LEARN2 CORP
EXHIBIT 10-18
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<TYPE>EX-10.18
<SEQUENCE>3
<FILENAME>a2074740zex-10_18.txt
<DESCRIPTION>EXHIBIT 10-18
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                                                                   Exhibit 10.18


                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

         Amendment to Employment Agreement, dated as of February 16, 2002 (the
"Amendment"), by and between Learn2 Corporation (successor to Learn2.com, Inc.)
(the "Company") and Marc E. Landy ("Executive").

         WHEREAS, the Company and Executive entered into an Employment Agreement
dated as of February 16, 1999, as amended by the Amendment to Employment
Agreement dated as of February 16, 2001 (collectively, the "Employment
Agreement"); and

         WHEREAS, the Company and Executive desire to further amend the
Employment Agreement as set forth below.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         Section 2 of the Employment Agreement is hereby amended and restated to
read as follows:

                  The term of this Agreement (the "Term") shall be for a period
                  commencing on the date hereof and continuing through February
                  16, 2003; subject to earlier termination in accordance with
                  the terms and conditions contained in Section 7 hereof.

         Section 3 of the Employment Agreement is hereby amended to read in full
as follows:

                  During the Term, Executive shall perform his services at the
                  principal place of business of the Company which will be
                  located at 111 High Ridge Road, Stamford, Connecticut 06905.
                  Executive shall be furnished with office facilities and
                  services suitable to his position and suitable for the
                  performance of his duties. Executive acknowledges and agrees
                  that in connection with his employment, however, he may be
                  required to travel on behalf of the Company.

                  Section 7.1 of the Employment Agreement is hereby amended to
read in full as follows:

                  Executive shall be entitled to terminate his employment for
                  "Good Reason." For purposes of this Agreement, "Good Reason"
                  shall mean (without Executive's express prior written consent
                  as a shareholder or otherwise) (i) failure by the Company to
                  pay any compensation when due hereunder, (ii) any significant
                  reduction by the Company of Executive's authorities, powers,
                  functions, duties or responsibilities in managing the
                  Company's business or the assignment of duties to Executive by
                  the Chief Executive

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                  Officer of the Company inconsistent with Executive's position
                  (except in connection with termination of Executive's
                  employment for Cause (as defined in section 7.4), as a result
                  of Disability (as defined in Section 7.2), as a result of
                  Executive's death or by Executive other than for Good Reason),
                  (iii) any material breach by the Company of any other material
                  provision of this Agreement or (iv) any attempt by the Company
                  or any successor changing the place of Executive's employment
                  from within reasonable proximity to Stamford, Connecticut. If
                  Executive desires to terminate his employment with the Company
                  for Good Reason, he shall first give written notice of the
                  facts and circumstances providing Good Reason to the Company,
                  and shall allow the Company no less than twenty (20) days to
                  remedy, cure or rectify the situation giving rise to Good
                  Reason.

                  Section 8.1 of the Employment Agreement is hereby amended to
read in full as follows:

                  (i) If Executive terminates his employment pursuant to Section
                  7.1, or (ii) if Executive's employment is terminated by the
                  Company without Cause, or (iii) if the Company determines not
                  to extend the Term of this Agreement for a one (1) year
                  period, Executive shall be entitled to (A) receive Executive's
                  Base Salary and benefits as set forth in Section 5 to which
                  Executive is entitled up to and including the effective date
                  of Executive's termination of employment hereunder, (B)
                  receive Executive's Base Salary paid consistent with the
                  Company's payroll practices for one (1) year from the
                  effective date of Executive's termination of employment
                  hereunder, (C) with respect to all fully vested options owned
                  by Executive on the effective date of Executive's termination
                  of employment hereunder, the privilege of exercising the
                  unexercised portion of the options upon the later of (x) one
                  (1) year from the effective date of Executive's termination of
                  employment hereunder or (y) thirty (30) days from the
                  expiration of any restriction on the sale, transfer or other
                  disposition of the shares of Common Stock underlying the
                  options entered into by Executive at the request of the
                  Company, and (D) receive an amount equal to the higher of (x)
                  any bonus or incentive compensation Executive earned or
                  received with respect to the prior fiscal year or (y) Forty
                  Thousand Dollars ($40,000). Executive also shall be entitled
                  to receive, during the period he is being paid Base Salary
                  under this Agreement, coverage under the benefit programs,
                  plans and practices of the Company provided under Section 5.1.
                  In the event that Executive is unable to participate in such
                  benefit programs, plans and practices due to his termination
                  of employment with the Company,

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                  the Company shall make cobra payments for his benefit during
                  the period he is being paid Base Salary under this Agreement.
                  This Agreement contains the entire understanding between
                  Executive and the Company and supersedes in all respects any
                  prior or other agreement or understanding between the Company
                  and Executive as to the matters set forth herein.
                  Notwithstanding the foregoing, nothing herein shall cause the
                  Company to maintain Executive's status as an employee of the
                  Company after termination.

                  Except as expressly amended hereby, the Employment Agreement
shall remain in full force and effect.

                  In Witness Whereof, the parties have executed this Amendment
as of the date first written above.

                                                 LEARN2 CORPORATION


                                               By:
                                                  ---------------------------
                                                  Name: Robert H. Ewald
                                                  Title: Chairman of the Board


                                                 EXECUTIVE


                                                 ----------------------------
                                                        Marc E. Landy

                                       3

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