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                                                                    EXHIBIT 10.5

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                                     WARNING

 Granting options to directors and officers under this plan may violate NASD or
       stock exchange rules if the plan does not meet the broad based plan
                       exemption from shareholder approval

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                                    SKILLSOFT

                          1996 SUPPLEMENTAL STOCK PLAN

                            (AS AMENDED MARCH 2006)

1.    Purposes of the Plan. The purposes of this Supplemental Stock Plan are to
      (i) attract and retain the best available personnel for positions of
      substantial responsibility, (ii) provide additional incentive to
      Employees, Directors and Consultants, and (iii) promote the success of the
      Company's business.

      Options granted under the Plan will be Nonstatutory Stock Options.

2.    Definitions. As used herein, the following definitions shall apply:

      (a)   "Administrator" means the Board or any of its Committees as shall be
            administering the Plan, in accordance with Section 4 of the Plan.

      (b)   "Applicable Laws" means the requirements relating to the
            administration of stock option plans under US state corporate laws,
            US federal and state securities laws, the Code, any stock exchange
            or quotation system on which the Ordinary Shares are listed or
            quoted and the applicable laws of any foreign country or
            jurisdiction where Options are, or will be, granted under the Plan.

      (c)   "Board" means the Board of Directors of the Company.

      (d)   "Code" means the Internal Revenue Code of 1986, as amended.

      (e)   "Committee" means a committee of Directors appointed by the Board in
            accordance with Section 4 of the Plan.

      (f)   "Ordinary Shares" means the Ordinary Shares and/or related American
            Depositary Shares of the Company.

      (g)   "Company" means SkillSoft, a limited liability company organized
            under the laws of the Republic of Ireland.

      (h)   "Consultant" means any person, including an advisor, engaged by the
            Company or a Parent or Subsidiary to render services to such entity.

      (i)   "Director" means a member of the Board.

      (j)   "Disability" means total and permanent disability as defined in
            Section 22(e)(3) of the Code.

      (k)   "Employee" means any person, including Officers, employed by the
            Company or any Parent or Subsidiary of the Company. A Service
            Provider shall not cease to be an Employee in the case of (i) any
            leave of absence approved by the Company or (ii) transfers between
            locations of the Company or between the Company, its Parent, any
            Subsidiary, or any successor. Neither service as a Director nor
            payment of a director's fee by the Company shall be sufficient to
            constitute "employment" by the Company.

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      (l)   "Exchange Act" means the Securities Exchange Act of 1934, as
            amended.

      (m)   "Fair Market Value" means, as of any date, the value of Ordinary
            Shares determined as follows:

                  (i) If the Ordinary Shares are listed on any established stock
            exchange or a national market system, including without limitation
            the Nasdaq National Market or The Nasdaq SmallCap Market of The
            Nasdaq Stock Market, its Fair Market Value shall be the closing
            sales price for such stock (or the closing bid, if no sales were
            reported) as quoted on such exchange or system on the last market
            day prior to the day of determination, as reported in The Wall
            Street Journal or such other source as the Administrator deems
            reliable;

                  (ii) If the Ordinary Shares are regularly quoted by a
            recognized securities dealer but selling prices are not reported,
            the Fair Market Value of an Ordinary Share shall be the mean between
            the high bid and low asked prices for the Ordinary Shares on the day
            of determination, as reported in The Wall Street Journal or such
            other source as the Administrator deems reliable;

                  (iii) In the absence of an established market for the Ordinary
            Shares, the Fair Market Value shall be determined in good faith by
            the Administrator.

      (n)   "Notice of Grant" means a written or electronic notice evidencing
            certain terms and conditions of an individual Option grant. The
            Notice of Grant is part of the Option Agreement.

      (o)   "Officer" means a person who is an officer of the Company within the
            meaning of Section 16 of the Exchange Act and the rules and
            regulations promulgated thereunder.

      (p)   "Option" means a nonstatutory stock option granted pursuant to the
            Plan, that is not intended to qualify as an incentive stock option
            within the meaning of Section 422 of the Code and the regulations
            promulgated thereunder.

      (q)   "Option Agreement" means an agreement between the Company and an
            Optionee evidencing the terms and conditions of an individual Option
            grant. The Option Agreement is subject to the terms and conditions
            of the Plan.

