Warrant Purchase Agreement dated May 2, 1996 (such Common Stock and Warrant Purchase Agreement being hereinafter referred to as the "1996 Agreement" and the shares of Common Stock and Warrants being sold at the Closing contemplated by such agreement being referred to as the "1996 Securities"), on the accuracy of the information in the Stockholder Questionnaires completed by each of the stockholders of Aimtech who purchased the 8% Convertible Demand Notes issued by Aimtech in July 1997 (the "Bridge Notes") (other than stockholders under the management of Zesiger Capital Group) and on the confirmation dated July 3, 1997 of Mary Estabil of Zesiger Capital Group confirming that all stockholders of Aimtech under the management of Zesiger Capital Group are accredited investors for federal securities laws purposes.

Based upon and subject to the foregoing, we are of the opinion that:

1. Aimtech is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Aimtech is duly qualified to do business as a foreign corporation in the State of New Hampshire.

2. Aimtech has the requisite corporate power and authority to own, lease and operate its properties (as such properties are known to us) and to carry on its business as, to our knowledge, it is now conducted, and to enter into the Reorganization Agreement and the Side Letter and to perform its obligations thereunder.

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September 11, 1997

3. No government consents, approvals, authorizations, registrations, declarations or filings are required to be obtained by Aimtech for the execution, delivery or performance by or on behalf of Aimtech of the Reorganization Agreement and the Side Letter, except such as have been obtained or made.

4. Each of the Reorganization Agreement and the Side Letter has been duly authorized, executed and delivered by Aimtech. All corporate action required to be taken by Aimtech's Board of Directors and stockholders to authorize Aimtech to enter into, execute and deliver each of the Reorganization Agreement and the Side Letter and to perform its obligations thereunder has been duly and validly taken. Each of the Reorganization Agreement and the Side Letter is a valid and binding obligation of Aimtech, enforceable against Aimtech in accordance with its terms.

5. The authorized capital stock of Aimtech consists of 20,000,000 shares of Aimtech Common Stock, of which 4,462 shares were issued and outstanding immediately before the Effective Time (taking into account the conversion of the Bridge Notes). All currently outstanding shares of Aimtech's capital stock have been duly authorized and validly issued, and are fully paid and nonassessable. Other than as set forth in the Aimtech Schedule of Exceptions, there are, to our knowledge, (a) no outstanding subscriptions, warrants, options, calls, claims, commitments, convertible securities or other agreements or arrangements under which Aimtech is or may be obligated to issue any shares of its capital stock,
(b) no preemptive rights to subscribe for or to purchase capital stock of Aimtech, and (c) no outstanding rights to cause Aimtech to register shares of capital stock of Aimtech under the 1933 Act or under any other jurisdiction's securities laws. The Stock Split has been duly effected in accordance with the Delaware General Corporation Law. The Former Aimtech Stockholders are the only stockholders of record of Aimtech.

6. Neither the execution and delivery of the Reorganization Agreement or the Side Letter nor the consummation of the transactions provided for in the Reorganization Agreement or the Side Letter are in conflict with any provision of: (a) the Certificate of Incorporation or Bylaws of Aimtech currently in effect; (b) any judgment, order or decree of any court or arbitrator specifically naming Aimtech which is known to us or (c) to our knowledge, any agreement (including government contracts), indenture, mortgage, franchise, license, permit, lease or other instrument identified in the Aimtech Schedule of Exceptions.

7. To our knowledge and except as set forth on the Aimtech Schedule of Exceptions, Aimtech is not a party to any pending or threatened action, suit, labor dispute (including any union representation proceeding), proceeding, arbitration, mediation, investigation, or discrimination claim in or by any court or governmental board, commission, agency, department or officer, or by any arbitrator.

8. The offer, issuance and sale by Aimtech of the 1996 Securities pursuant to the 1996 Agreement and the offer, issuance and sale by Aimtech of the Bridge Notes (and the

Asymetrix Corporation
September 11, 1997

conversion or exercise of such securities into Aimtech Common Stock prior to the Effective Time) were exempt from registration under the Securities Act of 1933, as amended.

This opinion is provided solely for the benefit of the Asymetrix and the Merger Sub in connection with the Reorganization Agreement and is not to be made available to, quoted or relied upon by any other person, firm or entity, or for any other purpose, without our prior written consent. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

Very truly yours,

HALE AND DORR LLP

Officer's Certificate

This certificate is being delivered by Aimtech Corporation ("Aimtech") to Hale and Dorr LLP in connection with the legal opinion being rendered as of the date hereof by Hale and Dorr LLP to Asymetrix Corporation ("Asymetrix") pursuant to the Amended and Restated Agreement and Plan of Reorganization, made effective June 24, 1997 by and among Aimtech Corporation, Asymetrix Corporation and ASX Merger Corporation (the "Reorganization Agreement").

1. No actions have been taken to dissolve or liquidate Aimtech or otherwise terminate the corporate existence of Aimtech. Aimtech has no offices and owns no property other than in the State of New Hampshire and the United Kingdom, except for property (a) that has been moved to the State of Washington at the direction of Asymetrix and (b) in the possession of John Synk, an Aimtech sales person based in the State of Maryland. Aimtech has no employees other than in the States of New Hampshire, Washington and Maryland and the United Kingdom.

2. Aimtech's sole business is the development and licensing of multimedia and Java authoring software and software for use in the field of computer based training.

3. As of the time that the Reorganization Agreement was executed and delivered, and at the Effective Time, Aimtech had fewer than 75 employees.

4. The only members of the Board of Directors of Aimtech at the time the Reorganization Agreement and the transactions contemplated thereby were authorized, and at all times since such date through the date hereof, were Shelley A. Harrison, Susanne Harrison, Andrew Huffman, Charles G. Moore and Jody A. Owen.

5. The consideration paid for each outstanding share of Aimtech Common Stock was not less than $.01 per share, and all such consideration was paid in the form of cash, services rendered, personal property, real property, leases of real property or a combination thereof.

6. Other than as set forth in the Aimtech Schedule of Exceptions to the Reorganization Agreement, there are (a) no outstanding subscriptions, warrants, options, calls, claims, commitments, convertible securities or other agreements or arrangements under which Aimtech is or may be obligated to issue any shares of its capital stock; (b) no preemptive or other rights to subscribe for or to purchase capital stock of Aimtech; or (c) no outstanding rights to cause Aimtech to register shares of capital stock of Aimtech under the 1933 Act or under any other jurisdiction's securities laws.

8. Aimtech is not party to any judgment, order or decree of any court or arbitrator or any agreement (including government contracts), indenture, mortgage, franchise, license, permit, lease or other instrument except as identified in the Aimtech Schedule of Exceptions to the Reorganization Agreement.

9. Aimtech is not a party to any pending or threatened action, suite, labor dispute (including any union representation proceeding), proceeding, arbitration, mediation, investigation, or discrimination claim in or by any court or governmental board, commission, agency, department or officer, or by any arbitrator.

10. To the knowledge of the undersigned, all of the purchasers of the Aimtech Common Stock and Warrants pursuant to the Common Stock and Warrant Purchase Agreement dated May 2, 1996 and all of the purchasers if the 8% Convertible Demand Notes issued by Aimtech in July 1997 are accredited investors for federal securities laws purposes.

11. Other than the 8% Convertible Demand Notes issued in July 1997 in a principal amount not greater than $1,000,000, Aimtech has not issued any securities since May 2, 1996.

EXECUTED as of the 11th day of September, 1997.

AIMTECH CORPORATION

By: ________________________________

David Johnson, Secretary and

Chief Financial Officer

EXHIBIT 9.12

__________, 1997

Asymetrix Corporation
110 110th Avenue NE, Suite 700
Bellevue, WA 98004

INVESTMENT REPRESENTATION LETTER

The undersigned holder ("STOCKHOLDER") of Common Stock (the "AIMTECH STOCK") of Aimtech Corporation, a Delaware corporation ("AIMTECH"), is acquiring shares of the capital stock of Asymetrix Corporation, a Washington corporation ("ASYMETRIX") pursuant to that certain Agreement and Plan of Reorganization (the "PLAN") dated as of June 24, 1997 among Asymetrix, ASX Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Asymentrix ("SUB") and Aimtech Corporation, a Delaware corporation ("AIMTECH"), pursuant to which Sub will merge with and into Aimtech in a reverse triangular merger (the "MERGER"), and all of the outstanding capital stock of Aimtech will be converted into shares of Asymetrix Series 4, Class B Stock (the "RESTRICTED SECURITIES") pursuant to a private placement effected pursuant to Section 4(2) of the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT") and/or Regulation D promulgated thereunder. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to such terms in the Plan.

In connection with the Merger, Stockholder hereby represents and warrants to Asymetrix as follows:

the restrictions on the transfer of the Restricted Securities imposed by Rule
144. Stockholder understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act or some other exemption from the registration requirements of the Securities Act will be required in order to enable Stockholder to dispose of the Restricted Securities, and that Stockholder may be required to hold the Restricted Securities for a significant period of time prior to reselling them. Stockholder acknowledges that if it is or becomes an "affiliate" of Asymetrix, then certain restrictions, including volume limits, imposed by Rule 144 will continue to apply to Stockholder beyond the second anniversary of the date on which Stockholder acquires the Restricted Securities.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT (AND CURRENT PROSPECTUS) IS IN EFFECT AS TO THE SECURITIES, (2) AN EXEMPTION THEREFROM IS AVAILABLE, OR (3) THE SECURITIES ARE SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

[THE NEXT TWO SECTIONS ARE ONLY FOR STOCKHOLDERS WHICH ARE NOT INDIVIDUALS]

Sincerely,

By:_______________________________

Name:_____________________________

Title:____________________________

[SIGNATURE PAGE TO INVESTMENT REPRESENTATION LETTER]

[Letterhead of Purchaser Representative]

[Date]

Dear [Investor]:

I am not an affiliate, director, officer or other employee of Asymetrix, or the beneficial owner of ten percent or more of any class of the equity securities of, or ten percent or more of the equity interest in, Asymetrix. I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of an investment in Asymetrix. I am an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.

There exists no material relationship between me or any of my affiliates, on the one hand, and Asymetrix or any of its affiliates, on the other hand,
[OTHER THAN __________________ AND THE PROPOSED PURCHASE BY (MY AFFILIATES)(ME),
OF SHARES IN THE MERGER.] Other than as set forth in the preceding sentence, no relationship between me or any of my affiliates, on the one hand, and Asymetrix and any of its affiliates, on the other hand, is contemplated or has existed at any time during the last two years.

I will be receiving no compensation for acting as your Purchaser Representative in connection with the Merger. I will notify you as soon as practicable of any changes in the information contained in this letter which may occur prior to the closing of the Merger, which is expected to occur on September __, 1997.

By executing this letter, you acknowledge that I, __________, will act as your Purchaser Representative in connection with the evaluation of the merits and risks of an investment in

Asymetrix, [AND THAT YOU HAVE BEEN ADVISED, IN WRITING, OF THE MATERIAL RELATIONSHIP BETWEEN MYSELF AND ASYMETRIX DESCRIBED ABOVE].

Sincerely,

[Purchaser Representative]

Acknowledged and Agreed:

AGREEMENT AND PLAN OF REORGANIZATION

RECITALS

The parties intend that, subject to the terms and conditions of this Agreement:

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms have the meanings set forth below:

Other capitalized terms defined elsewhere in this Agreement and not defined in this Section 1 have the meanings assigned to such terms in this Agreement.

2. PLAN OF REORGANIZATION

of Oakes Interactive Sub, TopShelf Sub or Acorn Sub shall become the directors and officers of the respective surviving corporation; (e) each share of Oakes Interactive Common Stock, TopShelf Common Stock or Acorn Common Stock outstanding immediately prior to the Effective Time will be converted into the right to receive that number of shares of Asymetrix Merger Stock as provided in Sections 2.1, 2.2 or 2.3, as applicable; (f) the purposes of the surviving corporation of each of the Mergers shall be as specified in the Articles of Organization of each of the Oakes Companies immediately prior to the Mergers;
(g) the authorized capitalization of the surviving corporation of each of the Mergers shall be the authorized capital of the applicable Oakes Company immediately prior to the Mergers; and (h) the Mergers will, from and after the Effective Time, have all of the effects provided by applicable law.

3. REPRESENTATIONS AND WARRANTIES OF THE OAKES COMPANIES

3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Oakes Companies to enter into, and to perform its obligations under, this Agreement and the Oakes Ancillary Agreements, except for (a) the filing of the Articles of

Merger with the Commonwealth of Massachusetts, and (b) such filings as may be required to comply with federal and state securities laws.

3.2.3 This Agreement and the Oakes Ancillary Agreements are, or when executed by the Oakes Companies, will be, valid and binding obligations of the Oakes Companies, enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies; provided, however, that the Articles of Merger will not be effective until the Effective Time.

3.7.1 Each of the Oakes Companies has timely filed all federal, state, local and foreign tax returns or information statements required to be filed by it, has timely paid all taxes required to be paid by it in respect of all periods for which returns have been filed, has established an adequate accrual or reserve for the payment of all taxes payable in respect of the periods subsequent to the periods covered by the most recent applicable tax returns, has made all necessary estimated tax payments, and has no material liability for taxes in excess of the amount so paid or accruals or reserves so established. Each of the Oakes Companies is not delinquent in the payment of any tax or in the filing of any tax returns, and no deficiencies for any tax have been threatened, claimed, proposed or assessed against the Oakes Companies or any of its officers, employees or agents. None of the Oakes Companies has received any notification that any material issues have been raised by (or are currently pending) before the Internal Revenue Service or any other taxing authority (including but not limited to any sales or use tax authority) regarding any of the Oakes Companies and no tax return of any of the Oakes Companies has ever been audited by the Internal Revenue Service or any state or local taxing agency or authority. No tax liens have been filed against any assets of the Oakes Companies.

3.7.2 Each of the Oakes Companies and/or its stockholders have made an effective election (acknowledged by the Internal Revenue Service) to be treated as a subchapter S corporation for each Oakes Company's taxable year beginning January 1, 1995 , January 1, 1996 and January 1, 1997 (which were the first taxable year as a subchapter S corporation of Oakes Interactive, TopShelf and Acorn, respectively) pursuant to the provisions of the Code, and have not taken (and, at all times from the date of this Agreement until the earlier of
(i) the Effective Time or (ii) the termination of this Agreement in accordance with its terms, will not take) any actions inconsistent with the requirements for subchapter S corporations, and such election has not been rescinded, revoked, or terminated (and will not be rescinded, revoked, or terminated at any time prior to the earlier of (i) the Effective Time or (ii) the termination of this Agreement in accordance with its terms). Each of the stockholders of the Oakes Companies is an individual who is a resident citizen of the United States of America, and none of the Oakes Companies has ever authorized or issued any stock other than Common Stock. None of the stockholders of the Oakes Company has taken, caused or permitted, nor will, at any time prior to the earlier of
(i) the Effective Time or (ii) the termination of this Agreement in accordance with its terms, take, cause or permit any action inconsistent with the requirements for subchapter S corporations. Each Oakes Company and/or its stockholders have validly and timely filed all elections and notices with the Commonwealth of Massachusetts and with any other taxing authorities of any other state or jurisdiction having jurisdiction over the Oakes Companies for income tax purposes that are required by the laws of Massachusetts or any such other jurisdiction to be filed in order to enable each Oakes Company to be taxed as a subchapter S corporation under such tax laws for all tax periods for which such Oakes Company has prepared its tax returns on the basis that it was a subchapter S corporation within the meaning of the Code. None of the Oakes Companies is a "personal holding company" within the meaning of Section 542 of the Code.

3.7.3 None of the Oakes Companies is aware of any pending or threatened claim or assessment with respect to any deficiencies for any tax in writing against the Oakes Companies by any taxing authority. None of the Oakes Companies has executed any waiver of any statute of limitations relating to taxes or any extension of the period for the assessment or collection of any tax (other than extensions which have expired by the Effective Time). None of the Oakes Companies has received any written notification, or is otherwise aware, that any material issues are currently under audit, examination or review by any taxing authority regarding the Oakes Companies.

3.7.4 There are no material liens, pledges, charges, claims, security interests or other encumbrances covering the assets of the Oakes Companies and relating or attributable to taxes, other than for taxes not yet due and payable and others that do not have a Material Adverse Effect.

3.7.5 There is no contract, agreement, plan or arrangement, including but not limited to the provisions of this Agreement, covering any current or former employee of the Oakes Companies that, individually or collectively, could give rise to the payment of any amount with respect to which a deduction would be disallowed under Sections 280G or 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").

3.7.6 None of the Oakes Companies is a party to a tax sharing or tax allocation agreement, and none of the Oakes Companies owes any amount under any such agreement.

3.7.7 None of the Oakes Companies is or has at any time been a "United States real property holding corporation" within the meaning of Section 897(c) of the Code.

3.7.8 None of the Oakes Companies has filed any consent agreement under Section 341(f) of the Code or has agreed to have Section 341(f)(2) of the Code apply to any disposition of a "subsection (f) asset" (as defined in Section 341(f)(4) of the Code) owned by any of the Oakes Companies.

3.7.9 None of the Oakes Companies' assets constitute "tax-exempt use property" within the meaning of Section 168(h) of the Code.

