<PAGE>   1
                                                                   Exhibit 10.17


                              SKILLSOFT CORPORATION
                       RESTRICTED STOCK PURCHASE AGREEMENT


                  THIS AGREEMENT is entered into as of the 30th day of August,
1999, between SkillSoft Corporation, a Delaware corporation (the "Company"), and
James Adkisson (the "Recipient").


                                    RECITALS:


                  WHEREAS, the Company has adopted the 1998 Stock Incentive Plan
(the "Plan"), which Plan is hereby incorporated in this Agreement by reference
and made a part of it; and

                  WHEREAS, the Company regards Recipient as a valuable
contributor to the Company, and has determined that it would be in the interest
of the Company and its stockholders to sell the Stock (as defined below) to the
Recipient as a reward for past efforts and an incentive for continued service
with the Company and increased achievements in the future by Recipient;

                  NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties to this Agreement hereby agree as follows:

1.       Restricted Stock Purchase. Contemporaneously with the execution of this
         Agreement, the Company will issue to Recipient 60,000 shares of Common
         Stock of the Company (the "Stock") for a consideration of $1.00 per
         share ("Purchase Price"). Payment of the aggregate Purchase Price of
         $60,000 for the Stock shall be made to the Company in cash. All shares
         of Stock issued hereunder shall be deemed issued to Recipient as fully
         paid and nonassessable shares, and Recipient shall have all rights of a
         stockholder with respect thereto, including the right to vote, receive
         dividends (including stock dividends), participate in stock splits or
         other recapitalizations, and exchange such shares in a merger,
         consolidation or other reorganization. The Company shall pay any
         applicable stock transfer taxes.

2.       Repurchase Option.

               (a)  Transfer Restrictions. Except as provided in Section 3(f),
                    no Stock issued to the Recipient hereunder shall be sold,
                    transferred by gift, pledged, hypothecated, or otherwise
                    transferred or disposed of by the Recipient in contravention
                    of Section 2 or Section 3 hereof other than by will or the
                    laws of descent and distribution (the "Permitted
                    Transfers"). Except for Permitted Transfers, no Stock issued
                    to the Recipient hereunder shall be sold, transferred by
                    gift, pledged, hypothecated, or otherwise transferred or
                    disposed of by the Recipient prior to the date when the
                    Recipient shall become vested in such Stock pursuant to
                    Section 4 hereof, and such Stock


                                       1
<PAGE>   2
                    shall constitute "Non-Vested Stock" until such date. Any
                    attempt to transfer Stock in violation of this Section 2 or
                    Section 3 shall be null and void and shall be disregarded by
                    the Company.

               (b)  Repurchase Option. Non-Vested Stock shall be subject to a
                    repurchase option in favor of the Company (the "Repurchase
                    Option"). The Repurchase Option shall be subject to the
                    following terms and conditions. In the event of the
                    voluntary or involuntary termination of employment of
                    Recipient with the Company for any reason, with or without
                    cause (including death or disability), the Company shall,
                    upon the date of such termination, have an irrevocable,
                    exclusive option for a period of three months from such date
                    to repurchase any or all of the Non-Vested Stock from
                    Recipient or any person receiving the Non-Vested Stock by
                    operation of law or other involuntary transfer, at the
                    original Purchase Price for the Non-Vested Stock.

               (c)  Exercise of Repurchase Option. The Repurchase Option shall
                    be exercised by written notice by the Company to Recipient
                    or his or her executor and, at the Company's option, (i) by
                    delivery to the Recipient or his or her executor, with such
                    notice, of a check in the amount of the original Purchase
                    Price for the Non-Vested Stock being repurchased (the
                    "Repurchase Amount"), or (ii) in the event the Recipient is
                    indebted to the Company for all or a portion of the
                    Repurchase Amount, by cancellation by the Company of an
                    amount of such purchase money indebtedness equal to the
                    Repurchase Amount for the Stock being repurchased, or (iii)
                    by a combination of (i) and (ii) so that the combined
                    payment and cancellation of indebtedness equals such
                    Repurchase Amount. Upon delivery by the Company of such
                    notice and payment of the Repurchase Amount in any of the
                    ways described above, the Company shall become the legal and
                    beneficial owner of the Non-Vested Stock being repurchased
                    and all rights and interest therein or related thereto, and
                    the Company shall have the right to transfer to its own name
                    the number of shares of Stock being repurchased by the
                    Company, without further action by Recipient.