      (r)   "Option Exchange Program" means a program whereby outstanding
            options are surrendered in exchange for options with a lower
            exercise price.

      (s)   "Optioned Stock" means the Ordinary Shares subject to an Option.

      (t)   "Optionee" means the holder of an outstanding Option granted under
            the Plan.

      (u)   "Parent" means a "parent corporation," whether now or hereafter
            existing, as defined in Section 424(e) of the Code.

      (v)   "Plan" means this 1996 Supplemental Stock Plan.

      (w)   "Service Provider" means an Employee including an Officer,
            Consultant or Director.

      (x)   "Share" means a share of the Ordinary Shares, as adjusted in
            accordance with Section 12 of the Plan.

      (y)   "Subsidiary" means a "subsidiary corporation", whether now or
            hereafter existing, as defined in Section 424(f) of the Code.

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3.    Shares Subject to the Plan. Subject to the provisions of Section 12 of the
      Plan, the maximum aggregate number of Ordinary Shares which may be
      optioned and sold under the Plan is 10,101,554 Ordinary Shares (which will
      be represented by 10,101,554 American Depositary Shares). The Shares may
      be authorized, but unissued, or reacquired Ordinary Shares.

      If an Option expires or becomes unexercisable without having been
      exercised in full, or is surrendered pursuant to an Option Exchange
      Program, the unpurchased Shares which were subject thereto shall become
      available for future grant or sale under the Plan (unless the Plan has
      terminated).

4.    Administration of the Plan.

      (a)   The Plan shall be administered by (A) the Board or (B) a Committee,
            which committee shall be constituted to satisfy Applicable Laws.

      (b)   Powers of the Administrator. Subject to the provisions of the Plan,
            and in the case of a Committee, subject to the specific duties
            delegated by the Board to such Committee, the Administrator shall
            have the authority, in its discretion:

            (i)    to determine the Fair Market Value of the Ordinary Shares;

            (ii)   to select the Service Providers to whom Options may be
                   granted hereunder;

            (iii)  to determine whether and to what extent Options are granted
                   hereunder;

            (iv)   to determine the number of shares of Ordinary Shares to be
                   covered by each Option granted hereunder;

            (v)    to approve forms of agreement for use under the Plan;

            (vi)   to determine the terms and conditions, not inconsistent with
                   the terms of the Plan, of any award granted hereunder. Such
                   terms and conditions include, but are not limited to, the
                   exercise price, the time or times when Options may be
                   exercised (which may be based on performance criteria), any
                   vesting acceleration or waiver of forfeiture restrictions,
                   and any restriction or limitation regarding any Option or the
                   shares of Ordinary Shares relating thereto, based in each
                   case on such factors as the Administrator, in its sole
                   discretion, shall determine;

            (vii)  to reduce the exercise price of any Option to the then
                   current Fair Market Value if the Fair Market Value of the
                   Ordinary  Shares covered by such Option shall have declined
                   since the date the Option was granted;

            (viii) to institute an Option Exchange Program;

            (ix)   to construe and interpret the terms of the Plan and awards
                   granted pursuant to the Plan;

            (x)    to prescribe, amend and rescind rules and regulations
                   relating to the Plan, including rules and regulations
                   relating to sub-plans established for the purpose of
                   qualifying for preferred tax treatment under foreign tax
                   laws;

            (xi)   to modify or amend each Option (subject to Section 14(b) of
                   the Plan), including the discretionary authority to extend
                   the post-termination exercisability period of Options longer
                   than is otherwise provided for in the Plan;

            (xii)  to authorize any person to execute on behalf of the Company
                   any instrument required to effect the grant of an Option or
                   previously granted by the Administrator;

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            (xiii)  to determine the terms and restrictions applicable to
                    Options;

            (xiv)   to allow Optionees to satisfy withholding tax obligations by
                    electing to have the Company withhold from the Shares to be
                    issued upon exercise of an Option or Stock Purchase Right
                    that number of Shares having a Fair Market Value equal to
                    the amount required to be withheld. The Fair Market Value of
                    the Shares to be withheld shall be determined on the date
                    that the amount of tax to be withheld is to be determined.
                    All elections by an Optionee to have Shares withheld for
                    this purpose shall be made in such form and under such
                    conditions as the Administrator may deem necessary or
                    advisable; and

            (xv)    to make all other determinations deemed necessary or
                    advisable for administering the Plan.

