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                                                                    Exhibit 10.2

                    REVOLVING LINE OF CREDIT PROMISSORY NOTE

$25,000,000.00 U.S.                 Manchester, NH                 June 24, 2003


         FOR VALUE RECEIVED, SKILLSOFT CORPORATION, a Delaware corporation
having its principal office at 107 Northeastern Boulevard, Nashua, New Hampshire
03062, and SKILLSOFT PUBLIC LIMITED COMPANY, a company incorporated in Ireland
under number 148924 having its registered office at Belfield Office Park,
Clonskeagh, Dublin 4 Ireland, (collectively, the "Borrower"), jointly and
severally promise to pay to the order of FLEET NATIONAL BANK, a national banking
association organized under the laws of the United States of America with an
address of Mail Stop NH DE 01102A, 1155 Elm Street, Manchester, New Hampshire
03101 (the "Bank"), at such address, or such other place or places as the holder
hereof may designate in writing from time to time hereafter, the principal sum
of up to TWENTY-FIVE MILLION DOLLARS ($25,000,000.00), or so much thereof as may
be advanced or readvanced by the Bank to the Borrower from time to time
hereafter (such amounts defined as the "Debit Balance" below), together with
interest as provided for hereinbelow, in lawful money of the United States of
America.

         The Borrower's "Debit Balance" shall mean the debit balance in an
account on the books of the Bank, maintained in the form of a ledger card,
computer records or otherwise in accordance with the Bank's customary practice
and appropriate accounting procedures wherein there shall be recorded the
principal amount of all advances made by the Bank to the Borrower, all principal
payments made by the Borrower to the Bank hereunder, and all other appropriate
debits and credits.

         Under the Revolving Line of Credit Loan evidenced by this Note (the
"Revolving Line of Credit"), the Bank agrees to lend to the Borrower, and the
Borrower may borrow, re-pay, and re-borrow from time to time, up to the maximum
principal sum provided under, and subject to the terms, conditions, and
limitations of, the Commercial Loan Agreement of even date herewith entered into
by and between the Borrower and the Bank, as the same may be further amended
from time to time (as amended, the "Loan Agreement"). The holder of this Note is
entitled to all of the benefits and rights of the Bank under the Loan Agreement.
However, neither this reference to the Loan Agreement nor any provision thereof
shall impair the absolute and unconditional obligation of the Borrower to pay
the principal and interest of this Note as herein provided. Terms not otherwise
defined herein shall have the meanings ascribed to them in the Loan Agreement.

         The Borrower shall make requests for advances under this Note as
provided in the Loan Agreement. The Borrower agrees that the Bank may make all
advances under this Note by direct

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deposit to any demand account of the Borrower with the Bank or in such other
manner as may be provided in the Loan Agreement, and that all such advances
shall represent binding obligations of the Borrower.

         The Borrower acknowledges that this Note is to evidence the Borrower's
obligation to pay its Debit Balance, plus interest and any other applicable
charges as determined from time to time, in accordance with the terms and
conditions of the Loan Agreement and that it shall continue to do so despite the
occurrence of intervals when no Debit Balance exists because the Borrower has
paid the previously existing Debit Balance in full.

         Interest shall be calculated and charged daily, based on the actual
days elapsed over a three hundred sixty (360) day banking year, on the unpaid
principal balance outstanding from time to time hereunder at an annual variable
rate equal to the Bank's Prime Rate, so called. The Prime Rate shall be the per
annum rate of interest so designated from time to time by Bank as its prime rate
and changed by the Bank from time to time whether or not such rate shall be
otherwise published or Borrower is provided with notice thereof. Each time the
Prime Rate changes, the interest rate hereunder shall change contemporaneously
with such change in the Prime Rate effective as of the opening of business on
the date of change. Notwithstanding the foregoing, the Borrower may also elect
from time to time the LIBOR Rate (as defined in the Loan Agreement)) to apply to
some or all of outstanding principal under the Revolving Line of Credit in
accordance with, and subject to the limitations of, the Loan Agreement.

         Pending the sooner occurrence of an Event of Default, the Bank shall
extend the Revolving Line of Credit through and until June 23, 2004, whereupon
all principal, accrued and unpaid interest, and any other charges provided for
hereunder shall be due and payable in full. Pending the sooner occurrence of an
Event of Default, through and until June 23, 2004, the Borrower shall (i) make
payments of principal from time to time as provided in the Loan Agreement and
(ii) make payments of interest monthly in arrears commencing thirty (30) days
from the date hereof (or on any day within 30 days of the date hereof agreed to
by the Borrower and the Bank to provide for a convenient payment date) and
continuing on the same date of each month thereafter. Upon the occurrence of an
Event of Default as specified in the Loan Agreement or any of the Loan Document,
or if any payment of principal or interest is not made when due hereunder, then
the principal hereof and all interest accrued and accruing hereon may be
declared forthwith due and payable in full by the holder of this Note.

         The holder may impose upon the Borrower a delinquency charge of five
percent (5%) of the amount of interest not paid on or before the tenth (10th)
day after such installment is due. The entire principal balance hereof, together
with accrued interest, shall after the occurrence of an Event of Default or
maturity, whether by demand, acceleration or otherwise, bear interest at the
contract rate of this Note plus an additional four percent (4%) per annum.