(a) any change in the financial condition, properties, assets, liabilities, business or operations of any Oakes Company which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has had or, to the knowledge of the Oakes Companies and the Principals, will have a Material Adverse Effect (other than changes arising from the operation, at a loss, of the business of any of the Oakes Companies in the ordinary course);

(b) any contingent liability incurred by any Oakes Company as guarantor, surety or otherwise with respect to the obligations of others, which contingent liability is in excess of $10,000 individually or $25,000 in the aggregate;

(c) any mortgage, encumbrance or lien placed on any of the properties of any Oakes Company, which mortgage, encumbrance or lien is in excess of $10,000 individually or $25,000 in the aggregate;

(d) any obligation or liability incurred thereby other than obligations and liabilities incurred in the ordinary course of business, which obligation or liability is in excess of $10,000 individually or $25,000 in the aggregate;

(e) any purchase or sale or other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, other than in the ordinary course, of any of the properties or assets of any Oakes Company, which purchase, sale, other disposition or other arrangement is in excess of $10,000 individually or $25,000 in the aggregate;

(f) any damage, destruction or loss, whether or not covered by insurance, which has a Material Adverse Effect;

(g) any declaration, setting aside or payment of any dividend on, or the making of any other distribution in respect of, the capital stock of any Oakes Company, any split, combination or recapitalization of the capital stock of any Oakes Company or any direct or indirect redemption, purchase or other acquisition of the capital stock of any Oakes Company;

(h) any labor dispute or claim of unfair labor practices or, other than changes in the ordinary course of business, consistent with past practice, any change in the compensation payable or to become payable to any of the Oakes Companies' officers, employees or agents, any bonus payment or arrangement made to or with any of such officers, employees or agents or any employee terminations or resignations;

(i) any declaration or payment of an extraordinary dividend, within the meaning of Section 1059(c) of the Code;

(j) any payment or discharge of a lien or liability thereof which lien was not either shown on the June 30 Balance Sheets or incurred in the ordinary course of business thereafter; or

(k) any material transaction with any of its officers, directors, employees or stockholders or any entity controlled by any of such individuals.

(a) Contract, commitment, letter contract or purchase order providing for payments by or to any Oakes Company in an aggregate amount of (1) $50,000 or more in the ordinary course of business to any one vendor or customer; or (2) $25,000 or more not in the ordinary course of business to any one vendor or customer;

(b) License agreement as licensor or licensee (except for standard non-exclusive hardware and software licenses granted to end-user customers in the ordinary course of business the current form of which has been provided to Asymetrix's counsel), but in all events including site licenses for products with initial year fees in excess of $50,000 and each agreement that provides for either the delivery of source code to the licensee or escrow of such source code for the benefit of such licensee and including any Oakes IP Rights Agreement (as defined in Section 3.12);

(e) Contract providing for the development of software by or for any Oakes Company, or license of software to any Oakes Company, which software is used or incorporated in any products distributed or services provided by any Oakes Company or is contemplated to be used or incorporated in any products to be distributed or services to be provided by any Oakes Company (other than software generally available to the public at a per copy license fee of less than $1,000 per copy);

(f) Contract or commitment for the employment of any officer, employee or consultant of any Oakes Company or any other type of contract or understanding with any officer, employee or consultant of any Oakes Company which is not immediately terminable by such Oakes Company without a fixed obligation on part of the Oakes Company in the nature of severance payments;

(g) Agreement for the lease of real or personal property involving payments by or to any Oakes Company in an aggregate amount of $25,000 or more;

(h) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons;

(i) Written dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the ongoing distribution of any products of any Oakes Company;

(j) Instrument evidencing or related in any way to indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise, except for trade indebtedness incurred in the ordinary course of business, and except as disclosed in the Oakes Financial Statements;

(k) Contract containing covenants purporting to limit any Oakes Company's freedom to compete in any line of business in any geographic area; or

(l) Stock redemption or purchase agreement yet to be performed.

All Material Agreements other than Current Services Agreements which are not Definitive Agreements, and to the best of the Oakes Companies' knowledge, all Current Services Agreements which are not Definitive Agreements, constitute valid and enforceable obligations of the parties thereto (except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities), and are and will, immediately after the Effective Time, be in full force and effect. None of the Oakes Companies has received any notice that any Material Agreement is subject to termination based upon the failure of any Oakes Company to be qualified to do business in a state. None of the Oakes Companies is, nor, to the best knowledge of the Oakes Companies, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement. A copy of each Material Agreement has been delivered or made available to Asymetrix's counsel. No Oakes Company is a party to any contract, agreement or arrangement which has had, or could reasonably be expected to have, a Material Adverse Effect. None of the Oakes Companies has any material liability for renegotiation of government contracts or subcontracts, if any.

3.15.1 No Oakes Company has any employment contracts or consulting agreements currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions).

3.15.2 No Oakes Company (i) has ever been or is now subject to a union organizing effort, (ii) is subject to any collective bargaining agreement with respect to any of its employees, (iii) is subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) has any current labor dispute. The Oakes Companies have no knowledge that a material number of employees intend to leave the employ of any Oakes Company.

3.15.4 No "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Oakes Employee Plan which is covered by Title I of ERISA which would result in a material liability to any Oakes Company taken as a whole, excluding transactions effected pursuant to a statutory or administrative exemption. Nothing done or omitted to be done and no transaction or holding of any asset under or in connection with any Oakes Employee Plan has made or will make such Oakes Company or any officer or director of any Oakes Company subject to any material liability under Title I of ERISA or liable for any material tax (as defined in
Section 2.7) or penalty pursuant to Sections 4972, 4975, 4976 or 4979 of the Code or Section 502 of ERISA.

3.15.8 No benefit payable or which may become payable by an Oakes Company pursuant to any Oakes Employee Plan or any Oakes Benefit Arrangement or as a result of or arising under this Agreement shall constitute an "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) which is subject to the imposition of an excise Tax under Section 4999 of the Code or which would not be deductible by reason of Section 280G of the Code.

3.15.9 [Intentionally Omitted]

3.15.10 To the knowledge of the Oakes Companies and the Principals and except for matters which would not have a Material Adverse Effect, no employee of any Oakes Company is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any other contract or written agreement, or any restrictive covenant contained in any such agreement relating to the right of any such employee to be employed thereby, or to use trade secrets or proprietary information of others, and the employment of such employees does not subject any Oakes Company to any material liability.

3.15.11 A list of all employees, officers and consultants of each Oakes Company and their current compensation, bonus plans, commission plans, vacation rights and severance

3.15.12 No Oakes Company is a party to any (a) agreement with any executive officer or other key employee of such Oakes Company (i) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving any Oakes Company in the nature of any of the transactions contemplated by this Agreement and the Articles of Merger, (ii) providing any term of employment or compensation guarantee, or (iii) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment, or (b) agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be materially increased, or the vesting of benefits of which will be materially accelerated, by the occurrence of any of the transactions contemplated by this Agreement and the Articles of Merger or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement and the Articles of Merger. No Oakes Company is obligated to make any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code), nor will any excess parachute payment be deemed to have occurred as a result of or arising out of the Mergers.

under this Agreement, taken together, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained herein and therein, in light of the circumstances under which such statements were made, not misleading.

3.20.2 None of the properties or facilities of any of the Oakes Companies is in material violation of any federal, state or local law, ordinance, regulation or order relating to industrial hygiene or to the environmental conditions on, under or about such properties or facilities, including, but not limited to, soil and ground water condition. During the time that each of the Oakes Companies has owned or leased its properties and facilities, none of the Oakes Companies nor, to the Oakes Companies' knowledge, any third party, has used, generated, manufactured or stored on, under or about such properties or facilities or transported to or from such properties or facilities any Hazardous Materials except in substantial accordance with applicable environmental laws.

3.20.3 During the time that each of the Oakes Companies has owned or leased its respective properties and facilities, there has been no litigation brought or, to the knowledge of

the Oakes Companies, threatened against any Oakes Company by, or any settlement reached by any Oakes Company with, any party or parties alleging the presence, disposal, release or threatened release of any Hazardous Materials on, from or under any of such properties or facilities.

3A. REPRESENTATIONS AND WARRANTIES OF THE PRINCIPALS

In addition to the provisions of Section 3 hereof, each of the Principals and, jointly and severally, hereby represents and warrants as follows, except as set forth in the Oakes Schedule of Exceptions:

3A.1.1 Each Principal has the right, power, legal capacity and authority to enter into and perform his obligations under this Agreement and all Oakes Ancillary Agreements to which such Principal is or will be a party.

3A.1.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Principals to enter into, and to perform his obligations under, this Agreement and the Oakes Ancillary Agreements, except for (a) the filing of the Articles of Merger with the Commonwealth of Massachusetts, if any, and (b) such filings as may be required to comply with federal and state securities laws.

3A.1.3 This Agreement and the Oakes Ancillary Agreements are, or when executed by the Principals, as applicable, will be, valid and binding obligations of Principals, enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b)

rules of law governing specific performance, injunctive relief and other equitable remedies; provided, however, that the Articles of Merger will not be effective until the Effective Time.

3A.4 None of the Principals is aware of any pending or threatened claim or assessment with respect to any deficiencies for any tax in writing against the Oakes Companies by any taxing authority. None of the Principals has executed any waiver of any statute of limitations relating to taxes or any extension of the period for the assessment or collection of any tax (other than extensions which have expired by the Effective Time). None of the Principals has received any written notification, or is otherwise aware, that any material issues are currently under audit, examination or review by any taxing authority regarding the Oakes Companies.

Ancillary Agreements, no Principal is on the date hereof a party or subject to Material Agreement.

All Material Agreements other than Current Services Agreements which are not Definitive Agreements, and to the best of the Oakes Companies' knowledge, all Current Services Agreements which are not Definitive Agreements, constitute valid and enforceable obligations of the parties thereto (except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities), and are and will, immediately after the Effective Time, be in full force and effect. None of Principals is, nor, to the best knowledge of the Principals, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement. No Principal is a party to any contract, agreement or arrangement which has had, or could reasonably be expected to have, a Material Adverse Effect.

3A.9.1 The Principals have no knowledge that a material number of employees intend to leave the employ of any Oakes Company.

3A.9.2 To the knowledge of the Principals, each Oakes Employee Plan has been maintained substantially in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Oakes Employee Plans.

each Principal will pay only its own expenses, if any, incurred in connection with this Agreement and the transactions contemplated herein.

3A.11.1 During the period that any Oakes Company has leased or owned its properties or owned or operated any facilities, there have been no disposals or releases of Hazardous Materials (as defined below) by any Oakes Company, or to Principals' knowledge, by others, on, from or under such properties or facilities, the liability for which would have a Material Adverse Effect. The Principals have no knowledge of any presence, generation, manufacturing, disposals or releases of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to any Oakes Company having taken possession of any of such properties or facilities, the liability for which would have a Material Adverse Effect.

3A.11.2 During the time that each of the Oakes Companies has owned or leased its properties and facilities, none of the Oakes Companies nor, to the Principals' knowledge, any third party, has used, generated, manufactured or stored on, under or about such properties or facilities or transported to or from such properties or facilities any Hazardous Materials except in substantial accordance with applicable environmental laws.

3A.11.3 During the time that each of the Oakes Companies has owned or leased its respective properties and facilities, there has been no litigation brought or, to the knowledge of the Principals, threatened against any Oakes Company by, or any settlement reached by any Oakes Company with, any party or parties alleging the presence, disposal, release or threatened release of any Hazardous Materials on, from or under any of such properties or facilities.

4. REPRESENTATIONS AND WARRANTIES OF ASYMETRIX AND MERGER SUBS

4.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable each of Asymetrix and each Merger Sub to enter into, and to perform its respective obligations under, this Agreement and the Asymetrix Ancillary Agreements, except for (a) the filing of the Articles of Merger with the Commonwealth of Massachusetts , and the filing of appropriate documents with the relevant authorities of other states in which Asymetrix is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws.

4.2.3 This Agreement and the Asymetrix Ancillary Agreements are, or when executed by Asymetrix and Merger Subs will be, valid and binding obligations of Asymetrix and each Merger Sub enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally,
(b) rules of law governing specific performance, injunctive relief and other equitable remedies, and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that none of the Articles of Merger will be effective until the Effective Time.

options, warrants, rights (including conversion of preemptive rights) or agreements for the purchase or acquisition from any Merger Sub of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of any Merger Sub's capital stock.

notification, and is not otherwise aware, that any material issues are currently under audit, examination or review by any taxing authority regarding Asymetrix. There are no material liens, pledges, charges, claims, security interests or other encumbrances covering the assets of Asymetrix and relating or attributable to taxes, other than for taxes not yet due and payable and others that do no have a Material Adverse Effect. Asymetrix is not a party to a tax sharing or tax allocation agreement, and Asymetrix does not owe any amount under any such agreement.

4.9.1 Asymetrix has good and marketable title to all of its tangible assets as shown on the Asymetrix June 30 Balance Sheet, free and clear of all liens, charges, restrictions or encumbrances, other than for taxes not yet due and payable and others that do not have a Material Adverse Effect. With respect to the property and assets it leases, Asymetrix is in material compliance with such leases.

4.9.2 Each Merger Sub has been newly formed for the sole and express purpose of participating in the Mergers and has at no time engaged in any activities or owned any assets except as necessary for such purpose.

(a) any change in its financial condition, properties, assets, liabilities, business or operations from that reflected in the Asymetrix Financial Statements, other than those that do not have a Material Adverse Effect;

(b) any contingent liability incurred by it as guarantor, surety or otherwise with respect to the obligations of others, which contingent liability is in excess of $50,000 individually or in excess of $100,000 in the aggregate;

(c) any mortgage, encumbrance or lien placed on any of its properties, which mortgage, encumbrance or lien is in excess of $100,000 individually or in excess of $250,000 in the aggregate;

(d) any obligation or liability incurred by it other than obligations and liabilities incurred in the ordinary course of business, which obligation or liability is in excess of $100,000 individually or in excess of $250,000 in the aggregate;

(e) any purchase or sale or other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, of any of its properties or assets, which purchase, sale, other disposition or other arrangement is in excess of $100,000 individually or $250,000 in the aggregate;

(f) any damage, destruction or loss, whether or not covered by insurance, which has a Material Adverse Effect;

(g) any declaration, setting aside or payment of any dividend on, or the making of any distribution in respect of, its capital stock, or any split, combination or recapitalization of its capital stock or any direct or indirect redemption, purchase or other acquisition of its capital stock, including, without limitation, any extraordinary dividend within the meaning of Section 1059(c) of the Code;

(h) any labor dispute or claim of unfair labor practices;

(i) any payment or discharge of a lien or liability thereof which lien was not either shown on the Asymetrix June 30 Balance Sheet or incurred in the ordinary course of business thereafter; or

(j) entered into any material transactions with any of its officers, directors, employees or stockholders or any entity controlled by any of such individuals.

indemnification in connection with the offering, issuance or sale of securities); and are in full force and effect. Asymetrix is not, nor, to the best knowledge of Asymetrix, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement. A copy of each Material Agreement has been delivered or made available to counsel for the Oakes Companies and the Principals. Asymetrix is not a party to any contract or arrangement which, in the absence of a breach by the other party or parties thereto, has had or could reasonably be expected to have a Material Adverse Effect. Asymetrix does not have any material liability for renegotiation of government contracts or subcontracts, if any.

4.16.1 Asymetrix does not have any Employee Pension Benefit Plan as defined in Section 3 of ERISA.

4.16.2 To the knowledge of Asymetrix and except for matters which would not have a Material Adverse Effect, Asymetrix is in compliance in all material respects with all applicable laws, agreements and contracts relating to employment, employment practices, wages, employee benefit plans as defined in
Section 3(3) of ERISA, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters, ERISA and the Code.

4.16.3 To the knowledge of Asymetrix and except for matters which would not have a Material Adverse Effect, no employee of Asymetrix is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any other contract or written agreement, or any restrictive covenant contained in any such agreement relating to the right of any such employee to be employed thereby, or to use trade secrets or proprietary information of others, and the employment of such employees does not subject Asymetrix to any material liability.

4.16.4 Asymetrix is not bound by or subject to any contract, commitment or arrangement with any labor union, employees association or similar organization, and to the Asymetrix's best knowledge, no labor union, employees association or similar organization has requested, sought or attempted to represent any employees, representatives or agents of Asymetrix. There is no strike or other labor dispute involving Asymetrix pending nor, to

Asymetrix's best knowledge, threatened, nor is Asymetrix aware of any labor organization activity involving its employees.

4.22.1 During the period that Asymetrix has leased or owned its properties or owned or operated any facilities, there have been no disposals or releases of Hazardous Materials (as defined below) by Asymetrix, or to Asymetrix's knowledge, by others, on, from or under such properties or facilities, the liability for which would have a Material Adverse Effect. Asymetrix has no knowledge of any presence, generation, manufacturing, disposals or releases of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to Asymetrix having taken possession of any of such properties or facilities, the liability for which

4.22.2 None of the properties or facilities of Asymetrix is in material violation of any federal, state or local law, ordinance, regulation or order relating to industrial hygiene or to the environmental conditions on, under or about such properties or facilities, including, but not limited to, soil and ground water condition. During the time that Asymetrix has owned or leased its properties and facilities, neither Asymetrix nor, to Asymetrix's knowledge, any third party, has used, generated, manufactured or stored on, under or about such properties or facilities or transported to or from such properties or facilities any Hazardous Materials except in substantial accordance with applicable environmental laws.

4.22.3 During the time that Asymetrix has owned or leased its properties and facilities, there has been no litigation brought or, to the knowledge of Asymetrix, threatened against Asymetrix by, or any settlement reached by Asymetrix with, any party or parties alleging the presence, disposal, release or threatened release of any Hazardous Materials on, from or under any of such properties or facilities.

consistent with prior years, (c) are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the assets of Asymetrix, and (d) accurately and fairly reflect the basis for the Asymetrix Financial Statements.