               (d)  Assignment of Repurchase Option. The Repurchase Option may
                    be assigned by the Company to any third party.

               (e)  Escrow of Stock. For purposes of facilitating the
                    enforcement of the provisions of this Section 2, Recipient
                    agrees, immediately upon receipt of the certificate(s) for
                    the Stock, to deliver such certificate(s), together with an
                    Assignment Separate from Certificate in the form attached
                    hereto as Exhibit A, executed in blank by Recipient and
                    Recipient's spouse (if required for transfer) with respect
                    to each such stock certificate, to the Secretary or
                    Assistant Secretary of the Company, or their designee, to
                    hold in escrow for so long as such Stock remains subject to
                    any Repurchase


                                       2
<PAGE>   3
                    Option of the Company pursuant to this Section 2, with the
                    authority to take all such actions and to effectuate all
                    such transfers and/or releases as may be necessary or
                    appropriate to accomplish the objectives of this Agreement
                    in accordance with the terms hereof. Stock may be held for
                    an additional period if subject to a Security Agreement as
                    provided in this Agreement. Recipient hereby acknowledges
                    that the appointment of the Secretary or Assistant Secretary
                    of the Company (or their designee) as the escrow holder
                    hereunder with the stated authorities is a material
                    inducement to the Company to make this Agreement and that
                    such appointment is coupled with an interest and is
                    accordingly irrevocable. Recipient agrees that such escrow
                    holder shall not be liable to any party hereto (or to any
                    other party) for any actions or omissions unless such escrow
                    holder is grossly negligent relative thereto. The escrow
                    holder may rely upon any letter, notice or other document
                    executed by any signature purported to be genuine and may
                    resign at any time.

3.       First Refusal Right.

               (a)  Grant of Right. The Company is hereby granted the right of
                    first refusal (the "First Refusal Right"), exercisable in
                    connection with any proposed sale or other transfer of the
                    Stock acquired by Recipient hereunder. For purposes of this
                    Section 3, the term "transfer" shall include any assignment,
                    pledge, encumbrance or other disposition for value of the
                    Stock intended to be made by the Owner (defined below), but
                    shall not include any of the Permitted Transfers under
                    Section 3(f). For purposes of this Section 3, the term
                    "Owner" shall include the Recipient or any subsequent holder
                    of the Stock who derives his or her chain of ownership
                    through a transfer permitted by Section 3(f).

               (b)  Notice of Intended Disposition. In the event the Owner
                    desires to accept a bona fide third-party offer for any or
                    all of the Stock (the shares subject to such offer to be
                    hereinafter called, solely for the purposes of this Section
                    3, the "Target Shares"), Owner shall promptly deliver to the
                    Secretary of the Company written notice (the "Disposition
                    Notice") of the offer and the basic terms and conditions
                    thereof, including the proposed purchase price.

               (c)  Exercise of Right. The Company (or its assignee) shall, for
                    a period of twenty (20) days following receipt of the
                    Disposition Notice, have the right to repurchase any or all
                    of the Target Shares specified in the Disposition Notice
                    upon substantially the same terms and conditions specified
                    therein. Such right shall be exercisable by written notice
                    (the "Exercise Notice") delivered to Owner prior to the
                    expiration of the twenty (20) day exercise period. If the
                    Exercise Notice pertains to all the Target Shares specified
                    in the Disposition Notice, then the Company (or


                                       3
<PAGE>   4
                    its assignees) shall effect the repurchase of such Target
                    Shares, including payment of the purchase price, not more
                    than five (5) business days after delivery of the Exercise
                    Notice; and at such time Owner shall deliver to the Company
                    the certificates representing the Target Shares to be
                    repurchased, each certificate to be properly endorsed for
                    transfer. The Target Shares so purchased shall thereupon be
                    canceled and cease to be issued and outstanding shares of
                    the Company's common stock. However, should the purchase
                    price specified in the Disposition Notice be payable in
                    property other than cash or evidences of indebtedness, the
                    Company (or its assignees) shall have the right to pay the
                    purchase price in the form of cash equal in amount to the
                    value of such property. If the Owner and the Company (or its
                    assignees) cannot agree on such cash value within ten (10)
                    days after the Company's receipt of the Disposition Notice,
                    the valuation shall be made by an appraiser of recognized
                    standing selected by the Owner and the Company (or its
                    assignees) or, if they cannot agree on an appraiser within
                    twenty (20) days after the Company's receipt of the
                    Disposition Notice, each shall select an appraiser of
                    recognized standing and the two appraisers shall designate a
                    third appraiser of recognized standing, whose appraisal
                    shall be determinative of such value. The closing shall then
                    be held on the later of (i) the fifth business day following
                    delivery of the Exercise Notice or (ii) the 15th day after
                    such cash valuation shall have been made.

