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                                                                     EXHIBIT 4.1



                            AMENDMENT TO DECLARATION

                             OF SUBSCRIPTION RIGHTS



         AMENDMENT, dated as of June 10, 2002 to the Declaration of Subscription
Rights, dated as of October 4, 1998 (the "RIGHTS PLAN"), of SmartForce PLC (the
"COMPANY").

         WHEREAS, pursuant to Section 18 of the Rights Plan, the Company may
from time to time supplement or amend the Rights Plan in accordance with the
provisions of Section 18 thereof; and

         WHEREAS, the Company intends to enter into an Agreement and Plan of
Merger (as it may be amended or supplemented from time to time, the "MERGER
AGREEMENT"), dated as of June 10, 2002, among the Company, SkillSoft Corporation
("SKILLSOFT") and Slate Acquisition Corp. (the "TRANSITORY SUBSIDIARY") (all
capitalized terms used in this Amendment to Rights Plan but not otherwise
defined herein shall have the meaning ascribed thereto in the Merger Agreement);
and

         WHEREAS, certain shareholders of the Company have entered into a
SmartForce Shareholder Voting Agreement with SkillSoft in connection with the
Merger dated as of June 10, 2002 (the "SmartForce Shareholder Agreement"); and

         WHERAS, the Company has entered into the SkillSoft Option Agreement
with SkillSoft pursuant to which the Company will grant SkillSoft an option to
purchase American Depositary Shares of the Company (the "SkillSoft Option
Agreement"); and

         WHEREAS, the Board of Directors has determined that the Merger and the
other transactions contemplated by the Merger Agreement are fair to and in the
best interests of the Company and its shareholders; and

         WHEREAS, the Board of Directors has determined that it is desirable to
amend the Rights Plan to exempt the Merger Agreement, the SmartForce Shareholder
Agreement and the SkillSoft Option Agreement and the transactions contemplated
thereby from the application of the Rights Plan.

         NOW, THEREFORE, the Company hereby amends the Rights Plan as follows:

         1.       Section 1(a) of the Rights Plan is hereby modified and amended
by adding the following sentence at the end thereof:

         "Notwithstanding the foregoing, neither SkillSoft Corporation
         ("SKILLSOFT"), Affiliates or Associates of SkillSoft, nor Slate
         Acquisition Corp. (the "TRANSITORY SUBSIDIARY") shall be


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         deemed to be an Acquiring Person by virtue of the execution and
         delivery of the Agreement and Plan of Merger (the "MERGER AGREEMENT")
         to be entered into as of June 10, 2002, among the Company, SkillSoft
         and the Transitory Subsidiary, or the SmartForce Shareholder Agreement
         to be entered into as of June 10, 2002, between SkillSoft and certain
         shareholders of the Company (the "SmartForce Shareholder Agreement"),
         or the SkillSoft Option Agreement to be entered into as of June 10,
         2002 between the Company and SkillSoft (the "SkillSoft Option
         Agreement"), or as a result of the consummation of the transactions
         contemplated by the Merger Agreement, the SmartForce Shareholder
         Agreement or the SkillSoft Option Agreement."

         2.       Section 1(k) of the Rights Plan is hereby modified and amended
by adding the following sentence at the end thereof:

         "Notwithstanding the foregoing, neither the execution and delivery of
         the Merger Agreement, the SmartForce Shareholder Agreement or the
         SkillSoft Option Agreement, nor the consummation of the transactions
         contemplated by the Merger Agreement, the SmartForce Shareholder
         Agreement or the SkillSoft Option Agreement, shall cause a Distribution
         Date."

         3.       Section 1(aa) of the Rights Plan is hereby modified and
amended by adding the following sentence at the end thereof:

         "Neither the execution and delivery of the Merger Agreement, the
         SmartForce Shareholder Agreement or the SkillSoft Option Agreement, nor
         consummation of the transactions contemplated by the Merger Agreement,
         the SmartForce Shareholder Agreement or the SkillSoft Option Agreement,
         shall cause a Shares Acquisition Date."

         RIGHTS PLAN. Except as amended hereby, the Rights Plan shall remain in
full force and effect.





THE COMMON SEAL of                         )
SMARTFORCE PUBLIC LIMITED                  )
COMPANY was hereunto affixed               )
in the presence of:                        )

                                                  /s/ Gregory M. Priest
                                                  -----------------------------
                                                  Gregory M. Priest, Director

                                                  /s/ Jennifer Caldwell
                                                  -----------------------------
                                                  Jennifer Caldwell, Secretary




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