5. OAKES PRECLOSING COVENANTS

During the period from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 10 hereof, each of the Oakes Companies and the Principals covenants and agrees as follows:

(a) borrow any money;

(b) enter into any transaction not in the ordinary course of business or which involves an expense or capital commitment by any one or more of the Oakes Companies in excess of $25,000, or which obligates any Oakes Company for a period exceeding six months;

(c) encumber or permit to be encumbered any of its assets or grant liens therein;

(d) dispose of any portion of any of the assets of the Oakes Companies with a value exceeding $10,000 (other than in the ordinary course of business);

(e) enter into any lease or contract for the purchase or sale of any property, real or personal, except in the ordinary course of business consistent with past practice;

(f) fail to maintain any of the equipment and other assets of the Oakes Companies in good working condition and repair according to the standards such Oakes Company has maintained to the date of this Agreement, subject only to ordinary wear and tear;

(g) pay any bonus, royalty, increased salary or special remuneration to any officer, employee or consultant or agree to same or enter into any new employment, severance, "golden parachute" or consulting agreement with any such person;

(h) change accounting methods;

(i) declare, set aside or pay any cash or stock dividend or other distribution in respect of capital stock, or redeem or otherwise acquire any of its or any other Oakes Company' capital stock;

(j) amend or terminate any contract, agreement or license to which an Oakes Company is a party except those amended or terminated in the ordinary course of business consistent with past practice, and which are not material in amount or effect;

(k) lend any amount to any person or entity, other than advances for travel and expenses which are incurred in the ordinary course of business consistent with past practice;

(l) guarantee or act as a surety for any obligation except for the endorsement of checks and other negotiable instruments in the ordinary course of business consistent with past practice;

(m) waive or release any material right or claim except in the ordinary course of business consistent with past practice;

(n) split or combine the outstanding shares of its capital stock of any class or enter into any recapitalization affecting the number of outstanding shares of its capital stock of any class or affecting any other of its securities;

(o) merge, consolidate or reorganize with, or acquire any entity;

(p) amend its Articles of Organization or Bylaws;

(q) issue or sell any shares of its capital stock of any class;

(r) license any of its or any other Oakes Company's technology or intellectual property except in the ordinary course of business consistent with past practice;

(s) agree to any audit assessment by any tax authority (unless the amount thereof is not material or has been adequately accrued or reserved on the Oakes Financial Statements) or file any federal or state income or franchise tax return unless (i) the amount

payable with respect thereto is not material or has been adequately accrued or reserved on the Oakes Financial Statements or (ii) copies of such returns have been delivered to Asymetrix for its review and approved by Asymetrix prior to filing;

(t) change any insurance coverage or issue any Certificates of insurance except as is routinely done in the ordinary course of business of the Oakes Companies;

(u) hire any employee or consultant;

(v) adopt or amend any employee benefit plan;

(w) enter into any contracts for the sale of advertising in an amount exceeding $10,000 or for longer than 30 days; or

(x) agree to do any of the things described in the preceding clauses 5.2(a) through (w).

contemplates issuing equity or debt securities. The Oakes Companies and the Principals will promptly notify Asymetrix in writing of any third party inquiries or proposals.

6. ASYMETRIX PRECLOSING COVENANTS

During the period from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 10 hereof, Asymetrix and Merger Subs covenant and agree as follows:

(b) declare, set aside or pay any material cash or stock dividend or other material distribution in respect of capital stock, or redeem or otherwise acquire any material portion of its capital stock other than in connection with a SuperCede Transaction;

(c) dispose of (including by license), whether to a third party, a partially or wholly-owned subsidiary or otherwise, any material portion of its assets (other than in the ordinary course of business) other than in connection with the SuperCede Transaction;

(d) encumber or permit to be encumbered in any material respect any of its assets or grant liens thereon;

(e) issue or sell a material number of shares of its capital stock of any class (except upon the exercise of an Asymetrix option held by Asymetrix employees) or any other of its securities, or issue or create any material warrants, obligations, subscriptions, options, convertible securities or other commitments to issue shares of capital stock other than in connection with the SuperCede Transaction; or

(f) merge, consolidate or reorganize with, or acquire, any entity.

taxes, commitments, contracts, leases, licenses, and real, personal and intangible property (including its intellectual property) and financial condition. Asymetrix will cause its accountants to cooperate with the Oakes Companies and their respective agents in making available all financial information reasonably requested, including, without limitation, the right to examine all working papers pertaining to all financial statements prepared or audited by such accountants.

7. CLOSING MATTERS

7.2.1 As of the Effective Time, all shares of Oakes Interactive Common Stock, TopShelf Common Stock and Acorn Common Stock that are outstanding immediately prior thereto will, by virtue of the Mergers and without further action, cease to exist and will be converted into the right to receive from Asymetrix the number of shares of Asymetrix Merger Stock determined as set forth in Section 2.1, 2.2, or 2.3, as applicable, subject to Section 2.4.

7.2.3 No dividends or distributions payable to holders of record of Asymetrix Merger Stock after the Effective Time, or cash payable in lieu of fractional shares, will be paid to the holder of any unsurrendered Certificates(s) until the holder of the Certificates(s) surrenders such Certificates(s), or if such Certificates are lost, stolen or destroyed, provides an indemnity reasonably acceptable to Asymetrix. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any Certificates, there will be delivered to the person entitled thereto, without interest, the amount of any dividends and distributions therefor paid with respect to Asymetrix Merger Stock so withheld as of any date subsequent to the Effective Time and prior to such date of delivery.

7.2.4 All Asymetrix Merger Stock (and, if applicable, cash in lieu of fractional shares) delivered upon the surrender of Oakes Interactive Common Stock, TopShelf Common Stock or Acorn Common Stock in accordance with the terms hereof will be deemed to have been delivered in full satisfaction of all rights pertaining to such Oakes Interactive Common Stock, TopShelf Common Stock or Acorn Common Stock. There will be no further registration of

transfers on the stock transfer books of any of the Oakes Companies or the transfer agent of such Oakes Interactive Common Stock, TopShelf Common Stock or Acorn Common Stock. If, after the Effective Time, Certificates are presented for any reason, they will be canceled and exchanged as provided in this Section.

7.2.5 Until Certificates representing Oakes Interactive Common Stock, TopShelf Common Stock or Acorn Common Stock outstanding prior to the Merger are surrendered pursuant to Section 7.2.2 above, such Certificates will be deemed, for all purposes, to evidence ownership of the number of shares of Asymetrix Merger Stock into which Oakes Interactive Common Stock, TopShelf Common Stock or Acorn Common Stock will have been converted pursuant to Sections 2.1, 2.2 or 2.3 hereof, as applicable.

7.2.6 Certificates which are not presented to Asymetrix within three years after the Closing shall be canceled and the holder thereof will no longer be entitled to receive any Asymetrix securities in consideration thereof.

8. CONDITIONS TO OBLIGATIONS OF THE OAKES COMPANIES AND THE PRINCIPALS

The Oakes Companies' and the Principals' obligations hereunder are subject to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of which may be waived by the Oakes Company and the Principals, but only in a writing signed by the Oakes Companies and the Principals):

9. CONDITIONS TO OBLIGATIONS OF ASYMETRIX

The obligations of Asymetrix and Merger Subs hereunder are subject to the fulfillment or satisfaction on, and as of the Closing, of each of the following conditions (any one or more of which may be waived by Asymetrix, but only in a writing signed by Asymetrix):

on or before the Closing, and Asymetrix shall receive Certificates to such effect executed by the Chief Executive Officer and Chief Financial Officer of each of the Oakes Companies and by the Principals.

10. TERMINATION OF AGREEMENT

10.1.1 Asymetrix may terminate this Agreement by giving written notice to the Oakes Companies and the Principals in the event any of the Oakes Companies or the Principals is in breach, and the Oakes Company and the Principals may terminate this Agreement by giving written notice to Asymetrix in the event Asymetrix is in breach, of any material representation, warranty, or covenant contained in this Agreement, and such breach is not remedied within 10 days of delivery of written notice thereof;

10.1.2 Asymetrix may terminate this Agreement by giving written notice to the Oakes Companies and the Principals if the Closing shall not have occurred on or before September 30, 1997 by reason of the failure of any condition precedent under Section 9 hereof (unless the failure results primarily for a breach by Asymetrix of any representation, warranty or covenant contained in this Agreement); or

10.1.3 The Oakes Companies and the Principals may terminate this Agreement by giving written notice to Asymetrix if the Closing shall not have occurred on or before September 30, 1997 by reason of the failure of any condition precedent under Section 8 hereof (unless the failure results primarily from a breach by any of the Oakes Companies or the Principals of any representation, warranty or covenant contained in this Agreement made by him or it).

agreement between Asymetrix and Principals dated August 1, 1997, other than any liability of any party for breaches of this Agreement, which will survive termination of this Agreement; provided, however, that nothing herein will limit the obligation of the Oakes Companies and the Principals on the one hand and Asymetrix on the other to use their best efforts to cause the Merger to be consummated, as set forth in Sections 5.12 and 6.3 hereof, respectively.

11. SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION AND REMEDIES, CONTINUING COVENANTS

(a) arising out of any misrepresentation or breach of or default in connection with any of the representations, warranties and covenants given or made by any of the Oakes Companies or the Principals in this Agreement (including any Schedule or Exhibit hereto) which indemnity shall survive for the time period specified in Section 11.1;

(b) resulting from any failure of any of the Principals or the Other Former Oakes Interactive Stockholder to have good, valid and marketable title to the issued and outstanding Oakes Interactive Common Stock, TopShelf Common Stock and Acorn Common Stock held by such stockholders, free and clear of all liens, claims, pledges, options, adverse claims, assessments or charges of any nature whatsoever, which indemnity shall survive for a three year period; or

(c) arising out of, related to, in connection with or otherwise resulting from any Prior Agreement whatsoever, which indemnity shall survive for a three year period.

11.2.3 Subject to the limitations set forth in this Section 11, Asymetrix will indemnify and hold harmless the Principals (collectively, the

(a) arising out of any misrepresentation or breach of or default in connection with any of the representations, warranties and covenants given or made by Asymetrix in this Agreement or in any Certificate, document or instrument delivered by or on behalf of Asymetrix pursuant hereto;

(b) resulting from any failure on the part of Asymetrix to issue to the Principals and the other Former Oakes Interactive Stockholders good, valid and marketable title to the Asymetrix Merger Stock as provided in this Agreement, free and clear of all liens, claims, pledges, options, adverse claims, assessments or charges of any nature whatsoever; or

(c) the obligations of Kevin Oakes and Gordon Oakes to repay the indebtedness subject to the guarantees listed on Schedule 8.11 from which Kevin Oakes and Gordon Oakes are not released prior to the Closing.

Asymetrix's maximum aggregate liability under paragraphs (a) and (b) of this subsection 11.2.3 shall be equal to the product of the Stated Value Per Share times the total number of shares issued to the Principals and the other Former Oakes Interactive Stockholder in the Mergers.

Asymetrix and the Principals. The vesting schedule for such options shall commence as of the date such grantees shall have commenced employment with the applicable Oakes Company.

12. MISCELLANEOUS

Asymetrix Corporation
110 110th Avenue NE, Suite 700 Bellevue, WA 98004
Facsimile: (206) 637-1540
Attention: General Counsel

Mark C. Stevens, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, CA 94306
Facsimile: (650) 857-0361

Facsimile:
Attention:

Facsimile:

or to such other address as a party may have furnished to the other parties in writing pursuant to this Section 12.10.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

"ASYMETRIX"                             "OAKES INTERACTIVE"

Asymetrix Corporation                   Oakes Interactive Incorporated

By:  /s/ J. Billmaier                   By:  /s/ Gordon N. Oakes Jr.
     ---------------------------             ------------------------------

Name: JAMES BILLMAIER                   Name: GORDON N. OAKES J.R.
      --------------------------             ------------------------------

Its: CHIEF EXECUTIVE OFFICER            Its: TREASURER
     ---------------------------             ------------------------------

                                        By:  /s/ Kevin Oakes
                                             ------------------------------

                                        Name: KEVIN OAKES
                                             ------------------------------

                                        Its: PRESIDENT
                                             ------------------------------

"OAKES SUB"                             "TOPSHELF"

Oakes Acquisition Corp.                 TopShelf Multimedia, Inc.

By:  /s/ J. Billmaier                   By:  /s/ Gordon N. Oakes
     --------------------------              ------------------------------

Name: JAMES BILLMAIER                   Name: GORDON N. OAKES
      -------------------------               -----------------------------

Its: PRESIDENT                          Its: TREASURER
     --------------------------              ------------------------------


By:  /s/ Steven Esau                    By:  /s/ Kevin Oakes
     --------------------------              ------------------------------

Name: STEVEN ESAU                       Name: KEVIN OAKES
      -------------------------               -----------------------------

Its: CLERK                              Its: PRESIDENT
     --------------------------              ------------------------------

[SIGNATURE PAGE FOR AGREEMENT AND PLAN OF REORGANIZATION]

"ACORN SUB"                             "ACORN"

Acorn Acquisition Corp.                 Acorn Associates Incorporated

By:  /s/ J. Billmaier                   By:  /s/ Gordon N. Oakes
     -------------------------               -----------------------------

Name: JAMES BILLMAIER                   Name: GORDON N. OAKES
      ------------------------                ----------------------------

Its: PRESIDENT                          Its: TREASURER
     -------------------------               -----------------------------

By:  /s/ Steven Esau                    By:  /s/ Kevin Oakes
     -------------------------               -----------------------------

Name: STEVEN ESAU                       Name: KEVIN OAKES
      ------------------------                ----------------------------

Its: CLERK                              Its: PRESIDENT
     -------------------------               -----------------------------


"TOPSHELF SUB"                          "PRINCIPALS"

TopShelf Acquisition Corp.

By:  /s/ J. Billmaier                   /s/ Gordon Oakes
     -------------------------          ----------------------------------
                                        Gordon Oakes
Name: JAMES BILLMAIER
      ------------------------

Its: PRESIDENT                          /s/ Kevin Oakes
     -------------------------          ----------------------------------
                                        Kevin Oakes

By:  /s/ Steven Esau
     -------------------------

Name: STEVEN ESAU
      ------------------------

Its: CLERK
     -------------------------

[SIGNATURE PAGE FOR AGREEMENT AND PLAN OF REORGANIZATION]

Exhibit A-1       Oakes Interactive Articles of Merger

Exhibit A-2       TopShelf Articles of Merger

Exhibit A-3       Acorn Articles of Merger

Exhibit 1.12      Statement of Designation

Exhibit 2.11A     Asymetrix Officers' Certificate

Exhibit 2.11B     Oakes Interactive Officers' Certificate

Exhibit 2.11C     TopShelf Officers' Certificate

Exhibit 2.11D     Acorn Officers' Certificate

Exhibit 3.0       Oakes Schedule of Exceptions

Exhibit 4.0       Asymetrix Schedule of Exceptions

Exhibit 8.5       Form of Opinion of General Counsel of Asymetrix

Exhibit 8.7       Registration Rights Agreement

Exhibit 8.8       Voting and Co-Sale Agreement

Exhibit 8.9(a)    Oakes Employment Agreement

Exhibit 8.9(b)    Foster Employment Agreement

Schedule 8.11     Guarantees

Exhibit 9.4       Government Consents

Exhibit 9.5       Form of Opinion of Counsel to Oakes Companies and Principals

Exhibit 9.10      Investment Representation Agreement

Schedule 9.12     Oakes Employees

Exhibit 9.14      Amended Oakes Note

                         FEDERAL IDENTIFICATION        FEDERAL IDENTIFICATION
                         NO. _____________________     NO. 04-3277303
                                                           ---------------------
                                                           Oakes Interactive
                                                           Incorporated

THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF * / *MERGER
(GENERAL LAWS, CHAPTER 156B, SECTION 78)

* /*merger of

*a new corporation / *one of the constituent corporations.

The undersigned officers of each of the constituent corporations certify under the penalties of perjury as follows:

1. An agreement of * /*merger has been duly adopted in compliance with the requirements of General Laws, Chapter 156B, Section 78, and will be kept as provided by Subsection (d) thereof. The *resulting / *surviving corporation will furnish a copy of said agreement to any of its stockholders, or to any person who was a stockholder of any constituent corporation, upon written request and without charge.

2. The effective date of the * /*merger determined pursuant to the agreement of * /*merger shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.

3. (FOR A MERGER) ** The following amendments to the Articles of Organization of the surviving corporation have been effected pursuant to the agreement of merger.

NONE

* Delete the inapplicable word. **If there are no provisions state "None".
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE 81/2 X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MOVE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET AS LONG AS EACH ARTICLE REQUIRING EACH ADDITION IS CLEARLY INDICATED.

(FOR A CONSOLIDATION)
(a) The purpose of the resulting corporation is to engage in the following business activities:

N/A

(b) State the total number of shares and the par value, if any, of each class of stock which the resulting corporation is authorized to issue.

          N/A
----------------------------------------------------------------------------------------
    WITHOUT PAR VALUE                                         WITH PAR VALUE
----------------------------------------------------------------------------------------
TYPE           NUMBER OF SHARES         TYPE          NUMBER OF SHARES       PAR VALUE
----------------------------------------------------------------------------------------
Common:                                Common:
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Preferred:                             Preferred:
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------

**(c) If more than one class of stock is authorized, state a distinguishing designation for each class and provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of each class and of each series then established.

N/A

**(d) The restrictions, if any, on the transfer of stock contained in the agreement of consolidation are:

N/A

**(e) Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

NONE

**If there are no provisions state "None".

4. The information contained in Item 4 is not a permanent part of the Articles of Organization of the *resulting / *surviving corporation.