               (d)  Non-Exercise of Right. In the event the Exercise Notice is
                    not given to Owner within twenty (20) days following the
                    date of the Company's receipt of the Disposition Notice,
                    Owner shall have a period of ninety (90) days thereafter in
                    which to sell or otherwise dispose of the Target Shares upon
                    terms and conditions (including the purchase price) no more
                    favorable to the third party purchaser than those specified
                    in the Disposition Notice. The third-party purchaser shall
                    acquire the Target Shares subject to all the terms and
                    provisions of this Agreement. All transferees of the Target
                    Shares shall be required as a condition of such transfer to
                    agree in writing (in a form satisfactory to the Company)
                    that such transferee shall receive and hold the Target
                    Shares subject to the provisions of this Agreement. In the
                    event Owner does not sell or otherwise dispose of the Target
                    Shares within the specified ninety (90) day period, the
                    Company's First Refusal Right shall continue to be
                    applicable to any subsequent disposition of the Target
                    Shares by Owner until such right lapses in accordance with
                    Section 5.

               (e)  Partial Exercise of Right. In the event the Company (or its
                    assignees) makes a timely exercise of the First Refusal
                    Right with respect to a portion, but not all, of the Target
                    Shares specified in the Disposition Notice, Owner shall have
                    the option, exercisable by written notice to the Company
                    delivered within ninety (90) days after the date of the



                                       4
<PAGE>   5
                    Disposition Notice, to effect the sale of the Target Shares
                    pursuant to one of the following alternatives:

               (i)  sale or other distribution of all the Target Shares to a
                    third-party purchaser in compliance with the requirements of
                    Section 3(d), as if the Company did not exercise the First
                    Refusal Right hereunder; or

               (ii) sale to the Company (or its assignees) of the portion of the
                    Target Shares which the Company (or its assignees) has
                    elected to purchase, such sale to be effected in substantial
                    conformity with the provisions of Section 3(c).

Failure of Owner to deliver timely notification to the Company under this
Section 3(e) shall be deemed to be an election by Owner to sell the Target
Shares pursuant to alternative (ii) above.

               (f)  Exempt Transfers. The Company's First Refusal Right under
                    this Section 3 shall not apply to transfers of the Stock by
                    will or the laws of descent and distribution; provided,
                    however, that all of the terms of this Agreement shall
                    remain in effect as to such transferred Stock. In addition,
                    Recipient may transfer all or a portion of the Stock to (i)
                    a revocable trust for the sole benefit of Recipient, his or
                    her spouse, or his or her lineal descendants, or (ii) to his
                    or her spouse, siblings, lineal descendants thereof,
                    parents, or his or her lineal descendants subject to a
                    nonrevocable voting trust of a duration of 10 years without
                    the written permission of the Company, provided said
                    Recipient is trustee and prior written notice (together with
                    a copy of the trust agreement) is given the Company within
                    thirty (30) days thereafter. The trustee shall hold such
                    Stock subject to all the provisions hereof, and shall make
                    no further transfers other than as provided herein. Upon the
                    death, total disability, or termination of employment of the
                    transferor Recipient, the successor trustee or any cotrustee
                    (and any subsequent transferee) shall be required to sell,
                    transfer or present said Stock for purchase as provided
                    herein, for the price and on the terms hereafter set forth
                    as if such successor trustee and subsequent transferee were
                    the transferor Recipient. Transferee shall make no further
                    transfers other than as provided herein, and any attempted
                    transfer in violation of this Section 3 shall be null and
                    void and shall be disregarded by the Company. All references
                    herein to Stock shall be deemed to include Stock owned by
                    any such successor trustee or subsequent transferee, except
                    that payment for such trustee and transferee Stock shall be
                    made to the trustee and transferee instead of to the
                    original Recipient or his or her estate.