      (c)   Effect of Administrator's Decision. The Administrator's decisions,
            determinations and interpretations shall be final and binding on all
            Optionees and any other holders of Options.

5.    Eligibility. Options may be granted to Service Providers; provided,
      however, that notwithstanding anything to the contrary contained in the
      Plan, Options may not be granted to Officers and Directors.

6.    Limitation. Neither the Plan nor any Option shall confer upon an Optionee
      any right with respect to continuing the Optionee's relationship as a
      Service Provider with the Company, nor shall they interfere in any way
      with the Optionee's right or the Company's right to terminate such
      relationship at any time, with or without cause.

7.    Term of Plan. The Plan shall become effective upon its adoption by the
      Board. It shall continue in effect for ten (10) years, unless sooner
      terminated under Section 14 of the Plan.

8.    Term of Option. The term of each Option shall be stated in the Option
      Agreement.

9.    Option Exercise Price and Consideration.

      (a)   Exercise Price. The per share exercise price for the Shares to be
            issued pursuant to exercise of an Option shall be determined by the
            Administrator.

      (b)   Waiting Period and Exercise Dates. At the time an Option is granted,
            the Administrator shall fix the period within which the Option may
            be exercised and shall determine any conditions which must be
            satisfied before the Option may be exercised.

      (c)   Form of Consideration. The Administrator shall determine the
            acceptable form of consideration for exercising an Option, including
            the method of payment. Such consideration may consist entirely of:

            (i)   cash;

            (ii)  check;

            (iii) promissory note;

            (iv)  other Shares which (A) in the case of Shares acquired upon
                  exercise of an option, have been owned by the Optionee for
                  more than six months on the date of surrender, and (B) have a
                  Fair Market Value on the date of surrender equal to the
                  aggregate exercise price of the Shares as to which said Option
                  shall be exercised;

            (v)   consideration received by the Company under a cashless
                  exercise program implemented by the Company in connection with
                  the Plan;

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            (vi)   a reduction in the amount of any Company liability to the
                   Optionee, including any liability attributable to the
                   Optionee's participation in any Company-sponsored deferred
                   compensation program or arrangement;

            (vii)  such other consideration and method of payment for the
                   issuance of Shares to the extent permitted by Applicable
                   Laws; or

            (viii) any combination of the foregoing methods of payment.

10. Exercise of Option.

      a.    Procedure for Exercise; Rights as a Shareholder. Any Option granted
            hereunder shall be exercisable according to the terms of the Plan
            and at such times and under such conditions as determined by the
            Administrator and set forth in the Option Agreement. An Option may
            not be exercised for a fraction of a Share.

            An Option shall be deemed exercised when the Company receives: (i)
written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of (i) the Optionee or,
if requested by the Optionee, in the name of the Optionee and his or her spouse,
or (ii) AIB Custodial Nominees Limited A/C BONY as Optionee's nominee to hold
the shares issued on exercise on Optionee's behalf and subject to Purchaser's
directions. (If selected, the share certificate shall be mailed at Optionee's
risk to AIB Custodial Nominees Limited, P.O. Box 518, IFSC Dublin 1, Ireland).
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 13 of the Plan.

            Exercising an Option in any manner shall decrease the number of
Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.

      (b)   Termination of Relationship as a Service Provider. If an Optionee
            ceases to be a Service Provider, other than upon the Optionee's
            death or Disability, the Optionee may exercise his or her Option,
            but only within such period of time as is specified in the Option
            Agreement, and only to the extent that the Option is vested on the
            date of termination (but in no event later than the expiration of
            the term of such Option as set forth in the Option Agreement). In
            the absence of a specified time in the Option Agreement, the Option
            shall remain exercisable for three (1) month following the
            Optionee's termination. If, on the date of termination, the Optionee
            is not vested as to his or her entire Option, the Shares covered by
            the unvested portion of the Option shall revert to the Plan. If,
            after termination, the Optionee does not exercise his or her Option
            within the time specified by the Administrator, the Option shall
            terminate, and the Shares covered by such Option shall revert to the
            Plan.