(a) The street address of the *resulting / *surviving corporation in Massachusetts is: (post office boxes are not acceptable)

255 Highland Avenue, Needham, MA 02194
(b) The name, residential address, and post office address of each director and officer of the *resulting / *surviving corporation is:

                     NAME                      RESIDENTIAL ADDRESS               POST OFFICE ADDRESS
President:      James Billmaier            22322 NE 157th St.                           SAME
                                           Woodinville, WA  98072

Treasurer:      John Atherly               2237 273rd Ct. S.E.                          SAME
                                           Issaquah, WA  98029

Clerk:          Steven Esau                11970 Marine View Drive S.W.                 SAME
                                           Seattle, WA  98146

Directors:      James Billmaier            SAME AS ABOVE                                SAME AS ABOVE

(c) The fiscal year (i.e. tax year) of the * /*surviving corporation shall end on the last day of the month of: December

(d) The name and business address of the resident agent, if any, of the
* /*surviving corporation is:

Donald J. Allison, 69 South Pleasant Street, Suite 201, Amherst, MA 01002

The undersigned officers of the several constituent corporations listed above further state under the penalties of perjury as to their respective corporations that the agreement of * /*merger has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporation in the manner required by General Laws, Chapter 156B, Section 78.

_________________________________________________________, *President/ *

____________________________________________________________, *Clerk/ *

_________________________________________________________, *President/ *

____________________________________________________________, *Clerk/ *

*Delete the inapplicable words.

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF * / *MERGER
(GENERAL LAWS, CHAPTER 156B, SECTION 78)

I hereby approve the within Articles of * / *Merger and, the filing fee in the amount of $ 250.00, having been paid, said articles are deemed to have been filed with me this 30th day of September, 1997

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:

FEDERAL IDENTIFICATION     FEDERAL IDENTIFICATION
NO. ____________________   NO. 04-3308220
                              ----------------------------
                               TopShelf Multimedia, Inc.

THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF * / *MERGER
(GENERAL LAWS, CHAPTER 156B, SECTION 78)

* / *one of the constituent corporations.

The undersigned officers of each of the constituent corporations certify under the penalties of perjury as follows:

1. An agreement of * / *merger has been duly adopted in compliance with the requirements of General Laws, Chapter 156B, Section 78, and will be kept as provided by Subsection (d) thereof. The * / *surviving corporation will furnish a copy of said agreement to any of its stockholders, or to any person who was a stockholder of any constituent corporation, upon written request and without charge.

2. The effective date of the * / *merger determined pursuant to the agreement of * / *merger shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.

3. (FOR A MERGER) **The following amendments to the Articles of Organization of the surviving corporation have been effected pursuant to the agreement of merger.

NONE

*Delete the inapplicable word. **If there are no provisions state "None".
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE 8 1/2 X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET AS LONG AS EACH ARTICLE REQUIRING EACH ADDITION IS CLEARLY INDICATED.

(FOR A CONSOLIDATION)
(a) The purpose of the resulting corporation is to engage in the following business activities:

N/A

(b) State the total number of shares and the par value, if any, of each class of stock which the resulting corporation is authorized to issue.

          N/A
------------------------------------------------------------------------------------
    WITHOUT PAR VALUE                                     WITH PAR VALUE
------------------------------------------------------------------------------------
TYPE          NUMBER OF SHARES       TYPE          NUMBER OF SHARES     PAR VALUE
------------------------------------------------------------------------------------
Common:                             Common:
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Preferred:                          Preferred:
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------

**(c) If more than one class of stock is authorized, state a distinguishing designation for each class and provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of each class and of each series then established.

N/A

**(d) The restrictions, if any, on the transfer of stock contained in the agreement of consolidation are:

N/A

**(e) Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

NONE

*If there are no provisions state "None".

4. The information contained in Item 4 is not a permanent part of the Articles of Organization of the *resulting / *surviving corporation.

(a) The street address of the * / *surviving corporation in Massachusetts is: (post office boxes are not acceptable)

255 Highland Avenue, Needham, MA 02194
(b) The name, residential address, and post office address of each director and officer of the * / *surviving corporation is:

                     NAME                      RESIDENTIAL ADDRESS                  POST OFFICE ADDRESS
President:      James Billmaier            22322 NE 157th St.                             SAME
                                           Woodinville, WA  98072

Treasurer:      John Atherly               2237 273rd Ct. S.E.                            SAME
                                           Issaquah, WA  98029

Clerk:          Steven Esau                11970 Marine View Drive S.W.                   SAME
                                           Seattle, WA  98146

Directors:      James Billmaier            SAME AS ABOVE                                  SAME AS ABOVE

(c) The fiscal year (i.e. tax year) of the * / *surviving corporation shall end on the last day of the month of: December

(d) The name and business address of the resident agent, if any, of the
* / *surviving corporation is:

Donald J. Allison, 69 South Pleasant Street, Suite 201, Amherst, MA 01002

The undersigned officers of the several constituent corporations listed above further state under the penalties of perjury as to their respective corporations that the agreement of * / *merger has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporation in the manner required by General Laws, Chapter 156B, Section 78.

____________________________________________________________, *President / *

____________________________________________________________, *Clerk / *

____________________________________________________________, *President / *

____________________________________________________________, *Clerk / *

Delete the inapplicable words.

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF * / *MERGER
(GENERAL LAWS, CHAPTER 156B, SECTION 78)

I hereby approve the within Articles of * / *Merger and, the filing fee in the amount of $ 250.00, having been paid, said articles are deemed to have been filed with me this 30th day of September, 1997

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:

FEDERAL IDENTIFICATION        FEDERAL IDENTIFICATION
NO. _____________________     NO. 04-3366270
                                  ---------------------
                                  Acorn Associates
                                  Incorporated

THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF * / *MERGER
(GENERAL LAWS, CHAPTER 156B, SECTION 78)

* / *one of the constituent corporations.

The undersigned officers of each of the constituent corporations certify under the penalties of perjury as follows:

1. An agreement of * / *merger has been duly adopted in compliance with the requirements of General Laws, Chapter 156B, Section 78, and will be kept as provided by Subsection (d) thereof. The * / *surviving corporation will furnish a copy of said agreement to any of its stockholders, or to any person who was a stockholder of any constituent corporation, upon written request and without charge.

2. The effective date of the * / *merger determined pursuant to the agreement of * / *merger shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.

3. (FOR A MERGER) ** The following amendments to the Articles of Organization of the surviving corporation have been effected pursuant to the agreement of merger.

NONE

*Delete the inapplicable word. **If there are no provisions state "None".
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE 8 1/2 X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET AS LONG AS EACH ARTICLE REQUIRING EACH ADDITION IS CLEARLY INDICATED.

(FOR A CONSOLIDATION)
(a) The purpose of the resulting corporation is to engage in the following business activities:

N/A

(b) State the total number of shares and the par value, if any, of each class of stock which the resulting corporation is authorized to issue.

          N/A
------------------------------------------------------------------------------------------
    WITHOUT PAR VALUE                                           WITH PAR VALUE
------------------------------------------------------------------------------------------
TYPE          NUMBER OF SHARES          TYPE            NUMBER OF SHARES      PAR VALUE
------------------------------------------------------------------------------------------
Common:                                Common:
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
 Preferred:                            Preferred:
------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------

**(c) If more than one class of stock is authorized, state a distinguishing designation for each class and provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of each class and of each series then established.

N/A

**(d) The restrictions, if any, on the transfer of stock contained in the agreement of consolidation are:

N/A

**(e) Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

NONE

**If there are no provisions state "None".

4. The information contained in Item 4 is not a permanent part of the Articles of Organization of the * / *surviving corporation.

(a) The street address of the * / *surviving corporation in Massachusetts is: (post office boxes are not acceptable)

255 Highland Avenue, Needham, MA 02194
(b) The name, residential address, and post office address of each director and officer of the * / *surviving corporation is:

                     NAME                      RESIDENTIAL ADDRESS                  POST OFFICE ADDRESS
President:      James Billmaier            22322 NE 157th St.                             SAME
                                           Woodinville, WA  98072

Treasurer:      John Atherly               2237 273rd Ct. S.E.                            SAME
                                           Issaquah, WA  98029

Clerk:          Steven Esau                11970 Marine View Drive S.W.                   SAME
                                           Seattle, WA  98146

Directors:      James Billmaier            SAME AS ABOVE                                  SAME AS ABOVE

(c) The fiscal year (i.e. tax year) of the * / *surviving corporation shall end on the last day of the month of: December

(d) The name and business address of the resident agent, if any, of the
* / *surviving corporation is:

Donald J. Allison, 69 South Pleasant Street, Suite 201, Amherst, MA 01002

The undersigned officers of the several constituent corporations listed above further state under the penalties of perjury as to their respective corporations that the agreement of * / *merger has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporation in the manner required by General Laws, Chapter 156B, Section 78.

VICE

__________________________________________________________, *President/ *

_____________________________________________________________, *Clerk/ *

__________________________________________________________, *President/ *

_____________________________________________________________, *Clerk/ *

*Delete the applicable words.

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF * / *MERGER
(GENERAL LAWS, CHAPTER 156B, SECTION 78)

I hereby approve the within Articles of * / *Merger and, the filing in the amount of $ 250.00, having been paid, said articles are deemed to have been filed with me this 30th day of September, 1997

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:

EXHIBIT 1.12

DESIGNATION OF RIGHTS PREFERENCES AND LIMITATIONS OF
ASYMETRIX SERIES 5 CLASS B STOCK

SERIES 5 CLASS B STOCK, $0.01 PAR VALUE

received by the Company in one of the following transactions with respect to SuperCede, Inc.: (1) the sale of all or substantially all of the assets of SuperCede, Inc., (2) the sale of a controlling interest in SuperCede, Inc. to a third party, or (3) the acquisition of SuperCede, Inc. by another entity by means of merger, consolidation or otherwise, in which the Company does not, immediately after such merger, consolidation or other transaction, retain stock representing a majority of the voting power of SuperCede, Inc.; (iii) immediately prior to the closing of a firm commitment underwritten public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company at an aggregate offering price to the Company of not less than $10,000,000; or (iv) upon acquisition of the Company by another entity by means of merger, consolidation or otherwise, in which the holders of the Company's shares outstanding immediately before such merger, consolidation or other transaction do not, immediately after such merger, consolidation or other transaction, retain stock representing a majority of the voting power of the surviving corporation of such merger, consolidation or other transaction.

Class B Stock, the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to that fractional interest of the then fair value per share of Common Stock, as determined by the Board of Directors.

Series 5 Conversion Ratio then in effect, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate 1% or more of the Series 5 Conversion Ratio then in effect.

Class B Stock shall be entitled to receive in any distribution thereof to the holders of any other securities of the Company, including Common Stock: (i) any shares of SuperCede, Inc. or (ii) any consideration received by the Company in any of the following transactions with respect to SuperCede, Inc.; (1) the sale of all or substantially all of the assets of SuperCede, Inc., (2) the sale of a controlling interest in SuperCede, Inc. to a third party, or (3) the acquisition of SuperCede, Inc. by another entity by means of merger, consolidation or otherwise, in which the Company does not, immediately after such merger, consolidation or other transaction, retain stock representing a majority of the voting power of SuperCede, Inc.; "Permitted Repurchases" means the repurchase by the Company of shares of Common Stock held by employees, officers, directors, consultants, independent contractors, advisors, or other persons performing services for the Company or a subsidiary that are subject to restricted stock purchase agreements or stock option exercise agreements under which the Company has the option to repurchase such shares.

September 30, 1997

Oakes Interactive Incorporated
One Multimedia Plaza
255 Higland Avenue
Needham, MA 02194-3019

TopShelf Multimedia, Inc.
One Multimedia Plaza
255 Higland Avenue
Needham, MA 02194-3019

Acorn Associates Incorporated
One Multimedia Plaza
255 Higland Avenue
Needham, MA 02194-3019

Ladies and Gentlemen:

This opinion refers to the Agreement and Plan of Reorganization, dated as of September 30, 1997, by and among Asymetrix Corporation, a Washington corporation ("ASYMETRIX"), Oakes Acquisition Corp., a Massachusetts corporation and a wholly owned subsidiary of Asymetrix ("OAKES INTERACTIVE SUB"), TopShelf Acquisition Corp., a Massachusetts corporation and a wholly owned subsidiary of Asymetrix ("TOPSHELF SUB"), Acorn Acquisition Corp., a Massachusetts corporation and a wholly owned subsidiary of Asymetrix ("ACORN SUB" and, together with Oakes Interactive Sub and TopShelf Sub, the "ACQUISITION COMPANIES"), Oakes Interactive Incorporated, a Massachusetts corporation ("OAKES INTERACTIVE"), TopShelf Multimedia, Inc., a Massachusetts corporation ("TOPSHELF"), Acorn Associates Incorporated, a Massachusetts corporation ("ACORN" and, together with Oakes Interactive and TopShelf, the "OAKES COMPANIES"), Gordon Oakes and Kevin Oakes, such agreement, together with all Exhibits and Schedules thereto, being referred to as the "REORGANIZATION AGREEMENT." Pursuant to the Reorganization Agreement, upon the Effective Time (as defined in the Reorganization Agreement) each of the Acquisition Companies will merge with and into the respective Oakes Company (the "MERGERS"). Unless otherwise indicated, all capitalized terms used herein have the meanings given to those terms in the Reorganization Agreement.

Oakes Interactive Corporation
TopShelf Multimedia, Inc.
Acorn Associates Corporation
September 30, 1997

In my examination of documents for purposes of this opinion, I have assumed (to the extent that I do not have actual knowledge of), and express no opinion as to, the genuineness of all signatures on original documents, the authenticity of all documents submitted as originals, the conformity to originals of all documents submitted as copies, the lack of any undisclosed terminations, modifications, waivers or amendments to any agreements reviewed by me, the legal competence or capacity of all natural persons executing the same, and (except with respect to due execution and delivery of the Reorganization Agreement by Asymetrix) the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof.

For the purposes of this opinion, I have also assumed that: (a) each party (other than Asymetrix) has all requisite power and authority, and has taken any and all corporate or other action necessary, for the due authorization by such party of the execution, delivery and performance by it of the Reorganization Agreement and each Oakes Ancillary Agreement to which it is a party and the performance by it of all its obligations thereunder; (b) each of the Oakes Companies and the Principals has fully performed all the other obligations which it is to perform at or before the Effective Time; (c) all the representations and warranties made by any party other than Asymetrix or the Acquisition Companies in, or pursuant to, the Reorganization Agreement and each Oakes Ancillary Agreement are true and complete in all material respects; and (d) the Reorganization Agreement and each Oakes Ancillary Agreement is duly enforceable in accordance with its terms against, and constitutes the legal, valid and binding obligations of, the parties thereto other than Asymetrix or the Acquisition Companies.

Oakes Interactive Corporation
TopShelf Multimedia, Inc.
Acorn Associates Corporation
September 30, 1997

This opinion is qualified by, and is subject to, and I render no opinion with respect to, the limitations and exceptions to the enforceability of contracts and obligations generally, including, without limitation:

(a) the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights of creditors generally;

(b) the effect of principles of public policy, general principles of equity and similar principles, including, without limitation, concepts of materiality, reasonableness and unconscionability and the possible unavailability of specific performance, injunctive relief or other equitable remedies, regardless of whether considered in a proceeding in equity or at law.

I render no opinion with respect to: (a) compliance or noncompliance with provisions of applicable state and federal statutes, rules and regulations concerning the issuance and sale of securities; (b) as to the tax consequences of the Mergers under applicable federal, state and local income tax laws and regulations, (c) the enforceability of the voting provisions contained in the Voting and Co-Sale Agreement; and (d) the non-competition covenants contained in the Oakes Employment Agreement and Foster Employment Agreement.

I am admitted to practice law in the State of Washington, and I express no opinion herein with respect to the application or effect of the laws of any jurisdiction other than the existing laws of the State of Washington and the existing federal laws of the United States of America. Special rulings of such authorities or opinions of other counsel have not been sought or obtained. My opinion is limited to such Washington and United States statutes, laws, rules or regulations as in my experience are of general application to transactions of the sort contemplated by the Reorganization Agreement.

Based upon the foregoing, subject to the assumptions and qualifications referred to herein and except as may be otherwise set forth in the Reorganization Agreement, the Exhibits thereto, the Asymetrix Schedule of Exceptions, or the Asymetrix Ancillary Agreements, it is my opinion that as of immediately prior to the Effective Time on the date hereof:

1. Asymetrix had the requisite corporate right, power and authority to enter into, execute and deliver the Reorganization Agreement and each Asymetrix Ancillary Agreement to which it is a party. All corporate action required to be taken by or on the part of Asymetrix to authorize Asymetrix to enter into, execute and deliver the Reorganization Agreement and each Asymetrix Ancillary Agreement to which it is a party has been duly and validly taken.

2. No consents, approvals, authorizations, registrations, declarations or filings by or with the State of Washington are required to be obtained by Asymetrix for the execution, delivery or performance by Asymetrix of the Reorganization Agreement or the Asymetrix Ancillary Agreements to which it is a party, except such as have been obtained or

Oakes Interactive Corporation
TopShelf Multimedia, Inc.
Acorn Associates Corporation
September 30, 1997

made, except for the filing of a Form D with respect to the issuance of the Asymetrix Merger Stock in the Mergers and except for filings made under applicable securities laws.

3. The Reorganization Agreement and each Asymetrix Ancillary Agreement to which Asymetrix is a party have been duly authorized, executed and delivered by Asymetrix, and are valid and binding obligations of Asymetrix, enforceable against Asymetrix in accordance with their respective terms.

4. The authorized capital stock of Asymetrix consists of 40,000,000 shares of Asymetrix Common Stock, $0.01 par value, 8,078,172 of which are outstanding, and 5,000,000 shares of Class B Stock, $0.01 par value, of which 50,000 shares are designated as Series 1 Class B Stock, 37,500 shares of which are outstanding, of which 388,395 shares are designated as Series A Stock, all of which are outstanding, of which 388,395 shares are designated as Series B Stock, all of which are outstanding, of which 2,500,000 shares are designated as Series 4 Class B Stock, 2,383,894 shares of which are outstanding, and of which 1,512,500 shares are designated as Series 5 Class B Stock, none of which are outstanding.