4.       Vesting. For purposes of this Agreement, the term "vest" shall mean
         with respect to any share of the Stock that such share is no longer
         Non-Vested Stock subject to repurchase at


                                       5
<PAGE>   6
         the original Purchase Price set forth in Section 2. If Recipient would
         become vested in any fraction of a share of Stock on any date, such
         fractional share shall not vest and shall remain Non-Vested Stock until
         the Recipient becomes vested in the entire share. 37.5% of the Stock
         subject to the Agreement shall vest on July 8, 1999, and continuing on
         the monthly anniversary of such date, 1/48th of the Stock subject to
         the Agreement shall vest.

5.       Lapse. The Company's First Refusal Right under Section 3 above shall
         lapse and cease to have effect upon the closing of the first
         underwritten public offering of Common Stock of the Company that is
         pursuant to a registration statement filed with, and declared effective
         by, the Securities and Exchange Commission under the Securities Act of
         1933, as amended (the "Securities Act"), covering the offer and sale of
         any Common Stock to the public for the Company's account in a firmly
         underwritten offering for at least $20,000,000.

6.       Corporate Transactions.

               (a)  Definition. For purposes of this Section 6, a "Corporate
                    Transaction" shall include any of the following
                    stockholder-approved transactions to which the Company is a
                    party:

                    (i)  a merger or consolidation in which the Company is not
                         the surviving entity, except for (1) a transaction the
                         principal purpose of which is to change the state of
                         the Company's incorporation, or (2) a transaction in
                         which the Company's stockholders immediately prior to
                         such merger or consolidation hold (by virtue of
                         securities received in exchange for their shares in the
                         Company) securities of the surviving entity
                         representing more than fifty percent (50%) of the total
                         voting power of such surviving entity immediately after
                         such transaction;

                    (ii) the sale, transfer or other disposition of all or
                         substantially all of the assets of the Company unless
                         the Company's stockholders immediately prior to such
                         sale, transfer or other disposition hold (by virtue of
                         securities received in exchange for their shares in the
                         Company) securities of the purchaser or other
                         transferee representing more than fifty percent (50%)
                         of the total voting power of such entity immediately
                         after such transaction; or

                    (iii) any merger in which the Company is the surviving
                         entity but in which the Company's stockholders
                         immediately prior to such merger do not hold (by virtue
                         of their shares in the Company) securities of the
                         surviving entity held immediately prior to such
                         transaction representing more than fifty percent (50%)
                         of the total voting power of the surviving entity
                         immediately after such transaction.



                                       6
<PAGE>   7
               (b)  Effect. In the event of any Corporate Transaction, (i) the
                    Company's Repurchase Option under Section 2 shall lapse and
                    (ii) the Company's First Refusal Right under Section 3 shall
                    lapse.

7.       Additional Securities. The term "Stock" also refers to all securities
         received in replacement of the Stock, as a stock dividend or as a
         result of any stock split, recapitalization, merger, reorganization,
         exchange or the like, and all new or additional securities or other
         properties to which Recipient is entitled by reason of Recipient's
         ownership of the Stock (hereinafter called "Additional Securities").
         Recipient shall be entitled to direct the Company to exercise any
         warrant or option received as Additional Securities upon supplying the
         funds necessary to do so, in which event the securities so purchased
         shall constitute Additional Securities, but the Recipient may not
         direct Company to sell any such warrant or option. If Additional
         Securities consist of a convertible security, Recipient may exercise
         any conversion right, and any securities so acquired shall be deemed
         Additional Securities. All Stock shall be subject to the restrictions
         contained in this Agreement.

8.       Investment Representations.

               (a)  Investment Representations. This Agreement is made in
                    reliance upon the Recipient's representation to the Company,
                    which by its acceptance hereof the Recipient hereby
                    confirms, that the shares of Stock to be received by the
                    Recipient will be acquired for investment for his or her own
                    account and not with a view to the sale or distribution of
                    any part thereof within the meaning of the Securities Act.

               (b)  Availability of Exemptions. The Recipient understands that
                    the Stock is not registered under the Securities Act on the
                    basis that the sale provided for in this Agreement and the
                    issuance of securities hereunder is exempt from registration
                    under the Securities Act pursuant to Section 4(2) thereof,
                    and that the Company's reliance on such exemption is
                    predicated on the Recipient's representations set forth
                    herein.

