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                                                                Exhibit 10.16

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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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                                 CBT GROUP PLC

                          1996 SUPPLEMENTAL STOCK PLAN

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.
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   (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 CBT Group PLC, a limited liability company organized
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       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 for the trading day at the time 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 250,000 Ordinary Shares (which will be represented
   by 500,000 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.
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   (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,
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         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
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    Agreement.

9.  Option Exercise Price and Consideration.
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    (a)  Exercise Price.  The per share exercise price for the Shares to be
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         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.
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     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 the Optionee or, if requested by the
          Optionee, in the name of the Optionee and his or her spouse. 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 (3) 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
          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 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

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          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
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     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 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

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          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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