5. The shares of Asymetrix Series 5 Class B Stock that are issuable upon, and in exchange for, the outstanding shares of Common Stock of each of the Oakes Companies in the Mergers, when so issued in accordance with the terms and conditions of the Reorganization Agreement, will be duly and validly issued, fully paid and non-assessable.

6. Neither the execution nor the delivery by Asymetrix of the Reorganization Agreement or any Asymetrix Ancillary Agreement to which it is a party, nor the consummation of the transactions provided for therein, are in conflict with any provision of: (a) the Articles of Incorporation or Bylaws of Asymetrix, as applicable, as currently in effect or (b) to my knowledge, any judgment, order or decree of any court or arbitrator to which Asymetrix is a party or is subject.

In rendering the opinions above, I am opining only as to the specific legal issues expressly set forth herein, and no opinion shall be inferred as to other matters. This opinion is intended solely for the use of the Oakes Companies pursuant to Section 8.5 of the Reorganization Agreement, and is not to be made available to, or relied upon for any other purpose, or by any other person or entity, without my prior written consent. I assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to my attention whether or not they would affect or modify the opinions expressed herein.

Very truly yours,

Steven Esau
General Counsel

ATTACHMENT A
DOCUMENTS REVIEWED

(1) The Reorganization Agreement.

(2) Registration Rights Agreement dated as of the date hereof between Asymetrix, Gordon Oakes, Kevin Oakes and Doug Foster.

(3) The Voting and Co-Sale Agreement dated as of the date hereof between Asymetrix, Gordon Oakes, Kevin Oakes, Doug Foster and Paul Allen.

(4) Employment Agreement made effective as of September 30, 1997 between Asymetrix and Kevin Oakes.

(5) Employment Agreement made effective as of September 30, 1997 between Asymetrix and Doug Foster.

(6) A copy of Asymetrix's Articles of Incorporation.

(7) A copy of each of the Acquisition Companies' Certificates of Organization, certified by the Secretary of the Commonwealth of the Commonwealth of Massachusetts on September 29, 1997.

(8) A copy of the Bylaws of each of Asymetrix and the Acquisition Companies.

(9) Action by Unanimous Written Consent of the Board of Directors of Asymetrix dated as of September 30, 1997.

(10) Action by Unanimous Written Consent of the Board of Directors and of the sole stockholder of each of the Acquisition Companies dated as of September 30, 1997.

EXHIBIT 8.7

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of September 30, 1997, by and between ASYMETRIX CORPORATION, a Washington corporation (the "COMPANY"), and GORDON OAKES, KEVIN OAKES and DOUG FOSTER (collectively, the "SHAREHOLDERS" and each individually, a "SHAREHOLDER") who immediately prior to the Effective Time of the Mergers (as defined below) are all of the stockholders of Oakes Interactive, Inc., a Massachusetts corporation ("OAKES"), TopShelf Multimedia, Inc., a Massachusetts corporation ("TOPSHELF") and Acorn Associates Incorporated, a Massachusetts corporation ("ACORN" and, collectively with Oakes and TopShelf, the "OAKES COMPANIES").

A. Each of the Oakes Businesses and the Company, Oakes Interactive Acquisition Corp., TopShelf Acquisition Corp., and Acorn Acquisition Corp. have entered into an Agreement and Plan of Merger dated as of September 30, 1997 (the "PLAN"), pursuant to which a wholly owned subsidiary of Asymetrix will merge with and into each of the Oakes Companies in reverse triangular mergers, with each of the Oakes Companies to be the surviving corporation of each merger (the "MERGERS").

B. As a condition precedent to the consummation of the Mergers, Section 8.7 of the Plan provides that the Shareholders shall be granted certain registration rights with respect to the shares of the Company's Common Stock issuable upon conversion of the Asymetrix Series 5 Class B Stock that are issued to the Shareholders in the Mergers, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows:

1. REGISTRATION RIGHTS

(i) any Registrable Securities sold by a person in a transaction in which rights under this Section 1 are not assigned in accordance with this Agreement, (ii) any Registrable Securities sold to the public or sold pursuant to Rule 144 promulgated under the Securities Act or (iii) any Registrable Securities which may be sold in the public market in a three-month period without registration under the Securities Act pursuant to Rule 144 under the Securities Act.

(a) Furnish to the Holders and to the underwriters, if any, such number of copies of the registration statement, prospectus, and preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may

reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.

(b) Use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(c) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(d) Use its best efforts either to (i) cause all the Registrable Securities covered by any Registration Statement to be listed on a national securities exchange, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) secure the quotation of the Registrable Securities on the Nasdaq National Market.

(i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, preliminary prospectus, final prospectus, offering circular or other document contained therein or any amendments or supplements thereto;

(ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or

(iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act or any federal or state securities law in connection with the offering covered by such registration statement;

(a) such agreement shall not apply to shares of capital stock of the Company sold pursuant to such registration statement;

(b) all executive officers and directors of the Company then holding Common Stock of the Company enter into a similar agreement, and any other stockholder of the Company owning at least as many shares of the Company's Common Stock as such Holder is also requested by the Company or the underwriter to enter into a similar agreement; and

(c) in an offering other than the Company's initial public offering, such agreement shall apply only for a period of 90 days from the effective date of the registration statement filed under the Securities Act with respect thereto.

In order to enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the shares subject to this Section and to impose stop transfer instructions with respect to the shares of stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

(a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;

(b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the 1934 Act (at any time after it has become subject to such reporting requirements); and

(c) So long as a Holder owns any Registrable Securities, to furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), of the Securities Act and the 1934 Act (at any time after it has become subject to the reporting requirements of the 1934 Act), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such securities without registration (at any time after the Company has become subject to the reporting requirements of the 1934 Act).

2. ASSIGNMENT

3. GENERAL PROVISIONS

Mark C. Stevens, Esq.

Fenwick & West LLP
Two Palo Alto Square
Palo Alto, CA 94306
Facsimile: (415) 494-1417

or to such other address as a party may have furnished to the other parties in writing pursuant to this Section 3.5.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date and year first above written.

ASYMETRIX CORPORATION                   THE SHAREHOLDERS

By:__________________________           _______________________________
                                        Gordon Oakes

Print Name:__________________           _______________________________
                                        Kevin Oakes

Title:_______________________           _______________________________
                                        Doug Foster

[SIGNATURE PAGE FOR REGISTRATION RIGHTS AGREEMENT]

                                       NUMBER OF SHARES OF
                                       ASYMETRIX CORPORATION
NAME AND ADDRESS                       SERIES 5 CLASS B STOCK HELD
----------------                       ---------------------------


Gordon Oakes
[ADDRESS]


Kevin Oakes
[ADDRESS]


Doug Foster
[ADDRESS]

EXHIBIT 8.8

VOTING AND CO-SALE AGREEMENT

THIS VOTING AND CO-SALE AGREEMENT (this "AGREEMENT") is made and entered into as of September 30, 1997 (the "EFFECTIVE DATE") by and among ASYMETRIX CORPORATION, a Washington corporation, (the "COMPANY"), KEVIN OAKES (the "DESIGNEE"), GORDON OAKES, DOUG FOSTER and PAUL ALLEN (the "SHAREHOLDER").

A. The Company, Oakes Interactive Acquisition Corp., a Massachusetts corporation, TopShelf Acquisition Corp., a Massachusetts corporation, Acorn Acquisition Corp., a Massachusetts corporation, Oakes Interactive Incorporated, a Massachusetts corporation ("OAKES"), TopShelf Multimedia, Inc., a Massachusetts corporation ("TOPSHELF"), Acorn Associates Incorporated, a Massachusetts corporation ("ACORN" and, collectively with Oakes and TopShelf, the "OAKES COMPANIES"), Gordon Oakes and the Designee have entered into that certain Agreement and Plan of Reorganization (the "PLAN") dated as of September __, 1997 pursuant to which a wholly owned subsidiary of Asymetrix will merge with and into each of the Oakes Companies in a reverse triangular merger.

B. As an inducement to the Oakes Companies, Gordon Oakes and the Designee to enter into the Plan, the Company and the Shareholder desire to enter into this Agreement to set forth their agreement and understanding with respect to the voting of shares of the Company's capital stock held by Shareholder on certain matters.

NOW THEREFORE, in consideration of the above recitals and the mutual covenants made herein, the parties hereby agree as follows:

not be adequately compensable by money damages. Accordingly, in the event of a breach or threatened breach by Shareholder of any provision of this Agreement, the Company and the Designee shall each be entitled to the remedies of specific performance, injunction or other preliminary or equitable relief, including the right to compel Shareholder, as appropriate, to vote Shareholder's shares of capital stock of the Company in accordance with the provisions of this Agreement, in addition to such other rights remedies as may be available to the Designee for any such breach or threatened breach, including but not limited to the recovery of money damages.

(a) The execution by the Shareholder, the Company and the Designee of a written agreement to terminate this Agreement;

(b) The consummation of the first sale of securities of the Company to the public pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended;

(c) The first date on which the outstanding capital stock of the Company owned by the Designee, Gordon Oakes and Doug Foster (calculated on an as-converted-into-Common Stock basis) constitutes less than thirty percent (30%) of the number of shares of the Company's Series 5 Class B Stock issued to such persons pursuant to the Plan; or

(d) Immediately prior to the closing of (i) any consolidation or merger of the Company with or into any other corporation or corporations in which the holders of the Company's outstanding shares immediately before such consolidation or merger do not, immediately after such consolidation or merger, retain stock representing a majority of the voting power of the surviving corporation of such consolidation or merger or stock representing a majority of the voting power of a corporation that wholly owns, directly or indirectly, the surviving corporation of such consolidation or merger; (ii) the sale, transfer or assignment of securities of the Company representing a majority of the voting power of all the Company's outstanding voting securities by the holders thereof to an acquiring party in a single transaction or series of related transactions;
(iii) any other sale, transfer or assignment of securities of the Company representing over fifty percent (50%) of the voting power of the Company's then outstanding voting securities by the holders thereof to an acquiring party; or
(iv) the sale of all or substantially all the Company's assets.

Company's capital stock to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

COMPANY:                                     DESIGNEE:
-------                                      --------

By:____________________________              _________________________
                                             Kevin Oakes
Printed Name: _________________

Title: ________________________

SHAREHOLDER:
-----------

_______________________________              _________________________
Paul Allen                                   Gordon Oakes

                                             _________________________
                                             Doug Foster

[SIGNATURE PAGE TO VOTING AND CO-SALE AGREEMENT]

September 30, 1997

Asymetrix Corporation
110 110th Avenue NE, Suite 700
Bellevue, WA 98004

Re: Agreement and Plan of Reorganization dated as of September 30, 1997 (the "Agreement") by and among Asymetrix, the Merger Subs, the Oakes Companies and the Principals (each as identified in the Agreement)

Ladies and Gentlemen:

I have acted as counsel to the Oakes Companies and the Principals in connection with this transaction.

This opinion is delivered to you in connection with the Agreement and the transactions identified therein. In connection with the opinions rendered herein, I have examined the following documents, each of which is of even date herewith unless otherwise specified (collectively the "Transaction Documents"):

1. the Agreement;

2. Articles of Merger between Oakes Interactive Incorporated ("Oakes Interactive") and Oakes Acquisition Corp.;

3. Articles of Merger between TopShelf Multimedia, Inc. ("TopShelf") and TopShelf Acquisition Corp.;

4. Articles of Merger between Acorn Associates Incorporated ("Acorn") and Acorn Acquisition Corp.;

5. Voting and Co-Sale Agreement by and among Asymetrix Corporation, Kevin Oakes, Gordon Oakes, Douglas A. Foster and Paul Allen; and

6. Registration Rights Agreement by and among Asymetrix Corporation, Gordon Oakes, Kevin Oakes and Douglas A. Foster.

I have also examined and relied upon the following:

A. Articles of Organization of Oakes Interactive as filed with the Massachusetts Secretary of State (the "Secretary of State") on June 19, 1995.

B. Articles of Organization of TopShelf as filed with the Secretary of State on March 1, 1996.

Asymetrix Corporation
September 30, 1997

C. Articles of Organization of Acorn Associates, Incorporated as filed with the Secretary of State on April 11, 1997.

D. The By-Laws of Oakes Interactive.

E. The By-Laws of TopShelf.

F. The By-Laws of Acorn.

G. Certificate of Corporate Good Standing of Oakes Interactive issued by the Secretary of State on September 22, 1997.

H. Certificate of Corporate Good Standing issued by the Secretary of State on September 22, 1997.

I. Certificate of Corporate Good Standing of Acorn issued by the Secretary of State on September 22, 1997.

(The Certificates of Corporate Good Standing of each of Oakes Interactive, TopShelf and Acorn are collectively referred to as the "Good Standing Certificates").

J. The Definitive Agreements as defined in the Agreement.

K. Such other certificates, documents and materials as I have deemed necessary in connection with this opinion.

Based upon the foregoing, and subject to the qualifications set forth herein, I am of the opinion that:

1. Each of the Oakes Companies is a corporation validly existing under the laws of the Commonwealth of Massachusetts (the "Commonwealth") and, based on the Good Standing Certificates, is in good standing as defined in Massachusetts General Laws, Chapter 156B, Section 116, with full power to (i) own, lease and operate its properties; (ii) carry on its business as now conducted and (iii) to execute deliver and perform its obligations under each of the Transaction Documents to which it is a party.

2. The execution and delivery of each of the Transaction Documents requiring execution by the Oakes Companies and the Principals (a) have been duly authorized by the Oakes Companies; (b) will not conflict with any provisions of the Articles of Organization or By-Laws of any of the Oakes Companies; and (c) except as set forth in the Oakes Companies Schedule of Exceptions to the Agreement, are not in violation of any Definitive Agreement nor to the best of my knowledge and except as set forth in the Oakes Companies Schedule of Exceptions, any permit, decree, ordinance or applicable governmental regulation presently in effect.

Asymetrix Corporation
September 30, 1997

3. Each of the Transaction Documents requiring execution by any of the Oakes Companies or the Principals has been duly executed and delivered by Oakes Interactive, TopShelf, Acorn and the Principals; is the legal, valid and binding obligation of Oakes Interactive, TopShelf, Acorn and the Principals; and is enforceable against the Oakes Companies and the Principals in accordance with its terms.

4. No government consents, approvals, authorization, registrations, declarations or filings are required to be obtained by the Principals or any of the Oakes Companies for the execution, delivery or performance by or on behalf of the Oakes Companies of the Transaction Documents to which each such corporation or Principal is a party, except such as have been obtained or made.

5. The authorized capital stock of each of the Oakes Companies consists of 200,000 shares of Common Stock, without par value, of which in each case, 200 shares are issued, outstanding and owned of record solely by those persons listed on Schedule 3.3 of the Agreement in the respective amounts shown on Schedule 3.3 of the Agreement. All presently issued and outstanding shares of the Oakes Companies capital stock have been duly authorized and validly issued and are fully paid and nonassessable. There are, to my knowledge, (a) no outstanding subscriptions, warrants, options, calls, claims, commitments, convertible securities or other agreements or arrangements under which any of the Oakes Companies may be obligated to issue any shares of its capital stock,
(b) no preemptive rights to subscribe for or to purchase capital stock of any of the Oakes Companies, and (c) no outstanding rights to cause shares of any of the Oakes Companies to be registered under the Securities Act of 1933, as amended, or under the laws of the Commonwealth of Massachusetts. The Principals and Douglas A. Foster are the only shareholders of record of Oakes Interactive and the Principals are the only shareholders of record of TopShelf and Acorn. To my knowledge, no other party has any right to, or has made any claim of, ownership of shares of any of the Oakes Companies, and no other party has any right to, or has made any claim to, receive shares of any of the Oakes Companies.

6. To the best of my knowledge, and without having made any independent investigation and except as otherwise set forth on Schedule 3.6 of the Agreement, there is no action, suit, proceeding or investigation pending or threatened against any of the Oakes Companies which if adversely determined would have a material adverse effect on the financial condition business or properties of the Oakes Companies or would impair the enforceability of the Transaction Documents and none of the Oakes Companies is subject to any order, writ, judgment, decree or injunction.

The opinions expressed herein are subject to the following assumptions, limitations and qualifications:

A. In my examination and in rendering this opinion, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the power and authority of all persons, other than the Oakes Companies and the Principals, the authenticity and completeness of all documents submitted to me as originals, the conformity to original documents of all documents

Asymetrix Corporation
September 30, 1997

submitted to me as certified or photostatic copies and the authenticity of the originals of such latter documents. I have assumed the due issuance and validity of all governmental approvals, licenses, permits, consents, authorizations and certificates.

B. As to matters of fact material to my opinions expressed herein, I have relied upon: (i) the representations and warranties made by the Oakes Companies and the Principals in the Transaction Documents; (ii) the certifications contained in the Good Standing Certificates and (iii) with respect to matters set forth in paragraph 5 hereof, the minute books of each Oakes Company.

C. I have assumed that Asymetrix and the Merger Subs have all requisite power and authority and have taken all necessary corporate action to enter into the Agreement and to effect the transactions contemplated thereby.

D. My opinions set forth herein as to the validity, binding effect and enforceability of the Transaction Documents are specifically qualified to the extent that the validity, binding effect or enforceability of any obligations of Oakes Companies under any of the Transaction Documents may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other statutory or decisional laws, heretofore or hereafter enacted or in effect, affecting the rights of creditors generally or
(ii) the exercise of judicial or administrative discretion in accordance with general equitable principles.

E. I express no opinion as to liens arising under state or federal laws or regulations pertaining to hazardous waste.

F. I am a member of the Bar of the Commonwealth of Massachusetts and opinions expressed herein are based upon and limited to the laws of the Commonwealth of Massachusetts, and the federal laws of the United States. I express no opinion herein concerning the laws of any other jurisdictions.