               (c)  Restrictions on Transfer. The Recipient understands that the
                    Stock may not be sold, transferred, or otherwise disposed of
                    without registration under the Securities Act or an
                    exemption therefrom, and that in the absence of an effective
                    registration statement covering the Stock or an available
                    exemption from registration under the Securities Act, the
                    Stock must be held indefinitely. In particular, the
                    Recipient is aware that the Stock may not be sold pursuant
                    to Rule 144 or Rule 701 promulgated under the Securities Act
                    unless all of the conditions of the applicable Rules are
                    met. Among the conditions for use of Rule 144 is the
                    availability of current information to the public about the
                    Company. Such information is not now available, and the
                    Company has no present plans to make such information
                    available. The Recipient represents that, in the


                                       7
<PAGE>   8
                    absence of an effective registration statement covering the
                    Stock, it will sell, transfer, or otherwise dispose of the
                    Stock only in a manner consistent with its representations
                    set forth herein and then only in accordance with the
                    provisions of Section 8(d) hereof.

               (d)  Procedure for Transfer. The Recipient agrees that in no
                    event will it make a transfer or disposition of any of the
                    Stock (other than pursuant to an effective registration
                    statement under the Securities Act), unless and until (i)
                    the Recipient shall have notified the Company of the
                    proposed disposition and shall have furnished the Company
                    with a statement of the circumstances surrounding the
                    disposition, (ii) such transfer is made in accordance with
                    the provisions of Section 2 and Section 3 above and (iii) if
                    requested by the Company, at the expense of the Recipient or
                    transferee, the Recipient shall have furnished to the
                    Company either (A) an opinion of counsel, reasonably
                    satisfactory to the Company, to the effect that such
                    transfer may be made without registration under the
                    Securities Act or (B) a "no action" letter from the
                    Securities and Exchange Commission to the effect that the
                    transfer of such securities without registration will not
                    result in a recommendation by the staff of the Securities
                    and Exchange Commission that action be taken with respect
                    thereto. The Company will not require such a legal opinion
                    or "no action" letter in any transaction in compliance with
                    Rule 144.

9.       Legends; Stop Transfer.

               (a)  Required Legends. All certificates for shares of the Stock
                    shall bear the following legends:

               "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
               FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
               SALE OR DISTRIBUTION THEREOF. THESE SECURITIES HAVE NOT BEEN
               REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE
               SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
               AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER
               SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
               THAT SUCH REGISTRATION IS NOT REQUIRED."

               "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE
               TERMS OF, AND ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION AND
               A RIGHT OF REPURCHASE IN FAVOR OF THE COMPANY, AS PROVIDED IN A
               RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE


                                       8
<PAGE>   9
               COMPANY AND THE HOLDER HEREOF, OR ITS SUCCESSOR, A COPY OF WHICH
               IS AVAILABLE FROM THE COMPANY."

               (b)  Additional Legends. The certificates for shares of the Stock
                    shall also bear any legend required by any applicable state
                    securities law.

10.      Lock-Up Agreement.

               (a)  Agreement. Recipient, if requested by the Company and the
                    lead underwriter of any public offering of the Common Stock
                    or other securities of the Company (the "Lead Underwriter"),
                    hereby irrevocably agrees not to sell, contract to sell,
                    grant any option to purchase, transfer the economic risk of
                    ownership in, make any short sale of, pledge or otherwise
                    transfer or dispose of any interest in any Common Stock or
                    any securities convertible into or exchangeable or
                    exercisable for or any other rights to purchase or acquire
                    Common Stock (except Common Stock included in such public
                    offering or acquired on the public market after such
                    offering) during the 180-day period following the effective
                    date of a registration statement of the Company filed under
                    the Securities Act, or such shorter period of time as the
                    Lead Underwriter shall specify. Recipient further agrees to
                    sign such documents as may be requested by the Lead
                    Underwriter to effect the foregoing and agrees that the
                    Company may impose stop-transfer instructions with respect
                    to such Common Stock subject until the end of such period.
                    The Company and Recipient acknowledge that each Lead
                    Underwriter of a public offering of the Company's stock,
                    during the period of such offering and for the 180-day
                    period thereafter, is an intended beneficiary of this
                    Section 10.

