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                                                                   EXHIBIT 10.18



                              SKILLSOFT CORPORATION
                       RESTRICTED STOCK PURCHASE AGREEMENT


                  THIS AGREEMENT is entered into as of the 1st day of September,
1999, between SkillSoft Corporation, a Delaware corporation (the "Company"), and
William T. Coleman, Trustee of The Coleman Family Trust (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

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                           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

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                           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

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                           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

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                           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

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         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.

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                  (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

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                           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

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                  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

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                           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.

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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/ William T. Coleman
                                   William T. Coleman, Trustee of The Coleman
                                   Family Trust

                                   Address:

                                   278 Alta Vista Avenue
                                   Los Altos, CA  94022


                                       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, Claudia L. Coleman, spouse of William T. Coleman, 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:  /s/ Claudia L. Coleman
                                                               [Signature]
                                                          Claudia L. Coleman
                                                          [printed name]

                                       3