This opinion is limited to the matters set forth herein and no opinion is implied or may be inferred beyond the matters expressly stated. No person or entity other than you may rely or claim reliance upon this opinion. This opinion is given to you as of the date hereof and I assume no obligation to advise you of changes that may hereafter be brought to my attention.

Very truly yours

Donald J. Allison

DJA/lmw

EXHIBIT 9.11

September 30, 1997

Asymetrix Corporation
110 110th Avenue NE, Suite 700
Bellevue, WA 98004

INVESTMENT REPRESENTATION LETTER

The undersigned holder ("STOCKHOLDER") of Common Stock (the "OAKES COMPANIES STOCK") of Oakes Interactive Incorporated, a Massachusetts corporation
("OAKES"), TopShelf Multimedia, Inc., a Massachusetts corporation ("TOPSHELF")
and/or Acorn Associates Incorporated, a Massachusetts corporation ("ACORN" and, together with Oakes and TopShelf, the "OAKES COMPANIES"), is acquiring shares of the capital stock of Asymetrix Corporation, a Washington corporation ("ASYMETRIX") pursuant to that certain Agreement and Plan of Reorganization (the "PLAN") dated as of September 30, 1997 among Asymetrix, Oakes Interactive Acquisition Corp., a Massachusetts corporation, TopShelf Acquisition Corp., a Massachusetts corporation, Acorn Acquisition Corp., a Massachusetts corporation, Gordon Oakes, Kevin Oakes and each of the Oakes Companies, pursuant to which a wholly owned subsidiary of Asymetrix will merge with and into an Oakes Company in a reverse triangular merger, with the applicable Oakes Company to be the surviving corporation of each merger (the "MERGERS"), and all of the outstanding capital stock of each Oakes Company will be converted into shares of Asymetrix Series 5, Class B Stock (the "RESTRICTED SECURITIES") pursuant to a private placement effected pursuant to Section 4(2) of the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT") and/or Regulation D promulgated thereunder. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to such terms in the Plan.

In connection with the Merger, Stockholder hereby represents and warrants to Asymetrix as follows:

Mergers. Stockholder has the capacity to protect its own interests in connection with the Mergers.

of certain conditions regarding the restrictions on the transfer of the Restricted Securities imposed by Rule 144. Stockholder understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act or some other exemption from the registration requirements of the Securities Act will be required in order to enable Stockholder to dispose of the Restricted Securities, and that Stockholder may be required to hold the Restricted Securities for a significant period of time prior to reselling them. Stockholder acknowledges that if it is or becomes an "affiliate" of Asymetrix, then certain restrictions, including volume limits, imposed by Rule 144 will continue to apply to Stockholder beyond the second anniversary of the date on which Stockholder acquires the Restricted Securities.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT (AND CURRENT PROSPECTUS) IS IN EFFECT AS TO THE SECURITIES, (2) AN EXEMPTION THEREFROM IS AVAILABLE, OR (3) THE SECURITIES ARE SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

any purchaser or other transferee to whom such Restricted Securities shall have been so transferred in violation of any provision of this letter or the Plan.

Sincerely,

By:____________________________

Name:__________________________

Title:_________________________

[SIGNATURE PAGE TO INVESTMENT REPRESENTATION LETTER]

EXHIBIT 2.03

AGREEMENT AND PLAN OF REORGANIZATION

RECITALS

The parties intend that, subject to the terms and conditions of this Agreement:

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms have the meanings set forth below:

Other capitalized terms defined elsewhere in this Agreement and not defined in this Section 1 have the meanings assigned to such terms in this Agreement.

2. PLAN OF REORGANIZATION

3. REPRESENTATIONS AND WARRANTIES OF CSI AND PRINCIPALS

Each of the Principals and CSI, jointly and severally, hereby represents and warrants as follows, except as set forth in the CSI Schedule of Exceptions (in numbered paragraphs that correspond to the Section numbers below) simultaneously delivered to Asymetrix with the execution of this Agreement:

3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable CSI and the Principals to enter into, and to perform his, her or its obligations under, this Agreement and the CSI Ancillary Agreements, except for (a) the filing of the Certificate of Merger with the Texas Secretary of State, and the filing of appropriate documents with the relevant authorities of other states in which CSI is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws.

3.2.3 This Agreement and the CSI Ancillary Agreements are, or when executed by CSI and/or the Principals, as applicable, will be, valid and binding obligations of CSI and/or the Principals, as applicable, enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies; provided, however, that the Certificate of Merger will not be effective until the Effective Time.

exchangeable for shares of CSI capital stock or obligating CSI to grant, extend, or enter into any such option, warrant, call, commitment, conversion privilege or other right or agreement, and there is no liability for dividends accrued but unpaid. There are no voting agreements, rights of first refusal or other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) applicable to any of CSI's outstanding securities. CSI is not under any obligation to register under the Securities Act any of its presently outstanding securities or any securities that may be subsequently issued. All holders of CSI Common Stock reside in the State of Texas.

3.7.1 CSI has or will have filed all Returns for tax periods ending before the Effective Time, other than where a failure to file a return did not or would not have a Material Adverse Effect. All such Returns that have been filed were (as filed or after timely amendment) true, correct and complete in all material respects. CSI and the Principals have provided or made available to Asymetrix copies of all material Returns actually filed by CSI during the three- year period ending on the date hereof.

3.7.2 CSI has paid or deposited in full all taxes due and owing or shown to be due on the Returns filed by CSI (including required estimated tax payments with respect thereto), except where a failure to pay a tax in full did not or would not have a Material Adverse Effect. CSI has established a proper and adequate accrual or reserve on the CSI Financial Statements (as defined in below) for all taxes not yet due and owing, whether or not shown or required to be shown on any Return, except where a failure to establish such an accrual or reserve did not or would not have a Material Adverse Effect.

3.7.3 Neither CSI nor any of the Principals is aware of any pending or threatened claim or assessment in writing with respect to any deficiencies for any tax against CSI by any taxing authority. CSI has not executed any waiver of any statute of limitations relating to taxes or any extension of the period for the assessment or collection of any tax (other than extensions which have expired by the Effective Time). Neither CSI nor any of the Principals has received any written notification, or is otherwise aware, that any material issues are currently under audit, examination or review by any taxing authority regarding CSI.

3.7.4 There are no material liens, pledges, charges, claims, security interests or other encumbrances covering the assets of CSI or the Principals and relating or attributable to taxes, other than for taxes not yet due and payable and others that do not have a Material Adverse Effect.

3.7.5 There is no contract, agreement, plan or arrangement, including but not limited to the provisions of this Agreement, covering any current or former employee of CSI that, individually or collectively, could give rise to the payment of any amount with respect to which a deduction would be disallowed under Sections 280G or 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").

3.7.6 CSI is not party to a tax sharing or tax allocation agreement, and CSI does not owe any amount under any such agreement.

3.7.7 CSI is not or has not at any time been a "United States real property holding corporation" within the meaning of Section 897(c) of the Code.

3.7.8 CSI has not filed any consent agreement under Section 341(f) of the Code or has agreed to have Section 341(f)(2) of the Code apply to any disposition of a "subsection (f) asset" (as defined in Section 341(f)(4) of the Code) owned by CSI.

3.7.9 None of CSI's assets constitute "tax-exempt use property" within the meaning of Section 168(h) of the Code.

(a) any change in the financial condition, properties, assets, liabilities, business or operations of CSI which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has had or, to the knowledge of CSI and the Principals, will have a Material Adverse Effect;

(b) any contingent liability incurred by CSI as guarantor, surety or otherwise with respect to the obligations of others, which contingent liability is in excess of $10,000 individually or $25,000 in the aggregate;

(c) any mortgage, encumbrance or lien placed on any of the properties of CSI, which mortgage, encumbrance or lien is in excess of $10,000 individually or $25,000 in the aggregate;

(d) any obligation or liability incurred thereby other than obligations and liabilities incurred in the ordinary course of business, which obligation or liability is in excess of $10,000 individually or $25,000 in the aggregate;

(e) any purchase or sale or other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, other than in the ordinary course, of any of the properties or assets of CSI, which purchase, sale, other disposition or other arrangement is in excess of $10,000 individually or $25,000 in the aggregate;

(f) any damage, destruction or loss, whether or not covered by insurance, which has a Material Adverse Effect;

(g) any declaration, setting aside or payment of any dividend on, or the making of any other distribution in respect of, the capital stock of CSI, any split, combination or recapitalization of the capital stock of CSI or any direct or indirect redemption, purchase or other acquisition of the capital stock of CSI;

(h) any labor dispute or claim of unfair labor practices or, other than changes in the ordinary course of business, consistent with past practice, any change in the compensation payable or to become payable to CSI's officers, employees or agents, any bonus payment or arrangement made to or with any of such officers, employees or agents or any employee terminations or resignations;

(i) any declaration or payment of an extraordinary dividend, within the meaning of Section 1059(c) of the Code;

(j) any payment or discharge of a lien or liability thereof which lien was not either shown on the September 30 Balance Sheets or incurred in the ordinary course of business thereafter; or

(k) any material transaction with any of its officers, directors, employees or stockholders or any entity controlled by any of such individuals.

(a) Contract, commitment, letter contract or purchase order providing for payments by or to CSI in an aggregate amount of (1) $50,000 or more in the ordinary course of

business to any one vendor or customer; or (2) $25,000 or more not in the ordinary course of business to any one vendor or customer;

(b) License agreement as licensor or licensee, including site licenses for products with initial year fees in excess of $50,000 and each agreement that provides for either the delivery of source code to the licensee or escrow of such source code for the benefit of such licensee and including any CSI IP Rights Agreement (as defined in Section 3.12);

(e) Contract providing for the development of software by or for CSI, or license of software to CSI, which software is used or incorporated in any products distributed or services provided by CSI or is contemplated to be used or incorporated in any products to be distributed or services to be provided by CSI (other than software generally available to the public at a per copy license fee of less than $1,000 per copy);

(f) Contract or commitment for the employment of any officer, employee or consultant of CSI or any other type of contract or understanding with any officer, employee or consultant of CSI which is not immediately terminable by CSI without cost or other liability;

(g) Agreement for the lease of real or personal property involving payments by or to CSI in an aggregate amount of $25,000 or more;

(h) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons;

(i) Written dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the ongoing distribution of any products or services of CSI;

(j) Instrument evidencing or related in any way to indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise, except for trade indebtedness incurred in the ordinary course of business, and except as disclosed in the CSI Financial Statements;

(k) Contract containing covenants purporting to limit CSI's freedom to compete in any line of business in any geographic area; or

(l) Stock redemption or purchase agreement yet to be performed.

All Material Agreements constitute valid and enforceable obligations of the parties thereto (except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally,
(ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities), and are and will, immediately after the Effective Time, be in full force and effect. Neither CSI nor the Principals is, nor, to the best knowledge of CSI and the Principals, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement. A copy of each Material Agreement has been delivered or made available to Asymetrix's counsel. Neither CSI nor the Principals is a party to any contract, agreement or arrangement which has had, or could reasonably be expected to have, a Material Adverse Effect. CSI has no material liability for renegotiation of government contracts or subcontracts, if any.

3.15.1 CSI has no employment contracts or consulting agreements currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions).

3.15.2 CSI (i) has never been and is not now subject to a union organizing effort, (ii) is not subject to any collective bargaining agreement with respect to any of its employees, (iii) is not subject to any other contract, written or oral, with any trade or labor union, employees' association or similar organization, or (iv) has no current labor dispute. CSI and the Principals have no knowledge that a material number of employees intend to leave the employ of CSI or that any employees intend to leave the employ of CSI and which departures would prevent CSI from fully performing on schedule any Customer Agreement.

3.15.4 No "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any CSI Employee Plan which is covered by Title I of ERISA which would result in a material liability to CSI taken as a whole, excluding transactions effected pursuant to a statutory or administrative exemption. Nothing done or omitted to be done and no transaction or holding of any asset under or in connection with any

CSI Employee Plan has made or will make CSI or any officer or director of CSI subject to any material liability under Title I of ERISA or liable for any material tax (as defined in Section 2.7) or penalty pursuant to Sections 4972, 4975, 4976 or 4979 of the Code or Section 502 of ERISA.

3.15.8 No benefit payable or which may become payable by CSI pursuant to any CSI Employee Plan or any CSI Benefit Arrangement or as a result of or arising under this Agreement shall constitute an "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) which is subject to the imposition of an excise Tax under Section 4999 of the Code or which would not be deductible by reason of Section 280G of the Code.

3.15.9 To the knowledge of CSI and the Principals and except for matters which would not have a Material Adverse Effect, no employee of CSI is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any other contract or written agreement, or any restrictive covenant contained in any such agreement relating to the right of any such employee to be employed thereby, or to use trade secrets or proprietary information of others, and the employment of such employees does not subject CSI to any material liability.

3.15.11 CSI is not a party to any (a) agreement with any executive officer or other key employee of CSI (i) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving CSI in the nature of any of the transactions contemplated by this Agreement and the Certificate of Merger, (ii) providing any term of employment or compensation guarantee, or (iii) providing severance benefits or other benefits after the termination of employment of such employee regardless of the reason for such termination of employment, or (b) agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be materially increased, or the vesting of benefits of which will be materially accelerated, by the occurrence of any of the transactions contemplated by this Agreement and the Certificate of Merger or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement and the Certificate of Merger. CSI is not obligated to make any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code), nor will any excess parachute payment be deemed to have occurred as a result of or arising out of the Merger.

3.20.2 None of the properties or facilities of CSI is in material violation of any federal, state or local law, ordinance, regulation or order relating to industrial hygiene or to the environmental conditions on, under or about such properties or facilities, including, but not

limited to, soil and ground water condition. During the time that CSI has owned or leased its properties and facilities, neither CSI nor, to CSI's and the Principals' knowledge, any third party, has used, generated, manufactured or stored on, under or about such properties or facilities or transported to or from such properties or facilities any Hazardous Materials except in substantial accordance with applicable environmental laws.

3.20.3 During the time that CSI has owned or leased its respective properties and facilities, there has been no litigation brought or, to the knowledge of CSI and the Principals, threatened against CSI by, or any settlement reached by CSI with, any party or parties alleging the presence, disposal, release or threatened release of any Hazardous Materials on, from or under any of such properties or facilities.

4. REPRESENTATIONS AND WARRANTIES OF ASYMETRIX AND MERGER SUB

Asymetrix and Merger Sub hereby jointly and severally represent and warrant as follows, except as set forth on the Asymetrix Schedule of Exceptions
(in numbered paragraphs that correspond to the Section numbers below)
simultaneously delivered to CSI and the Principals with the execution of this Agreement:

4.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable each of Asymetrix and Merger Sub to enter into, and to perform its respective obligations under, this Agreement and the Asymetrix Ancillary Agreements, except for (a) the filing of the Articles of Merger with the Texas Secretary of State, and the filing of appropriate documents with the relevant authorities of other states in which Asymetrix is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws.

4.2.3 This Agreement and the Asymetrix Ancillary Agreements are, or when executed by Asymetrix and Merger Sub will be, valid and binding obligations of each of Asymetrix and Merger Sub enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally,
(b) rules of law governing specific performance, injunctive relief and other equitable remedies, and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Certificate of Merger will not be effective until the Effective Time.

qualification requirements (or applicable exemptions therefrom) of applicable federal and state securities laws.

Asymetrix and relating or attributable to taxes, other than for taxes not yet due and payable and others that do no have a Material Adverse Effect. Asymetrix is not a party to a tax sharing or tax allocation agreement, and Asymetrix does not owe any amount under any such agreement.

4.9.1 Asymetrix has good and marketable title to all of its tangible assets as shown on the Asymetrix September 30 Balance Sheet, free and clear of all liens, charges, restrictions or encumbrances, other than for taxes not yet due and payable and others that do not have a Material Adverse Effect. With respect to the property and assets it leases, Asymetrix is in material compliance with such leases.

4.9.2 Merger Sub has been newly formed for the sole and express purpose of participating in the Merger and has at no time engaged in any activities or owned any assets except as necessary for such purpose.

(a) any change in its financial condition, properties, assets, liabilities, business or operations from that reflected in the Asymetrix Financial Statements, other than those that do not have a Material Adverse Effect;

(b) any contingent liability incurred by it as guarantor, surety or otherwise with respect to the obligations of others, which contingent liability is in excess of $50,000 individually or in excess of $100,000 in the aggregate;

(c) any mortgage, encumbrance or lien placed on any of its properties, which mortgage, encumbrance or lien is in excess of $100,000 individually or in excess of $250,000 in the aggregate;

(d) any obligation or liability incurred by it other than obligations and liabilities incurred in the ordinary course of business, which obligation or liability is in excess of $100,000 individually or in excess of $250,000 in the aggregate;

(e) any purchase or sale or other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, of any of its properties or assets, which purchase, sale, other disposition or other arrangement is in excess of $100,000 individually or $250,000 in the aggregate;

(f) any damage, destruction or loss, whether or not covered by insurance, which has a Material Adverse Effect;

(g) any declaration, setting aside or payment of any dividend on, or the making of any distribution in respect of, its capital stock, or any split, combination or recapitalization of its capital stock or any direct or indirect redemption, purchase or other acquisition of its capital stock, including, without limitation, any extraordinary dividend within the meaning of Section 1059(c) of the Code;

(h) any labor dispute or claim of unfair labor practices;

(i) any payment or discharge of a lien or liability thereof which lien was not either shown on the Asymetrix September 30 Balance Sheet or incurred in the ordinary course of business thereafter; or

(j) entered into any material transactions with any of its officers, directors, employees or stockholders or any entity controlled by any of such individuals.

for CSI and the Principals. Asymetrix is not a party to any contract or arrangement which, in the absence of a breach by the other party or parties thereto, has had or could reasonably be expected to have a Material Adverse Effect. Asymetrix does not have any material liability for renegotiation of government contracts or subcontracts, if any.