         Borrower hereby grants to Bank, a continuing lien, security interest
and right of setoff as

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security for all liabilities and obligations to Bank, whether now existing or
hereafter arising, upon and against all deposit accounts, credits, collateral
and property, now or hereafter in the possession, custody, safekeeping or
control of Bank or any entity under the control of FleetBoston Financial
Corporation and its successors and assigns or in transit to any of them. At any
time, without demand or notice (any such notice being expressly waived by
Borrower), Bank may setoff the same or any part thereof and apply the same to
any liability or obligation of Borrower even though unmatured and regardless of
the adequacy of any other collateral securing the Loan. ANY AND ALL RIGHTS TO
REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER
COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH
RESPECT TO SUCH DEPOSIT ACCOUNTS, CREDITS OR OTHER PROPERTY OF BORROWER ARE
HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

         The Borrower, and every maker, endorser, or guarantor of this Note,
jointly and severally, agree to pay on demand all reasonable out-of-pocket costs
of collection hereof, including reasonable attorneys' fees, whether or not any
foreclosure or other action is instituted by the holder in its discretion.

         No delay or omission on the part of the holder in exercising any right,
privilege or remedy shall impair such right, privilege or remedy or be construed
as a waiver thereof or of any other right, privilege or remedy. No waiver of any
right, privilege or remedy or any amendment to this Note shall be effective
unless made in writing and signed by the holder. Under no circumstances shall an
effective waiver of any right, privilege or remedy on any one occasion
constitute or be construed as a bar to the exercise of or a waiver of such
right, privilege or remedy on any future occasion.

         The acceptance by the holder hereof of any payment after any default
hereunder shall not operate to extend the time of payment of any amount then
remaining unpaid hereunder or constitute a waiver of any rights of the holder
hereof under this Note.

         All rights and remedies of the holder, whether granted herein or
otherwise, shall be cumulative and may be exercised singularly or concurrently.

         The Borrower, and every maker, endorser, or guarantor of this Note,
hereby jointly waive, to the fullest extent permitted by law, presentment,
notice, protest and all other demands and notices and assents (1) to any
extension of the time of payment or any other indulgence, and (2) to the release
of any other person primarily or secondarily liable for the obligations
evidenced hereby.

         This Note and the provisions hereof shall be binding upon the Borrower
and the Borrower's heirs, administrators, executors, successors, legal
representatives and assigns and shall inure to the benefit of the holder, the
holder's heirs, administrators, executors, successors,

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legal representatives and assigns.

         The word "holder" as used herein shall mean the payee or endorsee of
this Note who is in possession of it, or the bearer, if this Note is at the time
payable to the bearer.

         This Note may not be amended, changed or modified in any respect except
by a written document which has been executed by each party. This Note
constitutes a New Hampshire contract to be governed by the laws of such state
and to be paid and performed therein.

        Upon receipt of an affidavit of an officer of Bank as to the loss,
theft, destruction or mutilation of this Note, and, in the case of any such
loss, theft, destruction or mutilation, upon cancellation of this Note and
Borrower's receipt of indemnity reasonably satisfactory to it, Borrower will
issue, in lieu hereof, a replacement note in the same principal amount thereof
and otherwise of like tenor.

         The provisions of this Note are expressly subject to the condition that
in no event shall the amount paid or agreed to be paid to the holder hereunder
and deemed interest under applicable law exceed the maximum rate of interest on
the unpaid principal balance hereunder allowed by applicable law, if any, (the
"Maximum Allowable Rate"), which shall mean the law in effect on the date
hereof, except that if there is a change in such law which results in a higher
Maximum Allowable Rate being applicable to this Note, then this Note shall be
governed by such amended law from and after its effective date. In the event
that fulfillment of any provisions of this Note results in the interest rate
hereunder being in excess of the Maximum Allowable Rate, the obligation to be
fulfilled shall automatically be reduced to eliminate such excess. If
notwithstanding the foregoing, the holder receives an amount which under
applicable law would cause the interest rate hereunder to exceed the Maximum
Allowable Rate, the portion thereof which would be excessive shall automatically
be applied to and deemed a prepayment of the unpaid principal balance hereunder
and not a payment of interest.

         BORROWER AND BANK (BY ACCEPTANCE OF THIS NOTE) MUTUALLY HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN
RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS NOTE OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION
HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY
COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF BANK RELATING TO
THE ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE
THAT NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER
ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS
PROHIBITED BY LAW, BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO

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CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES. BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF BANK
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT BANK WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A
MATERIAL INDUCEMENT FOR BANK TO ACCEPT THIS NOTE AND MAKE THE LOAN.

         Executed and delivered this  24th  day of June, 2003.

                                           BORROWER:

                                           SKILLSOFT CORPORATION

/s/ Kenneth R. Sheldon                     By:  /s/ Thomas J. McDonald
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Witness                                    Name:  Thomas J. McDonald
                                           Title: Chief Financial Officer

                                           SKILLSOFT PUBLIC LIMITED COMPANY

/s/ Kenneth R. Sheldon                     By: /s/ Thomas J. McDonald
------------------------------------          -----------------------------
Witness                                    Name:  Thomas J. McDonald
                                           Title: Chief Financial Officer

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