      (c)   Disability of Optionee. If an Optionee ceases to be a Service
            Provider as a result of the Optionee's Disability, the Optionee may
            exercise his or her Option within such period of time as is
            specified in the Option Agreement, to the extent the Option is
            vested on the date of termination (but in no event later than the
            expiration of the term of such Option as set

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            forth in the Option Agreement). In the absence of a specified time
            in the Option Agreement, the Option shall remain exercisable for
            twelve (12) months following the Optionee's termination. If, on the
            date of termination, the Optionee is not vested as to his or her
            entire Option, the Shares covered by the unvested portion of the
            Option shall revert to the Plan. If, after termination, the Optionee
            does not exercise his or her Option within the time specified
            herein, the Option shall terminate, and the Shares covered by such
            Option shall revert to the Plan.

      (d)   Death of Optionee. If an Optionee dies while a Service Provider, the
            Option may be exercised within such period of time as is specified
            in the Option Agreement (but in no event later than the expiration
            of the term of such Option as set forth in the Notice of Grant), by
            the Optionee's estate or by a person who acquires the right to
            exercise the Option by bequest or inheritance, but only to the
            extent that the Option is vested on the date of death. In the
            absence of a specified time in the Option Agreement, the Option
            shall remain exercisable for twelve (12) months following the
            Optionee's termination. If, at the time of death, the Optionee is
            not vested as to his or her entire Option, the Shares covered by the
            unvested portion of the Option shall immediately revert to the Plan.
            The Option may be exercised by the executor or administrator of the
            Optionee's estate or, if none, by the person(s) entitled to exercise
            the Option under the Optionee's will or the laws of descent or
            distribution. If the Option is not so exercised within the time
            specified herein, the Option shall terminate, and the Shares covered
            by such Option shall revert to the Plan.

      (e)   Buyout Provisions. The Administrator may at any time offer to buy
            out for a payment in cash or Shares, an Option previously granted
            based on such terms and conditions as the Administrator shall
            establish and communicate to the Optionee at the time that such
            offer is made.

11.   Non-Transferability of Options. Unless determined otherwise by the
      Administrator, an Option may not be sold, pledged, assigned, hypothecated,
      transferred, or disposed of in any manner other than by will or by the
      laws of descent or distribution and may be exercised, during the lifetime
      of the Optionee, only by the Optionee. If the Administrator makes an
      Option transferable, such Option shall contain such additional terms and
      conditions as the Administrator deems appropriate.

12.   Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset
      Sale.

      (a)   Changes in Capitalization. Subject to any required action by the
            shareholders of the Company, the number of shares of Ordinary Shares
            covered by each outstanding Option, and the number of shares of
            Ordinary Shares which have been authorized for issuance under the
            Plan but as to which no Options have yet been granted or which have
            been returned to the Plan upon cancellation or expiration of an
            Option, as well as the price per share of Ordinary Shares covered by
            each such outstanding Option, shall be proportionately adjusted for
            any increase or decrease in the number of issued shares of Ordinary
            Shares resulting from a stock split, reverse stock split, stock
            dividend, combination or reclassification of the Ordinary Shares, or
            any other increase or decrease in the number of issued shares of
            Ordinary Shares effected without receipt of consideration by the
            Company; provided, however, that conversion of any convertible
            securities of the Company shall not be deemed to have been "effected
            without receipt of consideration." Such adjustment shall be made by
            the Board, whose determination in that respect shall be final,
            binding and conclusive. Except as expressly provided herein, no
            issuance by the Company of shares of stock of any class, or
            securities convertible into shares of stock of

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            any class, shall affect, and no adjustment by reason thereof shall
            be made with respect to, the number or price of shares of Ordinary
            Shares subject to an Option.

      (b)   Dissolution or Liquidation. In the event of the proposed dissolution
            or liquidation of the Company, the Administrator shall notify each
            Optionee as soon as practicable prior to the effective date of such
            proposed transaction. The Administrator in its discretion may
            provide for an Optionee to have the right to exercise his or her
            Option until ten (10) days prior to such transaction as to all of
            the Optioned Stock covered thereby, including Shares as to which the
            Option would not otherwise be exercisable. In addition, the
            Administrator may provide that any Company repurchase option
            applicable to any Shares purchased upon exercise of an Option shall
            lapse as to all such Shares, provided the proposed dissolution or
            liquidation takes place at the time and in the manner contemplated.
            To the extent it has not been previously exercised, an Option will
            terminate immediately prior to the consummation of such proposed
            action.