4.16.1 Asymetrix does not have any Employee Pension Benefit Plan as defined in Section 3 of ERISA.

4.16.2 To the knowledge of Asymetrix and except for matters which would not have a Material Adverse Effect, Asymetrix is in compliance in all material respects with all applicable laws, agreements and contracts relating to employment, employment practices, wages, employee benefit plans as defined in
Section 3(3) of ERISA, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters, ERISA and the Code.

4.16.3 To the knowledge of Asymetrix and except for matters which would not have a Material Adverse Effect, no employee of Asymetrix is in violation of any term of any employment contract, patent disclosure agreement, noncompetition agreement, or any other contract or written agreement, or any restrictive covenant contained in any such agreement relating to the right of any such employee to be employed thereby, or to use trade secrets or proprietary information of others, and the employment of such employees does not subject Asymetrix to any material liability.

4.16.4 Asymetrix is not bound by or subject to any contract, commitment or arrangement with any labor union, employees association or similar organization, and to Asymetrix's best knowledge, no labor union, employees association or similar organization has requested, sought or attempted to represent any employees, representatives or agents of Asymetrix. There is no strike or other labor dispute involving Asymetrix pending nor, to Asymetrix's best knowledge, threatened, nor is Asymetrix aware of any labor organization activity involving its employees.

4.22.1 During the period that Asymetrix has leased or owned its properties or owned or operated any facilities, there have been no disposals or releases of Hazardous Materials (as defined below) by Asymetrix, or to Asymetrix's knowledge, by others, on, from or under such properties or facilities, the liability for which would have a Material Adverse Effect. Asymetrix has no knowledge of any presence, generation, manufacturing, disposals or releases of Hazardous Materials on, from or under any of such properties or facilities, which may have occurred prior to Asymetrix having taken possession of any of such properties or facilities, the liability for which would have a Material Adverse Effect

4.22.2 None of the properties or facilities of Asymetrix is in material violation of any federal, state or local law, ordinance, regulation or order relating to industrial hygiene or to the environmental conditions on, under or about such properties or facilities, including, but not limited to, soil and ground water condition. During the time that Asymetrix has owned or leased its properties and facilities, neither Asymetrix nor, to Asymetrix's knowledge, any third party, has used, generated, manufactured or stored on, under or about such properties or facilities or transported to or from such properties or facilities any Hazardous Materials except in substantial accordance with applicable environmental laws.

4.22.3 During the time that Asymetrix has owned or leased its properties and facilities, there has been no litigation brought or, to the knowledge of Asymetrix, threatened against Asymetrix by, or any settlement reached by Asymetrix with, any party or parties alleging the presence, disposal, release or threatened release of any Hazardous Materials on, from or under any of such properties or facilities.

5. CSI PRECLOSING COVENANTS

During the period from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 10 hereof, each of CSI and the Principals covenants and agrees as follows:

(a) borrow any money;

(b) enter into any transaction not in the ordinary course of business or which involves an expense or capital commitment by CSI in excess of $25,000, or which obligates CSI for a period exceeding six months;

(c) encumber or permit to be encumbered any of its assets or grant liens therein;

(d) dispose of any portion of any of the assets of CSI with a value exceeding $10,000 (other than in the ordinary course of business);

(e) enter into any lease or contract for the purchase or sale of any property, real or personal, except in the ordinary course of business consistent with past practice;

(f) fail to maintain any of the equipment and other assets of CSI in good working condition and repair according to the standards CSI has maintained to the date of this Agreement, subject only to ordinary wear and tear;

(g) pay any bonus, royalty, increased salary or special remuneration to any officer, employee or consultant or agree to same or enter into any new employment, severance, "golden parachute" or consulting agreement with any such person;

(h) change accounting methods;

(i) declare, set aside or pay any cash or stock dividend or other distribution in respect of capital stock, or redeem or otherwise acquire any of its capital stock;

(j) amend or terminate any contract, agreement or license to which CSI is a party except those amended or terminated in the ordinary course of business consistent with past practice, and which are not material in amount or effect;

(k) lend any amount to any person or entity, other than advances for travel and expenses which are incurred in the ordinary course of business consistent with past practice;

(l) guarantee or act as a surety for any obligation except for the endorsement of checks and other negotiable instruments in the ordinary course of business consistent with past practice;

(m) waive or release any material right or claim except in the ordinary course of business consistent with past practice;

(n) split or combine the outstanding shares of its capital stock of any class or enter into any recapitalization affecting the number of outstanding shares of its capital stock of any class or affecting any other of its securities;

(o) merge, consolidate or reorganize with, or acquire any entity;

(p) amend its Certificate of Incorporation or Bylaws;

(q) issue or sell any shares of its capital stock of any class;

(r) license any of its technology or intellectual property except in the ordinary course of business consistent with past practice;

(s) agree to any audit assessment by any tax authority (unless the amount thereof is not material or has been adequately accrued or reserved on the CSI Financial Statements) or file any federal or state income or franchise tax return unless (i) the amount payable with respect thereto is not material or has been adequately accrued or reserved on the CSI Financial Statements or (ii) copies of such returns have been delivered to Asymetrix for its review and approved by Asymetrix prior to filing;

(t) change any insurance coverage or issue any certificates of insurance except as is routinely done in the ordinary course of business of CSI;

(u) hire any employee or consultant;

(v) adopt or amend any employee benefit plan;

(w) enter into any contracts for the sale of advertising in an amount exceeding $10,000 or for longer than 30 days; or

(x) agree to do any of the things described in the preceding clauses 5.2(a) through (w).

required on their part in order to effect the transactions contemplated hereby. CSI and the Principals will promptly notify Asymetrix in writing of any failure or inability to comply fully with this Section.

6. ASYMETRIX PRECLOSING COVENANTS

During the period from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 10 hereof, Asymetrix and Merger Sub covenant and agree as follows:

(a) enter into any material transaction not in the ordinary course of business other than as otherwise permitted elsewhere in this Section 6.1;

(b) declare, set aside or pay any material cash or stock dividend or other material distribution in respect of capital stock, or redeem or otherwise acquire any material portion of its capital stock other than in connection with a possible reverse stock split or share combination;

(c) dispose of (including by license), whether to a third party, a partially or wholly-owned subsidiary or otherwise, any substantial portion of its assets (other than in the ordinary course of business);

(d) encumber or permit to be encumbered in any material respect a substantial portion of its assets or grant liens thereon;

(e) issue or sell a material number of shares of its capital stock of any class (except upon the exercise of an option to purchase Asymetrix held by Asymetrix employees or upon conversion of outstanding Class B Stock) or any other of its securities, or issue or create any material warrants, obligations, subscriptions, options, convertible securities or other

commitments to issue shares of capital stock other than employee stock options or in connection with an acquisition of another entity or an underwritten public offering of its capital stock; or

(f) except in connection with a possible reincorporation in Delaware, merge, consolidate or reorganize with any entity if Asymetrix does not survive such merger, consolidation or reorganization.

7. CLOSING MATTERS

7.2.1 As of the Effective Time, all shares of CSI Common Stock that are outstanding immediately prior thereto will, by virtue of the Merger and without further action, cease to exist and will be converted into the right to receive from Asymetrix the number of shares of Asymetrix Common Stock determined as set forth in Section 2.1, subject to Section 2.2.

7.2.3 No dividends or distributions payable to holders of record of Asymetrix Common Stock after the Effective Time will be paid to the holder of any unsurrendered Certificate(s) until the holder of the Certificate(s) surrenders such Certificate(s), or if such certificates are lost, stolen or destroyed, provides an indemnity reasonably acceptable to Asymetrix. Subject to the effect, if any, of applicable escheat and other laws, following surrender of any Certificate, there will be delivered to the person entitled thereto, without interest, the amount of any dividends and distributions therefor paid with respect to Asymetrix Common Stock so withheld as of any date subsequent to the Effective Time and prior to such date of delivery.

7.2.4 All Asymetrix Common Stock delivered upon the surrender of CSI Common Stock in accordance with the terms hereof will be deemed to have been delivered in full satisfaction of all rights pertaining to such CSI Common Stock. There will be no further registration of transfers on the stock transfer books of CSI or the transfer agent of such CSI Common Stock . If, after the Effective Time, Certificates are presented for any reason, they will be canceled and exchanged as provided in this Section.

7.2.5 Until certificates representing CSI Common Stock outstanding prior to the Merger are surrendered pursuant to Section 7.2.2 above, such certificates will be deemed, for all purposes, to evidence ownership of the number of shares of Asymetrix Common Stock into which CSI Common Stock will have been converted pursuant to Sections 2.1 hereof.

7.2.6 Certificates which are not presented to Asymetrix within three years after the Closing shall be canceled and the holder thereof will no longer be entitled to receive any Asymetrix securities in consideration thereof.

8. CONDITIONS TO OBLIGATIONS OF CSI AND THE PRINCIPALS

CSI's and the Principals' obligations hereunder are subject to the fulfillment or satisfaction, on and as of the Closing, of each of the following conditions (any one or more of

which may be waived by CSI and the Principals, but only in a writing signed by CSI and the Principals):

                               ------------       ---------------------
Agreement").
---------

9. CONDITIONS TO OBLIGATIONS OF ASYMETRIX AND MERGER SUB

The obligations of Asymetrix and Merger Sub hereunder are subject to the fulfillment or satisfaction on, and as of the Closing, of each of the following conditions (any one or more of which may be waived by Asymetrix, but only in a writing signed by Asymetrix):

10. TERMINATION OF AGREEMENT

10.1.1 Asymetrix may terminate this Agreement by giving written notice to CSI and the Principals in the event CSI or the Principals is in breach, and CSI and the Principals may terminate this Agreement by giving written notice to Asymetrix in the event Asymetrix is in breach, of any material representation, warranty, or covenant contained in this Agreement, and such breach is not remedied within 10 days of delivery of written notice thereof;

10.1.2 Asymetrix may terminate this Agreement by giving written notice to CSI and the Principals if the Closing shall not have occurred on or before December 31, 1997 by reason of the failure of any condition precedent under Section 9 hereof (unless the failure results primarily for a breach by Asymetrix of any representation, warranty or covenant contained in this Agreement); or

10.1.3 CSI and the Principals may terminate this Agreement by giving written notice to Asymetrix if the Closing shall not have occurred on or before December 31, 1997 by reason of the failure of any condition precedent under
Section 8 hereof (unless the failure results primarily from a breach by CSI or the Principals of any representation, warranty or covenant contained in this Agreement made by him or it).

11. SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION AND REMEDIES, CONTINUING COVENANTS

(a) arising out of any misrepresentation or breach of or default in connection with any of the representations, warranties and covenants given or made by CSI or the Principals in this Agreement (including any Schedule or Exhibit hereto) which indemnity shall survive for the time period specified in Section 11.1;

(b) resulting from any failure of any of the Principals to have good, valid and marketable title to the issued and outstanding CSI Common Stock held by such stockholders, free and clear of all liens, claims, pledges, options, adverse claims, assessments or charges of any nature whatsoever, which indemnity shall survive for a three year period; or

otherwise apply to any indemnification obligations arising under this subsection 11.2.1 which result from intentional fraud or willful misconduct.

(a) arising out of any misrepresentation or breach of or default in connection with any of the representations, warranties and covenants given or made by Asymetrix in this Agreement or in any certificate, document or instrument delivered by or on behalf of Asymetrix pursuant hereto; or

(b) resulting from any failure on the part of Asymetrix to issue to the Principals good, valid and marketable title to the Asymetrix Common Stock as provided in this Agreement, free and clear of all liens, claims, pledges, options, adverse claims, assessments or charges of any nature whatsoever.

Asymetrix's maximum aggregate liability under paragraphs (a) and
(b) of this subsection 11.2.3 shall be $3,000,000.

such defense. The party not controlling such defense may participate therein at its own expense; provided that if the Indemnification Representative assumes control of such defense and the Indemnified Person reasonably concludes that the indemnifying parties and the Indemnified Person have conflicting interests or different defenses available with respect to such action, suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Person shall be considered "Damage" for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the other party with respect thereto. The Indemnified Person shall not agree to any settlement of such action, suit or proceeding without the prior written consent of the Indemnification Representative.

12. MISCELLANEOUS

signatures of all parties reflected hereon as signatories. Facsimile copies of such counterparts are acceptable.

Asymetrix Learning Systems, Inc. 110 110th Avenue NE, Suite 700 Bellevue, WA 98004
Facsimile: (206) 637-1540 Attention: General Counsel

Mark C. Stevens, Esq.

Fenwick & West LLP

Two Palo Alto Square
Palo Alto, CA 94306
Facsimile: (650) 494-1417

Facsimile: 214-696-0377
Attention: Bill Stone, Esq.

or to such other address as a party may have furnished to the other parties in writing pursuant to this Section 12.10.

transactions described herein and contemplated hereby and to carry into effect the intents and purposes of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

"Asymetrix"                           "CSI"
Asymetrix Learning Systems, Inc.      Communication Strategies, Incorporated

By: /s/ J. Billmaier                  By: /s/ Cynthia Q. Boyd
   ------------------------------        ---------------------------------
Name: J. Billmaier                    Name:  Cynthia Q. Boyd
     ----------------------------          -------------------------------
Its: CEO                              Its: President
    -----------------------------         --------------------------------

"Merger Sub"                          "Principals"

Asymetrix Acquisition Corp.

By: /s/ J. Billmaier                  /s/ Cynthia Q. Boyd
   ------------------------------     ------------------------------------
                                      Cynthia Boyd
Name: J. Billmaier
     ----------------------------     /s/ James Boyd
Its: President                        ------------------------------------
    -----------------------------     James Boyd

[SIGNATURE PAGE FOR AGREEMENT AND PLAN OF REORGANIZATION]

Exhibit A      Certificate of Merger

Exhibit 2.9A   Asymetrix Officers' Certificate

Exhibit 2.9B   CSI Officers' Certificate

Exhibit 3.0    CSI Schedule of Exceptions

Exhibit 4.0    Asymetrix Schedule of Exceptions

Exhibit 8.5    Form of Opinion of General Counsel of Asymetrix

Exhibit 8.6    Registration Rights Agreement

Exhibit 8.7    Put Option Agreement

Exhibit 8.8A   Cynthia Boyd Employment Agreement

Exhibit 8.8B   James Boyd Employment Agreement

Exhibit 9.5    Form of Opinion of Counsel to CSI and Principals

Exhibit 9.10   Investment Representation Letter

Schedule 9.12  CSI Employees

Schedule 11.3  Stock Options

                                               Exercise
          Grantee            Number of Shares   Price                  Vesting
          -------            ----------------  --------                -------
Cynthia Boyd                       15,000        5.75    standard Asymetrix vesting schedule*

James Boyd                         15,000        5.75    standard Asymetrix vesting schedule*

Scott Engle                        21,300        5.75    immediately exercisable

Scott Engle                        25,000        8.75    standard Asymetrix vesting schedule*

as specified by CSI                33,333        5.75    immediately exercisable
management

as specified by CSI               125,000       11.75    standard Asymetrix vesting schedule*
management

*Vesting beginning on the Closing Date

Form of Opinion of General Counsel of Asymetrix

1. Asymetrix was incorporated, exists and is good standing under the laws of the State of Washington. For purposes of rendering the opinion set forth in this Section 1 I have relied solely on the Certificate of Existence/Authorization from the Washington Secretary of State described in Attachment 1.

2. Asymetrix has the corporate right, power and authority to execute and deliver the Reorganization Agreement and each Asymetrix Ancillary Agreement to which it is a party and to carry out the transactions contemplated thereunder.

3. The Reorganization Agreement and each Asymetrix Ancillary Agreement to which Asymetrix is a party have been duly authorized, executed and delivered by Asymetrix, and constitute the enforceable obligations of Asymetrix.

4. To my knowledge, no consents, permits, licenses or authorizations by, or registrations or filings with, the State of Washington are required to be obtained by Asymetrix for the execution, delivery or performance by Asymetrix of the Reorganization Agreement or the Asymetrix Ancillary Agreements to which it is a party, except such as have been obtained or made, except for the filing of a Form D with respect to the issuance of the Asymetrix Merger Stock in the Mergers and except for filings made under applicable securities laws.

5. The authorized capital stock of Asymetrix consists of 40,000,000 shares of Asymetrix Common Stock, $0.01 par value, 8,335,118 of which are outstanding, and 5,000,000 shares of Class B Stock, $0.01 par value, of which 50,000 shares are designated as Series 1 Class B Stock, 37,500 shares of which are outstanding, of which 388,395 shares are designated as Series A Stock, all of which are outstanding, of which 388,395 shares are designated as Series B Stock, all of which are outstanding, of which 2,500,000 shares are designated as Series 4 Class B Stock, 2,383,894 shares of which are outstanding, and of which 1,512,500 shares are designated as Series 5 Class B Stock, none of which are outstanding.

6. The shares of Asymetrix Common Stock that are issuable upon, and in exchange for, the outstanding shares of Common Stock of CSI in the Mergers, when so issued in accordance with the terms and conditions of the Reorganization Agreement, will be duly and validly issued, fully paid and non-assessable.

7. Neither the execution nor the delivery by Asymetrix of the Reorganization Agreement or any Asymetrix Ancillary Agreement to which it is a party, nor the consummation of the transactions provided for therein, are in conflict with any provision of: (a) the Articles of Incorporation or Bylaws of Asymetrix, as applicable, as currently in effect or (b) to my knowledge, any judgment, order or decree of any court or arbitrator to which Asymetrix is a party or is subject.