               (b)  Permitted Transfers. Notwithstanding the foregoing, Section
                    10(a) shall not prohibit Recipient from transferring any
                    shares of Common Stock or securities convertible into or
                    exchangeable or exercisable for the Company's Common Stock
                    to the extent such transfer is not otherwise prohibited by
                    this Agreement, either during Recipient's lifetime or on
                    death by will or intestacy to Recipient's immediate family
                    or to a trust the beneficiaries of which are exclusively
                    Recipient and/or a member or members of Recipient's
                    immediate family; provided, however, that prior to any such
                    transfer, each transferee shall execute an agreement
                    pursuant to which each transferee shall agree to receive and
                    hold such securities subject to the provisions of Section 10
                    hereof. For the purposes of this paragraph, the term
                    "immediate family" shall mean spouse, lineal descendant,
                    father, mother, brother or sister of the transferor.

               (c)  No Amendment Without Consent of Underwriter. During the
                    period from identification as a Lead Underwriter in
                    connection with any public offering of the Company's Common
                    Stock until the earlier of (i) the


                                       9
<PAGE>   10
                    expiration of the lock-up period specified in Section 10(a)
                    in connection with such offering or (ii) the abandonment of
                    such offering by the Company and the Lead Underwriter, the
                    provisions of the Section 10 may not be amended or waived
                    except with the consent of the Lead Underwriter.

11.      NO EMPLOYMENT RIGHTS. THIS AGREEMENT SHALL NOT CONFER UPON RECIPIENT
         ANY RIGHT WITH RESPECT TO CONTINUATION OF HIS OR HER EMPLOYMENT WITH
         THE COMPANY OR ITS AFFILIATES, NOR SHALL IT INTERFERE IN ANY WAY WITH
         THE RIGHT OF RECIPIENT OR THE COMPANY, OR ANY OF ITS AFFILIATES, TO
         TERMINATE RECIPIENT'S EMPLOYMENT WITH THE COMPANY AT ANY TIME FOR ANY
         REASON WITH OR WITHOUT CAUSE OR CHANGE THE TERMS OF EMPLOYMENT OF
         RECIPIENT.

12.      Section 83(b) Election. Recipient hereby represents that he or she
         understands (a) the contents and requirements of a timely election made
         pursuant to Section 83(b) of the Internal Revenue Code or similar
         provision of state law (collectively, an "83(b) Election"), (b) the
         application of Section 83(b) to the purchase of Stock by Recipient
         pursuant to this Agreement, (c) the nature of the election to be made
         by Recipient under Section 83(b) and (d) the effect and requirements of
         the 83(b) Election under relevant state and local tax laws. Recipient
         further represents that he or she intends to file an election pursuant
         to Section 83(b), the form of which Election is attached hereto as
         Exhibit B, with the Internal Revenue Service within thirty (30) days
         following purchase of the Stock hereunder, and a copy of such election
         with his or her federal tax return for the calendar year in which the
         date of this Agreement falls. Recipient covenants to inform the Company
         of any change in Recipient's state of residency. Recipient shall
         provide the Company with a copy of any timely 83(b) Election. If
         Recipient makes a timely 83(b) Election, Recipient shall immediately
         pay Company the amount necessary to satisfy any applicable federal,
         state, and local income and employment tax withholding requirements. If
         Recipient does not make a timely 83(b) Election, Recipient shall,
         either at the time that the restrictions lapse under this Agreement or
         at the time withholding is otherwise required by any applicable law,
         pay the Company the amount necessary to satisfy any applicable federal,
         state, and local income and employment tax withholding requirements.

13.      Withholding. Recipient agrees to withholding of shares from exercise
         for satisfaction of any applicable federal, state or local income tax
         or employment tax withholding requirements.

14.      Distributions. The Company shall disburse to Recipient all dividends,
         interest and other distributions paid or made in cash or property
         (other than Additional Securities) with respect to Stock and Additional
         Securities, less any applicable federal or state withholding taxes.



                                       10
<PAGE>   11
15.      Successors. This Agreement shall be binding upon and shall inure to the
         benefit of the parties hereto and their respective heirs, executors,
         administrators, successors and assigns.

