LEARN2 CORP
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>a2063560zex-10_4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
<PAGE>

                                                                  Exhibit 10.4


                                    AGREEMENT

         Agreement, dated as of May 31, 2001 (this "Agreement"), by and
between Learn2, Inc. (formerly Street Technologies, Inc.) (the "Company") and
Kevin Riley ("Executive").

         WHEREAS, the Company and Executive are parties to an employment
agreement dated as of January 12, 1999 (the "Employment Agreement"); and

         WHEREAS, the purpose of this Agreement is to afford Executive
additional security concerning his employment with the Company by providing for
certain payments to Executive in the event that Executive terminates his
employment for Good Reason (as defined in Section 4) or Executive's employment
is terminated by the Company without Cause (as defined in Section 2).

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

         1. (i) If Executive terminates his employment for Good Reason or (ii)
if Executive's employment is terminated by the Company without Cause, Executive
shall be entitled to (A) receive Executive's Base Salary (as defined in Section
5), benefits and incentive bonuses to which Executive is entitled but not paid,
up to and including the effective date of Executive's termination of employment,
(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 under the Employment Agreement, (C) become immediately and fully
vested in all options held by Executive that were granted prior to March 1, 2001
(it being agreed that options granted after March 1, 2001 shall vest as
determined by the Board of Directors of the Company or a committee thereof), (D)
with respect to all fully vested options owned by Executive on the effective
date of Executive's termination of employment under the Employment Agreement,
the privilege of exercising the unexercised portion of the options upon (1) year
from the effective date of Executive's termination of employment, and (E)
receive an amount equal to Sixty Thousand Dollars ($60,000), which represents
the aggregate amount of Executive's current monthly bonus of Five Thousand
Dollars ($5,000) payable to Executive during the Company's fiscal year.
Executive also shall be entitled to receive, during the period he is being paid
Base Salary under this Agreement, the benefits provided under Section 6 or, at
the Company's discretion, make cobra payments during such period.

         2. The term "Cause," as used in this Agreement, shall mean (i)
Executive's continuing, repeated and willful refusal and failure (other than
during periods of illness, disability or vacation) to perform his duties under
the Employment Agreement or under any lawful directive of the Chief Executive
Officer (consistent with the terms of the Employment Agreement), (ii)
Executive's willful misconduct or gross neglect in the performance of his duties


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under the Employment Agreement, (iii) the willful material breach of the
Employment Agreement by Executive, (iv) the conviction, plea of guilty or nolo
contendre of Executive in respect of any felony, other than motor vehicle
offenses, or for any misdemeanor constituting theft or embezzlement from the
Company; provided that an indictment of Executive in such matters shall cause
the Company to suspend Executive with pay until such matters are, to the
Company's satisfaction, clarified or finalized, (v) other fraudulent action
against the Company or (vi) any violation by Executive, or conduct by Executive
that poses a substantial threat of causing the Company to violate, any statute,
law, ordinance or regulation promulgated or enforced by any entity with
jurisdiction over the Company or Executive, concerning employment discrimination
or other employment-related wrongs.

         3. For purposes of this Agreement, no act, or failure to act, on
Executive's part, will be considered "willful" unless done or omitted to be done
by him not in good faith or without a reasonable belief that his action or
omission was in furtherance of and in the best interests of the Company's
business. Termination by the Company for Cause may be effected by written notice
of the Company to Executive; provided, however, that if the Company determines
to terminate the Executive's employment pursuant to clause (i) or (iii) hereof,
the Company shall give the Executive written notice of the facts and
circumstances providing Cause and shall allow Executive no less than twenty (20)
days in the case of a proposed termination pursuant to clause (i) or (iii) above
to remedy, cure or rectify the situation giving rise to Cause.

         4. 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 under the Employment
Agreement, (ii) any significant reduction by the Company of Executive's
authorities, powers, functions, duties or responsibilities set forth in the
Employment Agreement or the assignment of duties to Executive by the Chief
Executive Officer of the Company inconsistent with Executive's position (except
in connection with termination of Executive's employment for Cause, as a result
of Disability (as defined in Section 7), as a result of Executive's death or by
Executive other than for Good Reason) or (iii) any material breach by the
Company of any other material provision of this Agreement. 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.

         5. The term "Base Salary," as used in this Agreement, shall mean
Executive's base salary immediately prior to the effective date of Executive's
termination of employment.

         6. Subject to Section 1 of this Agreement, the Company shall provide
Executive with coverage under all employee benefit programs, plans and practices
which the Company makes available from time to time to its executives, with at
least the same opportunity to participate as the other senior executives of the
Company including, without limitation,


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retirement, pension, profit sharing, medical, dental, hospitalization, life
insurance, short and long term disability, accidental death and dismemberment
and travel accident coverage.

         7. The term "Disability," as used in this Agreement, shall mean
Executive's illness, physical or mental disability or other incapacity, for a
period of 90 consecutive days or any 120 days in any 365 consecutive days, to
render the services provided for in the Employment Agreement or be adjudged an
incompetent; provided that the date on which the Disability will be deemed to
occur shall be such 90th day or the date on which Executive is adjudged an
incompetent, as the case may be, the Company may terminate Executive's
employment on not less than two (2) weeks written notice thereof, setting forth
the facts and circumstances claimed to provide a basis for termination of
Executive's employment.

         8. Notwithstanding the foregoing, nothing herein shall cause the
Company to maintain Executive's status as an employee of the Company after
termination.

         9. 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.




<PAGE>



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


                                               LEARN2, INC.


                                               By:_______________________
                                                    Name:
                                                    Title:


                                               EXECUTIVE


                                               --------------------------
                                               Kevin Riley

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