Click2learn Watch

from SC 13D/A 1 page Exhibit 1 Joint Filing Agreement the Undersigned Hereby Consent to the Joint Filing by Any of Them of a Statement on Schedule 13d and Any Amendments Thereto, Whether Heretofore or Hereafter Filed, Relating to the Securities of Click2learn, Inc., and Hereby Affirm That This Schedule 13d/a Is Being Filed on Behalf of Each of the Undersigned. Dated: January 30 2003 Comvest Opportunity Fund, LP By:/S/Inder Tallur Name: Inder Tallur Title: Manager Dated: January 30, 2003 Comvest Venture Partners, LP By: Comvest Management, LLC, Its General Partner By:/S/Michael S. Falk Name: Michael S. Falk Title: Manager Dated: January 30, 2003 Comvest Management, LLC By:/S/Michael S. Falk Name: Michael S. Falk Title: Manager Dated: January 30, 2003 Commonwealth Associates, LP By: Commonwealth Management, LLC Its General Partner By:/S/ Inder Tallur Name: Inder Tallur Title: Secretary Dated: January 30, 2003 Commonwealth Management, LLC By:/S/ Inder Tallur Name: Inder Tallur Title: Secretary Dated: January 30, 2003 Commonwealth Associates Group Holdings, LLC By:/S/ Michael S. Falk Name: Michael S. Falk Title:chairman and Chief Executive Officer Dated: January 30, 2003 /S/Michael S. Falk Michael S. Falk

from SC 13D 1 page Exhibit 1 Joint Filing Agreement the Undersigned Hereby Consent to the Joint Filing by Any of Them of a Statement on Schedule 13d and Any Amendments Thereto, Whether Heretofore or Hereafter Filed, Relating to the Securities of Click2learn, Inc., and Hereby Affirm That This Schedule 13d Is Being Filed on Behalf of Each of the Undersigned. Dated: August 19, 2002 Comvest Opportunity Fund, LP By: /S/Michael S. Falk Name: Michael S. Falk Title: Manager Dated: August 19, 2002 Comvest Venture Partners, LP By: Comvest Management, LLC, Its General Partner By: /S/Michael S. Falk Name: Michael S. Falk Title: Manager By: Comvest Management, LLC, Its General Partner By: /S/Michael S. Falk Name: Michael S. Falk Title: Manager Dated: August 19, 2002 Commonwealth Associates, LP By: Commonwealth Associates Management Company, Inc., Its General Partner by /S/Joseph Wynne Name: Joseph Wynne Title: Chief Financial Officer Dated: August 19, 2002 By: Commonwealth Associates Management Company, Inc., Its General Partner By: /S/Joseph Wynne Name: Joseph Wynne Title: Chief Financial Officer Dated: August 19, 2002 /S/Michael S. Falk Michael S. Falk

from S-1 ~50 pages Underwriting Agreement