PUT OPTION AGREEMENT

RECITALS

B. Asymetrix has agreed to grant each Optionee an option to require Asymetrix to repurchase a portion of such Optionee's Common Stock upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows:

1. PUT OPTION.

(a) The Put Option shall be exercisable if and only if Asymetrix fails to close the initial public offering of Common Stock of Asymetrix at an aggregate offering price to the public of not less than $10,000,000 pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, on or prior to June 30, 1998.

(a) If (i) the Put Option becomes exercisable in accordance with this Agreement, (ii) all Optionees exercise the Put Option with respect to all of such Optionees'

Option Shares and (iii) Asymetrix fails for any reason to repurchase such Option Shares in accordance with this Agreement, then the Optionees shall have the right to rescind the merger transactions accomplished pursuant to the Reorganization Agreement (the "Rescission"). The parties intend that the Rescission will be accomplished in a tax-free share exchange, merger or other similar transaction pursuant to which Asymetrix would receive all of the shares of Asymetrix Common Stock held by the Optionees and the Optionees would receive all of the shares of CSI Common Stock held by Asymetrix. At the time of the Rescission, all unexercised options to purchase shares of Asymetrix Common Stock held by employees of CSI shall terminate. Following the Rescission, CSI will have no liability for the business or conduct of Asymetrix occurring before or after the Rescission and Asymetrix will have no liability for the business or conduct of CSI occurring before or after the Rescission. Nothing contained herein shall relieve Asymetrix of its obligation to repurchase the Option Shares upon proper exercise of the Put Option.

(b) To enable the Rescission to be accomplished in an efficient manner, Asymetrix agrees that, until termination of the Put Option pursuant to
Section 1.4, (i) Asymetrix will continue to maintain CSI as a separate corporate entity and shall continue to conduct the business of CSI as a separate business unit, (ii) all contracts for work to be performed by CSI shall be executed in the name of CSI, (iii) except as otherwise contemplated by the Reorganization Agreement, no assets of CSI, including new receivables, will be distributed from CSI without the prior consent of the Optionees, and (iv) Asymetrix will not sell, transfer, encumber or otherwise assign any interest in the CSI Common Stock.

(c) The parties acknowledge that the foregoing is a statement of their intentions, and that all of the details of the Rescission and the conduct of CSI's business prior to the termination of the Put Option cannot be specified with particularity. Accordingly, prior to the termination of the Put Option, each party will act in good faith in a manner consistent with intentions set forth in this Section 1.5, and each will cooperate with the other and use all commercially reasonable efforts to maintain CSI as a separate business unit and to effectuate the Rescission in accordance with this Section 1.5.

2. CHANGE IN CAPITAL STRUCTURE.

The number and type of shares transferable by an Optionee upon exercise of the Put Option and the per share Put Exercise Price shall be equitably adjusted in the event of any stock split, combination, stock dividend or recapitalization, or conversion or exchange for other securities or property as a result of a merger, sale, liquidation or reorganization of Asymetrix, or other similar change in capital structure of Asymetrix. Nothing in this Section, or elsewhere in this Agreement, however, shall have the effect of altering the aggregate Put Exercise Price payable to an Optionee upon exercise of the Put Option.

3. SECURITIES LAWS.

The Optionees will fully cooperate with Asymetrix in obtaining the benefit of such exemptions from state and federal securities laws as Asymetrix or its counsel shall determine are

appropriate in order to effectuate the repurchase of the Option Shares pursuant to the exercise of the Put Option.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONEE.

4A. REPRESENTATIONS, WARRANTIES AND COVENANTS OF ASYMETRIX.

5. GENERAL PROVISIONS

parties hereto. The parties agree that the venue of any action to enforce this Agreement shall be in the state or federal courts located in King County, Washington.

Fenwick & West LLP
Two Palo Alto Square
Palo Alto, CA 94306
Facsimile: (415) 494-1417

or to such other address as a party may have furnished to the other parties in writing pursuant to this Section 5.5.

IN WITNESS WHEREOF, the undersigned have executed this Put Option Agreement the day and year first above written.

ASYMETRIX LEARNING SYSTEMS, INC.         OPTIONEES



Signature:
          --------------------------     ---------------------------
                                         Cynthia Boyd

Name:
     -------------------------------

Title:
      ------------------------------     ---------------------------
                                         James Boyd

[SIGNATURE PAGE TO PUT OPTION AGREEMENT]

                                                 Number of Shares of
                                                 Asymetrix Common Stock Held
Name and Address                                 ---------------------------
----------------
                                                 Total Shares  Option Shares
                                                 ------------  -------------
Cynthia Boyd                                     550,194       191,490
1300 Summit, Suite 516
Fort Worth, TX  76102

James Boyd                                       183,398        63,830
1300 Summit, Suite 516
Fort Worth, TX  76102

PUT OPTION SUBSCRIPTION FORM

(To be signed only upon exercise of Put Option)

To: Asymetrix Learning Systems, Inc.

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, I, __________________, hereby sell, assign and transfer unto Asymetrix Learning Systems, Inc., a Washington corporation (the "Company"), ________ shares of Common Stock of the Company, standing in my name on the books of the Company represented by Certificate(s) No(s). _____ herewith and do hereby irrevocably constitute and appoint _______________ to transfer said stock on the books of the Company with full power of substitution in the premises.

This Assignment Separate from Certificate was executed in conjunction with the terms of a Put Option Agreement dated December __, 1997, and shall not be used in any manner except as provided in such Agreement.

December 22, 1997

Asymetrix Learning Systems, Inc.
110 110th Avenue NE, Suite 700
Bellevue, WA 98004

Re: Agreement and Plan of Reorganization entered into as of December 22, 1997, by and among Asymetrix Learning Systems, Inc., CSI Acquisition Corp., Communication Strategies, Incorporated, and Cynthia Q. Boyd and James P. Boyd

Ladies and Gentlemen:

This firm has acted as counsel to Communication Strategies, Incorporated, a Texas corporation ("CSI"), and its stockholders, Cynthia Q. Boyd and James P. Boyd (Cynthia Q. Boyd and James P. Boyd are collectively referred to herein as the "Principals") (CSI and the Principals are collectively referred to herein as the "Sellers"), solely in connection with an Agreement and Plan of Reorganization entered into as of December 22, 1997, by and among Asymetrix Learning Systems, Inc., a Washington corporation ("Asymetrix"), Asymetrix Acquisition Corp., a Texas corporation and a wholly-owned subsidiary of Asymetrix ("Merger Sub"), CSI, and the Principals (the "Agreement"). This opinion is delivered to you pursuant to Section 9.5 of the Agreement. Capitalized terms used but not otherwise defined herein shall have the definitions assigned to such terms in the Agreement, unless the context requires otherwise.

In connection with this opinion, we have examined such matters of law and such certificates, documents, and records of public officials and of officials of CSI as we have deemed necessary for purposes of rendering this opinion, including, but not limited to, the following: the Articles of Merger, the Certificate of Merger, the Registration Rights Agreement in the form of Exhibit 8.6 to the Agreement, and the Put Option Agreement in the form of Exhibit 8.7 to the Agreement (collectively, the "Transaction Documents").

In rendering this opinion, we have made the following assumptions:

(a) All documents submitted to or reviewed by us are accurate and complete and, if not originals, are true and correct copies of the originals. The signatures on each of such documents by the parties thereto are genuine. Each individual who signed such documents had the legal capacity to do so. All persons who signed such documents on behalf of a corporation were duly authorized to do so, provided that this assumption does not apply to the Sellers with respect to the Transaction Documents.

Asymetrix Learning Systems, Inc.
December 22, 1997

(b) Asymetrix and Merger Sub each has the corporate power and authority to execute and deliver the Transaction Documents and to perform its respective obligations under the Transaction Documents.

(c) The execution by each of Asymetrix and Merger Sub of the Transaction Documents has been duly authorized by all requisite corporate action, and each of the Transaction Documents has been duly executed and delivered by each of Asymetrix and Merger Sub.

(d) Each of Transaction Documents constitutes the binding obligation of each of Asymetrix and Merger Sub, enforceable against each of Asymetrix and Merger Sub in accordance with its terms.

Based upon the foregoing and subject to the limitations and qualifications set forth herein, we are of the opinion that:

1. CSI was incorporated, exists, and is in good standing under the laws of the State of Texas. For purposes of rendering the opinions set forth in this paragraph 1, we have relied solely upon certificates of the Secretary of State of the State of Texas and the Comptroller of Public Accounts of the State of Texas, each dated December 19, 1997.

2. CSI has the corporate power and authority to execute and deliver the Transaction Documents to which CSI is a party and to carry out the transactions contemplated under the Transaction Documents.

3. Each of the Transaction Documents has been authorized, executed, and delivered by each Seller that is a party thereto, and constitutes the enforceable obligation of each Seller that is a party thereto.

4. The execution and delivery of each of the Transaction Documents by each Seller that is a party thereto does not, and the performance of such Transaction Document by such Seller will not, violate any statute or regulation by which such Seller is bound, or the Certificate of Incorporation or Bylaws of CSI.

5. To our knowledge, the execution and delivery of each of the Transaction Documents by each Seller that is a party thereto does not, and the performance by such Seller of such Transaction Document will not, require the consent or approval of any person that has not been obtained.

6. To our knowledge, no registration or filing with, or consent, permit, license, or authorization of, any government or agency thereof is required as a result of the execution, delivery, or performance of the Transaction Documents except for those matters that have been registered or filed and except for those consents, permits, licenses, or authorizations that have been obtained.

Asymetrix Learning Systems, Inc.
December 22, 1997

This opinion is further limited and qualified in all respects as follows:

1. This opinion is specifically limited to matters of the existing laws of the State of Texas and of the United States of America. We express no opinion as to the applicability of the laws of any other particular jurisdiction to the transactions described in this opinion.

2. The opinions expressed herein are limited to the extent that (i) general equitable principles limit the availability of equitable remedies, including, but not limited to, the remedies of specific performance, injunctive relief, the appointment of a receiver, and rights of acceleration and (ii) the enforceability of the Credit Documents is limited by applicable bankruptcy, insolvency, fraudulent conveyance, and other debtor relief laws of general applicability; by the rights of the United States under federal tax lien laws, including, without limitation, the Federal Tax Lien Act of 1966, as amended; and by the rights under state commercial law of holders of security interests in goods that become fixtures. We express no opinion as to the availability of certain provisions or remedies set forth in the Credit Documents, if any, relating to (i) self-help remedies, (ii) provisions that purport to establish evidentiary standards for suits or proceedings, (iii) provisions relating to waivers, or (iv) the perfection or priority of any security interest.

3. This opinion is limited to the legal matters stated herein, and no opinion is implied or may be inferred beyond the legal matters expressly stated herein. Without limiting the foregoing, in rendering the opinions expressed herein, we express no opinion regarding the applicability or effect of or compliance with any federal and state securities laws and regulations; Federal Reserve Board margin regulations; pension and employee benefit laws and regulations; federal and state antitrust and unfair competition laws and regulations, federal and state laws and regulations concerning filing requirements (other than requirements applicable to charter-related documents); compliance with fiduciary duty requirements; the statutes, administrative decisions and rules and regulations of county, municipal and special political subdivisions (whether state-level, regional or otherwise); federal and state tax laws and regulations; federal and state laws and regulations concerning the creation, attachment, perfection, priority or enforcement of a lien or security interest in real or personal property; fraudulent transfer laws; federal and state

Asymetrix Learning Systems, Inc.
December 22, 1997

environmental laws and regulations; and federal and state land use and subdivision laws and regulations.

4. We express no opinion as to the enforceability of any provision in the Transaction Documents allowing Asymetrix, Merger Sub, or both to exercise any rights thereunder without notice to the Sellers.

5. We note that some of the Transaction Documents provide that they are to be governed by and interpreted in accordance with the law of the State of Washington. For purposes of rendering this opinion only, we have nonetheless assumed that such Transaction Documents will be governed by and interpreted in accordance with the law of the State of Texas, notwithstanding such choice of law provision. We have not undertaken to compare the law of the State of Washington to that of the State of Texas and we express no opinion whatsoever with respect to the law of the State of Washington. Furthermore, we express no opinion whatsoever as to any choice of law or as to any internal substantive rules of law that any court or tribunal may apply to the Transaction Documents or the transactions referred to therein, and we express no opinion whatsoever as to the applicability of the law of any particular jurisdiction to the Transaction Documents or the transactions referred to therein.

As used herein, the phrases "to our knowledge" or "known to us" or any similar phrase means that the knowledge of this firm is limited to the present personal recollection of our attorneys who have prepared this opinion and who have had actual involvement in the transaction that is the subject of this opinion; and, further, you cannot rely on such attorneys having made any independent verification of, or inquiry with respect to, the facts relevant to this opinion, whether in the general course of our representation of the Sellers or for purposes of rendering this opinion to you.

This opinion is intended solely for your benefit. It is not to be quoted in whole or in part, disclosed, made available to or relied upon by any other person, firm or entity without our express prior written consent.

This opinion is based upon our knowledge of the law and the facts as of the date hereof. We assume no duty to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or to reflect any changes in any law that may hereafter occur or become effective.

Respectfully submitted,

CASSELL & STONE, L.L.P.

December 22, 1997

Asymetrix Learning Systems, Inc.
110 110th Avenue NE, Suite 700
Bellevue, WA 98004

INVESTMENT REPRESENTATION LETTER

The undersigned holder ("Shareholder") of Common Stock (the "CSI Common Stock") of Communication Strategies Incorporated, a Texas corporation ("CSI"), is acquiring shares of Common Stock of Asymetrix Learning Systems, Inc., a Washington corporation ("Asymetrix") pursuant to that certain Agreement and Plan of Reorganization (the "Plan") dated as of December 22, 1997 by and among Asymetrix, Asymetrix Acquisition Corp., a Texas corporation and a wholly-owned subsidiary of Asymetrix ("Merger Sub"), CSI, and Cynthia Boyd and James Boyd, pursuant to which Merger Sub will merge with and into CSI in a reverse triangular merger, with CSI to be the surviving corporation of the merger (the "Merger"), and all of the outstanding Common Stock of CSI will be converted into shares of Asymetrix Common Stock (the "Restricted Securities") pursuant to a private placement effected pursuant to Section 4(2) of the U.S. Securities Act of 1933, as amended (the "Securities Act") and/or Regulation D promulgated thereunder. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to such terms in the Plan.

In connection with the Merger, Shareholder hereby represents and warrants to Asymetrix as follows:

information which Shareholder considers relevant, important or material in making the decision to participate in the Mergers and to invest in the Restricted Securities.

beyond the second anniversary of the date on which Shareholder acquires the Restricted Securities.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT (AND CURRENT PROSPECTUS) IS IN EFFECT AS TO THE SECURITIES, (2) AN EXEMPTION THEREFROM IS AVAILABLE, OR (3) THE SECURITIES ARE SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Sincerely,

[SIGNATURE PAGE TO INVESTMENT REPRESENTATION LETTER]

EXHIBIT 2.04

PLAN OF MERGER
OF
ASX R&D CORPORATION
INTO
ASYMETRIX CORPORATION

THIS PLAN OF MERGER is made by and between ASYMETRIX CORPORATION, a Washington corporation, ("Asymetrix") and ASX R&D CORPORATION, a Washington corporation, ("ASX").

ASX shall merge with and into Asymetrix, with Asymetrix being the surviving corporation, as follows:

(a) Each share of ASX common stock that is issued and outstanding immediately prior to the Effective Date will be canceled.

(b) Paul G. Allen ("Allen"), the sole shareholder of ASX, will receive in consideration of the Merger and for cancellation of his shares of ASX common stock, 15,000 shares of common stock of Asymetrix.

(c) Each share of Asymetrix common stock which is issued and outstanding immediately prior to the Effective Date, other than shares owned by Allen, will be canceled and returned to the status of authorized but unissued. The holder of each canceled share, other than shares, if any, held by any "Dissenter," as that term is defined in RCW 23B.13, shall be paid $0.50 per share, as follows:

(i) Each holder of Asymetrix common stock entitled to payment therfor (a "Payee") shall deliver his or her stock certificate(s) to the Secretary of Asymetrix during regular business hours on any business day within 180 days of the Effective Date. Shares shall be surrendered for cancellation by delivering them in person or by mail to:

John D. Atherly, Secretary
ASYMETRIX CORPORATION
Suite 700
110-110th Ave. N.E.
Bellevue, Washington 98004

The certificate need not be endorsed in any manner. The Payee should include with the surrendered certificate the address at which he or she wishes the monetary payment to be mailed;

(ii) The Secretary is authorized, but not required, to accept as proof of ownership in lieu of a stock certificate a duly executed lost certificate affidavit and indemnity in form acceptable to the Secretary;

(iii) The Secretary will deliver payment for the shares so evidenced by forwarding a check in the appropriate amount via first class mail to such mailing address as may be specified by the Payee, or, if no such address is specified by the Payee, to the last known address of the Payee. Payment for such surrendered shares shall be mailed within 30 days of the later of the Effective Date of the Merger or the date upon which the certificate other acceptable proof of share ownership is received by Asymetrix;

(iv) Asymetrix shall not be obligated to make payment for shares where neither a stock certificate nor other acceptable proof of ownership is received within 180 days from the Effective Date.

The holder of each canceled share held by any Dissenter shall be dealt with as provided under Section 23B.13 of the Washington Business Corporation Act.

(d) Each issued and outstanding share of Asymetrix common stock owned by Allen immediately prior to the Effective Date shall remain issued and outstanding.

DATED as of this 14th day of February, 1995.

ASYMETRIX CORPORATION

/s/ Vern L. Raburn
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Vern L. Raburn
President

ASX R&D CORPORATION

/s/ Bert E. Kolde
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Bert E. Kolde
President