      (c)   Merger or Asset Sale. In the event of a merger of the Company with
            or into another corporation, or the sale of substantially all of the
            assets of the Company, each outstanding Option shall be assumed or
            an equivalent option or right substituted by the successor
            corporation or a Parent or Subsidiary of the successor corporation.
            In the event that the successor corporation refuses to assume or
            substitute for the Option, the Optionee shall fully vest in and have
            the right to exercise the Option as to all of the Optioned Stock,
            including Shares as to which it would not otherwise be vested or
            exercisable. If an Option becomes fully vested and exercisable in
            lieu of assumption or substitution in the event of a merger or sale
            of assets, the Administrator shall notify the Optionee in writing or
            electronically that the Option shall be fully vested and exercisable
            for a period of fifteen (15) days from the date of such notice, and
            the Option shall terminate upon the expiration of such period. For
            the purposes of this paragraph, the Option shall be considered
            assumed if, following the merger or sale of assets, the option or
            right confers the right to purchase or receive, for each Share of
            Optioned Stock, immediately prior to the merger or sale of assets,
            the consideration (whether stock, cash, or other securities or
            property) received in the merger or sale of assets by holders of
            Ordinary Shares for each Share held on the effective date of the
            transaction (and if holders were offered a choice of consideration,
            the type of consideration chosen by the holders of a majority of the
            outstanding Shares); provided, however, that if such consideration
            received in the merger or sale of assets is not solely Ordinary
            Shares of the successor corporation or its Parent, the Administrator
            may, with the consent of the successor corporation, provide for the
            consideration to be received upon the exercise of the Option, for
            each Share of Optioned Stock to be solely Ordinary Shares of the
            successor corporation or its Parent equal in fair market value to
            the per share consideration received by holders of Ordinary Shares
            in the merger or sale of assets.

13.   Grant. The date of grant of an Option shall be, for all purposes, the date
      on which the Administrator makes the determination granting such Option,
      or such other later date as is determined by the Administrator. Notice of
      the determination shall be provided to each Optionee within a reasonable
      time after the date of such grant.

14.   Amendment and Termination of the Plan.

      (a)   Amendment and Termination. The Board may at any time amend, alter,
            suspend or terminate the Plan.

      (b)   Effect of Amendment or Termination. No amendment, alteration,
            suspension or termination of the Plan shall impair the rights of any
            Optionee, unless mutually agreed

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            otherwise between the Optionee and the Administrator, which
            agreement must be in writing and signed by the Optionee and the
            Company. Termination of the Plan shall not affect the
            Administrator's ability to exercise the powers granted to it
            hereunder with respect to options granted under the Plan prior to
            the date of such termination.

15.   Conditions Upon Issuance of Shares.

      (a)   Legal Compliance. Shares shall not be issued pursuant to the
            exercise of an Option unless the exercise of such Option and the
            issuance and delivery of such Shares shall comply with Applicable
            Laws and shall be further subject to the approval of counsel for the
            Company with respect to such compliance.

      (b)   Investment Representations. As a condition to the exercise of an
            Option the Company may require the person exercising such Option to
            represent and warrant at the time of any such exercise that the
            Shares are being purchased only for investment and without any
            present intention to sell or distribute such Shares if, in the
            opinion of counsel for the Company, such a representation is
            required.

16.   Inability to Obtain Authority. The inability of the Company to obtain
      authority from any regulatory body having jurisdiction, which authority is
      deemed by the Company's counsel to be necessary to the lawful issuance and
      sale of any Shares hereunder, shall relieve the Company of any liability
      in respect of the failure to issue or sell such Shares as to which such
      requisite authority shall not have been obtained.

17.   Reservation of Shares. The Company, during the term of this Plan, will at
      all times reserve and keep available such number of Shares as shall be
      sufficient to satisfy the requirements of the Plan.

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