16.      Notice. Any notice or other paper required to be given or sent pursuant
         to the terms of this Agreement shall be sufficiently given or served
         hereunder to any party when transmitted by express or certified mail,
         postage prepaid, addressed to the party to be served as follows:

         Company:      SkillSoft Corporation
                       20 Industrial Park Drive
                       Nashua, NH  03062
                       Attn:  Secretary

         Recipient:    At Recipient's address as it appears under Recipient's
                       signature to this Agreement, or to such other address as
                       Recipient may specify in writing to the Company

Any party may designate another address for receipt of notices so long as notice
is given in accordance with this Section.

17.      Spousal Consent. Recipient shall cause his or her spouse to execute the
         Consent of Spouse attached hereto as Exhibit C concurrently with the
         execution of this Agreement or, if later, at the time Recipient becomes
         married.

18.      Delaware Law. The interpretation, performance and enforcement of this
         Agreement shall be governed by the laws of the State of Delaware.

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

                                     SKILLSOFT CORPORATION
                                     a Delaware corporation

                                     By      /s/  Charles E. Moran
                                        --------------------------------
                                     Its      President and CEO
                                        --------------------------------
                                     Recipient:

                                      /s/ James Adkisson
                                     -----------------------------------
                                     James Adkisson

                                     Address:

                                     716 Escalona Drive
                                     Capitola, CA  95010




                                       11
<PAGE>   12
                                    EXHIBIT A
                   STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE



                  FOR VALUE RECEIVED, _____________ hereby sells, assigns and
transfers unto SkillSoft Corporation, a Delaware corporation (the "Company"),
_________ (____________________) shares of the Common Stock of the Company,
standing in his or her name on the books of SkillSoft Corporation, represented
by Certificate No. __ herewith, and does hereby irrevocably constitute and
appoint ________________ attorney to transfer the said stock in the books of
SkillSoft Corporation with full power of substitution.

DATED: ________________

                                   _________________________________________
                                   (Signature)

                                   _________________________________________
                                   (Printed Name)
<PAGE>   13
                                    EXHIBIT B
                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986

                  The undersigned taxpayer hereby elects, pursuant to the
Internal Revenue Code, to include in gross income for 1998 the amount of any
compensation taxable in connection with the taxpayer's receipt of the property
described below;

                  1. The name, address, taxpayer identification number and
taxable year of the undersigned are:

                  TAXPAYER'S NAME:
                  SPOUSE'S NAME:

                  TAXPAYER'S SOCIAL SECURITY NO.:
                  SPOUSE'S SOCIAL SECURITY NO.:

                  TAXABLE YEAR:  Calendar Year 1999

                  ADDRESS:


                  2. The property which is the subject of this election is:
________________ shares of Common Stock of SkillSoft Corporation, a Delaware
corporation.

                  3. The property was transferred to the undersigned on
______________.

                  4. The property is subject to the following restriction: Right
of repurchase by SkillSoft Corporation.

                  5. The fair market value of the property at the time of
transfer (determined without regard to any restriction other than a restriction
which by its terms will never lapse) is:
$______ per share x ______________ shares = $__________.

                  6. The undersigned paid $1.00 per share x ______________
shares for the property transferred or a total of $_________.

                  The undersigned has submitted a copy of this statement to the
person for whom the services were performed in connection with the undersigned's
receipt of the above-described property. The undersigned taxpayer is the person
performing the services in connection with the transfer of said property.
<PAGE>   14
                  The undersigned will file this election with the Internal
Revenue Service office in which he or she files his or her annual income tax
return not later than 30 days after the date of transfer of the property. A copy
of the election also will be furnished to the person for whom the services were
performed. Additionally, the undersigned will include a copy of the election
with his or her income tax return for the taxable year in which property is
transferred. The undersigned understands that this election will also be
effective as an election under New Hampshire law.


Dated: ________________________     __________________________________________
                                                   Taxpayer


The undersigned spouse of taxpayer joins in this election.


Dated: ________________________     __________________________________________
                                               Spouse of Taxpayer




                                       2
<PAGE>   15
                                    EXHIBIT C
                                CONSENT OF SPOUSE

                  I, _____________________, spouse of _________________, have
read and approved the foregoing Agreement. In consideration of the right of my
spouse to purchase shares of SkillSoft Corporation, as set forth in the
Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the
exercise of any rights of the Agreement insofar as I may have any rights under
such community property laws of the State of New Hampshire or similar laws
relating to marital property in effect in the state of our residence as of the
date of the signing of the foregoing Agreement.


Dated:  ____________________________    By:____________________________________
                                                      [Signature]







                                       3